As filed with the Securities and Exchange Commission on January 23, 2002

Registration No. 333-44900

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________________

POST-EFFECTIVE AMENDMENT NO. 5 TO
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.

______________________________

[The following is text to a sticker to be attached to the front cover page of
the prospectus in a manner that will not obscure the Risk Factors:]

SUPPLEMENTAL INFORMATION - The prospectus of Wells Real Estate Investment
Trust, Inc. consists of this sticker, the prospectus dated December 20, 2000,
Supplement No. 1 dated February 5, 2001, Supplement No. 2 dated April 25, 2001,
Supplement No. 3 dated July 20, 2001, Supplement No. 4 dated August 10, 2001,
Supplement No. 5 dated October 15, 2001 and Supplement No. 6 dated January 20,
2002 (the supplements are contained inside the back cover page of the
prospectus). Supplement No. 1 includes descriptions of acquisitions of interests
in office buildings in Houston, Texas, Minnetonka, Minnesota and Oklahoma City,
Oklahoma. Supplement No. 2 includes updated financial statements, prior
performance tables and certain other revisions to the prospectus. Supplement No.
3 includes descriptions of acquisitions of interests in office buildings in
Nashville, Tennessee and Jacksonville, Florida and certain other revisions to
the prospectus. Supplement No. 4 includes descriptions of an acquisition of an
office building in Quincy, Massachusetts, the initial transaction under the
Section 1031 Exchange Program and certain other revisions to the prospectus.
Supplement No. 5 includes descriptions of acquisitions of office buildings in
Houston, Texas, Millington, Tennessee and Cary, North Carolina, the acquisition
of a build-to-suit property in Irving, Texas, the declaration of fourth quarter
dividends and certain other revisions to the prospectus. Supplement No. 6
includes descriptions of acquisitions of office buildings in Tamarac, Florida,
Schaumburg, Illinois and Sarasota, Florida, the acquisition of an interest in an
office and assembly building in Parker, Colorado, revisions to the "Suitability
Standards" section, revisions to the "Plan of Distribution" section and certain
other revisions to the prospectus.

WELLS REAL ESTATE INVESTMENT TRUST, INC.

Up to 125,000,000 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 26 office buildings located in 15 states.

We are offering and selling to the public up to 125,000,000 shares for $10
per share and up to 10,000,000 shares to be issued pursuant to our dividend
reinvestment plan at a purchase price of $10 per share. An additional 5,000,000
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

.    conflicts of interest facing the advisor and its affiliates

You should see the complete discussion of the risk factors beginning on page 16.

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.
.    The offering will terminate on or before December 19, 2002.

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.
December 20, 2000

TABLE OF CONTENTS

Questions and Answers About this Offering....................................................   1
Prospectus Summary...........................................................................   9
Risk Factors.................................................................................  16
Investment Risks..........................................................................  16
Real Estate Risks.........................................................................  20
Federal Income Tax Risks..................................................................  24
Retirement Plan Risks.....................................................................  24
Suitability Standards........................................................................  25
Estimated Use of Proceeds....................................................................  26
Management...................................................................................  28
General...................................................................................  28
Committees of the Board of Directors......................................................  30
Executive Officers and Directors..........................................................  31
Compensation of Directors.................................................................  34
Independent Director Stock Option Plan....................................................  34
Independent Director Warrant Plan.........................................................  36
2000 Employee Stock Option Plan...........................................................  37
Limited Liability and Indemnification of Directors, Officers, Employees and other
Agents...................................................................................  37
The Advisor...............................................................................  39
The Advisory Agreement....................................................................  40
Shareholdings.............................................................................  43
Affiliated Companies......................................................................  43
Management Decisions......................................................................  45
Management Compensation......................................................................  46
Stock Ownership..............................................................................  49
Conflicts of Interest........................................................................  51
Interests in Other Real Estate Programs...................................................  51
Other Activities of Wells Capital and its Affiliates......................................  52
Competition...............................................................................  52
Affiliated Dealer Manager.................................................................  53
Affiliated Property Manager...............................................................  53
Lack of Separate Representation...........................................................  53
Joint Ventures with Affiliates of Wells Capital...........................................  53
Receipt of Fees and Other Compensation by Wells Capital and its Affiliates................  53
Certain Conflict Resolution Procedures....................................................  54
Investment Objectives and Criteria...........................................................  55
General...................................................................................  55
Acquisition and Investment Policies.......................................................  56
Development and Construction of Properties................................................  58
Acquisition of Properties from Wells Development Corporation..............................  58
Terms of Leases and Tenant Creditworthiness...............................................  60
Joint Venture Investments.................................................................  61
Borrowing Policies........................................................................  62
Disposition Policies......................................................................  62
Investment Limitations....................................................................  63
Change in Investment Objectives and Limitations...........................................  65
Description of Properties....................................................................  65

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General...................................................................................  65
Joint Ventures with Affiliates............................................................  67
The Motorola Plainfield Building..........................................................  69
The Quest Building........................................................................  70
The Delphi Building.......................................................................  71
The Avnet Building........................................................................  71
The Siemens Building......................................................................  72
The Motorola Tempe Building...............................................................  73
The ASML Building.........................................................................  74
The Dial Building.........................................................................  75
The Metris Building.......................................................................  76
The Cinemark Building.....................................................................  77
The Gartner Building......................................................................  78
The Marconi Building......................................................................  79
The Johnson Matthey Building..............................................................  80
The Alston Power Richmond Building........................................................  81
The Sprint Building.......................................................................  83
The EYBL CarTex Building..................................................................  84
The Matsushita Building...................................................................  85
The AT&T Building.........................................................................  86
The PwC Building..........................................................................  88
The Fairchild Building....................................................................  89
The Cort Furniture Building...............................................................  90
The Iomega Building.......................................................................  91
The Interlocken Building..................................................................  91
The Ohmeda Building.......................................................................  93
The Alston Power Knoxville Building.......................................................  94
The Auaya Building........................................................................  95
Property Management Fees..................................................................  96
Real Estate Loans.........................................................................  96
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..................................................................... 100
Subsequent Events......................................................................... 100
Property Operations....................................................................... 100
Inflation................................................................................. 114
Prior Performance Summary.................................................................... 114
Publicly Offered Unspecified Real Estate Programs......................................... 115
Federal Income Tax Considerations............................................................ 123
General................................................................................... 123
Requirements for Qualification as a REIT.................................................. 125
Failure to Qualify as a REIT.............................................................. 130
Sale-Leaseback Transactions............................................................... 130
Taxation of U.S. Shareholders............................................................. 130
Treatment of Tax-Exempt Shareholders...................................................... 132
Special Tax Considerations for Non-U.S. Shareholders...................................... 133
Statement of Stock Ownership.............................................................. 135
State and Local Taxation.................................................................. 135

ii

Tax Aspects of Our Operating Partnership...........................................        135
ERISA Considerations..................................................................        139
Plan Asset Considerations..........................................................        140
Other Prohibited Transactions......................................................        141
Annual Valuation...................................................................        142
Description of Shares.................................................................        142
Common Stock.......................................................................        143
Preferred Stock....................................................................        143
Meetings and Special Voting Requirements...........................................        143
Restriction on Ownership of Shares.................................................        144
Dividends..........................................................................        145
Dividend Reinvestment Plan.........................................................        146
Share Redemption Program...........................................................        146
Restrictions on Roll-Up Transactions...............................................        147
Business Combinations..............................................................        149
Control Share Acquisitions.........................................................        149
The Operating Partnership Agreement...................................................        150
General............................................................................        150
Capital Contributions..............................................................        151
Operations.........................................................................        151
Exchange Rights....................................................................        152
Transferability of Interests.......................................................        153
Plan of Distribution..................................................................        153
Supplemental Sales Material...........................................................        158
Legal Opinions........................................................................        159
Experts...............................................................................        159
Audited Financial Statements.......................................................        159
Unaudited Financial Statements.....................................................        159
Additional Information................................................................        160
Glossary..............................................................................        160
Financial Statements..................................................................        161
Prior Performance Tables..............................................................        215
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 95% of its taxable income each
year for years prior to 2001 and 90% of its taxable income for all
future years beginning with the year 2001;

.    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 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 makes
recommendations on all property acquisitions to our board of directors. Our
board of directors must approve all of our acquisitions.

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

Q:   Who is Wells Capital?

A:   Wells Capital is a Georgia corporation formed in 1984. As of September 30,
2000, Wells Capital had sponsored public real estate programs which have
raised in excess of $567,927,422 from approximately 32,868 investors and
which own and operate a total of 52 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 buildings located in
densely populated suburban markets leased to large corporations on a
triple-net basis. Typically, each of our corporate tenants have 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, Fairchild Technologies, 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 26 real estate properties.

We own the following properties directly:

------------------------------------------------------------------------------------------------------------------
Tenant                                   Building Type                     Location                    Occupancy
------------------------------------------------------------------------------------------------------------------

Motorola, Inc.                           Office Building                   Plainfield, New Jersey          100%
------------------------------------------------------------------------------------------------------------------
Delphi Automotive Systems, Inc.          Office Building                   Troy, Michigan                  100%
------------------------------------------------------------------------------------------------------------------
Avnet, Inc.                              Office Building                   Tempe, Arizona                  100%
------------------------------------------------------------------------------------------------------------------
Motorola, Inc.                           Office Building                   Tempe, Arizona                  100%
------------------------------------------------------------------------------------------------------------------
ASM Lithography, Inc.                    Office and Warehouse Building     Tempe, Arizona                  100%
------------------------------------------------------------------------------------------------------------------
Dial Corporation                         Office Building                   Scottsdale, Arizona             100%
------------------------------------------------------------------------------------------------------------------
Metris Direct, Inc.                      Office Building                   Tulsa, Oklahoma                 100%
------------------------------------------------------------------------------------------------------------------
Cinemark USA, Inc. and                   Office Building                   Plano, Texas                    100%
The Coca-Cola Company
------------------------------------------------------------------------------------------------------------------
Marconi Data Systems,                    Office, Assembly and              Wood Dale, Illinois             100%
Inc.                                   Manufacturing Building
------------------------------------------------------------------------------------------------------------------
Alstom Power, Inc.                       Office Building                   Richmond, Virginia              100%
------------------------------------------------------------------------------------------------------------------
Matsushita Avionics Systems Corporation  Office Building                   Lake Forest, California         100%
------------------------------------------------------------------------------------------------------------------
Pennsylvania Cellular Telephone Corp.    Office Building                   Harrisburg, Pennsylvania        100%
------------------------------------------------------------------------------------------------------------------
PricewaterhouseCoopers                   Office Building                   Tampa, Florida                  100%
------------------------------------------------------------------------------------------------------------------

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

-------------------------------------------------------------------------------------------------------------------
Tenant                                   Building Type                     Location                     Occupancy
-------------------------------------------------------------------------------------------------------------------

Quest Software, Inc.                     Office Building                   Irvine, California              100%
-------------------------------------------------------------------------------------------------------------------
Siemens Automotive Corporation           Office Building                   Troy, Michigan                  100%
-------------------------------------------------------------------------------------------------------------------
Gartner Group, Inc.                      Office Building                   Ft. Myers, Florida              100%
-------------------------------------------------------------------------------------------------------------------
Johnson Matthey, Inc.                    Research and Development,         Tredyffrin Township,            100%
Office and Warehouse           Pennsylvania
Building
-------------------------------------------------------------------------------------------------------------------
Sprint Communications                    Office Building                   Leawood, Kansas                 100%
Company L.P.
-------------------------------------------------------------------------------------------------------------------
EYBL CarTex, Inc.                        Manufacturing and Office          Fountain Inn, South             100%
Building                       Carolina
-------------------------------------------------------------------------------------------------------------------

2

--------------------------------------------------------------------------------------------------------------------
Tenant                                   Building Type                     Location                     Occupancy
--------------------------------------------------------------------------------------------------------------------

Fairchild Technologies U.S.A., Inc.      Manufacturing and Office          Fremont, California             100%
Building
--------------------------------------------------------------------------------------------------------------------
Cort Furniture Rental Corporation        Office and Warehouse Building     Fountain Valley,                100%
California
--------------------------------------------------------------------------------------------------------------------
Iomega Corporation                       Office Building                   Ogden City, Utah                100%
--------------------------------------------------------------------------------------------------------------------
ODS Technologies, L.P. and GAIAM, Inc.   Office Building                   Broomfield, Colorado            100%
--------------------------------------------------------------------------------------------------------------------
Ohmeda, Inc.                             Office Building                   Louisville, Colorado            100%
--------------------------------------------------------------------------------------------------------------------
Alstom Power, Inc.                       Office Building                   Knoxville, Tennessee            100%
--------------------------------------------------------------------------------------------------------------------
Avaya, Inc.                              Office Building                   Oklahoma City, Oklahoma         100%
--------------------------------------------------------------------------------------------------------------------

If you want to read more detailed information about each of these
properties, see the "Description of Properties" 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.

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

Q:   What are the terms of your leases?

A:   Our leases are "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 repairs,
maintenance, property taxes, utilities, insurance and other operating
costs. We often enter into leases where 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

3

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 shareholders. 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 95% of
our REIT taxable income each year for years prior to 2001 and 90% of our
REIT taxable income for all future years beginning with the year 2001.

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

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

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

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

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              Amount                   of $10 per Share
-------              ------                   ----------------

3/rd/ Qtr. 1998      $0.15 per share          6.00%
4/th/ Qtr. 1998      $0.16 per share          6.50%

1/st/ Qtr. 1999      $0.17 per share          7.00%
2/nd/ Qtr. 1999      $0.17 per share          7.00%
3/rd/ Qtr. 1999      $0.17 per share          7.00%
4/th/ Qtr. 1999      $0.17 per share          7.00%

1/st/ Qtr. 2000      $0.17 per share          7.00%
2/nd/ Qtr. 2000      $0.18 per share          7.25%
3/rd/ Qtr. 2000      $0.19 per share          7.50%
4/th/ Qtr. 2000      $0.19 per share          7.50%

4

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

Q:   May I reinvest the dividends I am supposed to receive 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 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 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 investments. These 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. As of December 10, 2000,
we had received approximately $169,671,659 in gross offering proceeds from
the sale of 16,967,166 shares of common stock in our second offering, which
commenced on December 20, 1999 and was terminated on December 19, 2000. Of
this additional $169,671,659 raised in the second offering, we invested or
expect to invest approximately $142,524,194 in real estate properties.

5

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

Q:   What kind of offering is this?

A:   We are offering the public up to 125,000,000 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 December 19, 2002.

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

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. The purchase price will be placed into an account with
Bank of America, N.A., where your funds will be held, along with those of
other subscribers, until we withdraw funds for the acquisition of real
estate properties or the payment of fees and expenses.

6

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

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 shareholders through distributions.

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

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 31 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 27 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.;

7

.    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:   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.

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

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:

Investor Services Department
Wells Capital, Inc.
Suite 250
6200 The Corners Parkway
Norcross, Georgia 30092
(800) 448-1010 or (770) 449-7800
www.wellsref.com

8

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 26
commercial real estate properties located in 15 states. Our office is located
at 6200 The Corners Parkway, Suite 250, Norcross, Georgia 30092. Our
telephone number outside the State of Georgia is 800-448-1010 (770-449-7800
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 shareholders.

Our REIT Status

As a REIT, we generally are not subject to federal income tax on income
that we distribute to our shareholders. Under the Internal Revenue Code,
REITs are subject to numerous organizational and operational requirements,
including a requirement that they distribute at least 95% of their taxable
income for years prior to 2001 and at least 90% of their taxable income for
all future years beginning with the year 2001. 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.

.     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.

9

.     To ensure that we continue to qualify as a REIT, our articles of
incorporation prohibit any shareholder 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 shareholders.

.     You will not have preemptive rights as a shareholder 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 which 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 shareholders owning at least a majority of the shares
will bind all of the shareholders 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 shareholders.

.     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 16 of this prospectus.

Description of Properties

Please refer to the "Description of Properties" 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.

10

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
shareholders. 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 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 51 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.

11

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 13 publicly
offered real estate limited partnerships and the Wells REIT on an unspecified
property or "blind pool" basis. As of September 30, 2000, they have raised
approximately $567,927,422 from approximately 36,868 investors in these 14
public real estate programs. The "Prior Performance Summary" on page 114 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 125,000,000 shares to the public at $10 per share. We
are also offering up to 10,000,000 shares pursuant to our dividend reinvestment
plan at $10 per share, and up to 5,000,000 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.

12

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 December 19,
2002. 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 shareholders 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
(135,000,000
Type of Compensation                 Form of Compensation               shares)
-------------------------------------------------------------------------------------------------

Offering Stage
-------------------------------------------------------------------------------------------------
Sales Commissions                  7.0% of gross offering proceeds         $94,500,000
-------------------------------------------------------------------------------------------------
Dealer Manager Fee                 2.5% of gross offering proceeds         $33,750,000
-------------------------------------------------------------------------------------------------
Offering Expenses                  3.0% of gross offering proceeds         $18,600,000
-------------------------------------------------------------------------------------------------
Acquisition and Development Stage
-------------------------------------------------------------------------------------------------
Acquisition and                    3.0% of gross offering proceeds         $40,500,000
Advisory Fees
-------------------------------------------------------------------------------------------------
Acquisition Expenses               0.5% of gross offering proceeds         $ 6,750,000
-------------------------------------------------------------------------------------------------
Operational Stage
-------------------------------------------------------------------------------------------------
Property Management and            4.5% of gross revenues                  N/A
Leasing Fees
-------------------------------------------------------------------------------------------------
Initial Lease-Up Fee for           Competitive fee for geographic          N/A
Newly Constructed Property         location of property based on a
survey of brokers and agents
(customarily equal to the first
month's rent)
-------------------------------------------------------------------------------------------------
Real Estate Commission             3.0% of contract price for properties   N/A
sold after investors receive a return
of capital plus an 8.0% return on
capital

-------------------------------------------------------------------------------------------------
Subordinated Participation in      10.0% of remaining amounts of net       N/A
Net Sale Proceeds (Payable         sale proceeds after return of capital
Only if the Wells REIT is not      plus payment to investors of an 8.0%
Listed on an exchange)             cumulative non-compounded return on
the capital contributed by investors
-------------------------------------------------------------------------------------------------
Subordinated Incentive Listing     10.0% of the amount by which the        N/A
Fee (Payable only if the Wells     adjusted market value of the Wells
REIT is listed on an exchange)     REIT exceeds the aggregate capital
contributions contributed by
investors
-------------------------------------------------------------------------------------------------

13

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 46.

Dividend Policy

In order to remain qualified as a REIT, we are required to distribute
95% of our annual taxable income to our shareholders in all years prior to 2001
and 90% of our annual taxable income for all future years beginning with the
year 2001. We have paid dividends to our shareholders 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

We anticipate listing 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 in 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 (1) $10 per share, or (2) the price you actually
paid for your shares. The board of directors reserves the right to reject any
request for redemption of shares or to amend or terminate the share redemption
program at any time. You will have no right to request redemption of your shares
after the shares are 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 and defer gain recognition for tax
purposes with respect to such transfers of properties. At present, we have no
plans to acquire any specific

14

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.

Shareholder Voting Rights and Limitations
-----------------------------------------

We hold annual meetings of our shareholders 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 shareholders 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 142.

15

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
acquisition 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, Michael C. Berndt and Allen G. Delenick, 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.")

16

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.")

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

We have entered into joint ventures 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, including Wells
Real Estate Fund XII, L.P. (Wells Fund XII) or Wells Real Estate Fund XIII, L.P.
(Wells Fund XIII). We may also purchase and develop properties in joint ventures
or in partnerships, co-tenancies or other co-ownership arrangements with the
sellers of the properties, affiliates of the 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.

Affiliates of Wells Capital are currently sponsoring a public offering
on behalf of Wells Fund XII and are currently in the process of registering a
public offering on behalf of Wells Fund XIII, both of which are or will be
unspecified property real estate programs. (See "Prior Performance Summary.") In
the event that we enter into a joint venture with Wells Fund XII, 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 XII, 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
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. The Wells program we have
entered into a joint venture with 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.

Under certain joint venture arrangements, neither co-venturer 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 influence
on the joint venture and decrease potential returns to you. In the event that a

17

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

Maryland Corporation Law may prevent a business combination involving
the Wells REIT.

Provisions of Maryland Corporation Law applicable to us prohibit
business combinations 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
shareholder); or

.     an affiliate of an interested shareholder.

These prohibitions last for five years after the most recent date on
which the interested shareholder became an interested shareholder. Thereafter,
any business combination must be recommended by our board of directors and
approved by the affirmative vote of at least 80% of the votes entitled to be
cast by holders of our outstanding shares and two-thirds of the votes entitled
to be cast by holders of our shares other than shares held by the interested
shareholder. These requirements could have the effect of inhibiting a change in
control even if a change in control were in your best interest. These provisions
of Maryland law do not apply, however, to business combinations that are
approved or exempted by our board of directors prior to the time that someone
becomes an interested shareholder. (See "Description of Shares -- Business
Combinations.")

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
shareholders or which may cause a change in the management of the Wells REIT.
(See "Description of Shares -- Restriction on Ownership of Shares.")

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
shareholders, including the election of directors. However, you will be bound by
the majority vote on matters requiring approval of a majority of the
shareholders 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

18

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. In
addition, the board of directors reserves the right to reject any request for
redemption or to amend or terminate the share redemption program 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 shareholders and potential investors in this offering do not
have preemptive rights to any shares issued by the Wells REIT in the future.
Therefore, in the event that we (1) sell shares in this offering or sell
additional shares in the future, including those issued pursuant to the dividend
reinvestment plan, (2) sell securities that are convertible into shares, (3)
issue shares in a private offering of securities to institutional investors, (4)
issue shares of common stock upon the exercise of the options granted to our
independent directors or employees of Wells Capital and Wells Management or the
warrants issued and to be issued to participating broker-dealers or our
independent directors, or (5) issue shares to sellers of properties acquired by
us in connection with an exchange of limited partnership units from Wells OP,
existing shareholders and investors purchasing shares in this offering may
experience dilution of their equity investment in the Wells REIT.

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 shareholders.
(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 shareholders. 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

19

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 RisksReal 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 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 shareholders. 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 could cause us to
reduce the amount of distributions to shareholders. 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 an alternative source of revenue to meet the mortgage
payment and prevent a foreclosure if the property is 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.

Motorola, Inc and Marconi Data Systems, Inc. are two of the major
tenants in properties which we currently own. In the aggregate, rental income
from these two tenants represents approximately 27.9% of our total gross rental
revenues. Rental income from Motorola, Inc. represents approximately

20

18.0% of our gross rental revenues and rental income from Marconi Data Systems,
Inc. represents approximately 9.9% of our gross rental revenues. The revenues
generated by the properties these two 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 either 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 Properties" 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 which 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.

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.

If we contract with Wells Development Corporation for newly developed
property, we cannot guarantee that our earnest money deposit made to Wells
Development Corporation will be fully refunded.

We may enter into one or more contracts, either directly or indirectly
through joint ventures with affiliates, to acquire real property from Wells
Development Corporation (Wells Development), an affiliate

21

of Wells Capital. Properties acquired from Wells Development may be either
existing income-producing properties or properties to be developed or under
development. We anticipate that we will be obligated to pay a substantial
earnest money deposit at the time of contracting to acquire such properties. In
the case of properties to be developed by Wells Development, we anticipate we
will be required to close the purchase of the property upon completion of the
development of the property by Wells Development and the tenant taking
possession of the property. At the time of contracting and the payment of the
earnest money deposit by us, Wells Development typically will not have acquired
title to any real property. Wells Development will only have a contract to
acquire land, a development agreement to develop a building on the land and an
agreement with a tenant to lease the property upon its completion. We may enter
into such a contract with Wells Development even if at the time of contracting
we have not yet raised sufficient proceeds in our offering to enable us to close
the purchase of such property. However, we will not be required to close a
purchase from Wells Development, and will be entitled to a refund of our earnest
money, in the following circumstances:

.     Wells Development fails to develop the property;

.     the tenant fails to take possession under its lease for any
reason; or

.     we are unable to raise sufficient proceeds from our offering to
pay the purchase price at closing.

The obligation of Wells Development to refund our earnest money is
unsecured, and it is unlikely that we would be able to obtain a refund of such
earnest money deposit from it under these circumstances since Wells Development
is an entity without substantial assets or operations. Although Wells
Development's obligation to refund the earnest money deposit to us under these
circumstances will be guaranteed by Wells Management Company, Inc., an
affiliated entity (Wells Management), Wells Management has no substantial assets
other than contracts for property management and leasing services pursuant to
which it receives substantial monthly fees. Therefore, we cannot assure you that
Wells Management would be able to refund all of our earnest money deposit in a
lump sum. If we were forced to collect our earnest money deposit by enforcing
the guaranty of Wells Management, we will likely be required to accept
installment payments over time payable out of the revenues of Wells Management's
property management and leasing operations. We cannot assure you that we would
be able to collect the entire amount of our earnest money deposit under such
circumstances. (See "Investment Objectives and Criteria -- Acquisition of
Properties from Wells Development Corporation.")

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.

22

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 which will exist at any
particular time in the future. Due to the uncertainty of market conditions which
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.

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 property 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 shareholders to be reduced. (See "Description of Properties -- 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 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.

23

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. The effect of a
refinancing or sale could affect the rate of return to shareholders 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.

Federal Income Tax Risks

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

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. In
addition, we would generally be disqualified from treatment as a REIT for the
four taxable years following the year of losing our REIT status. Losing our REIT
status would reduce our net earnings available for investment or distribution to
shareholders because of the additional tax liability. In addition, distributions
to shareholders would no longer qualify for the distributions paid deduction and
we would no longer be required to make distributions. We might be required to
borrow funds or liquidate some investments in order to pay the applicable tax.

Qualification as a REIT is subject to the satisfaction of tax
requirements and various factual matters and circumstances which are not
entirely within our control. New legislation, regulations, administrative
interpretations or court decisions could change the tax laws with respect to
qualification as a REIT or the federal income tax consequences of being a REIT.

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 a shareholder. 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;

24

.     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;

.     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 139.

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 shareholders and subsequent transferees. These suitability
standards require that a purchaser of shares have either:

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

.     a gross annual income of at least $45,000 and a net worth,
excluding the value of a purchaser's home, furnishings and
automobiles 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

25

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.

Arizona, Iowa, Massachusetts, Missouri, North Carolina 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.

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

Missouri - Investors must have either (1) a net worth of at least
$250,000, or (2) gross annual income of $75,000 and a net worth of at least
$75,000.

New Hampshire - Investors must have either (1) a net worth of at least
$250,000, or (2) taxable income of $50,000 and a net worth of at least $125,000.

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 investors. Each participating
broker-dealer must make every reasonable effort to determine that the purchase
of shares is a suitable and appropriate investment for each shareholder based on
information provided by the shareholder in the Subscription Agreement. Each
participating broker-dealer is required to maintain for six years records of the
information used to determine that an investment in the shares is suitable and
appropriate for a shareholder.

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 62,000,000 shares and
135,000,000 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.

26

62,000,000 Shares      135,000,000 Shares
-----------------      ------------------

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

Gross Offering Proceeds                                      $620,000,000      100%  $1,350,000,000    100.0%
Less Public Offering Expenses:
Selling Commissions and Dealer Manager Fee (3)                58,900,000      9.5%     128,250,000      9.5%
Organization and Offering Expenses (4)                        18,600,000      3.0%      18,600,000      1.4%
------------    -----   --------------    ------
Amount Available for Investment (5)                          $542,500,000     87.5%  $1,203,150,000     89.1%
Acquisition and Development:
Acquisition and Advisory Fees (6)                             18,600,000      3.0%      40,500,000      3.0%
Acquisition Expenses (7)                                       3,100,000      0.5%       6,750,000      0.5%
Initial Working Capital Reserve (8)                                   (8)      --               (8)      --
------------    -----   --------------    -----
Amount Invested in Properties (5)(9)                         $520,800,000     84.0%  $1,155,900,000     85.6%
============    =====   ==============    =====

1.   Assumes that an aggregate of $620,000,000 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.

_________________________
(Footnotes to "Estimated Use of Proceeds")

2.       Assumes the maximum offering is sold which includes 125,000,000 shares
offered to the public at $10 per share and 10,000,000 shares offered
pursuant to our dividend reinvestment plan at $10 per share. Excludes
5,000,000 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 the 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 units
sold by them and may reallow out of its dealer manager fee up to 1.5%
of gross offering proceeds in marketing fees and due diligence expenses
to broker-dealers participating in this offering based on such factors
as the volume of units sold by such participating broker-dealers,
marketing support provided by such participating broker-dealers and
bona fide conference fees incurred. 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,
including amounts to reimburse Wells Capital, our advisor, 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. 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 gross offering proceeds without recourse against or reimbursement by
the Wells REIT. We currently estimate that approximately $18,600,000 of
organization and offering costs will be incurred if the maximum
offering of 135,000,000 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,

27

may be invested in short-term, highly-liquid investments including
government obligations, bank certificates of deposit, short-term debt
obligations and interest-bearing accounts.

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, acquisition and development of real estate properties.

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 shareholders 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. The articles
of incorporation of the Wells REIT were reviewed and ratified by the board of
directors, including the independent directors, at their initial meeting. This
ratification by the 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. The 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 shareholders or until his
successor has been duly

28

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 shareholders 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," shareholders may not know exactly what actions by a director may be
grounds for removal.

Unless filled by a vote of the shareholders 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 shareholders. Each
director will be bound by the articles of incorporation and the 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. The directors will meet quarterly or more frequently if necessary. We
do not expect that the 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, the 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. The 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 shareholders. We will follow the policies on
investments and borrowings set forth in this prospectus unless and until they
are modified by the directors.

The board is also 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 shareholders. 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 determining that the compensation
to be paid to Wells Capital is reasonable in relation to the nature and quality
of services to be performed and that the provisions of the advisory agreement
are being carried out. Specifically, the independent directors will consider
factors such as:

29

.     the amount of the fee paid to Wells Capital 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 its affiliates
through their relationship with us, whether we pay them or they
are paid by others with whom we do business;

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

.     the quality of our portfolio relative to the investments
generated by Wells Capital for its other clients.

Neither the directors nor their affiliates will vote or consent to the
voting of shares they now own or hereafter acquire on matters submitted to the
shareholders 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 any property acquisitions. However, our board has
established an Audit Committee and a Compensation Committee so that these
important areas can be addressed in more depth than may be possible at a full
board meeting.

Audit Committee

The Audit Committee meets on a regular basis at least three times a
year. The Audit Committee members are Messrs. Bell, Carpenter, Carter, Keogler,
Moss, Sessoms and Strickland. The board of directors adopted our Audit Committee
Charter at its quarterly board meeting held September 27, 2000. The 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 shareholders and others, the system of internal controls which
management has established, and the audit and financial reporting process.

Compensation Committee

Our board of directors has also established a Compensation Committee to
administer the 2000 Employee Stock Option Plan, as described below, which was
approved by the shareholders at our annual shareholders 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.

30

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                                         56
Douglas P. Williams                   Executive Vice President, Secretary, Treasurer                 50
and Director
John L. Bell                          Director                                                       60
Richard W. Carpenter                  Director                                                       63
Bud Carter                            Director                                                       62
William H. Keogler, Jr.               Director                                                       55
Donald S. Moss                        Director                                                       64
Walter W. Sessoms                     Director                                                       66
Neil H. Strickland                    Director                                                       64

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 shareholder 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.

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 27 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
26 real estate limited partnerships formed for the purpose of acquiring,
developing and operating office buildings and other commercial properties. As of
September 30, 2000, these 26 real estate limited partnerships represented
investments totaling approximately $313,562,916 from approximately 27,322
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.

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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. 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 currently President and director of Realmark Holdings
Corp., a residential and commercial real estate developer, and has served in
that position since October 1983. Mr. Carpenter is also 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

32

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, a 43-year old 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 14
noncompeting CEOs and presidents. Mr. Carter 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.

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

33

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. He is a member of the Governor's Education Reform Commission.

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 $500 per month plus $125 for
each board meeting he attends. 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.

Independent Director Stock Option Plan

Our Independent Director Stock Option Plan (Director Option Plan) was
approved by our shareholders at the annual shareholders 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

34

Option Plan. In addition, we issued options to purchase 1,000 shares to each
independent director in connection with the 2000 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
September 30, 2000, each independent director had been granted options to
purchase a total of 3,500 shares under the Director Option Plan, of which 1,000
of those shares 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 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
three 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 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.

35

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 of the Wells REIT (Director
Warrant Plan) was approved by our shareholders at the annual shareholders
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 in
the future. 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 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

36

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.

2000 Employee Stock Option Plan

Our 2000 Employee Stock Option Plan of the Wells REIT (Employee Option
Plan) was approved by our shareholders at the annual shareholders 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.

The 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 the 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 (i) the date our shares become listed on a national
securities exchange, or (ii) 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 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
shareholders, 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

37

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 shareholders. Indemnification could reduce the legal
remedies available to us and the shareholders 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
shareholder'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
shareholders, 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 the 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:

.     the 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;

.     the 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 shareholders.

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 shareholders may be entitled to a more limited right of
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

38

reduce the legal remedies available to the Wells REIT and our shareholders
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 the 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.

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

Name                       Age              Position
----                       ---              --------

Leo F. Wells, III                   56               President, Treasurer and sole director
Douglas P. Williams                 50               Senior Vice President and Assistant Secretary
Stephen G. Franklin                 53               Senior Vice President
Kim R. Comer                        45               Vice President
Linda L. Carson                     57               Vice President
Allen G. Delenick                   44               Vice President

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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 shareholder of Financial Service
Corporation ("FSC"), an independent financial planning broker-dealer. Mr.
Franklin and the other shareholders of FSC later sold their interests in FSC to
Mutual of New York Life Insurance Company.

Kim R. Comer 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. Mr. Comer currently serves as Vice
President and Director of Customer Care Services. In prior positions with Wells
Capital, he served as Vice President of Marketing for the southeast and
northeast regions. Mr. Comer has over ten 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.

Linda L. Carson is a Vice President of Wells Capital. She is primarily
responsible for fund, property and corporate accounting, SEC reporting and
coordination of all audits by the independent public accountants. Ms. Carson
also serves as Secretary of Wells Investment Securities, Inc., our Dealer
Manager. Ms. Carson joined Wells Capital in 1989 as Staff Accountant, became
Controller in 1991 and assumed her current position in 1996. Prior to joining
Wells Capital, Ms. Carson was an accountant with an electrical distributor. She
is a graduate of City College of New York and has completed additional
accounting courses at Kennesaw State. She is also a member of the National
Society of Accountants.

Allen G. Delenick is a Vice President of Wells Capital. He is primarily
responsible for identifying and analyzing properties for acquisition by
conducting due diligence and preparing discounted cash flow analyses on
potential acquisitions. Prior to joining Wells Capital in 1998, Mr. Delenick
worked for Carter & Associates in Atlanta. In this capacity, he was responsible
for project financings, development analysis, acquisitions and dispositions
analysis, and occupancy cost analysis. Mr. Delenick previously worked for
Portman Properties in Atlanta and Rosewood Properties in Dallas. His primary
responsibilities included real estate financial analysis and acquisitions and
development due diligence.

40

He graduated from Lehigh University with a B.S. in business and economics. Mr.
Delenick also received an M.B.A. in finance and an M.S. in real estate from
Southern Methodist University.

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 the 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, 2001 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.

41

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 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
independent 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, at the
lesser of actual cost or 90% of competitive rates charged by
unaffiliated persons providing similar services.

Wells Capital must reimburse us at least annually for reimbursements
paid to Wells Capital in any year to the extent that such reimbursements to
Wells Capital 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
shareholders 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.

42

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
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. Wells Capital, also owns 100 shares of the Wells REIT, which it
acquired upon the initial formation of the Wells REIT. (See "The Operating
Partnership Agreement.") Any resale of the shares that Wells Capital currently
owns and the resale of any shares which may be acquired by our affiliates are
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 additional shares, Wells Capital has no options or
warrants to acquire any additional shares and has no current plans to acquire
additional shares. Wells Capital has agreed to abstain from voting 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 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 Real Estate Funds,
Inc. is the sole shareholder of Wells Management, and Mr. Wells is the
President, Treasurer and sole director of Wells Management. (See "Conflicts of
Interest.") The other principal officers of Wells Management are as follows:

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

M. Scott Meadows          36                Senior Vice President and Secretary
Michael C. Berndt         53                Vice President and Chief Investment Officer
Michael L. Watson         55                Vice President

The background of Mr. Wells is described in the "Management --
Executive Officers and Directors" 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 the Real
Property Administrator (RPA) designation of the Building Owners and Managers
Institute International. He is currently completing the final phase to receive
the Certified Property Manager (CPM) designation from the Institute of Real
Estate Management.

43

Michael C. Berndt is a Vice President and Chief Investment Officer of
Wells Management. He is primarily responsible for performing due diligence on
properties for acquisition, reviewing all major leasing activities and
development and being the primary contact for Wells Management's banks,
attorneys, and outside accountants. Prior to joining Wells Management in 1996,
Mr. Berndt held several positions with financial, investment and real estate
organizations, including Ernst & Young (formerly Ernst & Ernst) and Roe, Martin
& Neiman, Inc., a registered investment advisory firm. He also primarily served
as in-house counsel and Senior Vice President of Acquisitions for Combined
Equities, Inc. and President of Phoenix Financial Corporation, an NASD broker-
dealer. He graduated from Samford University with a B.S. in Accounting. Mr.
Berndt also received a J.D. from Cumberland Law School and an LL.M. in Taxation
from New York University School of Law. Mr. Berndt is a licensed attorney in the
State of Alabama and a Certified Public Accountant.

Michael L. Watson is a Vice President of Wells Management. He is
primarily responsible for 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 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 September 30, 2000, Wells Management was managing in
excess of 4,293,000 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).

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 derives all of its income from its property management
and leasing operations. For the fiscal year ended December 31, 1999, Wells
Management reported $1,983,066 in gross operating revenues and $400,937 in net
income.

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;

44

.     partnerships organized by Wells Management and its affiliates;
and

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

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

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 a limited number of shares at the retail level. (See "Plan of
Distribution" and "Management Compensation.")

Wells Real Estate Funds, Inc. is the sole shareholder of Wells
Investment Securities, 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 September 30, 2000, Wells
Advisors was acting as the IRA custodian for in excess of $85,843,000 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, Michael C.
Berndt and Allen G. Delenick. 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

45

tenant is a company with a net worth of in excess of $100,000,000. The board of
directors must approve all acquisitions of real estate properties.

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

Organizational and Offering Stage

Selling             Up to 7.0% of gross offering proceeds before reallowance         $94,500,000
Commissions -       of commissions earned by participating broker-dealers.
Wells Investment    Wells Investment Securities, our Dealer Manager, intends
Securities          to reallow 100% of commissions earned to participating
broker-dealers.

Dealer Manager      Up to 2.5% of gross offering proceeds before reallowance         $33,750,000
Fee - Wells         to participating broker-dealers. Wells Investment
Investment          Securities, in its sole discretion, may reallow a portion
Securities          of its dealer manager fee of up to 1.5% of the gross
offering proceeds to be paid to such participating
broker-dealers as a marketing fee and due diligence
expense reimbursement, based on such factors as the volume
of shares sold by such participating broker-dealers,
marketing support and bona fide conference fees incurred.

Reimbursement       Up to 3.0% of gross offering proceeds. All organization          $18,600,000
of Organization     and offering expenses (excluding selling commissions and
and Offering        the dealer manager fee) will be advanced by Wells Capital
Expenses - Wells    or its affiliates and reimbursed by the Wells REIT up to
Capital or its      3.0% of gross offering proceeds. We currently estimate
Affiliates          that approximately $18,600,000 of organization and
offering costs will be incurred if the maximum offering of
135,000,000 shares is sold.

Acquisition and Development Stage

Acquisition and     Up to 3.0% of gross offering proceeds for the review and         $40,500,000
Advisory            evaluation of potential real property acquisitions.
Fees - Wells
Capital or its
Affiliates (2)

Reimbursement       Up to 0.5% of gross offering proceeds for reimbursement          $6,750,000
of Acquisition      of expenses related to real property acquisitions,
Expenses - Wells    such as legal fees, travel expenses, property appraisals,
Capital or its      title insurance premium expenses and other closing costs.
Affiliates (2)

46

Operational Stage

Property            For the management and leasing of our properties, we will             Actual amounts
Management and      pay Wells Management, our Property Manager, property                  are dependent
Leasing Fees -      management and leasing fees equal to 4.5% of gross                    upon results of
Wells               revenues; provided, however, that aggregate property                  operations and
management and leasing fees payable to Wells                          therefore cannot
Management may not exceed the lesser of: (A) 4.5% of                  be determined at
gross revenues, or (B) 0.6% of the net asset value of the             the present time.
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).

Real Estate         In connection with the sale of properties, an amount not              Actual amounts
Commissions -       exceeding the lesser of: (A) 50% of the reasonable,                   are dependent
Wells Capital or    customary and competitive real estate brokerage                       upon results of
its Affiliates      commissions customarily paid for the sale of a                        operations and
comparable property in light of the size, type and location           therefore cannot
of the property, or (B) 3.0% of the contract price of each            be determined at
property sold, subordinated to distributions to                       the present time.
investors from sale proceeds of an amount 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
Participation in    contributions and an 8.0% per year cumulative,                        are dependent
Net Sale            noncompounded return, then Wells Capital is entitled to               upon results of
Proceeds - Wells    receive 10.0% of remaining net sale proceeds.                         operations and
Capital (3)                                                                               therefore cannot
be determined at
the present time.

47

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

___________________________
(Footnotes to "Management Compensation")

1.      The estimated maximum dollar amounts are based on the sale of a maximum
of 125,000,000 shares to the public at $10 per share and the sale of
10,000,000 shares at $10 per share pursuant to our dividend reinvestment
plan.

2.      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.

3.      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.

4.      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;

48

.      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.

The board, 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.

5.      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
be at the lower of the advisor's actual cost or the amount the Wells REIT would
be required to pay to independent parties for comparable administrative services
in the same geographic location. We will not reimburse Wells Capital or its
affiliates for services for which they are 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, the advisor 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 September 30, 2000, 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 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 (1)                                                                 344                       *
6200 The Corners Parkway, Suite 250
Norcross, GA  30092
----------------------------------------------------------------------- ------------------ -----------------------
Douglas P. Williams (1)                                                               100                       *
6200 The Corners Parkway, Suite 250
Norcross, GA  30092
----------------------------------------------------------------------- ------------------ -----------------------

49

----------------------------------------------------------------------- ------------------------------------------
Shares Beneficially Owned
----------------------------------------------------------------------- ------------------ -----------------------
Shares              Percentage
----------------------------------------------------------------------- ------------------ -----------------------

John L. Bell (2)                                                                    1,000                       *
800 Mt. Vernon Highway, Suite 230
Atlanta, GA 30328
----------------------------------------------------------------------- ------------------ -----------------------
Richard W. Carpenter (2)                                                            1,000                       *
Realmark Holdings Corporation
P.O. Box 421669 (30342)
5570 Glenridge Drive
Atlanta, GA 30342
----------------------------------------------------------------------- ------------------ -----------------------
Bud Carter (2)                                                                      1,000                       *
The Executive Committee
100 Mount Shasta Lane
Alpharetta, GA 30022-5440
----------------------------------------------------------------------- ------------------ -----------------------
William H. Keogler, Jr. (2)                                                         1,000                       *
469 Atlanta Country Club Drive
Marietta, GA 30067
----------------------------------------------------------------------- ------------------ -----------------------
Donald S. Moss (2)                                                                 12,378                       *
114 Summerour Vale
Duluth, GA 30097
----------------------------------------------------------------------- ------------------ -----------------------
Walter W. Sessoms (2)                                                               3,761                       *
5995 River Chase Circle NW
Atlanta, GA 30328
----------------------------------------------------------------------- ------------------ -----------------------
Neil H. Strickland (2)                                                              1,000                       *
Strickland General Agency, Inc.
3109 Crossing Park
P.O. Box 129
Norcross, GA 30091
----------------------------------------------------------------------- ------------------ -----------------------
Northern Trust Co., Custodian for                                               2,230,262                   8.52%
Wayne County Employees'
Retirement System
Attn:  Laura Santiago
P.O. Box 92996
Chicago, IL 60675
----------------------------------------------------------------------- ------------------ -----------------------
Police & Fireman Retirement System                                              2,083,333                   7.96%
City of Detroit
Attn:  Ronald J. Stempin
908 Coleman A. Young Municipal Center
Detroit, MI 48226
----------------------------------------------------------------------- ------------------ -----------------------
All directors and executive officers                                               21,139                       *
as a group /(1)(3)/
----------------------------------------------------------------------- ------------------ -----------------------

*    Less than 1% of the outstanding common stock.

(1)  Includes 100 shares owned by Wells Capital, which is a wholly-owned
subsidiary of Wells Real Estate Funds, Inc. Messrs. Wells and Williams are
both control persons of Wells Capital, and Mr. Wells is a control person of
Wells Real Estate Funds, Inc. Mr. Williams disclaims beneficial ownership
of the shares owned by Wells Capital.

50

(2)    Includes options to purchase up to 1,000 shares of common stock, which
are exercisable within 60 days of September 30, 2000.

(3)    Includes options to purchase an aggregate of up to 7,000 shares of common
stock, which are exercisable within 60 days of September 30, 2000.

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 will have a
fiduciary obligation to act on behalf of the shareholders. 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 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 XII, L.P. (Wells Fund XII). The
registration statement of Wells Fund XII was declared effective by the
Securities and Exchange Commission (SEC) on March 22, 1999 for the offer and
sale to the public of up to 7,000,000 units of limited partnership interest at a
price of $10.00 per unit. In addition, the initial registration statement of
Wells Real Estate Fund XIII, L.P. (Wells Fund XIII) was filed with the SEC on
October 31, 2000 for the registration of up to 4,500,000 units of limited
partnership interest at a price of $10 per unit. It is intended that the
registration of Wells Fund XIII become effective immediately following the
termination of the offering of Wells Fund XII, which will occur on or about
March 21, 2001.

As described in the "Prior Performance Summary," Wells Capital and its
affiliates have sponsored the following 13 other 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), and
13.     Wells Real Estate Fund XII, L.P. (Wells Fund XII).

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

51

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 to the real estate programs sponsored by Wells Capital and
its affiliates discussed above, they are also sponsoring an index mutual fund
which 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.

Wells Capital or any of its affiliates may temporarily enter into
contracts relating to investment in properties to be assigned to the Wells REIT
prior to closing or may purchase property in their own name and temporarily hold
title for the Wells REIT provided that such property is purchased by the Wells
REIT at a price no greater than the cost of such property, including acquisition
and carrying costs, to Wells Capital or the affiliate. Further, Wells Capital or
such affiliate may not have held title to any such property on our behalf for
more than 12 months prior to the commencement of this offering; Wells Capital or
its affiliates shall not sell property to the Wells REIT if the cost of the
property exceeds the funds reasonably anticipated to be available for the Wells
REIT to purchase any such property; and all profits and losses during the period
any such property is held by the Wells REIT or its affiliates will accrue to the
Wells REIT. 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 properties owned by other Wells
programs are located. 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

52

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.

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
Wells REIT and the affiliated co-venturer, 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 shareholders of their capital
contributions plus cumulative returns on such capital. Subject to oversight by
the board of directors, Wells Capital has considerable discretion with respect
to all decisions

53

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:

.       We will not accept goods or services from Wells Capital or its
affiliates unless a majority of the 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.

.       We will not purchase or lease properties in which Wells
Capital or its affiliates has an interest without a
determination by a majority of the 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 the 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 to our directors for other purposes must be
approved by a majority of the 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.

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.       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 the 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.

If a subsequent 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
which 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, by selling our
properties and distributing the net proceeds from such sales
to you.

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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 shareholders holding a majority of the shares.

Decisions relating to the purchase or sale of properties will be made
by Wells Capital, as our advisor, subject to approval by the board of directors.
See "Management" for a description of the background and experience of the
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 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 commercial properties such as shopping centers, business and
industrial parks, manufacturing facilities and warehouse and distribution
facilities. We will primarily attempt to acquire commercial properties which 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 Properties" and "Prior
Performance Summary.")

We will seek to invest in properties that will satisfy the primary
objective of providing cash dividends to shareholders. 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 shareholders. 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 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 which is expected to produce income within two years of
its acquisition will not be considered a non-income producing property.

Our investment in real estate generally will take the form of holding
fee title or a long-term leasehold estate. We will acquire such interests either
directly in Wells OP (See "The Operating Partnership Agreement") or indirectly
through limited liability companies or through investments in joint ventures,
general partnerships, co-tenancies or other co-ownership arrangements with the
developers of the properties, affiliates of Wells Capital or other persons. (See
"Joint Venture Investments" below.) 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.")

56

Although we are not limited as to the geographic area where we may
conduct our operations, we 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 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.

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;

.       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 and delivered to shareholders; and

.       title and liability insurance policies.

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;

57

.       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.

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 which are not expected to produce income
within two years of their acquisition. To help ensure performance by the
builders of properties which are under construction, completion of properties
under construction shall be guaranteed at the price contracted either by an
adequate completion bond or performance bond. Wells Capital may rely 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 which we may acquire.
Such persons would be compensated directly by the Wells REIT.

Acquisition of Properties from Wells Development Corporation

Although we have rarely done so in the past, we may acquire
properties, directly or through joint ventures with affiliated entities, from
Wells Development Corporation (Wells Development), a corporation formed by Wells
Management as a wholly-owned subsidiary for the purposes of (1) acquiring
existing income-producing commercial real estate properties, and (2) acquiring
land, developing commercial real properties, securing tenants for such
properties, and selling such properties upon completion to the Wells REIT or
other Wells programs. In the case of properties to be developed by Wells
Development and sold to the Wells REIT, we anticipate that Wells Development
will:

.       acquire a parcel of land;

.       enter into contracts for the construction and development of a
commercial building thereon;

.       enter into an agreement with one or more tenants to lease all
or a majority of the property upon its completion; and

.       secure a financing commitment from a commercial bank or other
institutional lender to finance the acquisition and
development of the property.

58

Contracts between Wells Development and the Wells REIT will generally
provide for the Wells REIT to acquire the developed property upon its completion
and upon the tenant taking possession under its lease.

We will be required to pay a substantial sum to Wells Development at
the time of entering into the contract as a refundable earnest money deposit to
be credited against the purchase price at closing, which Wells Development will
apply to the cost of acquiring the land and initial development costs. We expect
that the earnest money deposit will represent approximately twenty to thirty
percent (20-30%) of the purchase price of the developed property set forth in
the purchase contract.

In the case of properties we acquire from Wells Development that have
already been developed, Wells Development will be required to obtain an
appraisal for the property prior to our contracting with them, and the purchase
price we will pay under the purchase contract will not exceed the fair market
value of the property as determined by the appraisal. In the case of properties
we acquire from Wells Development which have not yet been constructed at the
time of contracting, Wells Development will be required to obtain an independent
"as built" appraisal for the property prior to our contracting with them, and
the purchase price we will pay under the purchase contract will not exceed the
anticipated fair market value of the developed property as determined by the
appraisal.

We anticipate that Wells Development will use the earnest money
deposit received from the Wells REIT upon execution of a purchase contract as
partial payment for the cost of the acquisition of the land and construction
expenditures. Wells Development will borrow the remaining funds necessary to
complete the development of the property from an independent commercial bank or
other institutional lender by pledging the real property, development contracts,
leases and all other contract rights relating to the project as security for
such borrowing. Our contract with Wells Development will require it to deliver
to us at closing title to the property, as well as an assignment of leases.
Wells Development will hold the title to the property on a temporary basis only
for the purpose of facilitating the acquisition and development of the property
prior to its resale to the Wells REIT and other affiliates of Wells Capital.

We may enter into a contract to acquire property from Wells
Development notwithstanding the fact that at the time of contracting, we have
not yet raised sufficient proceeds to enable us to pay the full amount of the
purchase price at closing. We anticipate that we will be able to raise
sufficient additional proceeds from the offering during the period between
execution of the contract and the date provided in the contract for closing. In
the case of properties to be developed by Wells Development, the contract will
likely provide that the closing will occur immediately following the completion
of the development by Wells Development. However, the contract may also provide
that we may elect to close the purchase of the property before the development
has been completed, in which case we would obtain an assignment of the
construction and development contracts from Wells Development and would complete
the construction either directly or through a joint venture with an affiliate.
Any contract between the Wells REIT, directly or indirectly through a joint
venture with an affiliate, and Wells Development for the purchase of property to
be developed by Wells Development will provide that we will be obligated to
purchase the property only if:

.       Wells Development completes the development of the
improvements in accordance with the specifications of the
contract, and an approved tenant takes possession of the
building under a lease satisfactory to our advisor; and

.       we have sufficient proceeds available for investment in
properties at closing to pay the balance of the purchase price
remaining after payment of the earnest money deposit.

59

Wells Capital will not cause the Wells REIT to enter into a contract
to acquire property from Wells Development if it does not reasonably anticipate
that funds will be available to purchase the property at the time of closing. If
we enter into a contract to acquire property from Wells Development and, at the
time for closing, are unable to purchase the property because we do not have
sufficient proceeds available for investment, we will not be required to close
the purchase of the property and will be entitled to a refund of our earnest
money deposit from Wells Development. Because Wells Development is an entity
without substantial assets or operations, however, Wells Development's
obligation to refund our earnest money deposit will be guaranteed by Wells
Management. See the "Management -- Affiliated Companies" section of this
prospectus for a description of Wells Management.

If Wells Management is required to make good on its guaranty, we may
not be able to obtain the earnest money deposit from Wells Management in a lump
sum since Wells Management's only significant assets are its contracts for
property management and leasing services, in which case we would more than
likely be required to accept installment payments over some period of time out
of Wells Management's operating revenues. (See "Risk Factors -- Real Estate
Risks.")

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
September 30, 2000, approximately 75% 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.")

60

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 Properties -- Joint Ventures with
Affiliates.") In this connection, we will likely enter into joint ventures with
Wells Fund XII, 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 which 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. 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.")

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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 Properties -- 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 shareholders 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 December 10, 2000, we had an
aggregate debt leverage ratio of 10% 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 the
most favorable terms available to us. 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 the 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.

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. A property may be sold before the end of the expected holding period
if:

.    the tenant has involuntarily liquidated;

62

.    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 which 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 sale of all of our properties and
distribution of the net sale proceeds to you in liquidation of the Wells REIT.
In making the decision to apply for listing of our shares, the directors will
try to determine whether listing our shares or liquidating our assets will
result in greater value for the shareholders. It cannot be determined at this
time the circumstances, if any, under which the 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 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 shareholders 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.

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 the approval of the shareholders.
Unless the articles are amended, we will not:

.    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 except in connection with a sale or
other disposition of a property;

63

.    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 the 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;

.    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 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;

.    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;

.    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;

.    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;

.    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;

64

.    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 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 shareholders. Each determination and
the basis therefor shall 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 the directors, including a majority of the independent
directors, without the approval of the shareholders.

Description of Properties

General

As of December 10, 2000, we had purchased interests in 26 real estate
properties located in 15 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.

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

Motorola, Inc.          Plainfield, NJ       100%     $33,648,156           236,710     $3,324,428          10/2010
--------------------------------------------------------------------------------------------------------------------
Quest Software, Inc.    Irvine, CA          13.9%     $ 7,193,000            65,006     $1,287,119          12/2003
--------------------------------------------------------------------------------------------------------------------
Delphi Automotive       Troy, MI             100%     $19,800,000           107,152     $1,848,372          04/2007
Systems, LLC
--------------------------------------------------------------------------------------------------------------------
Avnet, Inc.             Tempe, AZ            100%     $13,250,000           132,070     $1,516,164          04/2010
--------------------------------------------------------------------------------------------------------------------
Siemens Automotive      Troy, MI              50%     $14,265,000            77,054     $1,309,918          08/2010
Corp.
--------------------------------------------------------------------------------------------------------------------
Motorola, Inc.          Tempe, AZ            100%     $16,000,000           133,225     $1,843,834          08/2005
--------------------------------------------------------------------------------------------------------------------
ASM Lithography, Inc.   Tempe, AZ            100%     $17,355,000            95,133     $1,927,788          06/2013
--------------------------------------------------------------------------------------------------------------------
Dial Corporation        Scottsdale, AZ       100%     $14,250,000           129,689     $1,387,672          08/2008
--------------------------------------------------------------------------------------------------------------------

65

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

Metris Direct, Inc.                   Tulsa, OK            100%     $12,700,000           101,100     $1,187,925          01/2010
----------------------------------------------------------------------------------------------------------------------------------
Cinemark USA, Inc./                   Plano, TX            100%     $21,800,000            66,024/    $1,366,491/         12/2009
The Coca Cola Co.                                                                          52,084     $1,302,100          11/2006
----------------------------------------------------------------------------------------------------------------------------------
The Gartner Group, Inc.               Ft. Myers, FL       56.8%     $ 8,320,000            62,400     $  790,642          12/2008
----------------------------------------------------------------------------------------------------------------------------------
Marconi Data Systems, Inc.            Wood Dale, IL        100%     $32,630,940           250,354     $2,838,952          11/2011
----------------------------------------------------------------------------------------------------------------------------------
Johnson Matthey, Inc.                 Tredyffrin            57%     $ 8,000,000           130,000     $ $789,750          06/2007
Township, PA
----------------------------------------------------------------------------------------------------------------------------------
Alstom Power, Inc.(1)                 Richmond, VA         100%     $11,400,000           102,000     $1,183,731          07/2007
----------------------------------------------------------------------------------------------------------------------------------
Sprint Communications Company, L.P.   Leawood, KA         56.8%     $ 9,500,000            68,900     $  999,048          05/2007
----------------------------------------------------------------------------------------------------------------------------------
EYBL Cartex, Inc.                     Greenville, SC      56.8%     $ 5,085,000           169,510     $  508,530          02/2008
----------------------------------------------------------------------------------------------------------------------------------
Matsushita Avionics                   Lake Forest, CA      100%     $18,400,000           150,000     $1,830,000          01/2007
Systems Corporation(1)
----------------------------------------------------------------------------------------------------------------------------------
Pennsylvania Cellular                 Harrisburg, PA       100%     $12,291,200            81,859     $1,416,221          11/2007
Telephone Corp.
----------------------------------------------------------------------------------------------------------------------------------
Pricewaterhouse-Coopers, LLP          Tampa, FL            100%     $21,127,854           130,091     $1,915,741          12/2008
----------------------------------------------------------------------------------------------------------------------------------
Fairchild Technologies U.S.A., Inc.   Fremont, CA         77.5%     $ 8,900,000            58,424     $  867,324          11/2004
----------------------------------------------------------------------------------------------------------------------------------
Cort Furniture Rental Corporation     Fountain Valley, CA 43.7%     $ 6,400,000            52,000     $  758,964          10/2003
----------------------------------------------------------------------------------------------------------------------------------
Iomega Corporation                    Ogden City, UT       3.7%     $ 5,025,000           108,000     $  659,868          07/2006
----------------------------------------------------------------------------------------------------------------------------------
ODS Technologies,                     Broomfield, CO       3.7%     $ 8,275,000            51,974     $  913,908          10/2001
L.P. and GAIAM, Inc.
----------------------------------------------------------------------------------------------------------------------------------
Ohmeda, Inc.                          Louisville, CO       3.7%     $10,325,000           106,750     $1,004,520          01/2005
----------------------------------------------------------------------------------------------------------------------------------
Alstom Power, Inc.                    Knoxville, TN        3.7%     $ 7,900,000            87,000     $1,106,520          12/2007
----------------------------------------------------------------------------------------------------------------------------------
Avaya, Inc.                           Oklahoma City, OK    3.7%     $ 5,504,276            55,017     $  508,383          01/2008
----------------------------------------------------------------------------------------------------------------------------------

(1)  Includes the actual costs incurred by Wells OP to develop and construct the
building in addition to the purchase price of the land.

66

Joint Ventures with Affiliates

The Wells Fund VIII-Fund IX-REIT Joint Venture

Wells OP entered into a Joint Venture Agreement 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.

The Quest Building was originally purchased by the Fund VIII-IX Joint
Venture in January 1997. On June 9, 2000, the Fund VIII-IX Joint Venture entered
into a lease for the Quest Building with Quest Software, Inc. (Quest) and
subsequently contributed the Quest Building to the VIII-IX-REIT Joint Venture as
its capital contribution at an agreed upon value of $7,612,733. Wells OP is
anticipated to contribute a total of approximately $1,250,000 as its capital
contribution to the VIII-IX-REIT Joint Venture to fund the necessary tenant
improvements required under the lease with Quest, leasing commissions and costs
and expenses associated with the transfer of the Quest Building to the VIII-IX-
REIT Joint Venture.

The VIII-IX-REIT Joint Venture Agreement provides that all income, loss,
profit, net cash flow, resale gain and sale proceeds of the VIII-IX-REIT Joint
Venture are to be allocated and distributed between Wells OP, Wells Fund VIII
and Wells Fund IX based upon their respective capital contributions to the joint
venture. As of December 10, 2000, the joint venture partners of the VIII-IX-REIT
Joint Venture had made the following contributions and held the following equity
percentage interests:

-------------------------------------------------------------------
Joint Venture Partner    Capital Contribution     Equity Interest
-------------------------------------------------------------------
Wells OP                      $1,230,826               13.9%
-------------------------------------------------------------------
Wells Fund VIII               $4,171,778               47.2%
-------------------------------------------------------------------
Wells Fund IX                 $3,440,955               38.9%
-------------------------------------------------------------------

The Wells Fund XII-REIT Joint Venture

Wells Fund XII and Wells OP entered into a Joint Venture Partnership
Agreement for the purpose of acquiring, owning, leasing, operating and managing
real properties. The joint venture partnership is 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.

The XII-REIT Joint Venture Agreement provides that all income, loss,
profit, net cash flow, resale gain and sale proceeds of the XII-REIT Joint
Venture are to be allocated and distributed between Wells OP and Wells Fund XII
based upon their respective capital contributions to the joint venture. As of
December 10, 2000, 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                      $7,096,245               50.00%
-------------------------------------------------------------------
Wells Fund XII                $7,096,245               50.00%
-------------------------------------------------------------------

The XII-REIT Joint Venture owns the Siemens Building, which is described
below.

67

The Wells Fund XI-Fund XII-REIT Joint Venture

Wells OP entered into an Amended and Restated Joint Venture Partnership
Agreement with Wells Fund XI and Wells Fund XII for the purpose of the
acquisition, ownership, development, leasing, operation, sale and management of
real properties 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.

The XI-XII-REIT Joint Venture Agreement provides that all income, profit,
loss, cash flow, resale gain, resale loss and sale proceeds of the XI-XII-REIT
Joint Venture will be allocated and distributed among Wells OP, Wells Fund XI
and Wells Fund XII based on their respective capital contributions to the joint
venture. As of December 10, 2000, 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            56.77%
-------------------------------------------------------------------
Wells Fund XI                  $  8,131,351            26.17%
-------------------------------------------------------------------
Wells Fund XII                 $  5,300,000            17.06%
-------------------------------------------------------------------

The XI-XII-REIT Joint Venture owns the EYBL CarTex Building, the Sprint
Building, the Johnson Matthey Building and the Gartner Building, which are
described below.

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

Wells OP entered into an Amended and Restated Joint Venture Agreement 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) for the purpose of
the acquisition, ownership, development, leasing, operation, sale and management
of real properties. The IX-X-XI-REIT Joint Venture, formerly known as Fund IX
and X Associates, 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.

The IX-X-XI-REIT Joint Venture Agreement provides that all income, profit,
loss, cash flow, resale gain, resale loss and sale proceeds of the IX-X-XI-REIT
Joint Venture will be allocated and distributed among Wells OP, Wells Fund IX,
Wells Fund X and Wells Fund XI based on their respective capital contributions
to the IX-X-XI-REIT Joint Venture. As of December 10, 2000, 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               3.74%
-------------------------------------------------------------------
Wells Fund IX                 $14,833,708              39.00%
-------------------------------------------------------------------
Wells Fund X                  $18,420,162              48.43%
-------------------------------------------------------------------
Wells Fund XI                 $ 3,357,436               8.83%
-------------------------------------------------------------------

68

The IX-X-XI-REIT Joint Venture owns the Avaya Building, the Alstom Power
Knoxville Building, the Ohmeda Building, the Interlocken Building and the Iomega
Building, which are described below.

The Fremont Joint Venture

Wells OP entered into a Joint Venture Agreement 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 real properties, including, but not limited
to, the Fairchild Building.

As of December 10, 2000, Wells OP had made total capital contributions to
the Fremont Joint Venture of $6,983,110 and held an equity percentage interest
in the Fremont Joint Venture of 77.50%, and the Fund X-XI Joint Venture had made
total capital contributions to the Fremont Joint Venture of $2,000,000 and held
an equity percentage interest in the Fremont Joint Venture of 22.50%.

The Cort Joint Venture

Wells OP entered into a Joint Venture Agreement 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 real
properties, including, but not limited to, the Cort Furniture Building.

As of December 10, 2000, Wells OP had made total capital contributions to
the Cort Joint Venture of $2,871,430 and held an equity percentage interest in
the Cort Joint Venture of 43.67%, and the Fund X-XI Joint Venture made total
capital contributions to the Cort Joint Venture of $3,695,000 and held an equity
percentage interest in the Cort Joint Venture of 56.33%.

General Provisions of Joint Venture Agreements

Wells OP is acting as the initial Administrative Venturer of the VIII-IX-
REIT Joint Venture, the XII-REIT Joint Venture, the XI-XII-REIT Joint Venture,
the IX-X-XI-REIT Joint Venture, the Fremont Joint Venture and the Cort Joint
Venture 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 which materially affects these joint
ventures or their real property investments.

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.

The Motorola Plainfield Building

The Motorola Plainfield Building is a three-story office building
containing approximately 236,710 rentable square feet on a 34.5 acre tract of
land. Wells OP purchased the Motorola Plainfield Building on November 1, 2000
for a purchase price of $33,648,156. In consideration for a reduction of the

69

purchase price and immediate occupancy of the Motorola Plainfield Building,
Wells OP agreed to assume a liability in the amount of $424,760 in the form of a
rental guaranty from Motorola, Inc. (Motorola) for the remainder of Motorola's
previous lease. Construction of the Motorola Plainfield Building was completed
in 1976.

The Motorola Plainfield Building is located near Rutgers University in
Middlesex County, partially in the Borough of South Plainfield and partially in
the Township of Edison.

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.

The initial term of the Motorola lease is ten years which commenced on
November 1, 2000 and expires on October 31, 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 (i) the last year's rent, or (ii) 95% of the
then-current "fair market rental rate." The base rent payable for the initial
lease term is as follows:

--------------------------------------------
Lease Years    Annual Rent    Monthly Rent
--------------------------------------------
Years 1-5     $ 3,324,428     $ 277,036
--------------------------------------------
Years 6-10    $ 3,557,819     $ 296,485
--------------------------------------------

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, upon giving written notice to Wells OP, 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
ten 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 ten-year
period shall be the greater of (i) the then-current base rent, or (ii) 95% of
the then-current "fair market rental rate."

The Quest Building

The Quest Building (formerly the Bake Parkway 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. Construction of the Quest Building was
completed in 1984 and the building was refurbished in 1996. 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 and was credited with making a
capital contribution to the joint venture in the amount of $7,612,733. (See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources.")

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 has organized their product offerings to
target application development and deployment, performance and availability, and
information delivery needs of the Oracle and other open systems markets. Quest
has grown to more than 1,000 people worldwide and has more than 5,000 installed

70

customer sites.

The initial term of the lease is 42 months which commenced on June 9, 2000
and expires on December 31, 2003. The base rent payable for the initial six
months of the lease was $326,700. 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 lease for two additional one-year periods of time at an annual base rent of
$1,365,126.

The Delphi Building

The Delphi Building is a three-story office building containing
approximately 107,152 rentable square feet on a 5.52 acre tract of land. Wells
OP purchased the Delphi Building on June 29, 2000 for a purchase price of
$19,800,000. Construction of the Delphi Building was completed in May 2000.

The Delphi Building is located in Troy, Oakland County, Michigan, in the
heart of what is generally called "Automation Alley."

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.

The initial term of the Delphi lease is seven years which commenced on May
1, 2000 and expires on April 30, 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 base rent payable for the initial lease
term is as follows:

------------------------------------------------------------------------
Lease Year                Annual Rent              Monthly Rent
-------------------------------------------------------------------------
Year 1                    $ 1,848,372              $ 154,031
-------------------------------------------------------------------------
Year 2                    $ 1,901,948              $ 158,496
-------------------------------------------------------------------------
Year 3                    $ 1,955,524              $ 162,960
-------------------------------------------------------------------------
Year 4                    $ 2,009,100              $ 167,425
-------------------------------------------------------------------------
Year 5                    $ 2,062,676              $ 171,890
-------------------------------------------------------------------------
Year 6                    $ 2,116,252              $ 176,354
-------------------------------------------------------------------------
Year 7                    $ 2,169,828              $ 180,819
-------------------------------------------------------------------------

The Avnet Building

The Avnet Building is a two-story office building containing approximately
132,070 rentable square feet on a 9.63 acre tract of land located in Tempe,
Arizona. Wells OP purchased the Avnet Building on June 12, 2000 for a purchase
price of $13,250,000. Construction of the Avnet Building was completed in April
2000.

The Avnet Building is located on a 9.63 acre tract of land within the
Arizona State University Research Park. The land upon which the Avnet Building
is situated is subject to a long-term ground lease with Price-Elliott Research
Park, Inc.

The Avnet 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.

71

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 distributes a variety of computer products to consumers and resellers.
Avnet sells products of more than 100 of the world's leading component
manufacturers to customers around the world.

The initial term of the Avnet lease is ten years which commenced on May 1,
2000 and expires on April 30, 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 current fair
market rental rate at the end of the preceding term multiplied by a factor of
1.093.

The base rent payable for the initial lease term is as follows:

--------------------------------------------------------------------
Lease Years               Annual Rent              Monthly Rent
--------------------------------------------------------------------
Years 1-3                 $ 1,516,164              $ 126,347
--------------------------------------------------------------------
Years 4-6                 $ 1,657,479              $ 138,123
--------------------------------------------------------------------
Years 7-10                $ 1,812,000              $ 151,000
--------------------------------------------------------------------

Avnet has a right of first refusal to purchase the Avnet Building if Wells
OP attempts to sell the Avnet Building during the term of the Avnet lease.

Avnet also has an expansion option which allows Avnet the ability to expand
the Avnet Building during the term of the Avnet lease. 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.

The Avnet ground lease commenced on April 5, 1999 and expires on September
30, 2083. The ground lease payments required pursuant to the Avnet ground lease
are as follows:

--------------------------------------------------------------------
Lease Years      Annual Rent
--------------------------------------------------------------------
Years  1-10      $ 230,777
--------------------------------------------------------------------
Years 11-20      $ 302,108
--------------------------------------------------------------------
Years 21-30      $ 390,223
--------------------------------------------------------------------
Years 31-40      10% of fair market value of land in year 30
--------------------------------------------------------------------
Years 41-50      Rent from year 45 plus 3% per year increase
--------------------------------------------------------------------
Years 51-60      Rent from year 55 plus 3% per year increase
--------------------------------------------------------------------
Years 61-70      10% of fair market value of land in Year 65
--------------------------------------------------------------------
Years 71-85      Rent from year 75 plus 3% per year increase
--------------------------------------------------------------------

Wells OP has the right to terminate the Avnet ground lease prior to the
expiration of the 30/th/ year.

The Siemens Building

The Siemens Building is a three-story office building containing
approximately 77,054 rentable square feet on a 5.3 acre tract of land located in
Troy, Michigan. The XII-REIT Joint Venture purchased the Siemens Building on May
10, 2000 for a purchase price of $14,265,000. The Siemens Building is located at
4685 Investment Drive in Troy Michigan in the heart of "Automation Alley."

72

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.

The initial term of the Siemens lease is ten years which commenced on March
3, 2000 and expires on August 31, 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 base rent payable for the initial lease
term is as follows:

------------------------------------------------------------------------
Lease Year                Annual Rent              Monthly Rent
------------------------------------------------------------------------
Year 1                    $ 1,309,918              $ 109,160
------------------------------------------------------------------------
Year 2                    $ 1,342,281              $ 111,857
------------------------------------------------------------------------
Year 3                    $ 1,374,643              $ 114,554
------------------------------------------------------------------------
Year 4                    $ 1,407,006              $ 117,251
------------------------------------------------------------------------
Year 5                    $ 1,439,369              $ 119,947
------------------------------------------------------------------------
Year 6                    $ 1,471,731              $ 122,644
------------------------------------------------------------------------
Year 7                    $ 1,504,094              $ 125,341
------------------------------------------------------------------------
Year 8                    $ 1,536,457              $ 128,038
------------------------------------------------------------------------
Year 9                    $ 1,568,819              $ 130,735
------------------------------------------------------------------------
Year 10 and first 6       $ 1,601,182              $ 133,432
months of Year 11
------------------------------------------------------------------------

Siemens has a one-time right to cancel the Siemens lease effective after
the 90th month of the lease term if Siemens (a) provides written notice of such
cancellation on or before the last day of the 78th month, and (b) pays a
cancellation fee to the XII-REIT Joint Venture currently calculated to be
approximately $1,234,160.

The Motorola Tempe Building

The Motorola Tempe Building is a two-story office building containing
approximately 133,225 rentable square feet in Tempe, Arizona. Wells OP purchased
the Motorola Tempe Building on March 29, 2000 for a purchase price of
$16,000,000. Construction of the Motorola Tempe Building was completed in July
1998.

The Motorola Tempe Building is located on a 12.44 acre tract of land at
8075 South River Parkway within the Arizona State University Research Park. The
land upon which the Motorola Tempe Building is situated is subject to a long-
term ground lease with Price-Elliott Research Park, Inc.

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 initial term of the Motorola lease is seven years which commenced on
August 17, 1998 and

73

expires on August 31, 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 rent payable under the Motorola lease, out of which Wells OP
will be required to make the ground lease payments described below, is as
follows:

-------------------------------------------------------------------
Lease Years          Annual Rent         Monthly Rent
-------------------------------------------------------------------
Years 1-4            $  1,843,834        $ 153,653
-------------------------------------------------------------------
Years 5-7            $  2,054,329        $ 171,194
-------------------------------------------------------------------

Motorola has an expansion option which allows Motorola the ability to
expand the building between 21,000 and 40,000 rentable square feet with
additional parking spaces to be constructed by Wells OP. Motorola must exercise
its expansion right before August 17, 2001. In the event that Motorola exercises
its expansion option, the rent on the expansion space will be calculated based
upon a 10.5% return on costs of the expansion, including construction costs, and
Wells OP will be entitled to a development fee in an amount equal to 8% of the
cost of the construction of the expansion building shell.

The Motorola ground lease commenced November 19, 1997 and expires on
December 31, 2082. The ground lease payments required pursuant to the Motorola
ground lease are as follows:

-------------------------------------------------------------------
Lease Years           Annual Rent
-------------------------------------------------------------------
Years 1-15            $ 243,825
-------------------------------------------------------------------
Years 16-25           $ 357,240
-------------------------------------------------------------------
Years 26-35           $ 466,015
-------------------------------------------------------------------
Years 36-45           10% of Fair Market Value of Land in year 35
-------------------------------------------------------------------
Years 46-55           Rent from year 45 plus 3% per year increase
-------------------------------------------------------------------
Years 56-65           Rent from year 55 plus 3% per year increase
-------------------------------------------------------------------
Years 66-75           10% of Fair Market Value in year 65
-------------------------------------------------------------------
Years 76-85           Rent from year 75 plus 3% per year increase
-------------------------------------------------------------------

Wells OP has the right to terminate the Motorola ground lease prior to the
expiration of the 30th year and prior to the expiration of each subsequent ten-
year period thereafter.

The ASML Building

The ASML Building is a two-story office and warehouse building containing
approximately 95,133 rentable square feet located in Tempe, Arizona. Wells OP
purchased the ASML Building on March 29, 2000 for a purchase price of
$17,355,000. Construction on the ASML Building was completed in June 1995.

The ASML Building is located on a 9.51 acre tract of land at 8555 South
River Parkway within the Arizona State University Research Park. The land upon
which the ASML Building is situated is subject to a long-term ground lease with
Price-Elliott Research Park, Inc.

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 is 24%
owned by Philips Electronics and has

74

strategic partnerships with a number of major companies including Lucent
Technologies, Applied Materials, Samsung, Hyundai and Motorola.

The initial term of the ASML lease is 15 years which commenced on June 4,
1998 and expires on June 30, 2013. The base rent payable for the ASML Building,
out of which Wells OP will be required to make the ground lease payments
described below, is as follows:

-------------------------------------------------------------
Lease Years         Annual Rent        Monthly Rent
-------------------------------------------------------------
Years 1-5           $  1,927,788       $  160,649
-------------------------------------------------------------
Years 6-10          $  2,130,124       $  177,510
-------------------------------------------------------------
Years 11-15         $  2,354,021       $  196,168
-------------------------------------------------------------

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 ten years from the
date of such expansion.

The ASML ground lease commenced on August 22, 1997 and expires on December
31, 2082. The ground lease payments required pursuant to the ASML ground lease
are as follows:

-------------------------------------------------------------
Lease Years     Annual Rent
-------------------------------------------------------------
Years 1-15      $ 186,368
-------------------------------------------------------------
Years 16-25     $ 273,340
-------------------------------------------------------------
Years 26-35     $ 356,170
-------------------------------------------------------------
Years 36-45     10% of Fair Market Value of Land in year 35
-------------------------------------------------------------
Years 46-55     Rent from year 45 plus 3% per year increase
-------------------------------------------------------------
Years 56-65     Rent from year 55 plus 3% per year increase
-------------------------------------------------------------
Years 66-75     10% of Fair Market Value in Year 65
-------------------------------------------------------------
Years 76-85     Rent from year 75 plus 3% per year increase
-------------------------------------------------------------

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
ten-year period thereafter.

The Dial Building

The Dial Building is a two-story office building containing approximately
129,689 rentable square feet located in Scottsdale, Arizona. Wells OP purchased
the Dial Building on March 29, 2000 for a purchase price of $14,250,000.
Construction of the Dial Building was completed in 1997.

The Dial Building is located at 15501 N. Dial Boulevard within the
Scottsdale Airpark Development in the City of Scottsdale which is eight miles
northeast of the center of Phoenix and is an integral part of metropolitan
Phoenix.

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.

75

The initial term of the Dial lease is 11 years which commenced on August
14, 1997 and expires on August 31, 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 Metris Building

The Metris Building is a three-story office building containing
approximately 101,100 rentable square feet located in Tulsa, Oklahoma. Wells OP
purchased the Metris Building on February 11, 2000 for a purchase price of
$12,740,000. Construction of the Metris Building was completed on January 14,
2000.

The Metris Building is located on a 14.6 acre tract of land located at 4848
South 129th East Avenue in the Silos Corporate Center, a prominent 126 acre
mixed-use park owned by State Farm Insurance Companies. The site is about 11
miles southeast of the Tulsa Commercial Business District and is bordered by the
Broken Arrow Expressway, the primary east-west thoroughfare linking the suburb
of Broken Arrow to downtown Tulsa.

Wells OP borrowed $8,000,000 from an existing revolving credit facility
(Metris Loan) at the time it purchased the Metris Building. The Metris Loan,
which is more particularly described in the "Real Estate Loans" section of this
prospectus, is secured by a first mortgage against the Metris Building.

The Metris Building is leased to Metris Direct, Inc. (Metris). Metris is a
principal subsidiary of Metris Companies Inc. (Metris Companies), a publicly
traded company on the New York Stock Exchange and guarantor of 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. The company's customers
and prospects include individuals for whom credit bureau information is
available and existing customers of a former affiliate, Fingerhut Corporation.

The initial term of the Metris lease is ten years which commenced on
February 1, 2000 and expires on January 31, 2010. Metris has the right to extend
the Metris lease for two additional five-year periods of time. The base rent
payable for the Metris lease is as follows:

-------------------------------------------------------------
Lease Years        Annual Rent           Monthly Rent
-------------------------------------------------------------
Years 1-5          $1,187,925            $ 98,994
-------------------------------------------------------------
Years 6-10         $1,306,718            $108,893
-------------------------------------------------------------

The monthly base rent payable for the renewal terms of the Metris lease
shall be equal to the then-current market rate based on the then existing rates
for comparable space of equivalent quality in suburban Tulsa, Oklahoma taking
into account location, quality, age of the office building, size of premises and
any other relevant term or condition in making such fair market value rental
rate determination as of 12 months prior to commencement of the renewal term. If
the parties are unable to agree upon the market rate within 11 months prior to
commencement of the renewal term, the market rate shall then be determined by
arbitration.

The Cinemark Building

The Cinemark Building is a five-story office building containing
approximately 118,108 rentable square feet located in Plano, Texas. Wells OP
purchased the Cinemark Building on December 21, 1999 for a purchase price of
$21,800,000. Construction of the Cinemark Building was completed in September
1999.

76

The Cinemark Building is located on a 3.52-acre tract of land located at
3900 Dallas Parkway in Plano, Texas. The site is in a good location with quick
access to and visibility from the toll road. The City of Plano is located
approximately 20 miles north of downtown Dallas and is the largest city in
Collin County with a population of nearly 200,000 people.

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 66,024
rentable square feet of the Cinemark Building, and The Coca-Cola Company (Coca-
Cola) occupies the remaining 52,084 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.

The initial term of the Cinemark lease is ten years which commenced on
December 21, 1999 and expires on December 20, 2009. Cinemark has the right to
extend the Cinemark lease for two additional five-year periods of time. The base
rent payable for the Cinemark lease and first renewal term is as follows:

-------------------------------------------------------------
Lease Years           Annual Rent          Monthly Rent
-------------------------------------------------------------
Years 1-7             $1,366,491           $113,874
-------------------------------------------------------------
Years 8-10            $1,481,738           $123,478
-------------------------------------------------------------
Years 11-15           $1,567,349           $130,612
-------------------------------------------------------------

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 based on the then
existing rates for comparable space of equivalent quality in Plano, Texas taking
into account location, quality, age of the office building, size of premises and
any other relevant term or condition in making such fair market value rental
rate determination. If the parties are unable to agree upon the market rate
within 15 business days after receipt of the renewal notice, each party shall
appoint a real estate appraiser to determine the market rate. If the two
appraisers cannot agree upon the market rate within 15 days of the commencement
of their deliberation, they shall appoint a third appraiser. The market rate
shall then be determined by the agreement of any two of the appraisers or the
average of the two closest rates if two appraisers cannot agree.

Cinemark shall have a right of first refusal to lease any of the remaining
rentable area of the Cinemark Building which subsequently becomes vacant and in
which Wells OP receives or makes an acceptable offer or proposal to lease such
vacant space to a bona fide third party. Wells OP shall offer to Cinemark in
writing the right to include the vacant space under its lease at the rental rate
set forth in the third party offer. Cinemark shall then have 15 days to exercise
this right of first refusal.

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.

77

The initial term of the Coca-Cola lease is seven years which commenced on
December 1, 1999 and expires on November 30, 2006. The base rent payable for the
remainder of the Coca-Cola lease term is as follows:

------------------------------------------------------------
Lease Year          Annual Rent          Monthly Rent
------------------------------------------------------------
Year 2              $1,302,100           $108,508
------------------------------------------------------------
Year 3              $1,354,184           $112,848
------------------------------------------------------------
Year 4              $1,406,268           $117,189
------------------------------------------------------------
Year 5              $1,458,352           $121,529
------------------------------------------------------------
Year 6              $1,510,436           $125,870
------------------------------------------------------------
Year 7              $1,562,520           $130,210
------------------------------------------------------------

Coca-Cola has the right to extend the lease for two additional five-year
periods of time upon 240 days advance notice prior to the end of the term.
Within 30 days of the delivery of the renewal notice by Coca-Cola, Wells OP
shall deliver a rental notice to Coca-Cola stating the base rent payable during
the renewal term, which base rent shall be based upon the prevailing rental
rates for space of similar quality, size, utility, location, length of renewal
term and credit standing of the tenant. Coca-Cola must then notify Wells OP of
its intent to renew the lease on such terms within 30 days of delivery of the
rental notice by Wells OP.

The Gartner Building

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

The site is a 4.9 acre tract of land within the Gateway development at
12600 Gateway Boulevard. Gateway is a mixed-use development with over 3,000
acres planned for residential purposes and over 800 acres planned for commercial
purposes. Sony Electronics and Ford Motor Credit Company are two of the
commercial tenants in this development.

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, which was founded in 1979, is one of the world's leading
independent providers of research and analysis related to information and
technology solutions. Gartner serves as a consultant to business clients for
their information technology purchasing decisions. Gartner has over 80 locations
worldwide and over 12,000 clients.

The initial term of the Gartner lease is ten years which commenced on
February 1, 1998 and expires on January 31, 2008. Gartner has the right to
extend the lease for two additional five-year periods of time. The base rent
payable for the remainder of the lease term is as follows:

-------------------------------------------------------------
Lease Year          Annual Rent             Monthly Rent
-------------------------------------------------------------
Year 3                $790,642                $65,887
-------------------------------------------------------------
Year 4                $810,408                $67,534
-------------------------------------------------------------
Year 5                $830,668                $69,222
-------------------------------------------------------------
Year 6                $851,435                $70,953
-------------------------------------------------------------
Year 7                $872,721                $72,727
-------------------------------------------------------------
Year 8                $894,539                $74,545
-------------------------------------------------------------
Year 9                $916,902                $76,409
-------------------------------------------------------------
Year 10               $939,825                $78,319
-------------------------------------------------------------

78

The monthly base rent payable for each extended term of the lease will be
equal to the lesser of (i) the prior rate increased by 2.5%, or (ii) 95% of the
then-current market rate which is calculated as a full-service rental rate less
anticipated annual operating expenses on a rentable square foot basis charged
for space of comparable location, size and conditions in comparable office
buildings in the Fort Myers area.

Gartner also has two expansion options for additional buildings under the
Gartner lease. The two option plans are described in the lease as the "Small
Option Building" and the "Large Option Building".

The "Small Option Building" and the "Large Option Building" expansion
options allow Gartner the ability to expand into separate, free standing
facilities of 30,000 to 32,000 rentable square feet and 60,000 to 75,000
rentable square feet, respectively. Gartner may exercise its rights for either
expansion option by providing notice in writing to the joint venture on or
before February 15, 2002. In the event that Gartner exercises either expansion
option, the parties shall enter into a separate lease within 30 days of such
notice by Gartner with a guaranteed ten year lease term and yearly base rent to
be determined by mutual agreement of the parties.

The Marconi Building

The Marconi Building (formerly known as the Videojet Building) is a two-
story office, assembly and manufacturing building containing approximately
250,354 rentable square located in Wood Dale, Illinois. Wells OP purchased the
Marconi Building on September 10, 1999 for a purchase price of $32,630,940.
Construction of the Marconi Building was completed in 1991.

The site is a 15.3 acre tract of land located within the Chancellory
Business Park which is adjacent to the western entrance to O'Hare International
Airport. The site is also situated very convenient to most of Chicago's major
interstates, including the Elgin/O'Hare Expressway which, when finished, will
extend along Thorndale Road adjacent to the main entrance to the Chancellory
Business Park. The Chancellory Business Park consists of good quality office,
manufacturing and warehouse buildings mostly occupied by national tenants such
as Sony, Mitsubishi, NEC Minolta and United Airlines.

The Marconi Building is subject to a first priority mortgage in favor of
Bank of America, N.A. 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. (formerly
known as Videojet Systems International, Inc. until a December 1999 name
change). Marconi Data Systems, Inc. (Marconi) is the world's leading producer of
state-of-the-art industrial ink jet marking and coding products. Marconi
manufactures and distributes industrial ink jet printers, digital imaging
systems, laser coding systems, inks and fluids to customers worldwide. The
Marconi lease is guaranteed by GEC Incorporated, a Delaware corporation which is
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 initial term of the Marconi lease is 20 years which 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 base rent payable
for the remainder of the lease term is as follows:

79

-------------------------------------------------------------
Lease Years              Annual Rent          Monthly Rent
-------------------------------------------------------------
Year 9-10                $2,838,952           $236,579
-------------------------------------------------------------
Years 11-20              $3,376,746           $281,396
-------------------------------------------------------------
Extension Term           $4,667,439           $388,953
-------------------------------------------------------------

The Johnson Matthey Building

The Johnson Matthey Building is a 130,000 square foot research and
development, office and warehouse 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 was first constructed in 1973 as a
multi-tenant facility and it was subsequently converted into a single-tenant
facility in 1998.

The site consists of a 10.0 acre tract of land located at 434-436 Devon
Park Drive in Tredyffrin Township, Chester County, Pennsylvania. The site is
located along the Route 202 "high tech" corridor close to King of Prussia and is
considered a suburb of Philadelphia. The site is within five minutes of Route
422, the Pennsylvania Turnpike and Interstate 76.

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 applies the latest technology to add value to
precious metals and other specialized materials. 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 is one of the parent company's primary operating companies
in the U.S. and includes the Catalytic Systems Division (CSD). The CSD is the
world's leading supplier of catalytic converters for automotive exhaust emission
and air pollution control. In addition, Johnson Matthey is the largest U.S.
supplier of diesel catalytic converters, which enable customers to meet
constantly tightening regulatory requirements.

The lease term of the Johnson Matthey lease is ten years which 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. The base rent payable under
the Johnson Matthey lease for the remainder of the lease term is as follows:

-------------------------------------------------------------
Lease Year        Annual Rent        Monthly Rent
-------------------------------------------------------------
Year 3            $789,750           $65,813
-------------------------------------------------------------
Year 4            $809,250           $67,438
-------------------------------------------------------------
Year 5            $828,750           $69,063
-------------------------------------------------------------
Year 6            $854,750           $71,229
-------------------------------------------------------------
Year 7            $874,250           $72,854
-------------------------------------------------------------
Year 8            $897,000           $74,750
-------------------------------------------------------------
Year 9            $916,500           $76,375
-------------------------------------------------------------
Year 10           $939,250           $78,271
-------------------------------------------------------------

The monthly base rent payable for each extension term will be equal to the
fair market rent taking into consideration rental rates for comparable
industrial and research and development properties in the local market area. If
the parties cannot agree upon the fair market rent, the matter shall be
submitted to arbitration.

80

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 XI-XII-REIT Joint Venture must
give Johnson Matthey written notice of its intent to sell the Johnson Matthey
Building, and Johnson Matthey will have ten days from the date of such notice to
provide written notice of its intent to purchase the building. If Johnson
Matthey exercises its right of first refusal, it must purchase the Johnson
Matthey Building on the same terms contained in the offer.

The Alstom Power Richmond Building

The Alstom Power Richmond Building (formerly known as the ABB Richmond
Building) is a four-story brick office building containing 102,000 gross square
feet located in Midlothian, Virginia. 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. Wells LLC - VA
completed construction of the Alstom Power Richmond Building in July 2000 at an
aggregate cost of approximately $11,400,000, including the cost of the land.

The Alstom Power Richmond Building is part of a 250-acre office park in the
Clover Hill District of Chesterfield County, one of the fastest growing counties
in Virginia. Midlothian is located approximately nine miles southwest of the
Richmond central business district.

Wells OP originally obtained a construction loan from SouthTrust Bank, N.A.
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
recently 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. (ABB Power) and ABB Alstom Power, Inc. As of June 22,
2000, ABB Alstom Power, Inc. changed its name to Alstom Power, Inc. ABB Power
was a subsidiary of Asea Brown Boveri, Inc., a large multi-national engineering
and construction company headquartered in Switzerland.

The initial term of the Alstom Power Richmond lease is seven years which
commenced on July 24, 2000 and expires on July 23, 2007. Alstom Power has the
right to extend the lease for two additional five-year periods of time. Each
extension option must be exercised by giving notice to the landlord at least 12
months prior to the expiration of the then-current lease term. The base rent
payable under the Alstom Power lease will be as follows:

-----------------------------------------------------
Lease Year       Annual Rent       Monthly Rent
-----------------------------------------------------
Year 1           $1,183,731          $ 98,644
-----------------------------------------------------
Year 2           $1,213,324          $101,110
-----------------------------------------------------
Year 3           $1,243,657          $103,638
-----------------------------------------------------
Year 4           $1,274,748          $106,229
-----------------------------------------------------
Year 5           $1,306,618          $108,885
-----------------------------------------------------
Year 6           $1,339,283          $111,607
-----------------------------------------------------
Year 7           $1,372,765          $114,397
-----------------------------------------------------

The monthly base rent payable for each extended term of the Alstom
Power lease will be equal to the "Market Rate" for new leases of office space in
that portion of the Richmond, Virginia market that is located south of the James
River and west of I-95 for space similar to the premises. In the event the

81

parties are unable to agree upon the Market Rate, then each party shall appoint
a real estate appraiser. If the appraisers are unable to agree upon the Market
Rate, they shall appoint a third appraiser and each shall make a determination
of the Market Rate. The appraisal that is farthest from the middle appraisal
shall be disregarded and the remaining two appraisals shall be averaged to
establish the Market Rate.

Alstom Power has a one-time option to terminate the Alstom Power Richmond
lease as to a portion of the premises containing between 12,500 and 13,000
rentable square feet as of the third anniversary of the rental commencement
date. If Alstom Power elects to exercise this termination option, Alstom Power
is required to pay a termination fee equal to eight 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 a rate of ten percent (10%) per annum. Alstom Power must give
notice of its intent to exercise such option to terminate at least seven months
in advance of the third anniversary; provided, however, that Alstom Power may
pay a penalty, as stipulated in the lease, to provide less than seven months
notice.

In the event that Alstom Power exercises its termination option as of the
third anniversary of the rental commencement date, Alstom Power has a one-time
option to terminate the Alstom Power Richmond lease as to a portion of the
premises containing between 12,500 and 13,000 rentable square feet as of the
fifth anniversary of the rental commencement date. If Alstom Power elects to
exercise this termination option, Alstom Power is 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 a rate of ten
percent (10%) per annum. Alstom Power must give notice of its intent to exercise
such option to terminate at least seven months in advance of the fifth
anniversary; provided, however, that Alstom Power may pay a penalty, as
stipulated in the lease, to provide less than seven months notice.

In the event that Alstom Power does not exercise its termination option as
of the third anniversary of the rental commencement date, 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. If Alstom Power elects to
exercise this termination option, Alstom Power is 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 a rate of ten
percent (10%) per annum. Alstom Power must give notice of its intent to exercise
such option to terminate at least nine months in advance of the fifth
anniversary; provided, however, that Alstom Power may pay a penalty, as
stipulated in the lease, to provide less than nine months notice.

The Sprint Building

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

The Sprint Building is located on a 7.1 acre tract of land located adjacent
to the Leawood Country Club in Leawood, Kansas near the affluent Overland Park
suburb of Kansas City. The site is within walking distance of Ward Parkway Mall
and is convenient to downtown Kansas City and I-435, the interstate loop around
Kansas City.

82

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 provides domestic
and international voice, video and data communications services as well as
integration management and support services for computer networks.

The initial term of the Sprint lease is ten years which commenced on May
19, 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 rate
for comparable office buildings in the suburban south Kansas City, Missouri and
south Johnson County, Kansas areas. If the parties are unable to agree upon the
current market rate within 30 days of the date negotiations begin, the current
market rate shall be determined by three licensed real estate brokers, one of
which will be selected by Sprint, one of which will be selected by the XI-XII-
REIT Joint Venture and the final appraiser will be selected by the two
appraisers previously selected.

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 which may be exercised in two expansion phases. Sprint's expansion
rights involve building on unfinished ground level space that is currently used
as covered parking within the existing building footprint and shell. At each
exercise of an expansion option, the remaining lease term will be extended to be
a minimum of an additional five years from the date of the completion of such
expansion space.

Sprint must give written notice to the XI-XII-REIT Joint Venture of its
election to exercise each expansion option at least 270 days prior to the date
Sprint will require delivery of the expansion space.

If Sprint exercises either 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.

The base rental per square foot for the expansion space shall be determined
by the XI-XII-REIT Joint Venture taking into consideration the value of the
joint venture's work related to such expansion space and the base rental rate
increase per square foot applicable at the end of year five of the lease term.
The expansion space base rental rate shall be presented to Sprint no later than
45 days after delivery to the XI-XII-REIT Joint Venture of each expansion
notice. In no event shall such rental rate be greater than the base rental rate
for the Sprint Building as of the date of the expansion space commencement date.

The EYBL CarTex Building

The EYBL CarTex Building is a manufacturing and office building consisting
of a total of 169,510 square feet located in Greenville, South Carolina. The XI-
XII-REIT Joint Venture purchased the EYBL CarTex Building on May 18, 1999 for a
purchase price of $5,085,000. Construction of the EYBL CarTex Building was
originally completed in the early 1980s and an addition was completed in 1989.

83

The EYBL CarTex Building is located on an 11.9 acre tract of land at 111
SouthChase Boulevard in the SouthChase Industrial Park, which is located
adjacent to I-385 in southwest Greenville, 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. It has
plants in Austria, Germany, Hungary, Slovakia, Brazil and the United States.

The initial term of the EYBL CarTex lease is ten years which commenced on
March 1, 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 base rent
payable under the EYBL CarTex lease for the remainder of the lease term shall be
as follows:

---------------------------------------------------------
Lease Years            Annual Rent       Monthly Rent
---------------------------------------------------------
Years 3-4               $508,530            $42,378
---------------------------------------------------------
Years 5-6               $550,908            $45,909
---------------------------------------------------------
Years 7-8               $593,285            $49,440
---------------------------------------------------------
Years 9-10              $610,236            $50,853
---------------------------------------------------------

The monthly base rent payable for each extended term of the lease will be
equal to the fair market rent as submitted by the landlord. If the tenant does
not agree to the proposed rent by the landlord for the extension term, tenant
may require the fair market rent be determined by three appraisers, one of which
will be selected by the tenant, one by the landlord and the final appraiser
shall be selected by the first two appraisers.

Under the lease, 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. Within 30 days after landlord receives notice of
tenant's intent to exercise its purchase option, landlord shall submit a
proposed purchase price for the EYBL CarTex Building based upon its good faith
estimate of the fair market value of the building. If tenant does not agree to
the purchase price, tenant may require that the purchase price be established by
three appraisers, one of which will be selected by the tenant, one of which will
be selected by the landlord and the final appraiser shall be selected by the
first two appraisers. In no event, however, will the purchase price under the
purchase option be less than $5,500,000.

The Matsushita Building

The Matsushita Building is a two-story office building containing 150,000
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. Wells OP completed construction of the
Matsushita Building on January 4, 2000 at an aggregate cost of approximately
$18,400,000, including the cost of the land.

The site is located in the Pacific Commercentre, which is a 33 acre master-
planned business park positioned near the Irvine Spectrum in the heart of
Southern California's Technology Coast. Pacific Commercentre is a nine building
complex featuring office, technology, and light manufacturing uses, and is
located in the city of Lake Forest in southern Orange County.

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 Avionics manufactures and sells audio-visual products to the airline
industry for passenger use in airplanes. Matsushita Electric is a wholly-owned
subsidiary of

84

Matsushita Electric Industrial Co., Ltd. (Matsushita Industrial), a Japanese
company which is the world's largest consumer electronics manufacturer.
Matsushita Electric has guaranteed the obligations of Matsushita Avionics under
the Matsushita lease.

The initial term of the Matsushita lease is seven years which commenced on
January 4, 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. Each extension option must be exercised not more than 19 months and not
less than 15 months prior to the expiration of the then-current lease term. The
base rent payable under the Matsushita lease shall be as follows:

--------------------------------------------------
Lease Years    Annual Rent        Monthly Rent
--------------------------------------------------
Years 1-2      $1,830,000         $152,500
--------------------------------------------------
Years 3-4      $1,947,120         $162,260
--------------------------------------------------
Years 5-6      $2,064,240         $172,020
--------------------------------------------------
Year 7         $2,181,360         $181,780
--------------------------------------------------

The monthly base rent payable during the option term shall be 95% of the
stated rental rate at which, as of the commencement of the option term, tenants
are leasing non-expansion, non-affiliated, non-sublease, non-encumbered, non-
equity space comparable in size, location and quality to the Matsushita project
for a term of five years in the Lake Forest and Irvine area of Southern
California. The monthly base rent during the option term shall be adjusted
upward during the option term at the beginning of the 24th and 48th month of
each option term by an amount equal to 6% of the monthly base rent payable
immediately preceding such period. Within 30 days of tenant providing written
notice of its intent to exercise a renewal option, Wells OP shall deliver to
Matsushita Avionics notice containing the proposed rent for the option term. If,
after reasonable good faith efforts, landlord and tenant are unable to agree
upon the option rent before the 13th month prior to the expiration of the
appropriate lease term, option rent shall be determined by arbitration.

The AT&T Building

The AT&T Building (formerly known as the Vanguard Cellular Building) is a
four-story office building containing approximately 81,859 rentable square feet
located in Harrisburg, Pennsylvania. Wells OP purchased the AT&T Building on
February 4, 1999 for a purchase price of $12,291,200. Construction of the AT&T
Building was completed in November 1998.

The AT&T Building is located on 10.5 acres of land in Commerce Park, which
is located in the Lower Paxton Township, a planned business park, at the
intersection of Progress Avenue and Interstate Drive just off of the Progress
Avenue exit of Interstate 81.

Wells OP obtained a loan from Bank of America, N.A. (BOA Loan) in
connection with its original purchase of the AT&T Building. The BOA Loan, which
is more particularly described in the "Real Estate Loans" section of this
prospectus, is secured in part by a first priority mortgage against the AT&T
Building.

The AT&T Building is leased to Pennsylvania Cellular Telephone Corp.
(Pennsylvania Telephone), a subsidiary of Vanguard Cellular Systems, Inc.
(Vanguard Cellular), and the obligations of Pennsylvania Telephone under the
Vanguard Cellular lease are guaranteed by Vanguard Cellular. Vanguard Cellular
is an independent operator of cellular telephone systems in the United States
with over 664,000 subscribers located in 26 markets in the Mid-Atlantic, Ohio
Valley and New England regions of the United States. Vanguard Cellular markets
its wireless products and services under the name CellularOne, a nationally
recognized brand name partially owned by Vanguard Cellular. Vanguard

85

Cellular operates primarily in suburban and rural areas that are close in
proximity to major urban areas, which it believes affords several advantages
over its traditional urban competitors, including (1) greater network capacity,
(2) greater roaming revenue opportunities, (3) lower distribution costs, and (4)
higher barriers to entry by competitors.

On May 3, 1999, Vanguard Cellular was merged with and became a wholly-owned
subsidiary of AT&T Corp.

The initial term of the Vanguard Cellular lease is ten years which
commenced on November 16, 1998 and expires in November 2007. Vanguard has the
option to extend the initial term of the Vanguard Cellular lease for three
additional five-year periods and one additional four year and 11-month period.
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 following table summarizes the annual base rent payable during the remainder
of the initial term of the Vanguard Cellular lease:

-------------------------------------------------
Lease Year     Annual Rent       Monthly Rent
-------------------------------------------------
Year 3         $1,416,221          $118,018
-------------------------------------------------
Year 4         $1,442,116          $120,176
-------------------------------------------------
Year 5         $1,468,529          $122,377
-------------------------------------------------
Year 6         $1,374,011          $114,501
-------------------------------------------------
Year 7         $1,401,491          $116,791
-------------------------------------------------
Year 8         $1,429,521          $119,127
-------------------------------------------------
Year 9         $1,458,111          $121,509
-------------------------------------------------
Year 10        $1,487,274          $123,939
-------------------------------------------------

The annual base rent for each extended term under the lease will be equal
to 93% of the "fair market rent" determined either (1) as agreed upon by the
parties, or (2) as determined by appraisal pursuant to the terms and conditions
of the Vanguard Cellular lease. 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. If the fair market rent
is to be determined by appraisal, both the landlord and the tenant shall
designate an independent appraiser, and both appraisers shall mutually designate
a third appraiser. After their appointment, the appraisers shall determine the
fair market rent and the fair market escalator by submitting independent
appraisals. The fair market rent and fair market escalator shall be deemed to be
the middle appraisal of the three submitted.

In addition, the Vanguard Cellular 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
Vanguard Cellular lease.

Within 60 days after Wells OP's receipt of the expansion notice, Wells OP
shall consult with Pennsylvania Telephone concerning Pennsylvania Telephone's
specific requirements with regard to the expansion improvements and, within such
60 day period, Wells OP shall notify Pennsylvania Telephone in writing of the
total estimated expansion costs to be incurred in planning and constructing the
expansion improvements. Within 60 days after Pennsylvania Telephone receives
Wells OP's written notification of the costs for the expansion improvements,
Pennsylvania Telephone shall notify Wells OP in writing either (1) that
Pennsylvania Telephone authorizes Wells OP to proceed with the construction of
the expansion improvements, (2) that Pennsylvania Telephone intends to submit
revised specifications within 60 days to

86

reduce the estimated costs of the expansion improvements to an amount
satisfactory to Pennsylvania Telephone, or (3) that Pennsylvania Telephone
elects not to expand the premises. If Pennsylvania Telephone fails to deliver
its notice to proceed within the above mentioned 60 day period, then
Pennsylvania Telephone shall be deemed to have elected not to expand.

If Pennsylvania Telephone delivers its notice to proceed with the expansion
improvements, Pennsylvania Telephone shall be deemed to have exercised its
option for such full or partial renewal terms such that, as of the date of
substantial completion of the expansion improvements, the remaining lease term
shall be ten years from such date of substantial completion. Pennsylvania
Telephone shall continue to have the right to exercise its option for any of the
renewal terms discussed above which remain beyond the ten year additional term;
provided that, if the remaining portion of a renewal term after the ten year
extension shall be less than one year, then the ten year term shall be further
extended to include the remaining portion of the renewal term which is less than
one year.

The annual base rent for the expansion improvements for the first 12 months
shall be equal to the product of (a) the expansion costs, multiplied by (b) a
factor of 1.07, multiplied by (c) the greater of (X) 10.50%, or (Y) an annual
interest rate equal to 375 basis points in excess of the ten-year United States
Treasury Note Rate then most recently announced by the United States Treasury as
of the commencement date of the expansion improvements. Thereafter, the annual
base rent for the expansion improvements shall be increased annually by the
lesser of (1) 5%, or (2) 75% of the percentage by which the United States,
Bureau of Labor Statistics, Consumer Price Index for All Items - All Urban Wage
Earners and Clerical Workers for the Philadelphia Area published nearest to the
expiration date of each 12 month period subsequent to the expansion commencement
date is greater than the CPI Index most recently published prior to the
commencement date.

The PwC Building

The PwC Building is a four-story office building containing approximately
130,090 rentable square feet located in Tampa, Florida. Wells OP purchased the
PwC Building on December 31, 1998 for a purchase price of $21,127,854.
Construction of the PwC Building was completed in 1998.

The PwC Building is located on approximately 9.0 acres of land located in
Sunforest Business Park between Eisenhower Boulevard and George Road
approximately 1,250 feet south of West Hillsborough Avenue. The Sunforest
Business Park is located in the Westshore Business District, which is a suburban
business center surrounding Tampa International Airport.

Wells OP purchased the PwC Building subject to a loan from SouthTrust Bank,
N.A. (SouthTrust Loan). 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. These services include audit, accounting
and tax advice; management, information technology and human resource
consulting; financial advisory services including mergers and acquisitions,
business recovery, project finance and litigation support; business process
outsourcing services; and legal advice through a global network of affiliated
law firms. PwC employs more than 140,000 people in 152 countries.

The initial term of the PwC lease is ten years which commenced on December
28, 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 $1,973,213 ($15.17 per square foot) payable in
equal monthly installments of $164,434 during 2000. The base rent escalates at
the rate of 3%

87

per year throughout the ten year lease term. In addition, PwC is required to pay
a "reserve" of $13,009 ($.10 per square foot) as additional rent.

The annual base rent for each renewal term under the lease will be equal to
the greater of (a) 90% of the "market rent rate" for such space multiplied by
the rentable area of the leased premises, or (b) 100% of the base rent paid
during the last lease year of the initial term, or the then-current renewal
term, as the case may be. If the base rent for the first lease year under the
renewal term is determined pursuant to clause (a) above, then the base rent for
each lease year of such renewal term after the first lease year shall be 103% of
the base rent for the immediately preceding lease year. If the base rent for the
first lease year of a renewal term is determined pursuant to clause (b) above,
then there shall be no escalation of the base rent until such time that the
total base rent paid during the renewal term is equal to the total base rent
that would have been paid during such renewal term if the base rent had been
determined pursuant to clause (a) above; and thereafter, the base rent for each
subsequent lease year of such renewal term shall be 103% of the base rent for
the immediately preceding lease year.

The "market rent rate" under the PwC lease shall be determined by agreement
of the parties within 30 days after the date on which PwC delivers its notice of
renewal. If Wells OP and PwC are unable to reach agreement on the market rent
rate within said 30 day period, then each party shall simultaneously submit to
the other in a sealed envelope its good faith estimate of the market rent rate
within seven days of expiration of the 30 day period. If the higher of such
estimates is not more than 105% of the lower of such estimates then the market
rent rate shall be the average of the two estimates. Otherwise, within five days
either party may request in writing to resolve the dispute by arbitration. The
"market rate rent" shall be based upon the fair market rent then being charged
by landlords under new leases of office space in the Westshore Business District
for similar space in a building of comparable quality with comparable amenities.

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 by delivering written notice to Wells OP at any
time between the 60th day after the rental commencement date and the expiration
of the initial term of the lease. If PwC for any reason fails to deliver the
expansion notice on or prior to the last day of the initial term, the expansion
option shall automatically expire. Upon PwC's delivery of the expansion notice
and commencement of construction of the improvements by Wells OP, the term of
the lease shall automatically be extended for an additional period of ten years
from the date of substantial completion of the expansion building, without
further action by either PwC or Wells OP. During the first five lease years of
the initial term, Wells OP shall be obligated to construct the expansion
building if PwC delivers the expansion notice. Wells OP and PwC have agreed that
Wells OP shall not be required to construct the expansion building, however, if
PwC delivers the expansion notice after the end of the fifth lease year and,
following delivery of such expansion notice, Wells OP determines not to
construct the expansion building based upon the base rent it would receive for
the expansion building. If Wells OP notifies PwC in writing of such
determination within 30 days after Wells OP's receipt of the expansion notice,
PwC shall have the right to exercise its option to purchase the PwC building.

If PwC elects to exercise its expansion option, in addition to the
construction of a second building which is of a quality equal to or better than
the PwC building, 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. Wells OP agrees to
fund the cost of the design, development and construction of the expansion
building up to a maximum of $150.00 per square foot of rentable area, as
increased by increases in the Consumer Price Index between the rental
commencement

88

date and the date of expansion notice. PwC shall be responsible for the payment
of any costs of the expansion building in excess of the maximum expansion cost.

The base rent per square foot of rentable area payable for the expansion
building in the first lease year of such building shall be an amount equal to
the product of (a) the expansion building cost per square foot of rentable area
multiplied by (b) the sum of 300 basis points plus the weekly average yield on
United States Treasury Obligations, amortized on an annual basis over a period
of 20 years. The base rent for each subsequent lease year shall be 103% of the
base rent for the immediately preceding lease year.

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. The
purchase price for the PwC Building pursuant to the purchase option shall be
equal to (a) the average of the monthly base rent for each month remaining in
the initial term as of the closing date on the Purchase Option multiplied by 12,
and (b) such average annual base rent shall be multiplied by 11.

The Fairchild Building

The Fairchild Building is a two-story manufacturing and office building
with 58,424 rentable square feet located in Fremont, Alameda County, California.
The Fremont Joint Venture purchased the Fairchild Building on July 21, 1998 for
a purchase price of $8,900,000. Construction of the Fairchild Building was
completed in 1985.

The Fairchild Building is located on approximately 3 acres at 47320 Kato
Road on the corner of Kato Road and Auburn Road in the City of Fremont,
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. The
semiconductor equipment group recently unveiled a new line of semiconductor
wafer processing equipment which will provide alternatives to the traditional
semiconductor chip production methods.

Fairchild is a wholly-owned subsidiary of the Fairchild Corporation
(Fairchild Corp). Fairchild Corp is the largest aerospace fastener and fastening
system manufacturer and is one of the largest independent aerospace parts
distributors in the world. Fairchild Corp is a leading supplier to aircraft
manufacturers such as Boeing, Airbus, Lockheed Martin, British Aerospace and
Bombardier and to airlines such as Delta Airlines and U.S. Airways. The
obligations of Fairchild under the Fairchild lease are guaranteed by Fairchild
Corp.

The initial term of the Fairchild lease is seven years which commenced on
December 1, 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
payable under the remainder of the Fairchild lease is as follows:

----------------------------------------
Year      Annual Rent   Monthly Rent
----------------------------------------
Year 4     $867,324      $72,277
----------------------------------------
Year 5     $893,340      $74,445
----------------------------------------
Year 6     $920,136      $76,678
----------------------------------------
Year 7     $947,736      $78,978
----------------------------------------

89

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.
If Fairchild and the Fremont Joint Venture are unable to agree upon the fair
rental value for the extended lease term, each party shall select an appraiser
and the two appraisers shall establish the rent by agreement.

The Cort Furniture Building

The Cort Furniture Building is a one-story office, showroom and warehouse
building with 52,000 rentable square feet located in Fountain Valley,
California. The Cort Joint Venture purchased the Cort Furniture Building on July
31, 1998 for a purchase price of $6,400,000. Construction of the Cort Furniture
Building was completed in 1975.

The Cort Furniture Building is located on two parcels of land totaling
approximately 3.6 acres at 10700 Spencer Street on the southeast corner of
Spencer Avenue and Mt. Langley Street adjacent on the south side to Interstate
405.

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 New
York Stock Exchange Company trading under the symbol CBZ (Cort Business
Services). Cort Business Services is the largest and only national provider of
high-quality office and residential rental furniture and related accessories.
Cort Business Services has operations that cover 32 states and the District of
Columbia and includes 119 rental showrooms. The obligations of Cort under the
Cort Furniture lease are guaranteed by Cort Business Services.

The initial term of the Cort lease is 15 years which commenced on November
1, 1988 and expires in October 2003. Cort has an option to extend the Cort lease
for an additional five-year period of time. The annual base rent payable under
the Cort lease is $758,964 through April 30, 2001 at which time the annual base
rent will be increased 10% to $834,888 for the remainder of the lease term. The
monthly base rent during the first year of the extended term shall be 90% of the
then-fair market rental value of the Cort Furniture Building, but will be no
less than the rent in the 15th year of the Cort lease. If Cort and the Cort
Joint Venture are unable to agree upon a fair rental value for the extended
lease term, each party shall select an appraiser and the two appraisers shall
provide appraisals on the Cort Furniture Building. If the appraisal values
established are within 10% of each other, the average of such appraised value
shall be the fair market rental value. If said appraisals are varied by more
than 10%, the two appraisers shall appoint a third appraiser and the middle
appraisal of the three shall be the fair rental value.

The Iomega Building

The Iomega Building is a warehouse and office building with 108,000
rentable square feet located in Ogden City, Utah. Wells Fund X originally
purchased the Iomega Building on April 1, 1998 for a purchase price of
$5,025,000 and contributed the Iomega Building to the IX-X-XI-REIT Joint Venture
on July 1, 1998.

The Iomega Building is located on an approximately 8.0 acre tract of land
at 2976 South Commerce Way in the Ogden Commercial and Industrial Park, which is
one mile north of Roy City, one mile northwest of Riverdale City and three miles
southwest of the Ogden central business district.

90

The Iomega Building is leased to Iomega Corporation (Iomega). Iomega, a
New York Stock Exchange company, 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.

The initial term of the Iomega lease is ten years which commenced on
August 1, 1996 and expires in July 2006. In March 1999, the IX-X-XI-REIT Joint
Venture acquired an adjacent parcel of land and constructed additional parking
at the site at an aggregate cost of $874,625. As a result, Iomega increased its
monthly base rent and extended the term of its lease until April 30, 2009. The
Iomega lease contains no further extension provisions. Iomega's world
headquarters are located within one mile of the Iomega Building. The annual base
rent payable under the Iomega lease is $659,868. 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 Interlocken Building

The Interlocken Building is a three-story multi-tenant office building
with 51,974 rentable square feet located in Broomfield, Colorado. The
IX-X-XI-REIT Joint Venture purchased the Interlocken Building on March 20, 1998
for a purchase price of $8,275,000. Construction of the Interlocken Building was
completed in December 1996.

The Interlocken Building is located on a 5.1 acre tract of land in the
Interlocken Business Park on Highway 36, the Boulder-Denver Turnpike, which is
the main thoroughfare between Boulder and Denver. The Interlocken Building is
located approximately eight miles southeast of Boulder and approximately 15
miles northwest of Denver. The Interlocken Building is currently leased as
follows:

---------------------------------------------------------
Floor      Tenant                    Rentable Sq. Ft.
---------------------------------------------------------

1          Multiple                  15,599
---------------------------------------------------------
2          ODS Technologies, L.P.    17,146
---------------------------------------------------------
3          GAIAM, Inc.               19,229
---------------------------------------------------------

The entire third floor of the Interlocken Building containing 19,229
rentable square feet (37% of the total rentable square feet) is currently under
lease to GAIAM, Inc. (GAIAM). GAIAM, formerly known as Transecom, Inc., is a
consumer distributor of environmental friendly products, including on-site video
and audio production of environmental and alternative health videos using
state-of-the-art electronics and sound stage. GAIAM was founded in 1988 and
currently employs approximately 60 people.

The GAIAM lease currently expires in October 2001, subject to GAIAM's
right to extend for one additional term of five years upon 180 days' notice. The
annual base rent payable under the GAIAM lease is approximately $313,800 for the
initial term of the lease. In accordance with the GAIAM lease, Golden Rule,
Inc., an affiliate of GAIAM, occupies 6,621 rentable square feet of the third
floor. GAIAM guarantees the entire payment due under the GAIAM lease. GAIAM also
leases 1,510 rentable square feet on the first floor. The base rent payable for
this space for the remainder of the lease term is as follows:

-----------------------------------------------
Year         Annual Rent       Monthly Rent
-----------------------------------------------

Year 2       $25,800           $2,150
-----------------------------------------------
Year 3       $26,400           $2,200
-----------------------------------------------

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GAIAM currently subleases 2,910 rentable square feet on the first floor
from TECWorks, Inc./Enterprise Bank. The annual base rent payable for this space
is $48,012.

The entire second floor of the Interlocken Building containing 17,146
rentable square feet (34% of total rentable square feet) is currently under
lease to ODS Technologies, L.P. (ODS). ODS provides in-home financial
transaction services via telephone and television, and it has developed
interactive computer-based applications for such in-home purchasing. Originally
based in Tulsa, Oklahoma, ODS relocated its business to the Interlocken
Building.

The ODS lease expires in September 2003, subject to ODS's right to
extend for one additional term of three years upon 180 days' notice. The base
rent payable for the remainder of the ODS lease is as follows:

-----------------------------------------------
Year         Annual Rent       Monthly Rent
-----------------------------------------------

Year 3       $282,600          $23,550
-----------------------------------------------
Year 4       $288,600          $24,050
-----------------------------------------------
Year 5       $294,600          $24,550
-----------------------------------------------

The rental payments to be made by the tenant under the ODS lease are
also secured by the assignment of a $275,000 letter of credit which may be drawn
upon by the landlord in the event of a tenant default under the lease.

The first floor of the Interlocken Building containing 15,599 rentable
square feet is occupied by several tenants, in addition to GAIAM, whose leases
expire in 2002. The aggregate annual base rent payable under these leases for
2000 is approximately $243,696.

The Ohmeda Building

The Ohmeda Building is a two-story office building with approximately
106,750 rentable square feet located in Louisville, Colorado. The IX-X-XI-REIT
Joint Venture purchased the Ohmeda Building on February 13, 1998 for a purchase
price of $10,325,000. Construction of the Ohmeda Building was completed in
January 1988.

The Ohmeda Building is located on a 15.0 acre tract of land in the
Centennial Valley Business Park approximately five miles southeast of Boulder
and approximately 17 miles northwest of Denver. The Ohmeda Building is situated
near Highway 36, which is the main thoroughfare between Boulder and Denver.

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. Ohmeda also
has a special products division, which produces neonatal and other oxygen care
products. Ohmeda recently extended an agreement with Hewlett-Packard to include
co-marketing and promotion of combined Ohmeda/H-P neonatal products.

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 currently expires in January 2005, subject to Ohmeda's
right to extend the Ohmeda Lease for two additional five-year periods of time.
The base rent payable under the Ohmeda lease is as follows:

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-------------------------------------------------
Years          Annual Rent       Monthly Rent
-------------------------------------------------

Years 1-5      $1,004,520        $83,710
-------------------------------------------------
Year 6         $1,054,692        $87,891
-------------------------------------------------
Year 7         $1,107,000        $92,250
-------------------------------------------------

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.
Ohmeda's option to expand the premises is subject to deliverance of at least
four months' prior written notice to the IX-X-XI-REIT Joint Venture. During the
four months subsequent to the notice of Ohmeda's intention to expand the
premises, Ohmeda and the IX-X-XI-REIT Joint Venture shall negotiate in good
faith and enter into an amendment to the Ohmeda lease for the construction and
rental of the expansion space. If Ohmeda exercises its option to expand the
premises, the right to terminate clause described above will automatically be
canceled, and the primary lease term shall be extended for a period of ten years
from the date on which a certificate of occupancy is issued by the City of
Louisville with respect to the expansion space.

The base rental for the expansion space payable under the Ohmeda lease
shall be calculated to generate a rate of return to the IX-X-XI-REIT Joint
Venture on its project costs and any retrofit expenses with respect to the
existing premises incurred by landlord over the new, ten year extended primary
lease term, equal to the prime lending rate published by Norwest Bank, N.A. on
the first day of such extended primary lease term, plus 3%, plus full
amortization of the tenant finish costs with respect to the expansion space and
the existing premises. This base rental shall be payable through January 31,
2005. The base rental payable under the Ohmeda lease from February 1, 2005
through the remaining balance of the new, extended ten year primary lease term,
shall be based on a combined rental rate equal to the sum of (1) the base rental
payable by Ohmeda during lease year number seven for the existing premises, plus
(2) the base rent payable by Ohmeda during lease year number seven for the
expansion space, plus an amount equal to 2% of the combined rental rate.
Thereafter, the base rent payable for the entire premises shall be the base rent
payable during the previous lease year plus an amount equal to 2% of the base
rent payable during such previous lease year.

The Alstom Power Knoxville Building

The Alstom Power Knoxville Building (formerly known as the ABB
Knoxville Building) is a three-story multi-tenant steel-framed office building
containing approximately 84,404 square feet located in Knoxville, Tennessee.
Wells Fund IX purchased the land and constructed the Alstom Power Knoxville
Building. 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. Construction of the Alstom Power Knoxville
Building was completed in December 1997.

The Alstom Power Knoxville Building is located on approximately 5.6
acres located in an office park known as Center Point Business Park on
Pellissippi Parkway just north of the intersection of Interstates 40 and 75, in
Knox County, Tennessee approximately 10 miles west of the Knoxville central
business district.

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. (ABB Power) and ABB Alstom Power, Inc.
As of June 22, 2000, ABB Alstom Power, Inc. changed its name to Alstom Power,
Inc. ABB Power was a subsidiary of Asea Brown Boveri, Inc., a large multi-
national engineering and construction company headquartered in Switzerland.

93

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.

The initial term of the Alstom Power Knoxville lease is nine years and
11 months which commenced on January 1, 1998 and expires in December 2007. The
annual base rent payable under the Alstom Power Knoxville lease is $1,106,520
payable in equal monthly installments of $92,210 during the first five years of
the initial lease term, $1,233,120 payable in equal monthly installments of
$102,760 during the next two years of the initial lease term, and $1,220,484
payable in equal monthly installments of $101,707 during the last two years and
11 months of the initial lease term.

The IX-X-XI-REIT Joint Venture has agreed to provide Alstom Power on
the fifth anniversary of the rental commencement date a redecoration allowance
of an amount equal to (1) $5.00 per square foot of useable area of the premises
leased which has been leased and occupied by Alstom Power for at least three
consecutive years ending with such fifth anniversary reduced by (2) $177,000.

Alstom Power has a one-time option to terminate the Alstom Power
Knoxville lease as of the seventh anniversary of the rental commencement date
which is exercisable by written notice to the IX-X-XI-REIT Joint Venture at
least 12 months in advance of such seventh anniversary. If Alstom Power elects
to exercise this termination option, Alstom Power is required to pay to the
IX-X-XI-REIT Joint Venture, on or before 90 days prior to the seventh
anniversary of the rental commencement date, a termination payment intended to
compensate the IX-X-XI-REIT Joint Venture for the present value of certain sums
which the joint venture has expended in connection with the Alstom Power
Knoxville lease amortized over and attributable to the remaining lease term and
a rent payment equal to approximately 15 months of monthly base rental payments.
We currently anticipate that the termination payment 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.

The Avaya Building

The Avaya Building (formerly known as the Lucent Technologies Building)
is a one-story office building containing approximately 57,186 rentable square
feet which was developed and constructed on certain real property located in
Oklahoma City, Oklahoma by Wells Development. 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, which was equal to the aggregate cost to Wells Development of the
acquisition, construction and development of the Avaya Building, including
interest and other carrying costs, and accordingly, Wells Development made no
profit from the sale of the Avaya Building to the IX-X-XI-REIT Joint Venture.
Construction of the Avaya Building was completed in January 1998.

The Avaya Building is located on approximately 5.3 acres located in the
Quail Springs Office Park, 1400 Hertz Quail Springs Parkway, in the northwest
sector of Oklahoma City.

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, who remains liable on the lease, is a
telecommunications company which was spun off by AT&T in April 1996. Lucent
Technologies, which is traded on the New York Stock Exchange, is in the business
of designing, developing and marketing communications systems and technologies
ranging from microchips to whole networks and is one of the

94

world's leading designers, developers and manufacturers of telecommunications
system software and products.

The initial term of the Avaya lease is ten years which commenced on
January 5, 1998 and expires in January 2008. Avaya has the option to extend the
initial term of the Avaya lease for two additional five-year periods. The annual
base rent payable under the Avaya lease will be $508,383 payable in equal
monthly installments of $42,365 during the first five years of the initial lease
term, and $594,152 payable in equal monthly installments of $49,513 during the
second five years of the initial lease term. The annual base rent for each
extended term under the lease will be based upon the fair market rent then being
charged by landlords under new leases of office space in the metropolitan
Oklahoma City market for similar space in a building of comparable quality with
comparable amenities. The Avaya lease provides that if the parties cannot agree
upon the appropriate fair market value rate, the rate will be established by
real estate appraisers.

Under the Avaya lease, Avaya also has a one-time option to terminate
the Avaya lease on the seventh anniversary of the rental commencement date,
which is exercisable by written notice to the landlord at least 12 months in
advance of such seventh anniversary. If Avaya elects to exercise its option to
terminate the Avaya lease, Avaya would be required to pay a termination payment
intended to compensate the landlord for the present value of funds expended as a
construction allowance and leasing commissions relating to the Avaya lease,
amortized over and attributable to the remaining lease term, and a rental
payment equal to approximately 18 months of monthly rental payments. We
currently anticipate that the termination payment required to be paid by Avaya,
in the event it exercises its option to terminate the Avaya lease on the seventh
anniversary, would be approximately $1,339,000 based upon certain assumptions.

Property Management Fees

Wells Management, our Property Manager, has 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 Wells Fund XI and the Wells REIT are
authorized to pay aggregate 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 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 in the joint
ventures.

Wells Management has been retained to manage and lease each of the
remaining buildings for 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 received 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 and the Alstom Power Richmond Building.

95

Real Estate Loans

The SouthTrust Loans

Wells OP has established various secured lines of credit with
SouthTrust Bank, N.A. (SouthTrust) whereby SouthTrust has agreed to loan in the
aggregate an amount of up to $72,140,000 to Wells OP 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 December 15, 2000,
the interest rate was 8.44% 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 December 15, 2000, the outstanding
principal balance of the $32,393,000 SouthTrust line of credit was $17,028,850.

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 December
15, 2000, there was no outstanding principal balance on the $12,844,000
SouthTrust line of credit.

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 December 15, 2000, there was no outstanding principal
balance on the $17,800,000 SouthTrust line of credit.

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 (formerly known as the ABB Richmond Building). After
completion of the construction, SouthTrust converted the construction loan into
a separate line of credit in the maximum principal amount 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
December 15, 2000, there was no outstanding principal balance on the $7,900,000
SouthTrust line of credit.

The BOA Loan

Wells OP originally obtained a loan in the amount of $6,425,000 from
Bank of America, N.A. (BOA Loan), to fund a portion of the purchase price of the
AT&T Building (formerly the Vanguard Cellular Building) located in Harrisburg,
Pennsylvania. On November 23, 1999, the BOA Loan was converted to a revolving
credit loan in the maximum principal amount of $9,825,000 for the acquisition of
real properties by Wells OP. On February 24, 2000, the credit limit of the BOA
Loan was increased

96

further to $26,725,000. The BOA Loan requires monthly payments of interest only
and matures on January 4, 2002. The interest rate on the BOA Loan is a variable
rate per annum equal to the LIBOR for a thirty-day period plus 200 basis points.
As of December 15, 2000, the interest rate on the BOA Loan was 8.69% per annum.
The BOA Loan is secured by first priority mortgages against both the AT&T
Building and the Marconi Building. As of December 15, 2000, the outstanding
principal balance of the BOA Loan was $14,300,149.

The Metris Loan

Wells OP assumed a loan (Metris Loan) with Richter-Schroeder Company,
Inc. in connection with its purchase of the Metris Building. The Metris Loan
requires monthly payments of interest only and matures on February 11, 2003. The
interest rate on the Metris Loan is an annual variable rate equal to the LIBOR
for a thirty-day period plus 175 basis points. As of December 15, 2000, the
interest rate on the Metris Loan was 8.44% per annum. The Metris Loan is
secured by a first mortgage against the Metris Building. As of December 15,
2000, the outstanding principal balance of the Metris Loan was $8,000,000.

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.

This section and other sections of 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 cash
distributions anticipated to be distributed to shareholders 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 statement 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, lack of availability of financing and the potential need to
fund tenant improvements or other capital expenditures out of operating cash
flow.

Liquidity and Capital Resources

We began active operations on June 5, 1998, when we received and
accepted subscriptions for 125,000 shares pursuant to our initial public
offering, which commenced on January 30, 1998. We terminated our initial public
offering on December 19, 1999, and on December 20, 1999, we commenced a
follow-on public offering of up to 22,200,000 shares of common stock at $10 per
share. As of December 31, 1999, we had raised an aggregate of $134,710,850 in
offering proceeds through the sale of 13,471,085 shares. As of December 31,
1999, we had paid $4,714,880 in acquisition and advisory fees and acquisition
expenses, $16,838,857 in selling commissions and organizational and offering
expenses, and $112,287,969 in capital contributions to Wells OP for investments
in joint ventures and acquisitions of real properties. As of December 31, 1999,
we were holding net offering proceeds of approximately $869,144 available for
investment in additional properties.

Between December 31, 1999, and September 30, 2000, we raised an
additional $127,695,246 in offering proceeds through the sale of an additional
12,769,524 shares. Accordingly, as of September 30, 2000, we had raised a total
of $262,406,096 in offering proceeds through the sale of 26,240,610 shares of
common stock. As of September 30, 2000, we had paid a total of $9,161,189 in
acquisition and advisory

97

fees and acquisition expenses, had paid a total of $32,718,532 in selling
commissions and organizational and offering expenses, had made capital
contributions of $211,641,497 to Wells OP for investments in joint ventures and
acquisitions of real property, had utilized $657,844 for the redemption of stock
pursuant to our share redemption program, and were holding net offering proceeds
of $8,227,034 available for investment in additional properties.

Cash and cash equivalents at September 30, 2000 and 1999 were
$12,257,161 and $2,850,263, respectively. The increase in cash and cash
equivalents resulted primarily from raising additional capital which was offset
by increased investments in real property acquisitions.

Operating cash flows are expected to increase as additional properties
are added to our investment portfolio. Dividends to be distributed to the
shareholders are determined by the board of directors and are dependent upon a
number of factors relating to the Wells REIT, 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.

As of September 30, 2000, we had acquired interests in 25 real estate
properties. These properties are generating sufficient cash flow to cover our
operating expenses and pay quarterly dividends. Dividends declared for the third
quarter of 2000 and the third quarter of 1999 totaled $0.1875 and $0.1750 per
share, respectively, which were declared on a daily record date basis in the
amount of $0.002038 and $0.001902, respectively, per share payable to the
shareholders of record at the close of business of each day during the quarter.

On February 18, 1999, Wells OP entered into a Rental Income Guaranty
Agreement with the VIII-IX Joint Venture. The Rental Income Guaranty Agreement
provided for a guarantee by Wells OP to the VIII-IX Joint Venture that it would
receive rental income on the Quest Building (formerly known as the Bake Parkway
Building) previously leased to Matsushita Avionics at least equal to the rental
and building expenses that the VIII-IX Joint Venture would have received over
the remaining term of its original lease with Matsushita Avionics. Matsushita
Avionics vacated the Quest Building in December 1999, with the existing lease
term ending in September 2003, in order to occupy the Matsushita Building
developed and constructed by Wells OP. On June 15, 2000, the VIII-IX-REIT Joint
Venture was formed between Wells OP and the VIII-IX Joint Venture for purposes
of owning and operating the Quest Building. On July 1, 2000, the VIII-IX Joint
Venture transferred the Quest Building to the VIII-IX-REIT Joint Venture as its
capital contribution. (See "Description of Properties -- Joint Ventures with
Affiliates.") Under the Rental Income Guaranty Agreement, Wells OP also
guaranteed that, if a joint venture such as the VIII-IX-REIT Joint Venture was
ever formed by the parties for the ownership and operation of the Quest
Building, Wells OP would guaranty to the VIII-IX Joint Venture that it would
receive monthly cash flow distributions from such joint venture at least equal
to the rent and building expenses guaranteed under the Rental Income Guaranty
Agreement. Currently the Quest Building is leased by Quest Software, Inc.
(Quest) pursuant to a 42 month lease that expires on December 31, 2003. (See
"Description of Properties -- The Quest Building.")

Wells OP had paid approximately $542,645 in rental income guaranty
payments to the VIII-IX Joint Venture through September 30, 2000, and will
continue making payments in the amount of $6,656 per month through February 2001
to cover initial rental concessions granted to Quest in order to induce Quest to
rent the Quest Building. Our maximum liability exposure to the VIII-IX Joint
Venture for rental income and building expenses potentially payable under this
Rental Income Guaranty Agreement of approximately $3,000,000 was taken into
account in the economic analysis performed in making the determination to go
forward with the development of the Matsushita Building. Although the lease of
the Quest Building by Quest has substantially reduced our financial exposure
under the Rental Income Guaranty Agreement, we cannot, at this time, determine
the amount of any future liability if Quest

98

defaults or otherwise fails to make the required payments under its lease. Wells
OP continues to guaranty payment under the Rental Income Guaranty Agreement and,
consequently, continues to bear some risk, even though their risk has been
substantially minimized by the lease with Quest. Payments made to the VIII-IX
Joint Venture under the Rental Income Guaranty Agreement are made from capital
proceeds raised and are being capitalized over the term of the lease with
Matsushita Avionics for the Matsushita Building.

Cash Flows From Operating Activities

Net cash provided by operating activities was $4,737,973 for the nine
months ended September 30, 2000 and $2,273,102 for the nine months ended
September 30, 1999. The increase in net cash provided by operating activities
was due primarily to the purchase of additional properties in late 1999 and
2000.

Cash Flows From Investing Activities

The increase in net cash used in investing activities from $75,420,671
for the nine months ended September 30, 1999 to $113,424,119 for the nine months
ended September 30, 2000 was due primarily to the raising of additional capital
and funds that have been invested in real property acquisitions.

Cash Flows From Financing Activities

The increase in net cash provided by financing activities from
$68,018,429 for the nine months ended September 30, 1999 to $118,013,503 for the
nine months ended September 30, 2000 was due primarily to the raising of
additional capital and the corresponding increase in funds borrowed to purchase
additional properties. We raised $127,695,243 in offering proceeds for the nine
months ended September 30, 2000, as compared to $76,927,944 for the nine months
ended September 30, 1999. In addition, we received loan proceeds from financing
secured by properties of $67,883,130 and repaid notes payable in the amount of
$52,903,328 for the nine months ended September 30, 2000.

Results of Operations

As of September 30, 2000, our real estate properties were 100% occupied
by tenants. Gross revenues for the nine months ended September 30, 1999 and for
the nine months ended September 30, 2000 were $3,996,290 and $15,734,638,
respectively. This increase in revenues was due to the purchase of additional
properties during late 1999 and 2000. The purchase of interests in additional
properties also resulted in an increase in operating expenses, management and
leasing fees, and depreciation expense. Our net income increased to $5,737,537
for the first nine months of 2000 as compared to $2,272,432 for the first nine
months of 1999.

Subsequent Events

On November 1, 2000, Wells OP acquired a three-story 236,710 square
foot office building (Motorola Plainfield Building) located at Durham Avenue on
Interstate 287 in South Plainfield, New Jersey for a purchase price of
$33,648,156, plus closing costs of $105,225. The Motorola Plainfield Building is
100% leased to Motorola, Inc. (See "Description of Properties -- The Motorola
Plainfield Building.")

Property Operations

As of September 30, 2000, we have provided the following operational
information relating to our real estate properties:

99

The Alstom Power Knoxville Building (formerly the ABB Knoxville
Building)/ The IX-X-XI-REIT Joint Venture

Three Months Ended          Nine Months Ended
------------------------    -----------------------
Sept. 30,      Sept. 30,    Sept. 30,     Sept. 30,
2000           1999         2000          1999
---------      ---------    ---------     ---------

Revenues:
Rental income                            $ 288,969      $ 261,986    $ 895,551     $ 784,065
Interest income                             19,871         15,024       53,575        46,765
---------      ---------    ---------     ---------
308,840        277,010      949,126       830,830
---------      ---------    ---------     ---------
Expenses:
Depreciation                                98,454        135,499      295,362       403,699
Management and leasing expenses             36,277         32,260      112,232        93,666
Other operating expenses                   (26,544)       (17,097)     (69,178)      (13,390)
---------      ---------    ---------     ---------
108,187        150,662      338,416       483,975
---------      ---------    ---------     ---------
Net income                                  $ 200,653      $ 126,348    $ 610,710     $ 346,855
=========      =========    =========     =========
Occupied percentage                               100%         98.28%         100%        98.28%
=========      =========    =========     =========
Our ownership percentage                         3.71%          3.74%        3.71%         3.74%
=========      =========    =========     =========
Cash distributed to the Wells REIT          $  11,074      $   9,855    $  33,513     $  28,263
=========      =========    =========     =========
Net income allocated to the Wells REIT      $   7,451      $   4,721    $  22,700     $  13,043
=========      =========    =========     =========

Rental income increased in 2000, over 1999, due primarily to the
increased occupancy level of the property. Total expenses decreased due to a
decrease in depreciation expense. This decrease resulted from an accelerated
depreciation on tenant improvements for a short-term lease in 1999 for 23,092
square feet. Other operating expenses are negative due to an offset of tenant
reimbursements in operating costs, as well as management and leasing fee
reimbursements. Tenants are billed an estimated amount for the current year
common area maintenance (CAM) which is then reconciled the following year and
the difference billed to the tenant. Net income and cash distributions increased
in 2000, over 1999, due to a combination of increased rental income and
decreased operating expenses.

Our ownership percentage interest in the IX-X-XI-REIT Joint Venture
decreased slightly due to additional capital contributions made by Wells Fund IX
and Wells Fund X, respectively, to the IX-X-XI-REIT Joint Venture in the first
and second quarters of 2000 for funding of capital improvements.

The Ohmeda Building/The IX-X-XI-REIT Joint Venture

Three Months Ended          Nine Months Ended
------------------------    -----------------------
Sept. 30,      Sept. 30,    Sept. 30,     Sept. 30,
2000           1999         2000          1999
---------      ---------    ---------     ---------

Revenues:
Rental income                            $ 256,829      $ 256,829    $ 770,486     $ 770,486
---------      ---------    ---------     ---------
Expenses:
Depreciation                                81,576         81,576      244,728       244,728
Management and leasing expenses             12,826         11,618       41,656        35,293
Other operating expenses                    (7,585)         3,899       73,410          (188)
---------      ---------    ---------     ---------
86,817         97,093      359,794       279,833
---------      ---------    ---------     ---------
Net income                                  $ 170,012      $ 159,736    $ 410,692     $ 490,653
=========      =========    =========     =========

100

Occupied percentage                               100%           100%         100%          100%
=========      =========    =========     =========
Our ownership percentage                         3.71%          3.74%        3.71%         3.74%
=========      =========    =========     =========
Cash distributed to the Wells REIT          $   9,130      $   8,804    $  23,726     $  26,992
=========      =========    =========     =========
Net income allocated to the Wells REIT      $   6,312      $   5,969    $  15,265     $  18,438
=========      =========    =========     =========

Net income decreased in 2000, as compared to 1999, due to an overall
increase in expenses. Operating expenses increased significantly due, in part,
to a significant rise in real estate taxes, which resulted from the revaluation
of the property by Boulder County authorities in 1999. A later reduction in
taxes resulting from an appeal in 2000 was offset by a CAM credit to the tenant.

Rental income remained stable for the three months ended September 30,
2000, as compared to the same period in 1999. Total expenses decreased for the
three month period ended September 30, 2000, as compared to the same period for
1999, due largely to other operating expenses being negative. This was due to an
offset of tenant reimbursements in operating costs, as well as management and
leasing fee reimbursements. Cash distributions and net income allocated to the
Wells REIT for the three month period ended September 30, 2000 increased
slightly as compared to 1999.

The Interlocken Building/The IX-X-XI-REIT Joint Venture

Three Months Ended          Nine Months Ended
------------------------    -----------------------
Sept. 30,      Sept. 30,    Sept. 30,     Sept. 30,
2000           1999         2000          1999
---------      ---------    ---------     ---------

Revenues:
Rental income                            $ 207,454      $ 207,791    $ 635,898     $ 622,070
---------      ---------    ---------     ---------
Expenses:
Depreciation                                71,670         71,670      215,010       215,010
Management and leasing expenses             27,019         18,899       83,736        54,518
Other operating costs                       (2,165)        (5,291)     (54,699)        5,342
---------      ---------    ---------     ---------
96,524         85,278      244,047       274,870
---------      ---------    ---------     ---------
Net income                                  $ 110,930      $ 122,513    $ 391,851     $ 347,200
=========      =========    =========     =========
Occupied percentage                               100%           100%         100%          100%
=========      =========    =========     =========
Our ownership percentage                         3.71%          3.74%        3.71%         3.74%
=========      =========    =========     =========
Cash distributed to the Wells REIT          $   6,800      $   7,200    $  22,679     $  20,952
=========      =========    =========     =========
Net income allocated to the Wells REIT      $   4,119      $   4,578    $  14,566     $  13,041
=========      =========    =========     =========

Rental income increased due to a tenant occupying additional space
previously leased to another tenant at a lower rate. Other operating expenses
are negative due to an offset of tenant reimbursements in operating costs, as
well as management and leasing fee reimbursements. Tenants are billed an
estimated amount for current year CAM which is then reconciled the following
year and the difference billed to the tenants. Due to these CAM reimbursements,
management and leasing fees increased since these fees are charged based on
actual receipts.

Cash distributions and net income allocated to the Wells REIT for the
quarter ended September 30, 2000 decreased in 2000, as compared to 1999, due to
a decrease in net income.

101

The Avaya Building (formerly the Lucent Technologies Building)/
The IX-X-XI-REIT Joint Venture

Three Months Ended          Nine Months Ended
------------------------    -----------------------
Sept. 30,      Sept. 30,    Sept. 30,     Sept. 30,
2000           1999         2000          1999
---------      ---------    ---------     ---------

Revenues:
Rental income                            $ 145,752      $ 145,752    $ 437,256     $ 437,256
---------      ---------    ---------     ---------
Expenses:
Depreciation                                45,801         45,801      137,403       137,403
Management and leasing expenses              5,369          5,370       16,109        16,109
Other operating expenses                     1,669          1,766        9,688        13,964
---------      ---------    ---------     ---------
52,839         52,937      163,200       167,476
---------      ---------    ---------     ---------
Net income                                  $  92,913      $  92,815    $ 274,056     $ 269,780
=========      =========    =========     =========
Occupied percentage                               100%           100%         100%          100%
=========      =========    =========     =========
Our ownership percentage                         3.71%          3.74%        3.71%         3.74%
=========      =========    =========     =========
Cash distributed to the Wells REIT          $   4,723      $   4,750    $  14,048     $  14,006
=========      =========    =========     =========
Net income allocated to the Wells REIT      $   3,450      $   3,468    $  10,187     $  10,140
=========      =========    =========     =========

Rental income, depreciation, and management and leasing expenses
remained stable in 2000, as compared to 1999, while other operating expenses
were slightly lower, due primarily to a one-time charge for consulting fees in
1999 which did not occur in 2000.

On September 30, 2000, Lucent Technologies, Inc. assigned its interest
in the lease as tenant to Avaya, Inc., the former Enterprise Networks Group of
Lucent Technologies.

The Iomega Building/The IX-X-XI-REIT Joint Venture

Three Months Ended          Nine Months Ended
------------------------    -----------------------
Sept. 30,      Sept. 30,    Sept. 30,     Sept. 30,
2000           1999         2000          1999
---------      ---------    ---------     ---------

Revenues:
Rental income                            $ 168,250      $ 150,009    $ 504,750     $ 397,755
---------      ---------    ---------     ---------
Expenses:
Depreciation                                55,062         48,495      165,186       145,485
Management and leasing expenses              7,319          8,291       21,879        17,629
Other operating expenses                     2,253          1,290       12,620         3,815
---------      ---------    ---------     ---------
64,634         58,076      199,685       166,929
---------      ---------    ---------     ---------
Net income                                  $ 103,616      $  91,933    $ 305,065     $ 230,826
=========      =========    =========     =========
Occupied percentage                               100%           100%         100%          100%
=========      =========    =========     =========
Our ownership percentage                         3.71%          3.74%        3.71%         3.74%
=========      =========    =========     =========
Cash distributed to the Wells REIT          $   5,713      $   5,103    $  16,940     $  13,702
=========      =========    =========     =========
Net income allocated to the Wells REIT      $   3,848      $   3,435    $  11,339     $   8,672
=========      =========    =========     =========

Rental income increased in 2000, as compared to 1999, due to the
completion of the parking lot complex in the second quarter of 1999. Total
expenses increased in 2000, over 1999, due to an increase in depreciation and
real estate tax expenses relating to the new parking lot. Cash distributions
increased in 2000, over 1999, due primarily to the increase in net income.

102

The Cort Furniture Building/The Cort Joint Venture

Three Months Ended          Nine Months Ended
------------------------    -----------------------
Sept. 30,      Sept. 30,    Sept. 30,     Sept. 30,
2000           1999         2000          1999
---------      ---------    ---------     ---------

Revenues:
Rental income                            $ 198,885      $ 198,885    $ 596,656     $ 596,656
---------      ---------    ---------     ---------
Expenses:
Depreciation                                46,641         46,641      139,923       139,923
Management and leasing expenses              8,701          7,590       23,881        22,770
Other operating expenses                     6,445          5,993       10,375        19,446
---------      ---------    ---------     ---------
61,787         60,224      174,179       182,139
---------      ---------    ---------     ---------
Net income                                  $ 137,098      $ 138,661    $ 422,477     $ 414,517
=========      =========    =========     =========
Occupied percentage                               100%           100%         100%          100%
=========      =========    =========     =========
Our ownership percentage                         43.7%          43.7%        43.7%         43.7%
=========      =========    =========     =========
Cash distributed to the Wells REIT          $  76,243      $  76,926    $ 233,613     $ 230,137
=========      =========    =========     =========
Net income allocated to the Wells REIT      $  59,867      $  60,550    $ 184,484     $ 181,008
=========      =========    =========     =========

Rental income, depreciation, and management and leasing expenses
remained stable in 2000, as compared to 1999, while other operating expenses are
lower due to common area maintenance (CAM) reimbursements billed in 2000 to the
tenants. Tenants are billed an estimated amount for CAM which is then reconciled
the following year, and the difference is billed to the tenant. No CAM was
charged to the tenant in 1999.

The Fairchild Building/The Fremont Joint Venture

Three Months Ended          Nine Months Ended
------------------------    -----------------------
Sept. 30,      Sept. 30,    Sept. 30,     Sept. 30,
2000           1999         2000          1999
---------      ---------    ---------     ---------

Revenues:
Rental income                            $ 225,195      $ 225,210    $ 675,585     $ 675,631
---------      ---------    ---------     ---------
Expenses:
Depreciation                                71,382         71,382      214,146       214,146
Management and leasing expenses              9,175          9,303       27,525        27,970
Other operating expenses                     3,244          6,457        9,856        13,772
---------      ---------    ---------     ---------
83,801         87,142      251,527       255,888
---------      ---------    ---------     ---------
Net income                                  $ 141,394      $ 138,068    $ 424,058     $ 419,743
---------      ---------    ---------     ---------
Occupied percentage                               100%           100%         100%          100%
=========      =========    =========     =========
Our ownership percentage                         77.5%          77.5%        77.5%         77.5%
=========      =========    =========     =========
Cash distributed to the Wells REIT          $ 158,817      $ 151,627    $ 476,354     $ 459,174
=========      =========    =========     =========
Net income allocated to the Wells REIT      $ 109,587      $ 107,009    $ 328,663     $ 325,318
=========      =========    =========     =========

Rental income, net income and cash distributions to the Wells REIT
remained stable in 2000, as compared to 1999.

103

The PwC Building

Three Months Ended          Nine Months Ended
------------------------    ------------------------
Sept. 30,      Sept. 30,    Sept. 30,     Sept. 30,
2000           1999         2000          1999
---------      ---------    ----------    ----------

Revenues:
Rental income                            $ 552,298      $ 552,297    $1,656,894    $1,656,637
---------      ---------    ----------    ----------
Expenses:
Depreciation                               206,037        205,236       618,111       616,257
Management and leasing expenses             37,760         37,612       116,142       111,147
Other operating expenses                   (28,672)       (77,618)     (134,352)      103,599
---------      ---------    ----------    ----------
215,125        165,230       599,901       831,003
---------      ---------    ----------    ----------
Net income                                  $ 337,173      $ 387,067    $1,056,993    $  825,634
=========      =========    ==========    ==========
Occupied percentage                               100%           100%          100%          100%
=========      =========    ==========    ==========
Our ownership percentage                          100%           100%          100%          100%
=========      =========    ==========    ==========
Cash distributed to the Wells REIT          $ 488,547      $ 526,399    $1,512,625    $1,244,179
=========      =========    ==========    ==========
Net income allocated to the Wells REIT      $ 337,173      $ 387,067    $1,056,993    $  825,634
=========      =========    ==========    ==========

Rental income has remained stable. Other operating expenses are
negative due to increased CMA billings in 2000. Management and leasing fee
reimbursements are also included in other operating expenses. Tenants are billed
an estimated amount for current year CAM which is then reconciled the following
year, and the difference billed to the tenants.

The AT&T Building (formerly the Vanguard Cellular Building)

Nine          Nine
Three Months Ended        Months        Months
------------------------      Ended         Ended
Sept. 30,      Sept. 30,    Sept. 30,     Sept. 30,
2000           1999         2000          1999
---------      ---------    ----------    ---------

Revenues:
Rental income                            $ 340,832      $ 455,471    $1,022,497    $ 930,145
---------      ---------    ----------    ---------
Expenses:
Depreciation                               120,744        120,750       362,232      321,972
Management and leasing expenses             15,525         20,532        46,201       29,082
Other operating expenses                       831          3,362         6,941       12,931
Interest expense                             2,915         27,470         9,331      206,046
---------      ---------    ----------    ---------
140,015        172,114       424,705      570,031
---------      ---------    ----------    ---------
Net income                                  $ 200,817      $ 283,357    $  597,792    $ 360,114
=========      =========    ==========    =========
Occupied percentage                               100%           100%          100%         100%
=========      =========    ==========    =========
Our ownership percentage                          100%           100%          100%         100%
=========      =========    ==========    =========
Cash distributed to the Wells REIT          $ 314,681      $ 300,004    $  953,280    $ 579,189
=========      =========    ==========    =========
Net income allocated to the Wells REIT      $ 200,817      $ 283,357    $  597,792    $ 360,114
=========      =========    ==========    =========

Rental income decreased for the three months ended September 30, 2000,
as compared to the three months ended September 30, 1999, due to an
understatement of straight line rent in that was adjusted in the third quarter
of 1999. Interest expense has decreased in 2000 due to a substantial decrease in
the note payable related to this property.

104

Since the AT&T Building was purchased in February 1999, comparable
income and expenses figures for the prior period ended September 30, 1999
covered only eight months. Accordingly, the prior period is not comparable to
the nine months ended September 30, 2000.

The EYBL CarTex Building/The XI-XII-REIT Joint Venture

Three         Three         Nine         Five
Months        Months        Months       Months
Ended         Ended         Ended        Ended
Sept. 30,     Sept. 30,     Sept. 30,    Sept. 30,
2000          1999          2000         1999
---------     ---------     ---------    ---------

Revenues:
Rental income                              $ 142,207     $ 140,048     $ 422,385    $ 210,173
---------     ---------     ---------    ---------
Expenses:
Depreciation                                  49,902        49,902       149,702       83,170
Management and leasing expenses               16,197         3,814        27,415       14,663
Other operating expenses                       3,416         5,165        16,163        5,165
---------     ---------     ---------    ---------
69,515        58,881       193,280      102,998
---------     ---------     ---------    ---------
Net income                                    $  72,692     $  81,167     $ 229,105    $ 107,175
=========     =========     =========    =========
Occupied percentage                                 100%          100%          100%         100%
=========     =========     =========    =========
Our ownership percentage                           56.8%         56.8%         56.8%        70.1%
=========     =========     =========    =========
Cash distributed to the Wells REIT            $  67,917     $  68,084     $ 190,825    $ 103,599
=========     =========     =========    =========
Net income allocated to the Wells REIT        $  44,820     $  46,791     $ 130,047    $  65,039
=========     =========     =========    =========

Since the acquisition of the property by the XI-XII-REIT Joint Venture,
the property has remained 100% occupied, and no significant changes have
occurred to its operations.

Rental income increased slightly for the three month period ended
September 30, 2000, as compared to the same period in 1999. Total expenses
increased for the three month period ended September 30, 2000, as compared to
the same period in 1999, due to an annual leasing commission paid to an outside
broker pursuant to the terms of the purchase agreement. Cash distributions and
net income allocated to the Wells REIT decreased for the three month period
ended September 30, 2000 because of the decrease in net income.

Since the EYBL CarTex Building was purchased in May 1999, comparable
income and expense figures for the prior period ended September 30, 1999 covered
only five months. Accordingly, the prior period is not comparable to the nine
month period ended September 30, 2000.

Our ownership interest in the XI-XII-REIT Joint Venture decreased due
to the admittance of Wells Fund XII to the XI-REIT Joint Venture on June 21,
1999. Our ownership interest was 70.1% for May and June of 1999 and 56.8% for
July through September of 1999.

105

The Sprint Building/The XI-XII-REIT Joint Venture

Three         Three         Nine         Three
Months        Months        Months       Months
Ended         Ended         Ended        Ended
Sept. 30,     Sept. 30,     Sept. 30,    Sept. 30,
2000          1999          2000         1999
---------     ---------     ---------    ---------

Revenues:
Rental income                              $ 265,997     $ 264,654     $ 797,991    $ 264,654
---------     ---------     ---------    ---------
Expenses:
Depreciation                                  81,779        81,776       245,336       81,776
Management and leasing expenses               11,239         7,493        33,718        7,493
Other operating expenses                       3,306         1,283        13,964        1,283
---------     ---------     ---------    ---------
96,324        90,552       293,018       90,552
---------     ---------     ---------    ---------
Net income                                    $ 169,673     $ 174,102     $ 504,973    $ 174,102
=========     =========     =========    =========
Occupied percentage                                 100%          100%          100%         100%
=========     =========     =========    =========
Our ownership percentage                           56.8%         56.8%         56.8%        56.8%
=========     =========     =========    =========
Cash distributed to the Wells REIT            $ 133,516     $ 137,150     $ 398,252    $ 137,150
=========     =========     =========    =========
Net income allocated to the Wells REIT        $  96,311     $ 100,192     $ 286,638    $ 100,192
=========     =========     =========    =========

Since the acquisition of the property by the XI-XII-REIT Joint Venture,
the property has remained 100% occupied, and no significant changes have
occurred to its operations.

Rental income increased slightly for the three months ended September
30, 2000, as compared to the same period in 1999. Total expenses increased for
the three months ended September 30, 2000, as compared to the same period in
1999, due largely to the increase in management and leasing fees as well as
other operating expenses. Cash distributions and net income allocated to the
Company decreased for the three months ended September 30, 2000 due to a
decrease in net income.

Since the Sprint Building was purchased in July 1999, comparative
income and expense figures for the prior period ended September 30, 1999 covered
only three months. Accordingly, the prior period is not comparable to the nine
month period ended September 30, 2000.

106

The Johnson Matthey Building/The XI-XII-REIT Joint Venture

Three Months       Two Months        Nine Months
Ended              Ended             Ended
Sept. 30, 2000    Sept. 30, 1999    Sept. 30, 2000

Revenues:
Rental income                              $  219,349         $  123,566        $  648,297
----------         ----------        ----------
Expenses:
Depreciation                                   63,869             42,567           191,606
Management and leasing expenses                 9,230                  0            27,089
Other operating expenses                       (1,535)               470             8,594
----------         ----------        ----------
71,564             43,037           227,289
----------         ----------        ----------
Net income                                    $  147,785         $   80,529        $  421,008
==========         ==========        ==========
Occupied percentage                                  100%               100%              100%
==========         ==========        ==========
Our ownership percentage                            56.8%              56.8%             56.8%
==========         ==========        ==========
Cash distributed to the Wells REIT            $  110,419         $   66,517        $  318,504
==========         ==========        ==========
Net income allocated to the Wells REIT        $   83,836         $   44,409        $  238,977
==========         ==========        ==========

Since the acquisition of the property by the XI-XII-REIT Joint Venture,
the property has remained 100% occupied, and no significant changes have
occurred to its operations.

Since the Johnson Matthey Building was purchased in August 1999,
comparative income and expense figures for the prior period covered only two
months. Accordingly, the prior period cannot be compared to the nine months
ended September 30, 2000.

The Gartner Building/The XI-XII-REIT Joint Venture

Three Months       One Month         Nine Months
Ended             Ended              Ended
Sept. 30, 2000    Sept. 30, 1999    Sept. 30, 2000

Revenues:
Rental income                               $  216,567        $  32,502         $  637,375
----------        ---------         ----------
Expenses:
Depreciation                                    77,623           25,874            232,868
Management and leasing expenses                  9,970                0             29,218
Other operating expenses                        (7,603)               0            (27,396)
----------        ---------         ----------
79,990           25,874            234,690
----------        ---------         ----------
Net income                                     $  136,577        $   6,628         $  402,685
==========        =========         ==========
Occupied percentage                                   100%             100%               100%
==========        =========         ==========
Our ownership percentage                             56.8%            56.8%              56.8%
==========        =========         ==========
Cash distributed to the Wells REIT             $  110,861        $  10,374         $  328,570
==========        =========         ==========
Net income allocated to the Wells REIT         $   77,525        $   3,763         $  228,574
==========        =========         ==========

Other operating expenses are negative due to an offset of tenant
reimbursements in operating costs both for the first quarter of 2000 as well as
the fourth quarter of 1999. Since the building was purchased in September of
1999, we were not able to estimate the amount to be billed for 1999 until the
first quarter of 2000.

107

Since the acquisition of the property by the XI-XII-REIT Joint Venture,
the property has remained 100% occupied, and no significant changes have
occurred to its operations.

Since the Gartner Building was purchased in September 1999, comparative
income and expense figures for the prior period ended September 30, 1999 covered
only one month. Accordingly, the prior period is not comparable to the nine
month period ended September 30, 2000.

The Marconi Building (formerly the Videojet Building)

Three Months       One Month         Nine Months
Ended             Ended              Ended
Sept. 30, 2000    Sept. 30, 1999    Sept. 30, 2000

Revenues:
Rental income                               $ 817,819         $ 219,376        $ 2,453,457
---------         ---------        -----------
Expenses:
Depreciation                                  293,352            97,774            880,056
Management and leasing expenses                35,510            10,679            108,472
Other operating expenses                        4,433               254             16,928
---------         ---------        -----------
333,295           108,707          1,005,456
---------         ---------        -----------
Net income                                     $ 484,524         $ 110,669        $ 1,448,001
=========         =========        ===========
Occupied percentage                                  100%              100%               100%
=========         =========        ===========
Our ownership percentage                             100%              100%               100%
=========         =========        ===========
Cash distributed to the Wells REIT             $ 673,367         $ 157,899        $ 2,016,472
=========         =========        ===========
Net income allocated to the Wells REIT         $ 484,524         $ 110,669        $ 1,448,001
=========         =========        ===========

Since the Marconi Building was purchased in September 1999, comparable
income and expense figures for the prior period ended September 30, 1999 covered
only one month. Accordingly, the prior period is not comparable to the nine
month period ended September 30, 2000.

The Matsushita Building

Three Months       Nine Months
Ended              Ended
Sept. 30, 2000    Sept. 30, 2000
--------------    --------------

Revenues:
Rental income                                            $ 492,420        $ 1,509,449
Expenses:
Depreciation                                               244,909            754,423
Management and leasing expenses                             48,022            138,940
Other operating expenses                                    17,211             51,891
------------       ------------
310,142            945,254
------------       ------------
Net income                                                  $ 182,278        $   564,195
============       ============
Occupied percentage                                               100%               100%
============       ============
Our ownership percentage                                          100%               100%
============       ============
Cash distributed to the Wells REIT                          $ 441,254        $ 1,156,810
============       ============
Net income generated to the Wells REIT                      $ 182,278        $   564,195
============       ============

108

Construction of the Matsushita Building is complete, and the aggregate
of all costs and expenses incurred by Wells OP with respect to the acquisition
and construction of the Matsushita Building was $18,576,701. The monthly base
rent for the Matsushita Building is $154,602.

Since the Matsushita Building opened in January 2000, comparable income
and expense figures for the prior period are not available.

The Cinemark Building

Three Months       Nine Months
Ended              Ended
Sept. 30, 2000    Sept. 30, 2000
--------------    --------------

Revenues:
Rental income                                            $ 701,262        $ 2,104,128
Interest income                                              3,084        $     4,332
---------        -----------
704,346          2,108,460
---------        -----------
Expenses:
Depreciation                                               212,310            636,896
Management and leasing expenses                             38,127            100,167
Other operating expenses                                   144,809            453,912
---------        -----------
395,246          1,190,975
---------        -----------
Net income                                                  $ 309,100        $   917,485
=========        ===========
Occupied percentage                                               100%               100%
=========        ===========
Our ownership percentage                                          100%               100%
=========        ===========
Cash distributed to the Wells REIT                          $ 474,274        $ 1,412,711
=========        ===========
Net income allocated to the Wells REIT                      $ 309,100        $   917,485
=========        ===========

Since the Cinemark Building was purchased in December 1999, comparable
income and expense figures for the prior period are not available.

The Metris Building

Three Months       Nine Months
Ended              Ended
Sept. 30, 2000    Sept. 30, 2000
--------------    --------------

Revenues:
Rental income                                            $ 308,459         $ 790,503
---------         ---------
Expenses:
Depreciation                                               120,792           318,298
Management and leasing expenses                             13,365            34,102
Other operating expenses                                     3,892            10,970
---------         ---------
138,049           363,370
---------         ---------
Net income                                                  $ 170,410         $ 427,133
=========         =========
Occupied percentage                                               100%              100%
=========         =========
Our ownership percentage                                          100%              100%
=========         =========
Cash distributed to the Wells REIT                          $ 281,392         $ 717,190
=========         =========
Net income allocated to the Wells REIT                      $ 170,410         $ 427,133
=========         =========

Since the Metris Building was purchased in February 2000, comparable
income and expense figures for the prior period are not available.

109

The Dial Building

Three Months         Seven Months
Ended                 Ended
Sept. 30, 2000       Sept. 30, 2000
--------------       --------------

Revenues:
Rental income                                $ 346,918            $ 705,027
---------            ---------
Expenses:
Depreciation                                   120,591              251,094
Management and leasing expenses                 15,710               32,122
Other operating expenses                        19,459               32,400
---------            ---------
155,760              315,616
---------            ---------
Net income                                      $ 191,158            $ 389,411
---------            ---------
Occupied percentage                                   100%                 100%
=========            =========
Our ownership percentage                              100%                 100%
=========            =========
Cash distributed to the Wells REIT              $ 325,069            $ 667,145
=========            =========
Net income allocated to the Wells REIT          $ 191,158            $ 389,411
=========            =========

Since the Dial Building was purchased in March 2000, comparable income
and expense figures for the prior period are not available.

The ASML Building

Three Months         Seven Months
Ended                 Ended
Sept. 30, 2000       Sept. 30, 2000
--------------       --------------

Revenues:
Rental income                                $ 586,875           $ 1,189,297
---------           -----------
Expenses:
Depreciation                                   193,620               391,056
Management and leasing expenses                 26,366                54,688
Other operating expenses                        75,823               131,993
---------           -----------
295,809               577,737
---------           -----------
Net income                                      $ 291,066           $   611,560
=========           ===========
Occupied percentage                                   100%                  100%
=========           ===========
Our ownership percentage                              100%                  100%
=========           ===========
Cash distributed to the Wells REIT              $ 401,031           $   835,306
=========           ===========
Net income allocated to the Wells REIT          $ 291,066           $   611,560
=========           ===========

Since the ASML Building was purchased in March 2000, comparable income
and expense figures for the prior period are not available.

110

The Motorola Tempe Building

Three Months         Seven Months
Ended                 Ended
Sept. 30, 2000       Sept. 30, 2000
--------------       --------------

Revenues:
Rental income                                                     $485,835              $986,539
------------         -------------
Expenses:
Depreciation                                                       184,064               366,103
Management and leasing expenses                                     20,654                42,352
Other operating expenses                                            84,162               150,817
------------         -------------
288,880               559,272
------------         -------------
Net income                                                           $196,955              $427,267
============         =============
Occupied percentage                                                       100%                  100%
============         =============
Our ownership percentage                                                  100%                  100%
============         =============
Cash distributed to the Wells REIT                                   $366,882              $764,851
============         =============
Net income allocated to the Wells REIT                               $196,955              $427,267
============         =============

Since the Motorola Tempe Building was purchased in March 2000, comparable
income and expense figures for the prior period are not available.

The Siemens Building/The XII-REIT Joint Venture

Three Months          Five Months
Ended                 Ended
Sept. 30, 2000       Sept. 30, 2000
--------------       --------------

Revenues:
Rental income                                                     $376,103              $598,678
------------         -------------
Expenses:
Depreciation                                                       106,736               176,070
Management and leasing expenses                                     14,736                18,020
Other operating expenses                                             1,805                 2,032
------------         -------------
123,277               196,122
------------         -------------
Net income                                                           $252,826              $402,556
============         =============
Occupied percentage                                                       100%                  100%
============         =============
Our ownership percentage                                                   50%                   50%
============         =============
Cash distributed to the Wells REIT                                   $155,462              $248,781
============         =============
Net income allocated to the Wells REIT                               $126,413              $201,278
============         =============

Since the Siemens Building was purchased in May 2000, comparative income
and expense figures for the prior period are not available.

111

The Avnet Building

Three Months          Four Months
Ended                 Ended
Sept. 30, 2000       Sept. 30, 2000
--------------       --------------

Revenues:
Rental income                                                     $442,449              $533,037
------------         -------------
Expenses:
Depreciation                                                       132,714               176,952
Management and leasing expenses                                     21,008                21,008
Other operating expenses                                            59,576                72,007
------------         -------------
213,298               269,967
------------         -------------
Net income                                                           $229,151              $263,070
============         =============
Occupied percentage                                                       100%                  100%
============         =============
Our ownership percentage                                                  100%                  100%
============         =============
Cash distributed to the Wells REIT                                   $298,703              $366,292
============         =============
Net income allocated to the Wells REIT                               $229,151              $263,070
============         =============

Since the Avnet Building was purchased in June 2000, comparable income and
expense figures for the prior period are not available.

The Delphi Building

Three Months          Four Months
Ended                 Ended
Sept. 30, 2000       Sept. 30, 2000
--------------       --------------

Revenues:
Rental income                                                     $516,205              $532,947
------------         -------------
Expenses:
Depreciation                                                       216,137               219,372
Management and leasing expenses                                     22,167                22,167
Other operating expenses                                             1,650                 8,782
------------         -------------
239,954               250,321
------------         -------------
Net income                                                           $276,251              $282,626
============         =============
Occupied percentage                                                       100%                  100%
============         =============
Our ownership percentage                                                  100%                  100%
============         =============
Cash distributed to the Wells REIT                                   $458,077              $461,653
============         =============
Net income allocated to the Wells REIT                               $276,251              $282,626
============         =============

Since the Delphi Building was purchased in June 2000, comparable income and
expense figures for the prior period are not available.

112

The Alstom Power Richmond Building (formerly the ABB Richmond Building)

Three Months
Ended
Sept. 30, 2000
--------------
Revenues:
Rental income                                                      $228,597
------------
Expenses:
Depreciation                                                        110,097
Management and leasing expenses                                      29,694
Other operating expenses                                            (34,658)
------------
105,133
------------
Net income                                                            $123,634
============
Occupied percentage                                                        100%
============
Our ownership percentage                                                   100%
============
Cash distributed to the Wells REIT                                    $243,186
============
Net income allocated to the Wells REIT                                $123,464
============

On July 24, 2000, Wells OP completed a build-to-suit four-story office
building containing approximately 99,057 rentable square feet on a 7.49 acre
tract of land in Richmond, Virginia (Alstom Power Richmond Building). The
aggregate of all costs and expenses incurred by Wells OP with respect to the
acquisition and construction of the Alstom Power Richmond Building was
$11,654,666.

The building is 100% leased to Alstom Power, Inc. with a lease expiration
of July 31, 2007. The monthly base rent for the Alstom Power Richmond Building
is $98,644. On December 30, 1999, ABB Power Generation, Inc. merged into ABB
Alstom Power, Inc., and on June 22, 2000, ABB Alstom Power, Inc. changed its
name to Alstom Power, Inc.

Since the Alstom Power Richmond Building was completed in July 2000,
comparable income and expense figures for the prior period are not available.

The Quest Building (formerly the Bake Parkway Building)/VIII-IX-REIT Joint
Venture

Three Months
Ended
Sept. 30, 2000
--------------
Revenues:
Rental income                                                       $259,148
-------------
Expenses:
Depreciation                                                          46,368
Management and leasing expenses                                            0
Other operating expenses                                              16,283
62,651
-------------
Net income                                                             $196,497
=============
Occupied percentage                                                         100%
=============
Our ownership percentage                                                      7%
=============
Cash distributed to the Wells REIT                                     $  8,842
=============
Net income allocated to the Wells REIT                                 $ 11,529
=============

113

On June 15, 2000, the VIII-IX-REIT Joint Venture was formed between Wells
OP and Fund VIII and IX Associates, a Georgia joint venture between Wells Fund
VIII and Wells Fund IX. On July 1, 2000, Fund VIII and IX Associates contributed
its interest in the two-story office building containing approximately 65,006
rentable square feet on a 4.4 acre tract of land located in Irvine, California
(Quest Building), formerly known as the Bake Parkway Building, to the VIII-IX-
REIT Joint Venture.

On August 1, 2000, Quest Software, Inc. commenced a 42 month lease for 100%
of the Quest Building.

Construction of tenant improvements to the Quest Building required
under the Quest lease and other costs and expenses related to the Quest Building
are being funded by capital contributions from Wells OP and are anticipated to
cost approximately $1,250,000 in the aggregate.

Inflation

The real estate market has not been affected significantly by inflation in
the past three years due to the relatively low inflation rate. There are
provisions in a majority of our tenant leases to protect us from the impact of
inflation. These leases contain common area maintenance charges, 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. These provisions should reduce our exposure to increases in costs and
operating expenses resulting from inflation.

Prior Performance Summary

The information presented in this section represents the historical
experience of real estate programs managed by Wells Capital 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 13 publicly offered real estate limited partnerships in which Leo F.
Wells, III has served as a general partner, 12 of such limited partnerships have
completed their respective offerings. These 12 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), and
12.    Wells Real Estate Fund XI, L.P. (1998).

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 began on January 30,
1998 and was terminated on December 19, 1999. We received gross

114

proceeds of approximately $132,181,919 from the sale of approximately 13,218,192
shares from our initial public offering.

Wells Capital and its affiliates sponsored a second public offering of
shares of common stock of the Wells REIT. The second public offering began on
December 20, 1999 and was terminated on December 19, 2000. As of December 10,
2000, we had received gross proceeds of approximately $169,671,659 from the sale
of approximately 16,967,166 shares from our second public offering.

Wells Capital and its affiliates are currently also sponsoring a public
offering of 7,000,000 units on behalf of Wells Real Estate Fund XII, L.P., a
public limited partnership. Wells Fund XII began its offering on March 22, 1999
and, as of September 30, 2000, Wells Fund XII had raised $20,618,517 from 1,082
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); and (3) annual operating results of prior
programs (Table III). No information is given as to results of completed
programs or sales or disposals of property because, as of December 31, 1999, the
date of the Prior Performance Tables, none of the Wells programs had sold any of
their properties.

In addition to the real estate programs sponsored by Wells Capital and its
affiliates discussed above, they are also sponsoring an index mutual fund which
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. The REIT Fund began its offering on
January 12, 1998 and, as of September 30, 2000, the REIT Fund had raised
$48,330,317 from 2,080 investors.

Publicly Offered Unspecified Real Estate Programs

Wells Capital and its affiliates have previously sponsored the above listed
12 publicly offered real estate limited partnerships and are currently
sponsoring Wells Fund XII offered on an unspecified property or "blind pool"
basis. The total amount of funds raised from investors in the offerings of these
13 publicly offered limited partnerships, as of September 30, 2000, was
approximately $284,902,809, and the total number of investors in such programs
was approximately 25,627.

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 and Wells Fund
XI available for investment in real properties have been invested in properties.
As of September 30, 2000, approximately 65% of the aggregate gross rental income
of the 12 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. Wells Fund I recently sold one of its buildings and
is in the process of marketing the remainder of its properties for sale.
However, none of the other Wells programs has liquidated its real estate
portfolio or, except for the one building recently sold by Wells Fund I, sold
any of its real properties to date. Accordingly, no

115

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, 1999, was $370,247,877 of which $332,000 (or approximately .09%)
had not yet been expended on the development of certain of the projects which
are still under construction. Of the aggregate amount, approximately 82% was or
will be spent on acquiring or developing office buildings, and approximately 18%
was or will be spent on acquiring or developing shopping centers. Of the
aggregate amount, approximately 9% was or will be spent on new properties, 58%
on existing or used properties and 33% 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 XII
and the 12 Wells programs listed above as of September 30, 2000:

Type of Property           New              Used              Construction
----------------           ---              ----              ------------

Office Buildings         29.0%             38.2%                  19.1%
Shopping Centers            0%              4.5%                   9.2%

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:

.    a three-story medical office building in Atlanta, Georgia;

.    a commercial office building in Atlanta, Georgia;

.    a shopping center in DeKalb County, Georgia having Kroger as the
anchor tenant;

.    a shopping center in Knoxville, Tennessee;

.    a shopping center in Cherokee County, Georgia having Kroger as the
anchor tenant; 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
recently sold one of two commercial office buildings known as Peachtree Place
located in a suburb of Atlanta, Georgia. Wells Fund I is in the process of
marketing the remainder of its properties for sale pending the outcome of a
proxy solicitation recommending that the Class A Limited Partners vote in favor
of an amendment to the Partnership Agreement to change the method of
distribution of net sale proceeds.

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

116

II and Wells Fund II-OW own all of their properties through a joint venture,
which owns interests in the following properties:

.    a shopping center in Cherokee County, Georgia having Kroger as the
anchor tenant;

.    a project consisting of seven office buildings and a shopping center
in Tucker, Georgia;

.    a two-story office building in Charlotte, North Carolina leased to
First Union Bank;

.    a four-story office building in Houston, Texas leased to The Boeing
Company;

.    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. Wells Fund II and
Wells Fund II-OW acquired their properties between 1987 and 1989, and have not
yet liquidated or sold any of their properties.

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 leased to The Boeing
Company;

.    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 leased to
International Business Machines Corporation (IBM);

.    a shopping center in Stockbridge, Georgia having Kroger as the anchor
tenant; and

.    a two-story office building in Richmond, Virginia leased to General
Electric.

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 General
Electric; and

117

.    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 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, 1999, $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;

.    two restaurant properties in Stockbridge, Georgia leased to Apple
Restaurants, Inc. and Glenn's Open Pit Bar-B-Que; 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, 1999, $21,959,690 of units of Wells Fund VI were
treated as Class A Units, and $3,040,310 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;

.    two restaurant properties in Stockbridge, Georgia leased to Apple
Restaurants, Inc. and Glenn's Open Pit Bar-B-Que;

.    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 shopping center in Cherokee County, Georgia having Kroger as the
anchor tenant;

.    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

118

.    a shopping center in Clemmons, North Carolina having Harris Teeter,
Inc. as the anchor tenant.

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, 1999, $20,362,672 of units in Wells
Fund VII were treated as Class A Units, and $3,817,502 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 shopping center in Cherokee County, Georgia having Kroger as the
anchor tenant;

.    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.

Certain financial information for Wells Fund VII is summarized below:

--------------------------------------------------------------------------------------------------------
1999             1998            1997             1996              1995
--------------------------------------------------------------------------------------------------------

Gross Revenues             $962,630        $846,306         $816,237         $543,291          $925,246
--------------------------------------------------------------------------------------------------------
Net Income                 $895,795        $754,334         $733,149         $452,776          $804,043
--------------------------------------------------------------------------------------------------------

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, 1999,
$4,748,439 of units in Wells Fund VIII were treated as Class A Units, and
$27,284,250 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;

119

.    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.

Certain financial information for Wells Fund VIII is summarized below:

--------------------------------------------------------------------------------------------------------
1999             1998            1997             1996               1995
--------------------------------------------------------------------------------------------------------

Gross Revenues             $1,360,497      $1,362,513       $1,204,018       $1,057,694         $402,428
--------------------------------------------------------------------------------------------------------
Net Income                 $1,266,946      $1,269,171       $1,102,567       $  936,590         $273,914
--------------------------------------------------------------------------------------------------------

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, 1999, $30,723,220 of units in
Wells Fund IX were treated as Class A Units, and $4,276,780 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

.    a one-story office building in Oklahoma City, Oklahoma leased to
Avaya, Inc.

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Certain financial information for Wells Fund IX is summarized below:

---------------------------------------------------------------------------
1999           1998            1997          1996
---------------------------------------------------------------------------
Gross Revenues    $1,593,734     $1,561,456     $1,199,300     $406,891
---------------------------------------------------------------------------
Net Income        $1,490,331     $1,449,955     $1,091,766     $298,756
---------------------------------------------------------------------------

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, 1999, $21,669,662 of units in
Wells Fund X were treated as Class A Units and $5,454,250 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:

----------------------------------------------------------------------
1999            1998              1997
----------------------------------------------------------------------
Gross Revenues     $1,309,281      $1,204,597         $372,507
----------------------------------------------------------------------
Net Income         $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, 1999,
$13,369,062 of units in Wells Fund XI were treated as Class A Units and
$3,163,740 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;

121

.    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;

.    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:

-------------------------------------------------------
1999             1998
-------------------------------------------------------
Gross Revenues        $766,586        $262,729
-------------------------------------------------------
Net Income            $630,528        $143,295
-------------------------------------------------------

Wells Fund XII began its offering on March 22, 1999. As of September
30, 2000, Wells Fund XII had received gross proceeds of $20,618,517 representing
subscriptions from 1,082 limited partners. $15,959,857 of the gross proceeds
were attributable to sales of cash preferred units and $4,658,660 were
attributable to sales of 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.; and

.    a three-story office building in Troy, Michigan leased to Siemens
Automotive 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 13 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

122

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 and Wells Fund III.

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 shareholder, in light of your
personal circumstances; nor does it deal with particular types of shareholders
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 Shareholders). 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.

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 shareholders. 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, 1999, 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.")

123

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 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 shareholders, because the REIT
provisions of the Internal Revenue Code generally allow a REIT to deduct
distributions paid to its shareholders. This substantially eliminates the
federal "double taxation" on earnings (taxation at both the corporate level and
shareholder 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;

.    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 (i) 85%
of our REIT ordinary income for the year, (ii) 95% of our REIT capital
gain net income for such year and (iii) 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 ten 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).

124

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
shareholders.

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 shareholders for at least 335 days of each taxable
year of 12 months; and

.    not be closely held.

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
shareholders. 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 shareholders may be required to treat all or a portion of their
distributions from us as "unrelated business taxable income" if tax-exempt
shareholders, in the aggregate, exceed certain ownership thresholds set forth in
the Internal Revenue Code. (See "Taxation of Tax-Exempt Shareholders.")

125

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.

.    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 m et:

.    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

126

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.

If we acquire ownership of property by reason of the default of a borrower
on a loan or possession of property by reason of a tenant default, if the
property qualifies and we elect to treat it as foreclosure property, the income
from the property will qualify under the 75% Income Test and the 95% Income Test
notwithstanding its failure to satisfy these requirements for three years, or if
extended for good cause, up to a total of six years. In that event, we must
satisfy a number of complex rules, one of which is a requirement that we operate
the property through an independent contractor. We will be subject to tax on
that portion of our net income from foreclosure property that does not otherwise
qualify under the 75% Income Test.

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,
there can be no assurance given 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:

.    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.

127

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.

The 5% test 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 shareholders each
year in the amount of at least 95% of our REIT taxable income (computed without
regard to the dividends paid deduction and our capital gain and subject to
certain other potential adjustments) for all tax years prior to 2001 and at
least 90% of our REIT taxable income for all future years beginning with the
year 2001.

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 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 shareholders.

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

128

.    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, it is possible that we may experience timing differences
between (1) the actual receipt of income and payment of deductible expenses, and
(2) the inclusion of that income. It is also possible that we may 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 pay 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;

.    shareholders, 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 shareholder'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 shareholder's long-term
capital gains.

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

129

shareholders 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
shareholders 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 TransactionsSale-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 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. Shareholders

Definition

In this section, the phrase "U.S. shareholder" 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;

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.     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. shareholders will be taxed as described below.

Distributions Generally

Distributions to U.S. shareholders, 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
shareholders 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. shareholder's shares, and the amount of each
distribution in excess of a U.S. shareholder'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 shareholder of
record on a specified date in any of these months will be treated as both paid
by us and received by the shareholder on December 31 of the year, provided that
we actually pay the distribution during January of the following calendar year.
U.S. shareholders 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, shareholders 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. shareholders 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. shareholder has held his stock.

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 shareholders 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.

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Certain Dispositions of the Shares

In general, any gain or loss realized upon a taxable disposition of
shares by a U.S. shareholder 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. shareholder 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. shareholder 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.
Shareholders

Under some circumstances, U.S. shareholders 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
shareholder:

.     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
shareholders, 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. shareholder will be allowed as a
credit against the U.S. shareholder's U.S. federal income tax liability and may
entitle the U.S. shareholder to a refund, provided that the required information
is furnished to the Internal Revenue Service. U.S. shareholders should consult
their own tax advisors regarding their qualifications for exemption from backup
withholding and the procedure for obtaining an exemption.

Treatment of Tax-Exempt Shareholders

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. The payment of dividends to a tax-exempt employee pension benefit trust or
other domestic tax-exempt shareholder generally will not constitute unrelated
business taxable income to such shareholder unless such shareholder has borrowed
to acquire or carry its shares.

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In the event that we were deemed to be "predominately held" by
qualified employee pension benefit trusts that each hold more than 10% (in
value) of our shares, such trusts would be required to treat a certain
percentage of the dividend distributions paid to them as unrelated business
taxable income. 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 (ii) 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 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 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 shareholder in question is able to deduct
amounts "set aside" or placed in reserve for certain purposes so as to offset
the unrelated business taxable income generated. Any such organization which is
a prospective shareholder should consult its own tax advisor concerning these
"set aside" and reserve requirements.

Special Tax Considerations for Non-U.S. Shareholders

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. shareholders") are complex. The following
discussion is intended only as a summary of these rules. Non-U.S. investors
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. shareholders 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.
shareholder's conduct of a trade or business in the United States. A corporate
Non-U.S. shareholder 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. shareholders whose
income derived from ownership of our shares is deemed to be not "effectively
connected" with a U.S. trade or business.

Distributions Not Attributable to Gain From the Sale or Exchange of a
United States Real Property Interest

A distribution to a Non-U.S. shareholder 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

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treated first as a return of capital that will reduce each Non-U.S.
shareholder'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. shareholder 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. shareholder 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. shareholder as if the
distributions were gains "effectively connected" with a U.S. trade or business.
Accordingly, a Non-U.S. shareholder will be taxed at the normal capital gain
rates applicable to a U.S. shareholder (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. shareholder that is not
entitled to a treaty exemption.

Withholding Obligations With Respect to Distributions to Non-U.S.
Shareholders

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. shareholders, 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., distributions 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. shareholder exceeds the shareholder's U.S. tax
liability with respect to that distribution, the Non-U.S. shareholder may file a
claim with the Internal Revenue Service for a refund of the excess.

Sale of Our Shares by a Non-U.S. Shareholder

A sale of our shares by a Non-U.S. shareholder 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. shareholders. 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. shareholder'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

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market and on the size of the selling shareholder'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. shareholder would be subject to the same treatment as a U.S.
shareholder 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. shareholder 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. shareholder if the Non-U.S. shareholder 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. shareholders 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.
Shareholders

Additional issues may arise for information reporting and backup
withholding for Non-U.S. shareholders. Non-U.S. shareholders 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 shareholder 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 shares in his 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.

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.

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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 (the "Check-the-Box-Regulations"), an unincorporated 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 (i) 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 (ii) 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. Even if Wells OP is considered a
publicly traded partnership under the PTP Regulations because it is deemed to
have more than 100 partners, however, Wells OP should not be treated as a
corporation because it should be eligible for the 90% Passive-Type Income
Exception described above.

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.

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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
shareholders 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 under Section 704(b) of the Internal
Revenue Code 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 partner's 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 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. It is
possible that we may (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

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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
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 indebtedness of Wells OP.

If the allocation of our distributive share of Wells OP's loss would
reduce the adjusted tax basis of our partnership interest in Wells OP below
zero, the recognition of such loss will be deferred until such time as the
recognition of such loss 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 constitute taxable income to us. 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. To the extent that Wells OP
acquires properties for cash, 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 such 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.

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 acquired by Wells OP
for cash 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

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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 adverse tax decisions or legislative, regulatory or
administrative changes which would significantly modify the statements expressed
herein will not occur. 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 attendant 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
Shareholders"); 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;

.     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.

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

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how beneficial they may be for the Benefit Plan. Prohibited transactions include
the sale, exchange or leasing of property, the lending of money or the extension
of credit between a Benefit Plan and a party in interest or disqualified person,
and 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. 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 the commingling of assets 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 (the 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 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;

.        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 shareholders. 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. 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

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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 shareholder, 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 our advisor or affiliates of our advisor were treated as fiduciaries
with respect to Benefit Plan shareholders, 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 shareholders 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." 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 shareholders 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 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

141

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
provide reports of our annual determinations of the current value of our net
assets per outstanding share to those fiduciaries (including IRA trustees and
custodians) who identify themselves to us and request the reports. 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, the value of the properties
and our other assets will be based on a valuation. Such valuation will be
performed by a person independent of us and of Wells Capital.

We anticipate that we will provide annual reports of our determination
of value (1) to IRA trustees and custodians not later than January 15 of each
year, and (2) to other Benefit Plan fiduciaries within 75 days after the end of
each calendar year. Each determination may be based upon valuation information
available as of October 31 of the preceding year, up-dated, however, for any
material changes occurring between October 31 and December 31.

We intend to revise these valuation procedures to conform with any
relevant guidelines that the Internal Revenue Service or the Department of Labor
may hereafter issue. Meanwhile, we cannot assure you:

.       that the value determined by us could or will actually be
realized by us or by shareholders upon liquidation (in part
because appraisals or 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 shareholders could realize this value if they were to
attempt to sell their shares; or

.       that the value, or the method used to establish value, would
comply with the ERISA or IRA requirements described above.

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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 the 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 December 10, 2000, approximately 30,185,358 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 shareholders, including election of our directors. Our
articles of incorporation do not provide for cumulative voting in the election
of 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 shareholders. 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.

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. The 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 shareholder approval.

Meetings and Special Voting Rrquirements

An annual meeting of the shareholders will be held each year, at least
30 days after delivery of our annual report. Special meetings of shareholders
may be called only upon the request of a majority of the directors, a majority
of the independent directors, the chairman, the president or upon the written
request of shareholders 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

143

majority of all votes entitled to be cast is necessary to take shareholder
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,
shareholders are entitled to vote at a duly held meeting at which a quorum is
present on (1) amendment of our articles of incorporation, (2) liquidation or
dissolution of the Wells REIT, (3) reorganization of the Wells REIT, (4) merger,
consolidation or sale or other disposition of substantially all of our assets,
and (5) termination of our status as a REIT. Shareholders 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 shareholder 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 shareholder and decides whether to award interest from the date of
the merger or sale of assets and costs of the proceeding to the dissenting
shareholders.

Our advisor is selected and approved annually by our directors. While
the shareholders do not have the ability to vote to replace Wells Capital or to
select a new advisor, shareholders 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.

Shareholders are entitled to receive a copy of our shareholder list
upon request. The list provided by us will include each shareholder's name,
address and telephone number, if available, and number of shares owned by each
shareholder and will be sent within ten days of the receipt by us of the
request. A shareholder requesting a list will be required to pay reasonable
costs of postage and duplication. We have the right to request that a requesting
shareholder represent to us that the list will not be used to pursue commercial
interests.

In addition to the foregoing, shareholders 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 shareholders in the context of the
solicitation of proxies for voting on matters presented to shareholders or, at
our option, provide requesting shareholders with a copy of the list of
shareholders so that the requesting shareholders 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 which 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 the 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.

144

The 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 (a)
the price per share in the transaction that created such shares-in-trust, or (b)
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) the board
of directors determines it is no longer in the best interest of the Wells REIT
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 the shareholders of the Wells REIT.

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 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. In addition, the ownership limit
does not apply to a person or persons which the directors so exempt from the
ownership limit 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 distributions are declared. Dividends will be paid to
investors who are shareholders as of the record dates selected by the 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.

145

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 95% (90% beginning in year 2001) of our taxable
income. (See "Federal Income Tax Considerations -- Requirements for
Qualification as a REIT.")

Dividends will be declared at the discretion of the board of directors,
in accordance with our earnings, cash flow and general financial condition. The
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 shareholders, provided that the securities distributed
to shareholders are readily marketable. Shareholders 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 the dividend reinvestment plan for $10
per share, less any discounts authorized in the "Plan of Distribution" section
of this prospectus, 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 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.

146

Share Redemption Program

Prior to the time that our shares are listed on a national securities
exchange, shareholders 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 the 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. The board of directors reserves the right in its sole discretion at
any time and from time to time to (1) waive the one-year holding period in the
event of the death or bankruptcy of a shareholder or other exigent
circumstances, (2) reject any request for redemption, (3) change the purchase
price for redemptions, or (4) otherwise amend the terms of our share redemption
program.

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 three
percent (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 the 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 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.

The share redemption program is only intended to provide interim
liquidity for shareholders 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 purchase under the share redemption program will be
cancelled, and will have the status of authorized, but unissued shares. We will
not reissue such shares 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 issued in compliance with such
laws.

If we terminate, reduce the scope of or otherwise change the share
redemption program, we will disclose the changes in reports filed with the
Commission.

147

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 shareholders. A summary of the appraisal, indicating all material
assumptions underlying the appraisal, shall be included in a report to
shareholders 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: shareholder voting rights; the
term of our existence; compensation to Wells Capital; or our
investment objectives.

On connection with a proposed Roll-up Transaction, the person
sponsoring the Roll-up Transaction must offer to shareholders 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 shareholders of the Wells REIT and
preserving their interests therein on the same terms
and conditions as existed previously, or

(B)     receiving cash in an amount equal to the
shareholder's pro rata share of the appraised value
of our net assets.

We are prohibited from participating in any proposed Roll-up
Transaction:

.       which would result in the shareholders 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;

.       which 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

148

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
shareholders.

Business Combinations

Under Maryland Corporation Law, business combinations between a
Maryland corporation and an interested shareholder or the interested
shareholder's affiliate are prohibited for five years after the most recent date
on which the shareholder becomes an interested shareholder. For this purpose,
the term "business combinations" includes mergers, consolidations, share
exchanges, asset transfers and issuances or reclassifications of equity
securities. An "interested shareholder" is defined for this purpose as:

(1)    any person who beneficially owns ten percent or more of the
voting power of the corporation's shares; or

(2)    an affiliate or associate of the corporation who, at any time
within the two-year period prior to the date in question, was the beneficial
owner of ten percent or more of the voting power of the then outstanding voting
shares of the corporation.

After the five-year prohibition, any business combination between the
corporation and an interested shareholder generally must be recommended by the
board of directors of the corporation and approved by the affirmative vote of at
least:

(1)    80% of the votes entitled to be cast by holders of outstanding
voting shares of the corporation; and

(2)    two-thirds of the votes entitled to be cast by holders of
voting shares of the corporation other than shares held by the interested
shareholder or its affiliate with whom the business combination is to be
effected, or held by an affiliate or associate of the interested shareholder
voting together as a single voting group.

These super-majority vote requirements do not apply if the
corporation's common shareholders receive a minimum price, as defined under
Maryland Corporation Law, for their shares in the form of cash or other
consideration in the same form as previously paid by the interested shareholder
for its shares. None of these provisions of the Maryland Corporation Law will
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
shareholder becomes an interested shareholder.

The business combination statute may discourage others from trying to
acquire control of the Wells REIT and increase the difficulty of consummating
any offer.

149

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 Acquisitions, 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 bylaws that the
control share provisions of Maryland Corporation Law will not apply to
transactions involving the Wells REIT, but the board of directors retains the
discretion to change this provision in the future.

"Control shares" are voting shares which, if aggregated with all other
shares owned by the acquiror or with respect to which the acquiror has the right
to vote or to direct the voting of, other than solely by virtue of revocable
proxy, would entitle the acquiror to exercise voting power in electing directors
within one of the following ranges of voting powers:

.        one-fifth or more but less than one-third;

.        one-third or more but less than a majority; or

.        a majority or more of all voting power.

Control shares do not include shares the acquiring person is then
entitled to vote as a result of having previously obtained shareholder approval.

Except as otherwise specified in the statute, a "control share
acquisition" means the acquisition of control shares.

Once a person who has made or proposes to make a control share
acquisition has undertaken to pay expenses and has satisfied other required
conditions, the person may compel the board of directors to call a special
meeting of shareholders to be held within 50 days of demand to consider the
voting rights of the shares. If no request for a meeting is made, the
corporation may itself present the question at any shareholders meeting.

If voting rights are not approved for the control shares at the
meeting or if the acquiring person does not deliver an "acquiring person
statement" for the control shares as required by the statute, the corporation
may redeem any or all of the control shares for their fair value, except for
control shares for which voting rights have previously been approved. Fair value
is to be determined for this purpose without regard to the absence of voting
rights for the control shares, and is to be determined as of the date of the
last control share acquisition or of any meeting of shareholders at which the
voting rights for control shares are considered and not approved.

If voting rights for control shares are approved at a shareholders
meeting and the acquiror becomes entitled to vote a majority of the shares
entitled to vote, all other shareholders may exercise appraisal rights. The fair
value of the shares as determined for purposes of these appraisal rights may not
be less than the highest price per share paid in the control share acquisition.
Some of the limitations and restrictions otherwise applicable to the exercise of
dissenters' rights do not apply in the context of a control share acquisition.

The control share acquisition statute does not apply to shares
acquired in a merger, consolidation or share exchange if the corporation is a
party to the transaction or to acquisitions approved or exempted by the articles
of incorporation or bylaws of the corporation.

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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-free basis. Further, Wells OP is structured to make distributions with
respect to limited partnership units which are equivalent to the dividend
distributions made to shareholders 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 September 30, 2000,
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 1% 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

151

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 shareholders.

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 in excess of our ownership
limits, (2) result in shares being owned by fewer than 100 persons, (3) result
in

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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.

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

We are offering a maximum of 125,000,000 shares to the public through Wells
Investment Securities, Inc., the Dealer Manager, a registered broker-dealer
affiliated with the 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 10,000,000 shares for sale pursuant to our
dividend reinvestment plan at a price of $10.00 per share. An additional
5,000,000 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 140,000,000 shares are being
registered in this offering.

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 coordinating sales efforts, training of personnel and generally
performing "wholesaling" functions. We will not pay referral or similar fees to
any accountants, attorneys or other persons in connection with the distribution
of the shares. Shareholders who elect to participate in the dividend
reinvestment plan will be charged selling commissions and dealer manager fees on
shares

153

purchased pursuant to the dividend reinvestment plan on the same basis as
shareholders purchasing shares other than pursuant to the dividend reinvestment
plan.

We will also award to the Dealer Manager one soliciting dealer warrant
for every 25 shares they sell during the offering period. The Dealer Manager may
retain or reallow these warrants to broker-dealers participating in the
offering, 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 broker-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 shareholders 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.

The Dealer Manager may authorize certain other broker-dealers who are
members of the NASD to sell shares. In the event of the sale of shares by such
other broker-dealers, the Dealer Manager may reallow its commissions in the
amount of up to 7.0% of the gross offering proceeds to such participating
broker-dealers. In addition, the Dealer Manager, in its sole discretion, may
reallow to broker-dealers participating in the offering a portion of its dealer
manager fee in the aggregate amount of up to 1.5% of gross offering proceeds to
be paid to such participating broker-dealers as marketing fees and as
reimbursement of due diligence expenses, based on such factors as the number of
shares sold by such participating broker-dealers, the assistance of such
participating broker-dealers in marketing the offering and bona fide conference
fees incurred.

We anticipate that the total underwriting compensation, including sales
commissions, the dealer manager fee and underwriting expense reimbursements,
will not exceed 9.5% of gross offering proceeds, except for the soliciting
dealer warrants described above.

We have agreed to indemnify the participating broker-dealers, including
the Dealer Manager, against certain liabilities arising under the Securities Act
of 1933, as amended.

The broker-dealers participating in the offering of our shares are not
obligated to obtain any subscriptions on our behalf, and we cannot assure you
that any shares will be sold.

Our executive officers and directors, as well as officers and employees
of Wells Capital or other affiliates, may purchase shares offered 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 and 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 shareholders 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 shareholders for a
vote.

154

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. 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.

We will place the subscription proceeds in an interest-bearing account
with Bank of America, N.A., Atlanta, Georgia. Subscription proceeds held in the
account may be invested in securities backed by the United States government or
bank money-market accounts or certificates of deposit of national or state banks
that have deposits insured by the Federal Deposit Insurance Corporation,
including certificates of deposit of any bank acting as depository or custodian
for any such funds, as directed by our advisor. Subscribers may not withdraw
funds from the account. We will withdraw funds from the account periodically for
the acquisition of real estate properties or the payment of fees and expenses.
We generally admit shareholders to the Wells REIT on a daily basis.

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 the 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 offering of shares will terminate on or before December 19, 2002.
However, we reserve the right to terminate this offering at any time prior to
such termination date.

The proceeds of this offering will be received and held in trust for
the benefit of purchasers of shares to 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 ten business days.

We may sell shares to retirement plans of broker-dealers participating
in the offering, to broker-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 50,000 or more shares ($500,000) to a
"purchaser" as defined below, a participating broker-dealer may agree in his
sole discretion to reduce the amount of his selling commissions. Such reduction
will be credited to the purchaser by reducing the total purchase price payable
by such purchaser. The following table illustrates the various discount levels
available:

155

Dealer
Purchase         Manager    Net
Dollar Volume            Sales Commissions        Price            Fee Per    Proceeds
------------------------
Shares Purchased     Percent          Per Share   Per Share        Share      Per Share
----------------     -------          ---------   ---------        -----      ---------

Under $500,000       7.0%              $0.7000    $10.0000         $0.25      $9.05
$500,000-$999,999    5.0%              $0.4895    $ 9.7895         $0.25      $9.05
$1,000,000 and Over  3.0%              $0.2876    $ 9.5876         $0.25      $9.05

For example, if an investor purchases 100,000 shares, he could pay as
little as $958,760 rather than $1,000,000 for the shares, in which event the
commission on the sale of such shares would be $28,760 ($0.2876 per share), and,
after payment of the dealer manager fee, we would receive net proceeds of
$905,000 ($9.05 per share). The net proceeds to the Wells REIT will not be
affected by volume discounts.

Because all investors will be deemed to have contributed the same
amount per share to the Wells REIT for purposes of declaring and paying
dividends, an investor qualifying for a volume discount will receive a higher
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, and must set forth the basis for
such request. Any such request will be subject to verification by the advisor
that all of such subscriptions were made by a single "purchaser."

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, the advisor may, in its sole discretion, waive the "purchaser"
requirements and aggregate subscriptions, including subscriptions to public real
estate programs previously sponsored by the 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 broker-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. If such investor
does not reduce the purchase price, the excess amount submitted over the
discounted purchase price shall be returned to the actual separate subscribers

156

for shares. Except as provided in this paragraph, separate subscriptions will
not be cumulated, combined or aggregated.

In addition, in order to encourage purchases in amounts of 500,000 or
more shares, a potential purchaser who proposes to purchase at least 500,000
shares may agree with Wells Capital and the Dealer Manager to have the
acquisition and advisory fees payable to Wells Capital with respect to the sale
of such shares reduced to 0.5%, to have the dealer manager fee payable to the
Dealer Manager with respect to the sale of such shares reduced to 0.5%, and to
have the selling commissions payable with respect to the sale of such shares
reduced to 0.5%, in which event the aggregate fees payable with respect to the
sale of such shares would be reduced by $1.10 per share, and the purchaser of
such shares would be required to pay a total of $8.90 per share purchased,
rather than $10.00 per share. The net proceeds to the Wells REIT would not be
affected by such fee reductions. Of the $8.90 paid per share, we anticipate that
approximately $8.40 per share or approximately 94.4% will be used to acquire
properties and pay required acquisition expenses relating to the acquisition of
properties. All such sales must be made through registered broker-dealers.

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.

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 who, in connection with their purchase of shares, have
engaged the services of a registered investment advisor with whom the investor
has agreed to pay a fee for investment advisory services in lieu of normal
commissions based on the volume of securities sold may agree with the
participating broker-dealer selling such shares and the Dealer Manager to reduce
the amount of selling commissions payable with respect to such sale to zero. The
net proceeds to the Wells REIT will not be affected by eliminating the
commissions payable in connection with sales to investors purchasing through
such investment advisors. All such sales must be made through registered
broker-dealers.

157

Neither the Dealer Manager nor its affiliates will directly or
indirectly compensate any person engaged as an investment advisor by a potential
investor as an inducement for such investment advisor to advise favorably for
investment in the Wells REIT.

In addition, subscribers for shares may agree with their participating
broker-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. Shareholders 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
shareholders 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 shareholder 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 shareholder 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.

Shareholders 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
shareholders 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 shareholder 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 shareholders may be pledged
by the Wells REIT, the Dealer Manager, the advisor 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 by the Wells REIT. In either such event, we shall provide notice of
any such acceleration to shareholders 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 shareholders 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 shareholders to make any further payments of deferred
commissions under the deferred commission option shall terminate, and
participating broker-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 shareholders who are subject to any such acceleration of
their deferred commission obligations. In no event may Wells REIT withhold in
excess of $0.60 per share in the aggregate for the payment of deferred
commissions.

158

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 the 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 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

Audited Financial Statements

The audited financial statements of the Wells REIT as of December 31,
1999 and 1998, and for each of the years in the two-year period ended December
31, 1999, 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 Statements of Revenues over Certain Operating Expenses of the Dial
Building, the ASML Building, the Motorola Tempe Building and the Motorola
Plainfield Building for the year ended December 31, 1999, included in this
prospectus and elsewhere in the registration statement, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included in this prospectus in reliance
upon the authority of said firm as experts in giving said reports.

Unaudited Financial Statements

The unaudited interim financial statements of the Wells REIT as of
September 30, 2000, and for the three and nine-month periods ended September 30,
2000 and 1999, which are included in this prospectus, have not been audited.

The Statements of Revenues over Certain Operating Expenses of the
Motorola Plainfield Building for the nine months ended September 30, 2000, which
are included in this prospectus, have not been audited.

159

The unaudited pro forma financial statements of the Wells REIT for the
year ended December 31, 1999, and for the nine-month period ended September 30,
2000, which are included in this prospectus, have not been audited.

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 7 World Trade
Center, Suite 1300, New York, New York 10048; and

.     the Midwest Regional Office in Chicago, Illinois at 500 West
Madison Street, Suite 1400, Chicago, Illinois 66661-2511.

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.

160

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                              163
Consolidated Balance Sheets as of December 31, 1999 and
December 31, 1998                                                    164
Consolidated Statements of Income for the years ended
December 31, 1999 and December 31, 1998                              165
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1999 and December 31,1998                   166
Consolidated Statements of Cash Flows for the years ended
December 31, 1999 and December 31, 1998                              167
Notes to Consolidated Financial Statements                            168

Interim (Unaudited) Financial Statements
----------------------------------------

Balance Sheets as of September 30, 2000 and December 31, 1999         189
Statements of Income for the three and nine months ended
September 30, 2000 and 1999                                          190
Statements of Shareholders' Equity for the nine months ended
September 30, 2000 and the year ended December 31,1999               191
Statements of Cash Flows for the nine months ended
September 30, 2000 and 1999                                          192
Condensed Notes to Financial Statements                               193

Dial Building
Audited Financial Statements
----------------------------

Report of Independent Public Accountants                              197
Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999                                 198
Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999                        199

ASML Building
Audited Financial Statements
----------------------------
Report of Independent Public Accountants                              200
Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999                                 201
Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999                        202

161

Motorola Tempe Building
Audited Financial Statements
----------------------------

Report of Independent Public Accountants                              203
Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999                                 204
Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999                        205

Motorola Plainfield Building
Financial Statements
--------------------

Report of Independent Public Accountants                              206
Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999 (audited), and the nine-
month period ended September 30, 2000 (unaudited)                    207
Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999 (audited),
and the nine-month period ended September 30, 2000 (unaudited)       208

Wells Real Estate Investment Trust, Inc.
Unaudited Pro Forma Financial Statements
----------------------------------------

Summary of Unaudited Pro Forma Financial Statements                   210
Pro Forma Balance Sheet as of September 30, 2000                      211
Pro Forma Statement of Income for the year ended
December 31, 1999                                                    213
Pro Forma Statement of Income for the nine-month period
ended September 30, 2000                                             214

Prior Performance Tables                                                        215

162

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, 1999 and 1998 and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the two years in the period
ended December 31, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements 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 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 consolidated 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, 1999 and 1998 and the
results of their operations and their cash flows for each of the two years in
the period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
January 20, 2000

163

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1999 AND 1998

ASSETS

1999               1998
----               ----

REAL ESTATE ASSETS, at cost:
Land                                                                                             $ 14,500,822        $ 1,520,834
Building, less accumulated depreciation of $1,726,103 and $0 at December 31, 1999 and
1998, respectively                                                                                81,507,040         20,076,845
Construction in progress                                                                           12,561,459                  0
------------        -----------
Total real estate assets                                                                     108,569,321         21,597,679

INVESTMENT IN JOINT VENTURES                                                                        29,431,176         11,568,677

CASH AND CASH EQUIVALENTS                                                                            2,929,804          7,979,403

DEFERRED OFFERING COSTS                                                                                964,941            548,729

DEFERRED PROJECT COSTS                                                                                  28,093            335,421

DUE FROM AFFILIATES                                                                                    648,354            262,345

PREPAID EXPENSES AND OTHER ASSETS                                                                    1,280,601            540,319
------------        -----------
Total assets                                                                                $143,852,290        $42,832,573
============        ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
Accounts payable and accrued expenses                                                            $    461,300        $   187,827
Notes payable                                                                                      23,929,228         14,059,930

Dividends payable                                                                                   2,166,701            408,176
Due to affiliate                                                                                    1,079,466            554,953
------------        -----------
Total liabilities                                                                             27,636,695         15,210,886
------------        -----------
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST OF UNIT HOLDER IN OPERATING PARTNERSHIP
SHAREHOLDERS' EQUITY:                                                                                  200,000            200,000
------------        -----------

Common shares, $.01 par value; 40,000,000 shares authorized, 13,471,085 shares issued
and outstanding at December 31, 1999 and 3,154,136 shares issued and outstanding at
December 31, 1998                                                                                    134,710             31,541
Additional paid-in capital                                                                        115,880,885         27,056,112
Retained earnings                                                                                           0            334,034
------------        -----------
Total shareholders' equity                                                                   116,015,595         27,421,687
------------        -----------
Total liabilities and shareholders' equity                                                  $143,852,290        $42,832,573
============        ===========

The accompanying notes are an integral part of these consolidated balance
sheets.

164

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

1999              1998
--------------     -------------
REVENUES:

Rental income                                                                  $4,735,184          $ 20,994
Equity in income of joint ventures                                              1,243,969           263,315
Interest income                                                                   502,993           110,869
Other income                                                                       13,249                 0
--------------      ------------
6,495,395           395,178
--------------      ------------

EXPENSES:
Depreciation                                                                    1,726,103                 0
Interest expense                                                                  442,029            11,033
Operating costs, net of reimbursements                                            (74,666)                0
Management and leasing fees                                                       257,744                 0
General and administrative                                                        123,776            29,943
Legal and accounting                                                              115,471            19,552
Computer costs                                                                     11,368               616
Amortization of organizational costs                                                8,921                 0
-------------      ------------
2,610,746            61,144
-------------      ------------
NET INCOME                                                                        $3,884,649          $334,034
=============      ============

EARNINGS PER SHARE:
Basic and diluted                                                              $     0.50          $   0.40
=============      ============

The accompanying notes are an integral part of these consolidated statements.

165

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

Common Stock       Additional                     Total
--------------------    Paid-In      Retained      Shareholders'
Shares     Amount     Capital      Earnings         Equity
----------  --------  -----------   -----------   ---------------

BALANCE, December 31, 1997                        100  $      1  $        999  $         0   $      1,000

Issuance of common stock                   3,154,036    31,540    31,508,820            0      31,540,360
Net income                                         0         0             0      334,034         334,034
Dividends ($.31 per share)                         0         0      (511,163)           0        (511,163)
Sales commissions                                  0         0    (2,996,334)           0      (2,996,334)
Other offering expenses                            0         0      (946,210)           0        (946,210)
----------  -------- -------------  -----------   -------------
BALANCE, December 31, 1998                  3,154,136    31,541    27,056,112      334,034      27,421,687

Issuance of common stock                  10,316,949   103,169   103,066,321            0     103,169,490
Net income                                         0         0             0    3,884,649       3,884,649
Dividends ($.70 per share)                         0         0    (1,346,240)  (4,218,683)     (5,564,923)
Sales commissions                                  0         0    (9,801,197)           0      (9,801,197)
Other offering expenses                            0         0    (3,094,111)           0      (3,094,111)
----------  --------  ------------  -----------    ------------
BALANCE, December 31, 1999                 13,471,085  $134,710  $115,880,885  $         0    $116,015,595
==========  ========  ============  ===========    ============

The accompanying notes are an integral part of these consolidated statements.

166

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

1999           1998
-------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                                                                $   3,884,649   $    334,034
-------------   ------------
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Equity in income of joint ventures                                                        (1,243,969)      (263,315)
Depreciation                                                                               1,726,103              0
Amortization of organizational costs                                                           8,921              0
Changes in assets and liabilities:
Prepaid expenses and other assets                                                         (749,203)      (540,319)
Accounts payable and accrued expenses                                                      273,473        187,827
Due to affiliates                                                                          108,301          6,224
-------------   ------------
Total adjustments                                                                        123,626       (609,583)
-------------   ------------
Net cash provided by (used in) operating activities                                    4,008,275       (275,549)
-------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate                                                                   (85,514,506)   (21,299,071)
Investment in joint ventures                                                                (17,641,211)   (11,276,007)
Deferred project costs paid                                                                  (3,610,967)    (1,103,913)
Distributions received from joint ventures                                                    1,371,728        178,184
-------------   ------------
Net cash used in investing activities                                               (105,394,956)   (33,500,807)
-------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable                                                                  40,594,463     14,059,930
Repayments of notes payable                                                                 (30,725,165)             0
Dividends paid to shareholders                                                               (3,806,398)      (102,987)
Issuance of common stock                                                                    103,169,490     31,540,360
Sales commissions paid                                                                       (9,801,197)    (2,996,334)
Other offering costs paid                                                                    (3,094,111)      (946,210)
-------------   ------------
Net cash provided by financing activities                                             96,337,082     41,554,759
-------------   ------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                          (5,049,599)     7,778,403

CASH AND CASH EQUIVALENTS, beginning of year                                                   7,979,403        201,000
-------------   ------------
CASH AND CASH EQUIVALENTS, end of year                                                     $   2,929,804   $  7,979,403
=============   ============

SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:
Deferred project costs applied to real estate assets                                      $   3,183,239   $    298,608
=============   ============

Deferred project costs contributed to joint ventures                                      $     735,056   $    469,884
=============   ============

Deferred offering costs due to affiliate                                                  $     416,212   $          0
=============   ============

The accompanying notes are an integral part of these consolidated statements.

167

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1999 AND 1998

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 40,000,000
(exclusive of 2,200,000 shares available pursuant to the Company's dividend
reinvestment plan) 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 with this,
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 amounts of the
Operating Partnership.

The Operating Partnership owns the following properties directly: (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 building located in Wood
Dale, Illinois; and (iv) the Cinemark Building, a five-story office building
located in Plano, Texas.

The Company also owns interests in several properties through a joint venture
among the Operating Partnership, Wells Real Estate Fund IX, L.P. ("Wells Fund
IX"), Wells Real Estate Fund X, L.P. ("Wells Fund X"), and Wells Real Estate
Fund XI, L.P. ("Wells Fund XI"). This joint venture is referred to as the Fund
IX, Fund X, Fund XI, and REIT Joint Venture ("Fund IX, X, XI, and REIT Joint
Venture"). In addition, the Company owns an interest in several properties
through a joint venture between Wells Fund XI, Wells Real Estate Fund XII, L.P.
("Wells Fund XII"), and the Operating Partnership, which is referred to as Wells
Fund XI, XII and REIT Joint Venture. The Company owns two properties through a
joint venture between the Operating Partnership and Fund X and XI Associates, a
joint venture between Wells Fund X and Wells Fund XI.

Through its investment in the Fund IX, X, XI, and REIT Joint Venture, the
Company owns interests in the following properties: (i) a three-story office
building in Knoxville, Tennessee (the "ABB 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 warehouse facility in Ogden, Utah (the "Iomega Building"), and (v) a
one-story office building in Oklahoma City, Oklahoma (the "Lucent Technologies
Building").

The following properties are owned by the Company through its investment in a
joint venture with Fund X and XI Associates: (i) a one-story office and
warehouse building in Fountain Valley, California (the "Cort Furniture

168

Building") owned by Wells/Orange County Associates and (ii) a warehouse and
office building in Fremont, California (the "Fairchild Building") owned by
Wells/Fremont Associates.

Through its investment in the Wells Fund XI, XII, and REIT Joint Venture, the
Company owns interests in the following properties: (i) a two-story
manufacturing and office building in Greenville County, 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").

Use of Estimates and Factors Affecting the Company

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles 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 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 (the "Code"), commencing with the taxable year ended December
31, 1998. As a result, the Company generally will not be subject to federal
income taxation at the corporate level to the extent it distributes annually at
least 95% of its REIT taxable income, as defined in the Code, to its
shareholders and satisfies certain other requirements. Additionally, the
Operating Partnership is not subject to federal or state income taxes.
Accordingly, no provision has been made for federal or state income taxes in the
accompanying consolidated financial statements for the years ended December 31,
1999 and 1998.

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 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, 1999.

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.

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 investment in the joint
ventures is recorded using the equity method of accounting.

169

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.

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.

Earnings Per Share

Earnings per share is 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.

2.   DEFERRED PROJECT COSTS

The Company paid a percentage of shareholder contributions to the Advisor for
acquisition and advisory services. 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, 1999 were $4,714,880 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, 1999 and
1998 represent fees not yet applied to properties.

3.   DEFERRED OFFERING COSTS

Organization and offering expenses, to the extent they exceed 3% of gross
offering proceeds, will be paid by the Advisor and not by the Company.
Organization and offering expenses do not include sales or underwriting
commissions but do include such costs as legal and accounting fees, printing
costs, and other offering expenses.

As of December 31, 1999, the Advisor paid organization and offering expenses on
behalf of the Company in the aggregate amount of $5,005,262, of which the
Advisor was reimbursed $4,040,321, which did not exceed the 5% limitation. The
unpaid portion of deferred offering costs is $964,941 and is included in due to
affiliate in the accompanying balance sheet.

170

4.  RELATED-PARTY TRANSACTIONS

Due from affiliates at December 31, 1999 represents the Operating Partnership's
share of the cash to be distributed from its joint venture investments for the
fourth quarter of 1999 and 1998 as follows:

1999        1998
--------    --------

Fund IX, X, XI, and REIT Joint Venture            $ 32,079    $ 38,360
Wells/Orange County Associates                      75,953      77,123
Wells/Fremont Associates                           152,681     146,862
Fund XI, XII, and REIT                             387,641           0
--------    --------
$648,354    $262,345
========    ========

The Company entered into a property management 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 Wells Management
management and leasing fees equal to the lesser of (a) fees that would be paid
to a comparable outside firm, or (b) 4.5% of the gross revenues generally paid
over the life of the lease 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. In the case of commercial properties
which are leased on a long-term (ten or more years) net lease basis, the maximum
property management fee from such leases shall be 1% of the gross revenues
generally paid over the life of the leases except for a one-time initial leasing
fee of 3% of the gross revenues on each lease payable over the first five full
years of the original lease term.

The Operating Partnership's portion of the management and leasing fees and lease
acquisition costs paid to Wells Management by the joint ventures was $336,517
for the year ended December 31, 1999.

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.

5.  INVESTMENT IN JOINT VENTURES

The Operating Partnership's investment and percentage ownership in joint
ventures at December 31, 1999 and 1998 are summarized as follows:

1999                       1998
-----------------------    -----------------------
Amount      Percent        Amount      Percent
-----------   ---------    -----------   ---------

Fund IX, X, XI, and REIT Joint Venture                     $ 1,388,884       4%       $ 1,443,378       4%
Wells/Orange County Associates                               2,893,112      44          2,958,617      44
Wells/Fremont Associates                                     6,988,210      78          7,166,682      78
Fund XI, XII, and REIT Joint Venture                        18,160,970      57                  0       0
-----------                -----------
$29,431,176                $11,568,677
===========                ===========

171

The following is a rollforward of the Operating Partnership's investment in
joint ventures for the years ended December 31, 1999 and 1998:

1999           1998
-----------    -----------

Investment in joint ventures, beginning of year            $11,568,677    $         0
Equity in income of joint ventures                           1,243,969        263,315
Contributions to joint ventures                             18,376,267     11,745,890
Distributions from joint ventures                           (1,757,737)      (440,528)
-----------    -----------
Investment in joint ventures, end of year                  $29,431,176    $11,568,677
===========    ===========

Fund IX, X, XI, and REIT Joint Venture

On March 20, 1997, Wells Fund IX and Wells 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 ABB Building, to the Fund IX and X Associates
joint venture. A 83,885-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 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 Lucent Technologies 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.

172

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, 1999 and 1998

ASSETS

1999            1998
-----------     -----------

Real estate assets, at cost:
Land                                                                            $ 6,698,020     $ 6,454,213
Building and improvements, less accumulated depreciation of
$2,792,068 in 1999 and $1,253,156 in 1998                                     29,878,541      30,686,845
Construction in progress                                                                  0             990
-----------     -----------
Total real estate assets                                               36,576,561      37,142,048
Cash and cash equivalents                                                             1,146,874       1,329,457
Accounts receivable                                                                     554,965         133,257
Prepaid expenses and other assets                                                       526,409         441,128
-----------     -----------
Total assets                                                          $38,804,809     $39,045,890
===========     ===========

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                $   704,914     $   409,737
Due to affiliates                                                                     6,379           4,406
Partnership distributions payable                                                   804,734       1,000,127
-----------     -----------
Total liabilities                                                       1,516,027       1,414,270
-----------     -----------
Partners' capital:
Wells Real Estate Fund IX                                                        14,590,626      14,960,100
Wells Real Estate Fund X                                                         18,000,869      18,707,139
Wells Real Estate Fund XI                                                         3,308,403       2,521,003
Wells Operating Partnership, L.P.                                                 1,388,884       1,443,378
-----------     -----------
Total partners' capital                                                37,288,782      37,631,620
-----------     -----------
Total liabilities and partners' capital                               $38,804,809     $39,045,890
===========     ===========

173

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income (Loss)
for the Years Ended December 31, 1999, 1998, and 1997

1999          1998         1997
----------    ----------    --------

Revenues:
Rental income                                                      $3,932,962    $2,945,980    $ 28,512
Interest income                                                       120,080        20,438           0
----------    ----------    --------
4,053,042     2,966,418      28,512
----------    ----------    --------
Expenses:
Depreciation                                                        1,538,912     1,216,293      36,863
Management and leasing fees                                           286,139       226,643       1,711
Operating costs, net of reimbursements                                (43,501)     (140,506)     10,118
Property administration expense                                        63,311        34,821           0
Legal and accounting                                                   35,937        15,351           0
----------    ----------    --------
1,880,798     1,352,602      48,692
----------    ----------    --------
Net income (loss)                                                      $2,172,244    $1,613,816    $(20,180)
==========    ==========    ========

Net income (loss) allocated to Wells Real Estate Fund IX               $  850,072    $  692,116    $(10,145)
==========    ==========    ========

Net income (loss) allocated to Wells Real Estate Fund X                $1,056,316    $  787,481    $(10,035)
==========    ==========    ========
Net income (loss) allocated to Wells Real Estate Fund XI               $  184,335    $   85,352    $      0
==========    ==========    ========
Net income allocated to Wells Operating Partnership, L.P.              $   81,501    $   48,867    $      0
==========    ==========    ========

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 1999, 1998, and 1997

Wells Real      Wells Real    Wells Real         Wells            Total
Estate          Estate        Estate         Operating        Partners'
Fund IX         Fund X       Fund XI     Partnership, L.P.     Capital
-----------     ----------    ----------   -----------------    ---------

Balance, December 31, 1996                 $         0    $         0    $        0      $        0       $         0
Net loss                                    (10,145)       (10,035)            0               0           (20,180)
Partnership contributions                 3,712,938      3,672,838             0               0         7,385,776
-----------    -----------    ----------      ----------       -----------
Balance, December 31, 1997                   3,702,793      3,662,803             0               0         7,365,596
Net income                                  692,116        787,481        85,352          48,867         1,613,816
Partnership contributions                11,771,312     15,613,477     2,586,262       1,480,741        31,451,792
Partnership distributions                (1,206,121)    (1,356,622)     (150,611)        (86,230)       (2,799,584)
-----------    -----------    ----------      ----------       -----------
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
===========    ===========    ==========      ==========       ===========

174

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 1999, 1998, and 1997

1999              1998             1997
------------      ------------     ------------

Cash flows from operating activities:
Net income (loss)                                           $  2,172,244      $  1,613,816     $    (20,180)
Adjustments to reconcile net income to net cash             ------------      ------------     ------------
provided by operating activities:
Depreciation                                            1,538,912         1,216,293           36,863
Changes in assets and liabilities:
Accounts receivable                                   (421,708)          (92,745)         (40,512)
Prepaid expenses and other assets                      (85,281)         (111,818)        (329,310)
Accounts payable                                       295,177            29,967          379,770
Due to affiliates                                        1,973             1,927            2,479
------------      ------------     ------------
Total adjustments                                 1,329,073         1,043,624           49,290
------------      ------------     ------------
Net cash provided by operating
activities                                    3,501,317         2,657,440           29,110
------------      ------------     ------------
Cash flows from investing activities:
Investment in real estate                                       (930,401)      (24,788,070)      (5,715,847)
------------      ------------     ------------
Cash flows from financing activities:
Distributions to joint venture partners                       (3,820,491)       (1,799,457)               0
Contributions received from partners                           1,066,992        24,970,373        5,975,908
------------      ------------     ------------
Net cash (used in) provided by
financing activities                         (2,753,499)       23,170,916        5,975,908
------------      ------------     ------------
Net (decrease) increase in cash and cash equivalents                (182,583)        1,040,286          289,171
Cash and cash equivalents, beginning of year                       1,329,457           289,171                0
------------      ------------     ------------
Cash and cash equivalents, end of year                          $  1,146,874      $  1,329,457     $    289,171
============      ============     ============

Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture         $     43,024      $  1,470,780     $    318,981
============      ============     ============

Contribution of real estate assets to joint venture         $          0      $  5,010,639     $  1,090,887
============      ============     ============

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.

Following are the financial statements for Wells/Orange County Associates:

175

Wells/Orange County Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 1999 and 1998

ASSETS

1999           1998
----------     ----------

Real estate assets, at cost:
Land                                                                              $2,187,501     $2,187,501
Building, less accumulated depreciation of $278,652 in 1999 and
$92,087 in 1998                                                                 4,385,463      4,572,028
----------     ----------
Total real estate assets                                                 6,572,964      6,759,529
Cash and cash equivalents                                                                176,666        180,895
Accounts receivable                                                                       49,679         13,123
----------     ----------
Total assets                                                            $6,799,309     $6,953,547
==========     ==========

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                  $        0     $    1,550
Partnership distributions payable                                                    173,935        176,614
----------     ----------
Total liabilities                                                          173,935        178,164
----------     ----------
Partners' capital:
Wells Operating Partnership, L.P.                                                  2,893,112      2,958,617
Fund X and XI Associates                                                           3,732,262      3,816,766
----------     ----------
Total partners' capital                                                  6,625,374      6,775,383
----------     ----------
Total liabilities and partners' capital                                 $6,799,309     $6,953,547
==========     ==========

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 1999 and 1998

1999           1998
----------     ----------

Revenues:
Rental income                                                                       $795,545       $331,477
Interest income                                                                            0            448
----------     ----------
795,545        331,925
----------     ----------
Expenses:
Depreciation                                                                         186,565         92,087
Management and leasing fees                                                           30,360         12,734
Operating costs, net of reimbursements                                                22,229          2,288
Interest                                                                                   0         29,472
Legal and accounting                                                                   5,439          3,930
244,593        140,511
----------     ----------
Net income                                                                              $550,952       $191,414
==========     ==========

Net income allocated to Wells Operating Partnership, L.P.                               $240,585       $ 91,978
==========     ==========

176

Net income allocated to Fund X and XI Associates                                        $310,367       $ 99,436
==========     ==========

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 1999 and 1998

Wells
Operating        Fund X         Total
Partnership,      and XI        Partners'
L.P.        Associates       Capital
------------   ------------    -----------

Balance, December 31, 1997                                        $        0     $        0      $        0
Net income                                                        91,978         99,436         191,414
Partnership contributions                                      2,991,074      3,863,272       6,854,346
Partnership distributions                                       (124,435)      (145,942)       (270,377)
------------   ------------    ------------
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
============   ============    ============

177

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 1999 and 1998

1999           1998
---------     -----------

Cash flows from operating activities:
Net income                                                                           $ 550,952     $   191,414
Adjustments to reconcile net income to net cash provided by operating                ---------     -----------
activities:
Depreciation                                                                    186,565          92,087
Changes in assets and liabilities:
Accounts receivable                                                          (36,556)        (13,123)
Accounts payable                                                              (1,550)          1,550
---------     -----------
Total adjustments                                                         148,459          80,514
---------     -----------
Net cash provided by operating activities                                 699,411         271,928
---------     -----------
Cash flows from investing activities:
Investment in real estate                                                                    0      (6,563,700)
---------     -----------
Cash flows from financing activities:
Issuance of note payable                                                                     0       4,875,000
Payment of note payable                                                                      0      (4,875,000)
Distributions to partners                                                             (703,640)        (93,763)
Contributions received from partners                                                         0       6,566,430
---------     -----------
Net cash (used in) provided by financing activities                      (703,640)      6,472,667
---------     -----------
Net (decrease) increase in cash and cash equivalents                                        (4,229)        180,895
Cash and cash equivalents, beginning of year                                               180,895               0
---------     -----------
Cash and cash equivalents, end of year                                                   $ 176,666     $   180,895
=========     ===========
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture                                  $       0     $   287,916
=========     ===========

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 warehouse 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.

178

Following are the financial statements for Wells/Fremont Associates:

Wells/Fremont Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 1999 and 1998

ASSETS

1999              1998
----------        ----------

Real estate assets, at cost:
Land                                                                       $2,219,251        $2,219,251
Building, less accumulated depreciation of $428,246 in 1999 and
$142,720 in 1998                                                         6,709,912         6,995,439
----------        ----------
Total real estate assets                                          8,929,163         9,214,690
Cash and cash equivalents                                                         189,012           192,512
Accounts receivable                                                                92,979            34,742
----------        ----------
Total assets                                                     $9,211,154        $9,441,944
==========        ==========

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                           $    2,015        $    3,565
Due to affiliate                                                                5,579             2,052
Partnership distributions payable                                             186,997           189,490
----------        ----------
Total liabilities                                                   194,591           195,107
----------        ----------
Partners' capital:
Wells Operating Partnership, L.P.                                           6,988,210         7,166,682
Fund X and XI Associates                                                    2,028,353         2,080,155
----------        ----------
Total partners' capital                                           9,016,563         9,246,837
----------        ----------
Total liabilities and partners' capital                          $9,211,154        $9,441,944
==========        ==========

179

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 1999 and 1998

1999         1998
--------     --------

Revenues:
Rental income                                                                $902,946     $401,058
Interest income                                                                     0        3,896
--------     --------
902,946      404,954
--------     --------
Expenses:
Depreciation                                                                  285,526      142,720
Management and leasing fees                                                    37,355       16,726
Operating costs, net of reimbursements                                         16,006        3,364
Interest                                                                            0       73,919
Legal and accounting                                                            4,885        6,306
--------     --------
343,772      243,035
--------     --------
Net income                                                                       $559,174     $161,919
========     ========

Net income allocated to Wells Operating Partnership, L.P.                        $433,383     $122,470
========     ========

Net income allocated to Fund X and XI Associates                                 $125,791     $ 39,449
========     ========

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 1999 and 1998

Wells
Operating       Fund X         Total
Partnership,      and XI       Partners'
L.P.        Associates      Capital
------------   ------------   ------------

Balance, December 31, 1997                                    $        0     $        0     $        0
Net income                                                    122,470         39,449        161,919
Partner contributions                                       7,274,075      2,083,334      9,357,409
Partnership distributions                                    (229,863)       (42,628)      (272,491)
------------   ------------   ------------
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
============   ============   ============

180

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 1999 and 1998

1999           1998
---------    -----------

Cash flows from operating activities:
Net income                                                                          $ 559,174    $   161,919
---------    -----------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation                                                                    285,526        142,720
Changes in assets and liabilities:
Accounts receivable                                                          (58,237)       (34,742)
Accounts payable                                                              (1,550)         3,565
Due to affiliate                                                               3,527          2,052
---------    -----------
Total adjustments                                                         229,266        113,595
---------    -----------
Net cash provided by operating activities                                 788,440        275,514
---------    -----------
Cash flows from investing activities:
Investment in real estate                                                                   0     (8,983,111)
---------    -----------
Cash flows from financing activities:
Issuance of note payable                                                                    0      5,960,000
Payment of note payable                                                                     0     (5,960,000)
Distributions to partners                                                            (791,940)       (83,001)
Contributions received from partners                                                        0      8,983,110
---------    -----------
Net cash (used in) provided by financing activities                      (791,940)     8,900,109
---------    -----------
Net (decrease) increase in cash and cash equivalents                                      (3,500)       192,512
Cash and cash equivalents, beginning of year                                             192,512              0
---------    -----------
Cash and cash equivalents, end of year                                                 $ 189,012    $   192,512
=========    ===========
Supplemental disclosure of noncash activities:

Deferred project costs contributed to joint venture                                 $       0    $   374,299
=========    ===========

181

Fund XI, XII, and REIT Joint Venture

On May 1, 1999, the Operating Partnership entered into a joint venture with
Wells Fund XII and Wells Fund XI. On May 18, 1999, the joint venture purchased a
169,510-square-foot, two-story manufacturing and office building, known as EYBL
CarTex, 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.

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 Sheet
December 31, 1999

ASSETS

Real estate assets, at cost:
Land                                                                                      $ 5,048,797
Building and improvements, less accumulated depreciation of $506,582                       26,811,869
-----------
Total real estate assets                                                         31,860,666
Cash and cash equivalents                                                                         766,278
Accounts receivable                                                                               133,777
Prepaid assets and other expenses                                                                  26,486
-----------
Total assets                                                                    $32,787,207
===========

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                          $   112,457
Partnership distributions payable                                                             680,294
-----------
Total liabilities                                                                   792,751
-----------
Partners' capital:
Wells Real Estate Fund XI                                                                   8,365,852
Wells Real Estate Fund XII                                                                  5,467,634
Wells Operating Partnership, L.P.                                                          18,160,970
-----------
Total partners' capital                                                          31,994,456
-----------
Total liabilities and partners' capital                                         $32,787,207
===========

182

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Income
for the Year Ended December 31, 1999

Revenues:
Rental income                                                                               $1,443,446
Other income                                                                                        57
----------
1,443,503
----------
Expenses:
Depreciation                                                                                   506,582
Management and leasing fees                                                                     59,230
Operating costs, net of reimbursements                                                           6,433
Property administration                                                                         14,185
Legal and accounting                                                                             4,000
----------
590,430
----------
Net income                                                                                      $  853,073
==========

Net income allocated to Wells Real Estate Fund XI                                               $  240,031
==========

Net income allocated to Wells Real Estate Fund XII                                              $  124,542
==========

Net income allocated to Wells Operating Partnership, L.P.                                       $  488,500
==========

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Partners' Capital
for the Year Ended December 31, 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
===========    ============    =============    ============

183

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Cash Flows
for the Year Ended December 31, 1999

Cash flows from operating activities:
Net income                                                                                         $   853,073
-----------
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation                                                                                    506,582
Changes in assets and liabilities:
Accounts receivable                                                                         (133,777)
Prepaid expenses and other assets                                                            (26,486)
Accounts payable                                                                             112,457
-----------
Total adjustments                                                                         458,776
-----------
Net cash provided by operating activities                                               1,311,849
-----------
Cash flows from financing activities:
Distributions to joint venture partners                                                               (545,571)
-----------
Net increase in cash and cash equivalents                                                                  766,278
Cash and cash equivalents, beginning of year                                                                     0
-----------
Cash and cash equivalents, end of year                                                                 $   766,278
===========

Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture                                                $ 1,294,686
===========
Contribution of real estate assets to joint venture                                                $31,072,562
===========

6.  INCOME TAX BASIS NET INCOME AND PARTNERS' CAPITAL

The Operating Partnership's income tax basis net income for the years ended
December 31, 1999 and 1998 are calculated as follows:

1999             1998
----------        ---------

Financial statement net income                                                         $3,884,649        $ 334,034
Increase (decrease) in net income resulting from:
Depreciation expense for financial reporting purposes in excess of
amounts for income tax purposes                                                    949,631           82,618
Rental income accrued for financial reporting purposes in excess of
amounts for income tax purposes                                                   (789,599)         (35,427)
Expenses deductible when paid for income tax purposes, accrued for
financial reporting purposes                                                        49,906            1,634
----------        ---------
Income tax basis net income                                              $4,094,587        $ 382,859
==========        =========

184

The Operating Partnership's income tax basis partners' capital at December 31,
1999 and 1998 is computed as follows:

1999                1998
------------         -----------

Financial statement partners' capital                                             $116,015,595         $27,421,687
Increase (decrease) in partners' capital resulting from:
Depreciation expense for financial reporting purposes in excess of
amounts for income tax purposes                                               1,032,249              82,618
Capitalization of syndication costs for income tax purposes, which
are accounted for as cost of capital for financial reporting
purposes                                                                     12,896,312           3,942,545
Accumulated rental income accrued for financial reporting purposes
in excess of amounts for income tax purposes                                   (825,026)            (35,427)
Accumulated expenses deductible when paid for income tax purposes,
accrued for financial reporting purposes                                         51,540               1,634
Dividends payable                                                                2,166,701             408,176
------------         -----------
Income tax basis partners' capital                                                $131,337,371         $31,821,233
============         ===========

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, 1999 is as
follows:

Year ended December 31:
2000                                $ 11,737,408
2001                                  11,976,253
2002                                  12,714,291
2003                                  12,856,557
2004                                  12,581,882
Thereafter                               54,304,092
------------
$116,170,483
============

Three tenants contributed 32%, 16%, and 15% of rental income for the year ended
December 31, 1999. In addition, four tenants will contribute 34%, 20%, 17%, and
11% of future minimum rental income.

The future minimum rental income due the Fund IX, X, XI, and REIT Joint Venture
under noncancelable operating leases at December 31, 1999 is as follows:

Year ended December 31:
2000                                 $ 3,666,570
2001                                   3,595,686
2002                                   3,179,827
2003                                   3,239,080
2004                                   3,048,152
Thereafter                                5,181,003
-----------
$21,910,318
===========

Four tenants contributed 25%, 18%, 13%, and 12% of rental income for the year
ended December 31, 1999. In addition, four tenants will contribute 28%, 22%,
15%, and 10% of future minimum rental income.

185

The future minimum rental income due Wells/Orange County Associates under
noncancelable operating leases at December 31, 1999 is as follows:

Year ended December 31:
2000                              $  758,964
2001                                 809,580
2002                                 834,888
2003                                 695,740
----------
$3,099,172
==========

One tenant contributed 100% of rental income for the year ended December 31,
1999 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, 1999 is as follows:

Year ended December 31:
2000                              $  869,492
2001                                 895,577
2002                                 922,444
2003                                 950,118
2004                                 894,833
----------
$4,532,464
==========

One tenant contributed 100% of rental income for the year ended December 31,
1999 and will contribute 100% of future minimum rental income.

The future minimum rental income due from XI, XII and REIT under noncancelable
operating leases at December 31, 1999 is a follows:

Year ended December 31:
2000                             $ 3,085,362
2001                               3,135,490
2002                               3,273,814
2003                               3,367,231
2004                               3,440,259
Thereafter                            9,708,895
-----------
$26,011,051
===========

Four tenants contributed approximately 34%, 22%, 22%, and 12% of rental income
for the year ended December 31, 1999. In addition, four tenants will contribute
approximately 30%, 27%, 22%, and 18% of future minimum rental income.

8.  NOTES PAYABLE

At December 31, 1999, the Operating Partnership had outstanding debt of
$23,929,228. Of this amount, $11,430,696 was borrowed under a construction loan
with Bank of America in order to finance the construction of a new building for
Matsushita Avionics (the "Matsushita Project") and improvements for the AT&T
Building. This loan is secured by the Matsushita Project and matures on May 10,
2001. The remaining $12,498,532 was borrowed against the revolving line of
credit from SouthTrust Bank, which is collateralized by the PwC Building and
matures on December 31, 2000. Interest is paid monthly and accrued at a variable
rate based on LIBOR plus 200 basis points for both of these debt instruments.
During 1999, the Company paid and capitalized interest costs of $847,451 and
$463,873, respectively. The estimated fair value of these notes approximates
their carrying value.

186

The Operating Partnership also has a $9,825,000 line of credit from Bank of
America, which bears interest at a variable rate based on LIBOR plus 200 basis
points. No balance was outstanding at December 31, 1999 under this line of
credit.

9.  COMMITMENTS AND CONTINGENCIES

On February 18, 1999, the Operating Partnership entered into a rental income
guaranty agreement with Fund VIII and IX Associates (the "joint venture"),
whereby the Operating Partnership guaranteed that the joint venture would
receive rental income on the existing Matsushita Building, equal to at least the
rent and building expenses that the joint venture would have received from
Matsushita Avionics over the remaining term of the existing lease. Matsushita
Avionics vacated the building on January 3, 2000, while the existing lease term
extends through September 2003. The Company paid approximately $61,000 to the
joint venture related to the rental income and building expenses due from
Matsushita Avionics for the remainder of January 2000. Such payments are made
from the Company's operating cash flow and reduce cash available for dividends.

On July 22, 1999, the Operating Partnership purchased a 7.49 acre tract of land
located in Midlothian, Chesterfield County, Virginia for the purpose of
constructing a four-story, 100,000 rentable square foot office building (the
"ABB Project"). The Operating Partnership entered into an office lease with ABB
Power Generation, Inc. ("ABB"), pursuant to which ABB has agreed to lease the
ABB Project upon its completion.

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.

10.  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 SFAS No. 123, "Accounting
for Stock-Based Compensation." As permitted by the provisions of SFAS No. 123,
the Company applies Accounting Principles Board ("APB") Opinion No. 25 and the
related interpretations in accounting for its stock option plans and,
accordingly, does not recognize compensation cost.

187

A summary of the Company's stock option activity during 1999 is as follows:

Exercise
Number         Price
--------      --------

Outstanding at December 31, 1998                                     0           $ 0
Granted                                                     27,500            12
--------      --------
Outstanding at December 31, 1999                                27,500           $12
========      ========
Outstanding options exercisable as of December 31, 1999          5,500           $12
========      ========

The weighted average remaining contractual life of options outstanding at
December 31, 1999 is approximately 9.5 years. Based on the terms of the options,
the fair value of the options granted during 1999 is $0.

11.  QUARTERLY RESULTS (UNAUDITED)

Presented below is a summary of the unaudited quarterly financial information
for the years ended December 31, 1999 and 1998:

1999 Quarters Ended
--------------------------------------------------------------
March 31         June 30       September 30      December 31
----------      ------------   -------------     -------------

Revenues                                             $988,000        $1,204,938      $1,803,352       $2,499,105
Net income                                            393,438           601,975       1,277,019        1,612,217
Basic and diluted earnings per share                 $   0.10        $     0.09      $     0.18       $     0.13
Dividends per share                                      0.17              0.17            0.18             0.18

1998 Quarters Ended
--------------------------------------------------------------
March 31         June 30       September 30      December 31
----------      ------------   -------------     -------------

Revenues                                                $   0           $10,917         $73,292         $310,969
Net income                                                  0            10,899          62,128          261,007
Basic and diluted earnings per share                    $0.00           $  0.16         $  0.06         $   0.18
Dividends per share                                      0.00              0.00            0.15             0.16

188

WELLS REAL ESTATE INVESTMENT TRUST, INC.
AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

ASSETS

September 30,        December 31,
2000                1999
--------------      -------------

REAL ESTATE, at cost:
Land                                                                            $ 21,695,304       $ 14,500,822
Building and improvements, less accumulated depreciation of
$6,810,792 in 2000 and $1,726,103 in 1999                                     188,671,038         81,507,040
Construction in progress                                                             295,517         12,561,459
--------------      -------------
Total real estate                                                   210,661,859        108,569,321
--------------      -------------
INVESTMENT IN JOINT VENTURES (NOTE 2)                                                 36,708,242         29,431,176

DUE FROM AFFILIATES                                                                      859,515            648,354

CASH AND CASH EQUIVALENTS                                                             12,257,161          2,929,804

DEFERRED PROJECT COSTS (Note 1)                                                          471,005             28,093

DEFERRED OFFERING COSTS (Note 1)                                                       1,108,206            964,941

PREPAID EXPENSES AND OTHER ASSETS                                                      6,344,905          1,280,601
--------------      -------------
Total assets                                                       $268,410,893       $143,852,290
==============      =============

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
Accounts payable and accrued expenses                                           $    975,821       $    461,300
Notes payable (Note 3)                                                            38,909,030         23,929,228
Due to affiliates (Note 4)                                                         1,372,508          1,079,466
Dividends payable                                                                  4,475,982          2,166,701
--------------      -------------
Total liabilities                                                    45,733,341         27,636,695
--------------      -------------

COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST OF UNIT HOLDER IN OPERATING PARTNERSHIP                                200,000            200,000
--------------      -------------
SHAREHOLDERS' EQUITY:
Common shares, $.01 par value; 40,000,000 shares authorized, 26,174,825
shares issued and outstanding at September 30, 2000 and
13,471,085 shares issued and outstanding at December 31, 1999                     261,748            134,710
Additional paid-in capital                                                       222,215,804        115,880,885
Retained earnings                                                                          0                  0
--------------      -------------
Total shareholders' equity                                          222,477,552        116,015,595
--------------      -------------
Total liabilities and shareholders' equity                         $268,410,893       $143,852,290
==============      =============

See accompanying condensed notes to financial statements.

189

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended                  Nine Months Ended
-------------------------------     ------------------------------
September 30,     September 30,     September 30,    September 30,
2000              1999              2000              1999
-------------     -------------     -------------    -------------

REVENUES:
Rental income                                 $5,819,968        $1,227,144       $13,712,371       $2,806,158
Equity in income of joint ventures               635,065           384,887         1,684,247          783,065
Interest income                                  131,578           191,321           338,020          407,067
-------------     -------------     -------------    -------------
6,586,611         1,803,352        15,734,638        3,996,290
-------------     -------------     -------------    -------------
EXPENSES:
Operating costs, net of
reimbursements                                 289,140           (75,997)          631,407          (46,381)
Management and leasing fees                      381,766            68,823           919,630          150,908
Depreciation                                   2,155,366           423,760         5,084,689        1,036,003
Administrative costs                              41,626            21,076           273,484           91,016
Legal and accounting                              32,883            22,187           130,603           78,637
Computer costs                                     2,353             2,119             8,846            8,182
Amortization of loan costs                        64,016             2,433           150,143            6,488
Interest expense                               1,094,233            61,932         2,798,299          399,005
-------------     -------------     -------------    -------------
4,061,383           526,333         9,997,101        1,723,858
-------------     -------------     -------------    -------------
NET INCOME                                        $2,525,228        $1,277,019        $5,737,537       $2,272,432
=============     =============     =============    =============
BASIC AND DILUTED EARNINGS PER SHARE              $     0.11        $     0.18        $     0.30        $    0.37
=============     =============     =============    =============

See accompanying condensed notes to financial statements.

190

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEAR ENDED DECEMBER 31, 1999

AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000

Additional                        Total
Common Stock             Paid-In         Retained     Shareholders'
------------------------
Shares         Amount        Capital         Earnings        Equity
-----------    ---------    -------------    -----------    -------------

BALANCE, December 31, 1998                3,154,136    $  31,541    $  27,056,112    $   334,034    $  27,421,687

Issuance of common stock              10,316,949      103,169      103,066,321              0      103,169,490
Net income                                     0            0                0      3,884,649        3,884,649
Dividends ($.70 per share)                     0            0       (1,346,240)    (4,218,683)      (5,564,923)
Sales commission                               0            0       (9,801,197)             0       (9,801,197)
Other offering expenses                        0            0       (3,094,111)             0       (3,094,111)
-----------    ---------    -------------    -----------    -------------
BALANCE, December 31, 1999               13,471,085      134,710      115,880,885              0      116,015,595

Issuance of common stock              12,769,524      127,695      127,567,548              0      127,695,243
Net income                                     0            0                0      5,737,537        5,737,537
Dividends ($.544 per share)                    0            0       (4,695,767)    (5,737,537)     (10,433,304)
Sales commission                               0            0      (12,068,553)             0      (12,068,553)
Other offering expenses                        0            0       (3,811,122)             0       (3,811,122)
Common stock retired                     (65,784)        (657)        (657,187)             0         (657,844)
-----------    ---------    -------------    -----------    -------------
BALANCE, September 30, 2000              26,174,825    $ 261,748    $ 222,215,804    $         0    $ 222,477,552
===========    =========    =============    ===========    =============

See accompanying condensed notes to financial statements.

191

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended
------------------------------------
September 30,      September 30,
----------------   -----------------
2000              1999

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                     $    5,737,537      $  2,272,432
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation                                                                  5,084,689         1,036,003
Amortization of loan costs                                                      150,143             6,488
Equity in income of joint ventures                                           (1,684,247)         (783,065)
Changes in assets and liabilities:
Accounts payable                                                             514,521           326,166
Increase in prepaid expenses and other assets                             (5,214,447)         (667,823)
Increase due to affiliates                                                   149,777            82,901
--------------      ------------
Net cash provided by operating activities                               4,737,973         2,273,102
--------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in real estate                                                       (103,469,511)      (55,913,594)
Investment in joint ventures                                                       (7,612,005)      (17,641,421)
Deferred project costs                                                             (4,446,307)       (2,692,478)
Distributions received from joint ventures                                          2,103,704           826,822
--------------      ------------
Net cash used in  investing activities                               (113,424,119)      (75,420,671)
--------------      ------------
Cash flows from financing activities:
Proceeds from note payable                                                         67,883,130        25,598,666
Repayment of note payable                                                         (52,903,328)      (22,732,539)
Dividends paid                                                                     (8,124,023)       (2,159,649)
Issuance of common stock                                                          127,695,243        76,927,944
Sales commissions paid                                                            (12,068,553)       (7,308,155)
Offering costs paid                                                                (3,811,122)       (2,307,838)
Common stock retired                                                                 (657,844)                0
--------------      ------------
Net cash provided by financing activities                             118,013,503        68,018,429
--------------      ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                              9,327,357        (5,129,140)

CASH AND CASH EQUIVALENTS, beginning of year                                           2,929,804         7,979,403
--------------      ------------
CASH AND CASH EQUIVALENTS, end of period                                           $  12,257,161      $  2,850,263
==============      ============

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
Deferred project costs applied to joint ventures                            $      295,680      $    735,056
==============      ============

Deferred project costs applied to real estate                               $    3,707,715      $  2,273,411
==============      ============

Decrease in deferred offering cost accrual                                  $     (143,265)     $   (200,640)
==============      ============

See accompanying condensed notes to financial statements.

192

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2000

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) General

Wells Real Estate Investment Trust, Inc. (the "Company" or "Registrant") is a
Maryland corporation formed on July 3, 1997. The Company is the sole general
partner of Wells Operating Partnership, L.P. ("Wells OP"), a Delaware limited
partnership organized for the purpose of acquiring, developing, owning,
operating, improving, leasing, and otherwise managing for investment purposes
income-producing commercial properties.

On January 30, 1998, the Company commenced a public offering of up to 16,500,000
shares of common stock at $10 per share pursuant to a Registration Statement on
Form S-11 under the Securities Act of 1933. The Company commenced active
operations on June 5, 1998, when it received and accepted subscriptions for
125,000 shares. The Company terminated its initial public offering on December
19, 1999, and on December 20, 1999, the Company commenced a second follow-on
public offering of up to 22,200,000 shares of common stock at $10 per share. As
of September 30, 2000, the Company had sold 26,240,610 shares for total capital
contributions of $262,406,096. After payment of $9,161,189 in acquisition and
advisory fees and acquisition expenses, payment of $32,718,532 in selling
commissions and organization and offering expenses, capital contributions and
acquisition expenditures by Wells OP of $211,641,497 in property acquisitions
and common stock redemptions of $657,844 pursuant to the Company's share
redemption program, the Company was holding net offering proceeds of $8,227,034
available for investment in properties. An additional $38,909,030 was spent for
acquisition expenditures and was funded by loans from various lending
institutes.

Wells OP owns interest in properties both directly and through equity ownership
in the following joint ventures: (i) the Fund IX-X-XI-REIT Joint Venture, a
joint venture among Wells OP and Wells Real Estate Fund IX, L.P., Wells Real
Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P. (the "Fund IX-X-XI-REIT
Joint Venture"), (ii) Wells/Fremont Associates (the "Fremont Joint Venture"), a
joint venture between Wells OP and Fund X and Fund XI Associates, which is a
joint venture between Wells Real Estate Fund X, L.P. and Wells Real Estate Fund
XI, L.P. (the "Fund X-XI Joint Venture"), (iii) Wells/Orange County Associates
(the "Cort Joint Venture") a joint venture between Wells OP and the Fund X-XI
Joint Venture, (iv) the Fund XI-XII-REIT Joint Venture, a joint venture among
Wells OP, Wells Real Estate Fund XI, L.P., and Wells Real Estate Fund XII, L.P.
(the "Fund XI-XIII-REIT Joint Venture"), (v) the Fund XII-REIT Joint Venture, a
joint venture between Wells OP and Wells Real Estate Fund XII, L.P. (the "Fund
XII-REIT Joint Venture"), and (vi) the Fund VIII-IX-REIT Joint Venture, a joint
venture between Wells OP and the Fund VIII-IX Joint Venture.

As of September 30, 2000, Wells OP owned interest in the following properties
either directly or through its interests in joint ventures: (i) a three-story
office building in Knoxville, Tennessee (the "ABB-Knoxville 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 building in Oklahoma City, Oklahoma (the
"AVAYA Building"); (v) a one-story warehouse and office building in Ogden, Utah
(the "Iomega Building"), all five of which are owned by the Fund IX-X-XI-REIT
Joint Venture; (vi) a two-story warehouse office building in Fremont, California
(the "Fremont Building"), which is owned by the Fremont Joint Venture; (vii) a
one-story warehouse and office building in Fountain Valley, California (the
"Cort Building"), which is owned by the Cort Joint Venture; (viii) a four-story
office building in Tampa, Florida (the "PWC Building"); (ix) a four-story office
building in Harrisburg, Pennsylvania (the "AT&T Building"), which are owned
directly by Wells OP; (x) a two-story manufacturing and office building located
in Fountain Inn, South Carolina (the "EYBL

193

CarTex Building"); (xi) a three-story office building located in Leawood, Kansas
(the "Sprint Building"); (xii) a one story office building and warehouse in
Tredyffrin Township, Pennsylvania (the "Johnson Matthey Building"); (xiii) a
two-story office building in Ft. Meyers, Florida (the "Gartner Building"), all
four of which are owned by Fund XI-XII-REIT Joint Venture; (xiv) a two-story
office building located in Lake Forest, California (the "Matsushita Project");
(xv) a four-story office building in Richmond, Virginia (the "Alstom Power-
Richmond Building"); (xvi) a two-story office building and warehouse in Wood
Dale, Illinois (the "Marconi Building"); (xvii) a five-story office building in
Plano, Texas (the "Cinemark Building"); (xviii) a three-story office building in
Tulsa, Oklahoma (the "Metris Building"); (xix) a two-story office building in
Scottsdale, Arizona (the "Dial Building"); (xx) a two-story office building in
Tempe, Arizona (the "ASML Building"); (xxi) a two-story office building in
Tempe, Arizona (the "Motorola Building"); (xxii) a two-story office building in
Tempe, Arizona (the "Avnet Building"); (xxiii) a three-story office building in
Troy, Michigan (the "Delphi Building"); all ten of which are owned directly by
Wells OP; (xxiv) a three-story office building in Troy, Michigan (the "Siemens
Building"), which is owned by the Fund XII-REIT Joint Venture; and (xxv) a two-
story office building in Orange County, California (the "Quest Building"),
formerly the Bake Parkway Building, previously owned by Fund VIII-IX Joint
Venture, which is now owned by the Fund VIII-IX-REIT Joint Venture.

(b) Deferred Project Costs

The Company pays Acquisition and Advisory Fees and Acquisition Expenses to Wells
Capital, Inc., the Advisor, for acquisition and advisory services and as
reimbursement for acquisition expenses. These payments may not exceed 3 1/2% of
shareholders' capital contributions. Acquisition and Advisory Fees and
Acquisition Expenses paid as of September 30, 2000, amounted to $9,161,189 and
represented approximately 3 1/2% of shareholders' capital contributions
received. These fees are allocated to specific properties as they are purchased.

(c) Deferred Offering Costs

The Advisor pays all the offering expenses for the Company. The Advisor may be
reimbursed by the Company to the extent that such offering expenses do not
exceed 3% of shareholders' capital contributions.

(d) Employees

The Company has no direct employees. The employees of Wells Capital, Inc., the
Company's Advisor, perform a full range of real estate services including
leasing and property management, accounting, asset management and investor
relations for the Company.

(e) Insurance

Wells Management Company, Inc., an affiliate of the Company and the Advisor,
carries comprehensive liability and extended coverage with respect to all the
properties owned directly and indirectly by the Company. In the opinion of
management of the registrant, the properties are adequately insured.

(f) Competition

The Company will experience competition for tenants from owners and managers of
competing projects which may include its affiliates. As a result, the Company
may be required to provide free rent; reduced charges for tenant improvements
and other inducements, all of which may have an adverse impact on results of
operations. At the time the Company elects to dispose of its properties, the
Company will also be in competition with sellers of similar properties to locate
suitable purchasers for its properties.

(g) Basis of Presentation

Substantially all of the Company's business is conducted through Wells OP. At
December 31, 1997, the Wells OP had issued 20,000 limited partner units to Wells
Capital, Inc., the Advisor, in exchange for a capital contribution of $200,000.
The Company is the sole general partner in Wells OP; consequently, the
accompanying consolidated financial statements of the Company include the
amounts of both the Company and Wells OP.

194

The consolidated financial statements of the Company have been prepared in
accordance with instructions to Form 10-Q and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. These quarterly statements have not been
examined by independent accountants, but in the opinion of the Board of
Directors, the statements for the unaudited interim periods presented include
all adjustments, which are of a normal and recurring nature, necessary to
present a fair presentation of the results for such periods. For further
information, refer to the financial statements and footnotes included in the
Company's Form 10-K for the year ended December 31, 1999.

(h) Distribution Policy

The Company will make distributions (not including a return of capital for
federal income tax purposes) equal to at least 95% of its real estate investment
trusts taxable income through the taxable year 2000. It is the Company's policy
to make regular quarterly distributions to holders of the shares. Distributions
will be made to those shareholders who are shareholders as of the record date
selected by the Directors. Distributions will be declared on a daily basis and
paid on a quarterly basis during the Offering period and declared and paid
quarterly thereafter.

(i) Income Taxes

The Company has made an election under Section 856 (C) of the Internal Revenue
Code 1986, as amended (the "Code"), to be taxed as a Real Estate Investment
Trust ("REIT") under the Code beginning with its taxable year ended December 31,
1998. As a REIT for federal income tax purposes, the Company generally will not
be subject to federal income tax on income that it distributes to its
shareholders. If the Company fails to qualify as a REIT in any taxable year, it
will then be subject to federal income tax on its 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 during which
qualification is lost. Such an event could materially adversely affect the
Company's net income and net cash available to distribute to shareholders.
However, the Company believes that it is organized and operates in such a manner
as to qualify for treatment as a REIT and intends to continue to operate in the
foreseeable future in such a manner so that the Company will remain qualified as
a REIT for federal income tax purposes.

(j) Statement of Cash Flows

For the purpose of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents. Cash equivalents include cash and short-term
investments.

2.   INVESTMENTS IN JOINT VENTURES

The Company owned interests in 25 office buildings through its ownership in
Wells OP, which owns interest in six joint ventures. The Company does not have
control over the operations of these joint ventures; however, it does exercise
significant influence. Accordingly, investment in joint venture is recorded
using the equity method.

The following describes additional information about certain of the properties
in which the Company owns an interest as of September 30, 2000.

Fund VIII-IX-REIT Joint Venture

On June 15, 2000, the Fund VIII-IX-REIT Joint Venture was formed between Wells
OP and Fund VIII and Fund IX Associates, a Georgia joint venture partnership
between Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P.
(the "Fund VIII-IX Joint Venture"). On July 1, 2000, the Fund VIII-IX Joint
Venture contributed its interest in the Bake Parkway Building to the Fund
VIII-IX-REIT Joint Venture. The Bake Parkway 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.

195

A 42-month lease for the entire Bake Parkway Building has been signed by Quest
Software, Inc. Occupancy occurred on August 1, 2000. Quest is a publicly traded
corporation that provides software database management and disaster recovery
services for its clients.

Construction of tenant improvements required under the Quest lease is
anticipated to cost approximately $1,250,000 and will be funded by Wells OP.

The Alstom Power-Richmond Building

On July 24, 2000, the Company completed a build-to-suit project of a 99,057
square-foot, four-story, office building. The Class "A" property is located at
5309 Commonwealth Centre Drive in Richmond, Virginia.

The $11.4 million acquisition is 100% owned by the Company and is leased to
Alstom Power, Inc. The tenant has signed a seven-year lease, which commenced on
July 24, 2000. Alstom Power is the world's largest power generation group.
Formerly ABB Power Generation and Alstom, the two companies merged in December
1999 to form ABB Alstom Power, Inc. and in June 2000 changed its name to Alstom
Power, Inc. The group employs 58,000 people in more than 100 countries.

The building is located on 7.49 acres within the Waterford Business Park. The
Waterford Park is a 20-acre office park in Chesterfield County.

3.   NOTES PAYABLE

Notes payable, as of September 30, 2000, consists of loans of (i) $9,181,877 due
to Bank of America secured by a first priority mortgage against the Matsushita
Property; (ii) $21,627,153 due to Bank of America secured by first mortgages on
the AT&T and Marconi buildings; (iii) $8,000,000 due to Richter-Schroeder
Company, Inc. secured by a first mortgage against the Metris Building; and (iv)
$100,000 due to Ryan Companies US, Inc. secured by a first mortgage on the Avnet
Building.

4.   DUE TO AFFILIATES

Due to affiliates consists of Acquisitions and Advisory Fees and Acquisition
Expenses, deferred offering costs, and other operating expenses paid by the
Advisor on behalf of the Company. Also included in Due to Affiliates is the
Matsushita lease guarantee which is explained in detail in the Company's Form
10-K for the year ended December 31, 1999. Payments of $542,645 have been made
as of September 30, 2000 toward fulfilling the Matsushita agreement.

196

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the DIAL BUILDING for the year ended December 31, 1999. This
financial statement is the responsibility of management. Our responsibility is
to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our
opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the Dial
Building after acquisition by the Wells Operating Partnership, L.P. (on behalf
of Wells Real Estate Investment Trust, Inc.). The accompanying statement of
revenues over certain operating expenses was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and is not intended to be a complete presentation of the Dial
Building's revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the Dial Building for the year ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
April 10, 2000

197

DIAL BUILDING

STATEMENT OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

RENTAL REVENUES                                               $ 1,388,868

OPERATING EXPENSES, net of reimbursements                               0
-----------
REVENUES OVER CERTAIN OPERATING EXPENSES                      $ 1,388,868
-----------

The accompanying notes are an integral part of this statement.

198

DIAL BUILDING

NOTES TO STATEMENT OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On March 29, 2000, the Wells Operating Partnership L.P. ("Wells OP"), a Delaware
Limited Partnership formed to acquire, own, lease, operate and manage real
properties on behalf of the Wells Real Estate Investment Trust, Inc., acquired
the Dial Building from Ryan Companies US, Inc. ("Ryan"). Ryan is not an
affiliate of Wells OP. The purchase price of the Dial Building was $14,250,000.
Wells OP incurred additional acquisition expenses in connection with the
purchase of the Dial Building, including attorney's fees, recording fees, loan
fees, and other closing costs, of approximately $35,712. The funds used to
purchase the Dial Building consisted of cash and proceeds from Wells OP's lines
of credit with SouthTrust Bank, N.A. and Bank of America, N.A.

The entire 129,689 rentable square feet of the Dial Building is currently under
a net lease agreement (the "Lease") with Dial Corporation ("Dial"). The Lease
was assigned to Wells OP at closing. The Lease commenced on August 14, 1997 and
expires on August 31, 2008. Dial has the right to extend the Lease for two
additional five-year periods at 95% of the then-current fair market rental rate.
Under the Lease, Dial is required to pay as additional rent all real estate
taxes, special assessments, utilities, insurance, and other operating costs
associated with the Dial Building during the term of the Lease. In addition,
Dial is responsible for repair and maintenance of the roof, walls, structure,
and foundation, landscaping, and heating, ventilating, air conditioning,
mechanical, electrical, plumbing, and other systems.

Rental Revenues

Rental income from the lease is recognized on a straight-line basis over the
life of the lease.

2.   BASIS OF ACCOUNTING

The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis. This statement has been prepared in accordance
with the applicable rules and regulations of the Securities and Exchange
Commission for real estate properties acquired. Accordingly, the statement
excludes certain historical expenses, such as depreciation, interest, and
management fees, not comparable to the operations of the Dial Building after
acquisition by Wells OP.

199

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the ASML BUILDING for the year ended December 31, 1999. This
financial statement is the responsibility of management. Our responsibility is
to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our
opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the ASML
Building after acquisition by the Wells Operating Partnership, L.P. (on behalf
of Wells Real Estate Investment Trust, Inc.). The accompanying statement of
revenues over certain operating expenses was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and is not intended to be a complete presentation of the ASML
Building's revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the ASML Building for the year ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
April 10, 2000

200

ASML BUILDING

STATEMENT OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

REVENUES:

Rental income                                           $1,849,908
Tenant reimbursements                                      242,143
------------
Total revenues                                 2,092,051
------------

OPERATING EXPENSES:
Ground lease                                               206,625
Insurance                                                    9,628
------------
Total operating expenses                         216,253
------------

REVENUES OVER CERTAIN OPERATING EXPENSES                    $1,875,798
============

The accompanying notes are an integral part of this statement.

201

ASML BUILDING

NOTES TO STATEMENT OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On March 29, 2000, the Wells Operating Partnership L.P. ("Wells OP"), a Delaware
Limited Partnership formed to acquire, own, lease, operate, and manage real
properties on behalf of the Wells Real Estate Investment Trust, Inc., acquired
the ASML Building from Ryan Companies U.S., Inc. ("Ryan"). Ryan is not an
affiliate of Wells OP. The purchase price of the ASML Building was $17,355,000.
Wells OP incurred additional acquisition expenses in connection with the
purchase of the ASML Building, including attorney's fees, recording fees, loan
fees, and other closing costs, of approximately $48,875. The funds used to
purchase the ASML Building consisted of cash and proceeds obtained from Wells
OP's lines of credit with SouthTrust Bank, N.A. and Bank of America, N.A. Wells
OP also assumed a ground lease with Research Park on 9.51 acres. The ground
lease commenced August 22, 1997 and expires on December 31, 2082.

The entire 95,133 rentable square feet of the ASML Building is currently under a
net lease agreement (the "Lease") with ASML Lithography, Inc. ("ASML"). The
Lease was assigned to Wells OP at closing. The Lease commenced on June 4, 1998
and expires on June 30, 2013. ASML has the right to extend the Lease for two
additional five-year periods at the prevailing market rental rate, but in no
event less than the rate in force at the end of the preceding lease term. Under
the Lease, ASML is required to pay as additional rent the rent associated with
the ground lease described above and all real estate taxes, special assessments,
utilities, insurance, and other operating costs associated with the ASML
Building during the term of the Lease. In addition, ASML is responsible for
repair and maintenance of the roof, walls, structure, and foundation,
landscaping, and the heating, ventilating, air conditioning, mechanical,
electrical, plumbing, and other systems.

Rental Revenues

Rental income from the lease is recognized on a straight-line basis over the
life of the lease.

2.   BASIS OF ACCOUNTING

The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis. This statement has been prepared in accordance
with the applicable rules and regulations of the Securities and Exchange
Commission for real estate properties acquired. Accordingly, the statement
excludes certain historical expenses, such as depreciation, interest, and
management fees, not comparable to the operations of the ASML Building after
acquisition by Wells OP.

202

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the MOTOROLA BUILDING for the year ended December 31, 1999. This
financial statement is the responsibility of management. Our responsibility is
to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our
opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the Motorola
Building after acquisition by the Wells Operating Partnership, L.P. (on behalf
of Wells Real Estate Investment Trust, Inc.). The accompanying statement of
revenues over certain operating expenses was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and is not intended to be a complete presentation of the Motorola
Building's revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the Motorola Building for the year ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
April 10, 2000

203

MOTOROLA BUILDING

STATEMENT OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

REVENUES:
Rental income                                                    $1,817,366
Tenant reimbursements                                               290,287
----------
Total revenues                                          2,107,653
----------

OPERATING EXPENSES:
Ground lease                                                        243,826
Insurance                                                            11,951
----------
Total operating expenses                                  255,777
----------

REVENUES OVER CERTAIN OPERATING EXPENSES                             $1,851,876
==========

The accompanying notes are an integral part of this statement.

204

MOTOROLA BUILDING

NOTES TO STATEMENT OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On March 29, 2000, the Wells Operating Partnership L.P. ("Wells OP"), a Delaware
Limited Partnership formed to acquire, own, lease, operate and manage real
properties on behalf of the Wells Real Estate Investment Trust, Inc., acquired
the Motorola Building from Ryan Companies US, Inc. ("Ryan"). Ryan is not an
affiliate of Wells OP. The purchase price of the Motorola Building was
$16,000,000. Wells OP incurred additional acquisition expenses in connection
with the purchase of the Motorola Building, including attorney's fees, recording
fees, loan fees, and other closing costs, of approximately $36,622. The funds
used to purchase the Motorola Building consisted of cash and proceeds obtained
from Wells OP's lines of credit with SouthTrust Bank, N.A. and Bank of America,
N.A. In addition, $5,000,000 in loan proceeds were provided by Ryan as seller
financing. Wells OP also assumed a ground lease with Research Park on 12.44
gross acres. The ground lease commenced November 19, 1997 and expires on
December 31, 2082.

The entire 133,225 rentable square feet of the Motorola Building is currently
under a net lease agreement (the "Lease") with Motorola, Inc. ("Motorola"). The
Lease was assigned to Wells OP at closing. The initial term of the Lease is
seven years, which commenced on August 17, 1998 and expires on August 31, 2005.
Motorola has the right to extend the Lease for four additional five-year periods
at the prevailing market rental rate. Under the lease, Motorola is required to
pay as additional rent the rent associated with the ground lease described above
and all real estate taxes, special assessments, utilities, insurance, and other
operating costs associated with the Motorola Building during the term of the
Lease. In addition, Motorola's responsible for repair and maintenance of the
roof, walls, structure, and foundation, landscaping, and the heating,
ventilating, air conditioning, mechanical, electrical, plumbing, and other
systems.

Rental Revenues

Rental income from the lease is recognized on a straight-line basis over the
life of the lease.

2.   BASIS OF ACCOUNTING

The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis. This statement has been prepared in accordance
with the applicable rules and regulations of the Securities and Exchange
Commission for real estate properties acquired. Accordingly, the statement
excludes certain historical expenses, such as depreciation, interest, and
management fees, not comparable to the operations of the Motorola Building after
acquisition by Wells OP.

205

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the MOTOROLA PLAINFIELD BUILDING for the year ended December 31,
1999. This financial statement is the responsibility of management. Our
responsibility is to express an opinion on this financial statement based on our
audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our
opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the Motorola
Plainfield Building after acquisition by the Wells Operating Partnership, L.P.
(on behalf of Wells Real Estate Investment Trust, Inc.). The accompanying
statement of revenues over certain operating expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission and is not intended to be a complete presentation of the
Motorola Plainfield Building's revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the Motorola Plainfield Building for the year ended December 31,
1999, in conformity with accounting principles generally accepted in the United
States.

/s/ Arthur Andersen LLP

Atlanta, Georgia
November 30, 2000

206

MOTOROLA PLAINFIELD BUILDING

STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31,1999

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)

September 30,    December 31,
2000            1999
------------     ------------
(unaudited)

RENTAL REVENUES                                     $770,000        $2,310,000

OPERATING EXPENSES, net of reimbursements             73,739            10,916
--------        ----------
REVENUES OVER CERTAIN OPERATING EXPENSES            $696,261        $2,299,084
========        ==========

The accompanying notes are an integral part of these statements.

207

MOTOROLA PLAINFIELD BUILDING

NOTES TO STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On November 1, 2000, the Wells Operating Partnership L.P. ("Wells OP"), a
Delaware Limited Partnership formed to acquire, own, lease, operate and manage
real properties on behalf of the Wells Real Estate Investment Trust, Inc.,
acquired the Motorola Plainfield Building from WHMAB Real Estate Limited
Partnership ("WHMAB"). WHMAB is not an affiliate of Wells OP. The total purchase
price of the Motorola Plainfield Building was $34,072,916, which includes an
obligation of WHMAB assumed by Wells OP at closing to reimburse the tenant,
Motorola, Inc. ("Motorola"), a maximum of $424,760 for certain rent payments
required of it under its prior lease. Wells OP incurred additional acquisition
expenses in connection with the purchase of the Motorola Plainfield Building,
including attorney's fees, recording fees, loan fees, and other closing costs,
of approximately $105,225. The funds used to purchase the Motorola Plainfield
Building consisted of cash and proceeds from Wells OP's line of credit with
SouthTrust Bank, N.A.

The entire 236,710 rentable square feet of the Motorola Plainfield Building is
currently under a net lease agreement (the "Lease") with Motorola. The Lease was
assigned to Wells OP at closing. The Lease commenced on November 1, 2000 and
expires on October 31, 2010. Motorola has the right to extend the Lease for two
additional five-year periods of time for a base rent equal to the greater of (i)
the last year's rent, or (ii) 95% of the then-current fair market rental rate.
Under the Lease, Motorola is required to pay as additional rent all real estate
taxes, special assessments, utilities, insurance, and other operating costs
associated with the Motorola Plainfield Building during the term of the Lease.
In addition, Motorola is responsible for repair and maintenance of the roof,
walls, structure, and foundation, landscaping, and heating, ventilating, air
conditioning, mechanical, electrical, plumbing, and other systems.

Prior to commencement of the Lease with Motorola, 220,000 rentable square feet
of the Motorola Plainfield Building was under a net lease agreement (the
"Previous Lease") with a tenant. The Previous Lease commenced on May 14, 1997
and expired on April 30, 2000. Under the Previous Lease, the tenant was required
to pay as additional rent all real estate taxes, special assessments, utilities,
insurance, and other operating costs associated with the Motorola Plainfield
Building during the term of the Previous Lease. In addition, the tenant was
responsible for repair and maintenance of the roof, walls, structure, and
foundation, landscaping, and heating, ventilating, air conditioning, mechanical,
electrical, plumbing, and other systems.

The Motorola Plainfield Building did not have any tenants for the period from
May 1, 2000 to October 31, 2000.

Rental Revenues

Rental income from leases is recognized on a straight-line basis over the life
of the lease.

208

2.   BASIS OF ACCOUNTING

The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis. This statement has been prepared in accordance
with the applicable rules and regulations of the Securities and Exchange
Commission for real estate properties acquired. Accordingly, the statement
excludes certain historical expenses, such as depreciation, interest, and
management fees, not comparable to the operations of the Motorola Plainfield
Building after acquisition by Wells OP.

209

WELLS REAL ESTATE INVESTMENT TRUST, INC.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The following unaudited pro forma balance sheet as of September 30, 2000 has
been prepared to give effect to the acquisition of the Motorola Plainfield
Building by the Wells Operating Partnership, L.P. ("Wells OP"), as if the
acquisition occurred as of September 30, 2000. The following unaudited pro forma
statements of income for the year ended December 31, 1999 and the nine months
ended September 30, 2000 have been prepared to give effect to the acquisition of
the Dial Building, the ASML Building, and the Motorola Tempe Building (together,
the "Prior Acquisitions") and the Motorola Plainfield Building by the Wells OP
as if each acquisition occurred on January 1, 1999.

Wells OP is a Delaware limited partnership that was organized to own and operate
properties on behalf of the Wells Real Estate Investment Trust, Inc. Wells Real
Estate Investment Trust, Inc. is the general partner of the Wells OP.

These unaudited pro forma financial statements are prepared for informational
purposes only and are not necessarily indicative of future results or of actual
results that would have been achieved had the acquisitions been consummated at
the beginning of the period presented.

210

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA BALANCE SHEET

SEPTEMBER 30, 2000

(Unaudited)

ASSETS

Wells Real
Estate
Investment        Pro Forma          Pro Forma
Trust, Inc.      Adjustments           Total
-------------   --------------      -------------

REAL ESTATE ASSETS, AT COST:
Land                                                       $  21,695,304   $ 9,652,500(a)      $  31,750,313
402,509(b)
Buildings less accumulated depreciation of $6,810,792        188,671,038    24,525,641(a)        214,219,398
1,022,719(b)
Construction in progress                                         295,517             0               295,517
-------------   -----------         -------------
Total real estate assets                            210,661,859    35,603,369           246,265,228

INVESTMENT IN JOINT VENTURES                                     36,708,242             0            36,708,242

CASH AND CASH EQUIVALENTS                                        12,257,161   (10,753,381)(a)           466,584
(954,223)(b)
(82,973)(c)

DEFERRED OFFERING COSTS                                           1,108,206             0             1,108,206

DEFERRED PROJECT COSTS                                              471,005      (471,005)(b)                 0

DUE FROM AFFILIATES                                                 859,515             0               859,515

PREPAID EXPENSES AND OTHER ASSETS                                 6,344,905        82,973(c)          6,427,878
-------------   -----------         -------------
Total assets                                      $ 268,410,893   $23,424,760         $ 291,835,653
=============   ===========         =============

211

LIABILITIES AND SHAREHOLDERS' EQUITY

Wells Real
Estate
Investment        Pro Forma             Pro Forma
Trust, Inc.      Adjustments              Total
--------------   --------------        --------------

LIABILITIES:
Accounts payable and accrued expenses                     $      975,821   $   424,760(a), (d)   $    1,400,581
Notes payable                                                 38,909,030    23,000,000(a)            61,909,030
Dividends payable                                              4,475,982             0                4,475,982
Due to affiliate                                               1,372,508             0                1,372,508
--------------  ------------           --------------
Total liabilities                                    45,733,341    23,424,760               69,158,101
--------------  ------------           --------------
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST OF UNIT HOLDER IN OPERATING PARTNERSHIP           200,000             0                  200,000
--------------  ------------           --------------
SHAREHOLDERS' EQUITY:
Common shares, $.01 par value; 40,000,000 shares
authorized, 13,471,085 shares issued and outstanding          261,748             0                  261,748
Additional paid-in capital                                   222,215,804             0              222,215,804
Retained earnings                                                      0             0                        0
--------------  ------------           --------------
Total shareholders' equity                          222,477,552             0              222,477,552
--------------  ------------           --------------
Total liabilities and shareholders' equity       $  268,410,893  $ 23,424,760           $  291,835,653
==============  ============           ==============

(a)  Reflects Wells Real Estate Investment Trust Inc.'s purchase
price for the building.

(b)  Reflects deferred project costs allocated to the land and
building at approximately 4.17% of the purchase price.

(c)  Reflects loan fees incurred in connection with the receipt
of loan proceeds from the SouthTrust Bank, N.A., line of
credit.

(d)  Reflects assumption of obligation of Wells OP to reimburse
the tenant of certain rent payments required of it under its
prior lease.

212

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 1999

(Unaudited)

Wells Real
Estate         Pro Forma Adjustments
---------------------
Investment       Prior         Motorola       Pro Forma
Trust, Inc.   Acquisitions    Plainfield        Total
-----------   ------------    ----------        -----

REVENUES:
Rental income                                           $4,735,184   $5,056,142(a)  $2,310,000(a)  $12,101,326
Equity in income of joint ventures                       1,243,969            0              0       1,243,969
Interest income                                            502,993            0              0         502,993
Other income                                                13,249            0              0          13,249
----------   ----------     ----------     -----------
6,495,395    5,056,142      2,310,000      13,861,537
----------   ----------     ----------     -----------
EXPENSES:
Depreciation and amortization                            1,726,103    1,842,818(b)   1,021,934(b)    4,614,561
23,706(c)

Interest                                                   442,029    2,758,350(d)   1,787,100(f)    5,437,479
450,000(e)

Operating costs, net of reimbursements                     (74,666)     (60,400)(g)     10,916(h)     (124,150)
Management and leasing fees                                257,744      282,116(i)     138,600(i)      678,460
General and administrative                                 123,776            0              0         123,776
Legal and accounting                                       115,471            0              0         115,471
Computer costs                                              11,368            0              0          11,368
Amortization of organizational costs                         8,921            0              0           8,921
----------   ----------     ----------     -----------
2,610,746    5,272,884      2,982,256      10,865,886
----------   ----------     ----------     -----------
NET INCOME                                                 $3,884,649   $ (216,742)    $ (672,256)    $ 2,995,651
==========   ==========     ==========     ===========

HISTORICAL EARNINGS PER SHARE (BASIC AND DILUTED)          $     0.50
==========

PRO FORMA EARNINGS PER SHARE (BASIC AND DILUTED)                                                      $      0.11(j)
===========

(a)  Rental income recognized on a straight-line basis.

(b)  Depreciation expense on the building using the straight-line
method and a 25-year life.

(c)  Amortization of loan costs over term of SouthTrust Bank, N.A.
line of credit.

(d)  Interest expense on the $9,000,000 line of credit with SouthTrust
Bank, N.A. and the $26,500,000 line of credit with Bank of
America, N.A., which bear interest at 7.77% for the year ended
December 31, 1999.

(e)  Interest expense on the $5,000,000 note payable with Ryan
Companies U.S., Inc., the seller, which bears interest at 9%.

(f)  Interest expense on the $23,000,000 line-of-credit with
SouthTrust Bank, N.A., which bears interest at 7.77% for the year
ended December 31, 1999.

(g)  Consists of ground lease and insurance expense for the ASML
Building and the Motorola Tempe Building, net of tenant
reimbursements.

(h)  Consists of non-reimbursable operating expenses.

(i)  Management and leasing fees equal approximately 6% of rental
income.

(j)  As of the property acquisition date of November 1, 2000, Wells
Real Estate Investment Trust, Inc. had 27,970,106 shares of
common stock outstanding; pro forma earnings per share is
calculated as if these shares were outstanding for the entire
year ended December 31, 1999.

213

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000

(Unaudited)

Wells Real
Estate         Pro Forma Adjustments
---------------------
Investment       Prior         Motorola       Pro Forma
Trust, Inc.   Acquisitions    Plainfield        Total
-----------   ------------    ----------        -----

REVENUES:
Rental income                                         $13,712,371   $1,440,432(a)   $   770,000(a)  $15,922,803
Equity in income of joint ventures                      1,684,247            0                0       1,684,247
Interest income                                           338,020            0                0         338,020
------------   ----------      -----------     -----------
15,734,638    1,440,432          770,000      17,945,070
------------   ----------      -----------     -----------
EXPENSES:
Depreciation and amortization                           5,084,689      460,704(b)       766,451(b)    6,329,624
17,780(c)

Interest                                                2,798,299      777,450(d)     1,546,620(f)    5,234,869
112,500(e)

Operating costs, net of reimbursements                    631,407      (15,099)(g)       73,739(h)      690,047
Management and leasing fees                               919,630       86,426(i)        46,200(i)    1,052,256
General and administrative                                273,484            0                0         273,484
Legal and accounting                                      130,603            0                0         130,603
Computer costs                                              8,846            0                0           8,846
Amortization of organizational costs                      150,143            0                0         150,143
------------   ----------      -----------     -----------
9,997,101    1,421,981        2,450,790      13,869,872
------------   ----------      -----------     -----------
NET INCOME                                              $  5,737,537   $   18,451      $(1,680,790)    $ 4,075,198
============   ==========      ===========     ===========

HISTORICAL EARNINGS PER SHARE (BASIC AND DILUTED)       $       0.30
============

PRO FORMA EARNINGS PER SHARE (BASIC AND DILUTED)                                                       $      0.15(j)
===========
REVENUES:

(a)  Rental income recognized on a straight-line basis.

(b)  Depreciation expense on the building using the straight-line
method and a 25-year life.

(c)  Amortization of loan costs over term of SouthTrust Bank, N.A.
line of credit.

(d)  Interest expense on the $9,000,000 line of credit with SouthTrust
Bank, N.A. and the $26,500,000 line of credit with Bank of
America, N.A., which bear interest at 8.76% for the nine months
ended September 30, 2000.

(e)  Interest expense on the $5,000,000 note payable with Ryan
Companies U.S., Inc., the seller, which bears interest at 9%.

(f)  Interest expense on the $23,000,000 line-of-credit with
SouthTrust Bank, N.A., which bears interest at 8.97% for the nine
months ended September 30, 2000.

(g)  Consists of ground lease and insurance expense for the ASML
Building and the Motorola Tempe Building, net of tenant
reimbursements.

(h)  Consists of non-reimbursable operating expenses.

(i)  Management and leasing fees equal approximately 6% of rental
income.

(j)  As of the property acquisition date of November 1, 2000, Wells
Real Estate Investment Trust, Inc. had 27,970,106 shares of
common stock outstanding; pro forma earnings per share is
calculated as if these shares were outstanding for the entire
nine months ended September 30, 2000.

214

PRIOR PERFORMANCE TABLES

The following Prior Performance Tables (Tables) provide information
relating to real estate investment programs sponsored by the 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.") All of the Wells Public Programs, except for the
Wells REIT, have used substantial amounts of 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
"Prior Performance Summary" section of this prospectus.

Investors in the Wells REIT will not own any interest in other Wells
Public Programs and should not assume that they will experience returns, if any,
comparable to those experienced by investors in the 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 provide an 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) and Table V (sales or
disposals of property) have been omitted since none of the Wells Public Programs
have sold any of their properties to date.

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. As described above, no Wells Public Program has sold or
disposed of any property held by it. 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.

215

"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.

216

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,
1996. 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, 1999.

Wells Real         Wells Real         Wells Real      Wells Real Estate
Estate Fund        Estate Fund        Estate Fund        Investment
IX, L.P.            X, L.P.           XI, L.P.          Trust, Inc.
--------            -------           --------          -----------

Dollar Amount Raised                              $35,000,000/(3)/  $ 27,128,912/(4)/   $ 16,532,802/(5)/  $ 132,181,919/(6)/
===========         ==========          ==========         ===========

Percentage Amount Raised                                100.0%/(3)/          100%/(4)/           100%/(5)/           100%/(6)/

Less Offering Expenses
Underwriting Fees                                      10.0%              10.0%                9.5%                9.5%
Organizational Expenses                                 5.0%               5.0%                3.0%                3.0%
Reserves/(1)/                                             0.0%               0.0%                0.0%                0.0%
----               ----                ----                ----
Percent Available for Investment                       85.0%              85.0%               87.5%               87.5%

Acquisition and Development Costs
Prepaid Items and Fees related to

Purchase of Property                                 2.0%               5.4%                0.0%                1.1%
Cash Down Payment                                      67.1%              60.5%               84.0%               82.0%
Acquisition Fees/(2)/                                   4.0%               4.0%                3.5%                3.5%
Development and Construction Costs                     11.9%              14.1%                0.0%                0.3%

Reserve for Payment of Indebtedness                       0.0%               0.0%                0.0%                0.0%
----               ----                ----                ----

Total Acquisition and Development Cost                   85.0%              84.0%               87.5%               86.9%

Percent Leveraged                                         0.0%               0.0%                0.0%               17.6%
====               ====                ====                ====

Date Offering Began                                  01/05/96           12/31/96             2/31/97            01/30/98

Length of Offering                                     12 mo.             12 mo.              12 mo.              23 mo.

Months to Invest 90% of Amount Available
for Investment (Measured from Beginning of             14 mo.             19 mo.              20 mo.              21 mo.
Offering)

Number of Investors as of 12/31/99                      2,120              1,812               1,345               3,839

(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 IX, L.P. closed its offering on December 30, 1996,
and the total dollar amount raised was $35,000,000.

217

(4)  Total dollar amount registered and available to be offered was $35,000,000.
Wells Real Estate Fund X, L.P. closed its offering on December 30, 1997,
and the total dollar amount raised was $27,128,912.
(5)  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.
(6)  Total dollar amount registered and available to be offered was
$165,000,000. Wells Real Estate Investment Trust, Inc. closed its initial
offering on December 20, 1999, and the total dollar amount raised in its
initial offering was $132,181,919.

218

TABLE II
(UNAUDITED)
COMPENSATION TO SPONSOR

The following sets forth the compensation received by Wells Capital 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, 1996. These partnerships have not
sold or refinanced any of their properties to date. All figures are as of
December 31, 1999.

Wells Real
Wells Real     Wells Real     Wells Real      Estate           Other
Estate Fund    Estate Fund    Estate Fund   Investment        Public
IX, L.P.        X, L.P.       XI, L.P.     Trust, Inc.    Programs/(1)/
--------        -------       --------     ----------     -------------

Date Offering Commenced                               01/05/96       12/31/96       12/31/97        01/30/98             --

Dollar Amount Raised                                $35,000,000    $ 27,128,912   $ 16,532,802  $132,181,919   $206,241,095
to Sponsor from Proceeds of Offering:
Underwriting Fees/(2)/                            $   309,556    $    260,748   $    151,911  $  1,530,882   $    924,156
Acquisition Fees
Real Estate Commissions                                   --              --            --             --             --
Acquisition and Advisory Fees/(3)/               $ 1,400,000    $  1,085,157   $    578,648  $  4,626,367   $ 10,159,399

Dollar Amount of Cash Generated from Operations
Before Deducting Payments to Sponsor/(4)/          $  7,064,631   $  4,262,319   $  2,133,705  $  8,002,132   $ 38,076,886

Amount Paid to Sponsor from Operations:             $    169,661   $    105,410   $     22,200  $    129,208   $  1,434,957
Property Management Fee/(1)/                                 --             --             --            --             --
Partnership Management Fee                         $    133,784   $    105,132   $     61,058  $    101,605   $  1,613,725
Reimbursements                                     $    260,082   $    176,108   $     33,492  $    129,208   $  1,580,482
Leasing Commissions                                          --             --             --            --             --
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)      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., and Wells Real Estate Fund VIII, 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. At December 31, 1999, the
amount of such deferred fees due the general partners totaled
$2,397,266.
(2)      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.
(3)      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.

219

(4)      Includes $487,134 in net cash provided by operating activities,
$6,013,970 in distributions to limited partners and $563,527 in
payments to sponsor for Wells Real Estate Fund IX, L.P.; $400,825 in
net cash provided by operating activities, $3,474,844 in distributions
to limited partners and $386,650 in payments to sponsor for Wells Real
Estate Fund X, L.P.; $(150,720) in net cash used by operating
activities, $2,167,675 in distributions to limited partners and
$116,750 in payments to sponsor for Wells Real Estate Fund XI, L.P.;
$3,732,726 in net cash provided by operating activities, $3,909,385 in
dividends and $360,021 in payments to sponsor for Wells Real Estate
Investment Trust, Inc.; and $2,167,163 in net cash provided by
operating activities, $31,280,559 in distributions to limited partners
and $4,629,164 in payments to sponsor for other public programs.

220

TABLE III
(UNAUDITED)

The following six tables set forth operating results of Wells Public
Programs the offerings of which have been completed since December 31, 1994. 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.

221

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND VII, L.P.

1999          1998           1997          1996         1995
----          ----           ----          ----         ----

Gross Revenues/(1)/                                  $    982,630  $   846,306    $   816,237   $  543,291   $    925,246
Profit on Sale of Properties                                   --           --             --          --              --
Less: Operating Expenses/(2)/                              85,273       85,722         76,838       84,265        114,953
Depreciation and Amortization/(3)/                    1,562        6,250          6,250        6,250          6,250
------------  ------------   -----------   ----------   ------------
Net Income GAAP Basis/(4)/                           $    895,795  $   754,334    $   733,149   $  452,776   $    804,043
============  ===========    ===========   ==========   ============
Taxable Income: Operations                           $  1,255,666  $ 1,109,096    $ 1,008,368   $  657,443   $    812,402
============  ===========    ===========   ==========   ============
Cash Generated (Used By):
Operations                                              (82,763)     (72,194)       (43,250)      20,883        431,728
Joint Ventures                                        1,777,010    1,770,742      1,420,126      760,628        424,304
------------  ------------   -----------   ----------   ------------
$  1,694,247  $ 1,698,548    $ 1,376,876   $  781,511   $    856,032
Less Cash Distributions to Investors:
Operating Cash Flow                                   1,688,290    1,636,158      1,376,876      781,511        856,032
Return of Capital                                            --           --          2,709       10,805         22,064
Undistributed Cash Flow from Prior Year
Operations                                                 --           --             --           --          9,643
------------  ------------   -----------   ----------   ------------
Cash Generated (Deficiency) after Cash
Distributions                                        $      5,957  $     62,390   $    (2,709)  $  (10,805)  $    (31,707)

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                               --            --            --           --             --
Increase in Limited Partner Contributions         $         --  $         --   $        --   $       --   $    805,212
------------  ------------   -----------   ----------   ------------
$      5,957  $     62,390   $    (2,709)  $  (10,805)  $    773,505
Use of Funds:
Sales Commissions and Offering Expenses                      --            --            --           --   $    244,207
Return of Original Limited Partner's Investment              --            --            --           --            100
Property Acquisitions and Deferred Project Costs              0       181,070       169,172      736,960     14,971,002
------------  ------------   -----------   ----------   ------------
Cash Generated (Deficiency) after Cash
Distributions and Special Items                    $      5,957  $   (118,680)  $  (171,881)  $ (747,765)  $(14,441,804)
============  ============   ===========   ==========   ============

Net Income and Distributions Data per $1,000
Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)                                      93            85            86           62             57
- Operations Class A Units                                (248)         (224)         (168)         (98)           (20)
- Operations Class B Units                                  --            --            --           --             --
Capital Gain (Loss)
Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                  89            82            78           55             55
- Operations Class B Units                                (144)         (134)         (111)         (58)           (16)
Capital Gain (Loss)                                         --            --            --           --             --
Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                            83            81            70           43             52
- Return of Capital Class A Units                            --            --            --           --             --
- Return of Capital Class B Units                            --            --            --           --             --
Source (on Cash Basis)
- Operations Class A Units                                   83            81            70           42             51
- Return of Capital Class A Units                            --            --            --            1              1
- Operations Class B Units                                   --            --            --           --             --
Source (on a Priority Distribution Basis)/(5)/
- Investment income Class A Units                             67            65            54           29             30
- Return of Capital Class A Units                             16            16            16           14             22
- 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

222

(1)  Includes $403,325 in equity in earnings of joint ventures and $521,921 from
investment of reserve funds in 1995, $457,144 in equity in earnings of
joint ventures and $86,147 from investment of reserve funds in 1996,
$785,398 in equity in earnings of joint ventures and $30,839 from
investment of reserve funds in 1997, $839,037 in equity in earnings of
joint ventures and $7,269 from investment of reserve funds in 1998, and
$981,104 in equity in earnings of joint ventures and $1,526 from investment
of reserve funds in 1999. At December 31, 1999, the leasing status was 97%
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 $25,468 for 1994, $140,533 for 1995, $605,247 for 1996,
$877,869 for 1997, $955,245 for 1998, and $982,052 for 1999.
(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $950,826 to Class A Limited
Partners, $(146,503) to Class B Limited Partners and $(280) to the General
Partners for 1995; $1,062,605 to Class A Limited Partners, $(609,829) to
Class B Limited Partners and $0 to the General Partners for 1996;
$1,615,965 to class A Limited Partners, $(882,816) to Class B Limited
Partners and $0 to the General Partners for 1997; $1,704,213 to Class A
Limited Partners, $(949,879) to Class B Limited Partners and $0 to the
General Partners for 1998; and $1,879,410 to Class A Limited Partners,
$(983,615) to Class B Limited Partners and $0 to the General Partners for
1999.
(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, 1999, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$1,680,730.

223

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND VIII, L.P.

1999          1998          1997         1996          1995
----          ----          ----         ----          ----

Gross Revenues/(1)/                                            $   1,360,497 $   1,362,513 $   1,204,018 $   1,057,694 $    402,428
Profit on Sale of Properties                                              --            --            --            --           --
Less: Operating Expenses/(2)/                                         87,301        87,092        95,201       114,854      122,264
Depreciation and Amortization/(3)/                               6,250         6,250         6,250         6,250        6,250
------------- ------------- ------------- ------------- ------------
Net Income GAAP Basis/(4)/                                     $   1,266,946 $   1,269,171 $   1,102,567 $     936,590      273,914
============= ============= ============= ============= ============
Taxable Income: Operations                                     $   1,672,844 $   1,683,192 $   1,213,524 $   1,001,974      404,348
============= ============= ============= ============= ============
Cash Generated (Used By):
Operations                                                         (87,298)      (63,946)        7,909       623,268      204,790
Joint Ventures                                                   2,558,623     2,293,504     1,229,282       279,984       20,287
------------- ------------- ------------- ------------- ------------
$   2,471,325 $   2,229,558 $   1,237,191 $     903,252 $    225,077
Less Cash Distributions to Investors:
Operating Cash Flow                                              2,379,215     2,218,400     1,237,191       903,252           --
Return of Capital                                                       --            --       183,315         2,443           --
Undistributed Cash Flow from Prior Year Operations                      --            --            --       225,077           --
------------- ------------- ------------- ------------- ------------
Cash Generated (Deficiency) after Cash Distributions           $      92,110 $      11,158 $    (183,315)$    (227,520)$    225,077

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                                          --            --            --            --           --
Increase in Limited Partner Contributions/(5)/                         --            --            --     1,898,147   30,144,542
------------- ------------- ------------- ------------- ------------
$      92,110 $      11,158 $    (183,315)$   1,670,627 $ 30,369,619
Use of Funds:
Sales Commissions and Offering Expenses                                 --            --            --       464,760    4,310,028
Return of Limited Partner's Investment                                  --            --         8,600            --           --
Property Acquisitions and Deferred Project Costs                         0     1,850,859    10,675,811     7,931,566    6,618,273
------------- ------------- ------------- ------------- ------------
Cash Generated (Deficiency) after Cash
Distributions and Special Items                                $      92,110 $  (1,839,701)$ (10,867,726)$  (6,725,699)$ 19,441,318
============= ============= ============= ============= ============

Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                            91            91            73            46           28
- Operations Class B Units                                          (247)         (212)         (150)          (47)          (3)
Capital Gain (Loss)                                                    --            --            --            --           --

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                            88            89            65            46           17
- Operations Class B Units                                           154          (131)          (95)          (33)          (3)
Capital Gain (Loss)                                                    --            --            --            --           --

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                                       87            83            54            43           --
- Return of Capital Class A Units                                       --            --            --            --           --
- Return of Capital Class B Units                                       --            --            --            --           --
Source (on Cash Basis)
- Operations Class A Units                                              87            83            47            43           --
- Return of Capital Class A Units                                       --            --             7             0           --
- Operations Class B Units                                              --            --            --            --           --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units                                        70            69            42            33           --
- Return of Capital Class A Units                                        17            16            12            10           --
- 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%

224

(1)  Includes $28,377 in equity in earnings of joint ventures and $374,051 from
investment of reserve funds in 1995, $241,819 in equity in earnings of
joint ventures and $815,875 from investment of reserve funds in 1996,
$1,034,907 in equity in earnings of joint ventures and $169,111 from
investment of reserve funds in 1997, $1,346,367 in equity in earnings of
joint ventures and $16,146 from investment of reserve funds in 1998, and
$1,360,494 in equity in earnings of joint ventures and $3 from investment
of reserve funds in 1999. At December 31, 1999, the leasing status was 98%
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 $14,058 for 1995, $265,259 for 1996, $841,666 for 1997,
$1,157,355 for 1998, and $1,209,171 for 1999.
(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $294,221 to Class A Limited
Partners, $(20,104) to Class B Limited Partners and $(203) to the General
Partners for 1995; $1,207,540 to Class A Limited Partners, $(270,653) to
Class B Limited Partners and $(297) to the General Partners for 1996;
$1,947,536 to Class A Limited Partners, $(844,969) to Class B Limited
Partners and $0 to the General Partners for 1997; $2,431,246 to Class A
Limited Partners, $(1,162,075) to Class B Limited Partners and $0 to the
General Partners for 1998; and $2,481,559 to Class A Limited Partners,
$(1,214,613) to Class B Limited Partners and $0 to the General Partners for
1999.
(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, 1999, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$1,464,810.

225

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND IX, L.P.

1999          1998           1997         1996       1995
----          ----           ----         ----       ----

Gross Revenues/(1)/                                                    $ 1,593,734  $  1,561,456   $  1,199,300  $   406,891    N/A
Profit on Sale of Properties                                                    --            --             --           --
Less: Operating Expenses/(2)/                                               90,903       105,251        101,284      101,885
Depreciation and Amortization/(3)/                                    12,500         6,250          6,250        6,250
-----------  ------------   ------------  -----------
Net Income GAAP Basis/(4)/                                             $ 1,490,331  $  1,449,955   $  1,091,766  $   298,756
===========  ============   ============  ===========
Taxable Income: Operations                                             $ 1,924,542  $  1,906,011   $  1,083,824  $   304,552
===========  ============   ============  ===========
Cash Generated (Used By):
Operations                                                           $   (94,403) $     80,147   $    501,390  $   151,150
Joint Ventures                                                         2,814,870     2,125,489        527,390           --
-----------  ------------   ------------  -----------
$ 2,720,467  $  2,205,636   $  1,028,780  $   151,150
Less Cash Distributions to Investors:
Operating Cash Flow                                                    2,720,467     2,188,189      1,028,780      149,425
Return of Capital                                                         15,528            --         41,834           --
Undistributed Cash Flow From Prior Year Operations                        17,447            --          1,725           --
-----------  ------------   ------------  -----------
Cash Generated (Deficiency) after Cash Distributions                   $   (32,975) $     17,447   $    (43,559) $     1,725

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                                                --            --             --           --
Increase in Limited Partner Contributions                                    --            --             --   35,000,000
-----------  ------------   ------------  -----------
$   (32,975) $     17,447   $    (43,559) $35,001,725

Use of Funds:
Sales Commissions and Offering Expenses                                       --       323,039      4,900,321
Return of Original Limited Partner's Investment                               --            --            100           --
Property Acquisitions and Deferred Project Costs                         190,853     9,455,554     13,427,158    6,544,019
-----------  ------------   ------------  -----------
Cash Generated (Deficiency) after Cash Distributions and
Special Items                                                        $  (223,828) $ (9,438,107)  $(13,793,856) $23,557,385
===========  ============   ============  ===========

Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)                                                       89            88             53           28
- Operations Class A Units                                                (272)         (218)           (77)         (11)
- Operations Class B Units                                                  --            --             --           --
Capital Gain (Loss)

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                                  86            85             46           26
- Operations Class B Units                                                (164)         (123)           (47)         (48)
Capital Gain (Loss)                                                          --            --             --           --

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                                             88            73             36           13
- Return of Capital Class A Units                                              2            --             --           --
- Return of Capital Class B Units                                             --            --             --           --
Source (on Cash Basis)
- Operations Class A Units                                                    89            73             35           13
- Return of Capital Class A Units                                              1            --              1           --
- Operations Class B Units                                                    --            --             --           --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units                                              77            61             29           10
- Return of Capital Class A Units                                              13            12              7            3
- 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%

226

(1)  Includes $23,077 in equity in earnings of joint ventures and $383,884 from
investment of reserve funds in 1996, and $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, and $1,593,734 in equity in earnings
of joint ventures and $0 from investment of reserve funds in 1999. At
December 31, 1999, 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 $25,286 for 1996, $469,126 for 1997, $1,143,407 for 1998,
and $1,210,939 for 1999.
(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $330,270 to Class A Limited
Partners, $(31,220) to Class B Limited Partners and $(294) to the General
Partners for 1996; $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; and $2,713,636 to Class A
Limited Partners, $(1,223,305) to Class B Limited Partners and $0 to the
General Partners for 1999.
(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, 1999, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$993,010.

227

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND X, L.P.

1999         1998         1997        1996    1995
----         ----         ----        ----    ----

Gross Revenues/(1)/                                                   $ 1,309,281  $  1,204,597   $   372,507     N/A     N/A
Profit on Sale of Properties                                                   --            --            --
Less: Operating Expenses/(2)/                                              98,213        99,034        88,232
Depreciation and Amortization/(3)/                                   18,750        55,234         6,250
-----------  ------------   -----------
Net Income GAAP Basis/(4)/                                            $ 1,192,318  $  1,050,329   $   278,025
===========  ============   ===========
Taxable Income: Operations                                            $ 1,449,771  $  1,277,016   $   382,543
===========  ============   ===========
Cash Generated (Used By):
Operations                                                             (99,862)       300,019       200,668
Joint Ventures                                                        2,175,915       886,846            --
-----------  ------------   -----------
$ 2,076,053  $  1,186,865   $   200,668
Less Cash Distributions to Investors:
Operating Cash Flow                                                   2,067,801     1,186,865            --
Return of Capital                                                            --        19,510            --
Undistributed Cash Flow From Prior Year Operations                           --       200,668            --
-----------  ------------   -----------
Cash Generated (Deficiency) after Cash Distributions                  $     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
-----------  ------------   -----------
$     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    17,613,067     5,188,485
-----------  ------------   -----------
Cash Generated (Deficiency) after Cash Distributions and
Special Items                                                       $     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)                                                      97            85            28
- Operations Class A Units                                               (160)         (123)           (9)
- Operations Class B Units                                                 --            --            --
Capital Gain (Loss)

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                                 92            78            35
- Operations Class B Units                                               (100)          (64)            0
Capital Gain (Loss)                                                         --            --            --

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                                            95            66            --
- Return of Capital Class A Units                                            --            --            --
- Return of Capital Class B Units                                            --            --            --
Source (on Cash Basis)
- Operations Class A Units                                                   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                                             71            48            --
- Return of Capital Class A Units                                             24            18            --
- 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%

228

(1)  Includes $(10,035) in equity in earnings of joint ventures and $382,542
from investment of reserve funds in 1997, and $869,555 in equity in
earnings of joint ventures and $215,042 from investment of reserve funds in
1998, and $1,309,281 in equity in earnings of joint ventures and $0 from
investment of reserve funds in 1999. At December 31, 1999, 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, and $891,911 for 1999.
(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; and
$2,084,229 to Class A Limited Partners, $(891,911) to Class B Limited
Partners and $0 to the General Partners for 1999.
(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, 1999, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$909,527.

229

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND XI, L.P.

1999            1998        1997    1996    1995
----            ----        ----    ----    ----

Gross Revenues/(1)/                                                         766,586         262,729     N/A     N/A     N/A
Profit on Sale of Properties                                                     --              --
Less:  Operating Expenses/(2)/                                              111,058         113,184
Depreciation and Amortization/(3)/                                    25,000           6,250
-----------     -----------
Net Income GAAP Basis/(4)/                                              $   630,528     $   143,295
===========     ===========
Taxable Income: Operations                                              $   704,108     $   177,692
===========     ===========
Cash Generated (Used By):
Operations                                                                 40,906         (50,858)
Joint Ventures                                                            705,394         102,662
-----------     -----------
$   746,300     $    51,804
Less Cash Distributions to Investors:
Operating Cash Flow                                                       746,300          51,804
Return of Capital                                                          49,761          48,070
Undistributed Cash Flow From Prior Year Operations                             --              --
-----------     -----------
Cash Generated (Deficiency) after Cash Distributions                    $   (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
-----------     -----------
$   (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                                                         $(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                                                   77              20
- Operations Class B Units                                                 (112)            (32)
Capital Gain (Loss)                                                           --              --

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                                   71              18
- Operations Class B Units                                                  (73)            (17)
Capital Gain (Loss)                                                           --              --

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                                              60               8
- Return of Capital Class A Units                                              --              --
- Return of Capital Class B Units                                              --              --
Source (on Cash Basis)
- Operations Class A Units                                                     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                                               46               6
- Return of Capital Class A Units                                               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%

230

(1)  Includes $142,163 in equity in earnings of joint ventures and $120,566 from
investment of reserve funds in 1998, and $607,579 in equity in earnings of
joint ventures and $159,007 from investment of reserve funds in 1999. At
December 31, 1999, 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, and $353,840 for 1999.
(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; and $1,009,368 to Class A Limited Partners, $(378,840)
to Class B Limited Partners and $0 to the General Partners for 1999.
(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, 1999, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$213,006.

231

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
"Company"), 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 the Company dated
December 20, 2000 (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 the Company 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 the Company'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 the Company.

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;

A-2

(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;

(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.]

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 the Company within five days
of the date of subscription.

A-3

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.   Company: 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
INSTRUCTIONS        may result in the 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. or
Wells Real Estate Fund XII, 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 $9.40 per Share purchased upon subscription. For
the next six years following the year of subscription,
or lower if required to satisfy outstanding deferred
commission obligations, you will have a 1% sales
commission ($.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 the Company
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.
--------------------------------------------------------------------------------

A-5

--------------------------------------------------------------------------------
2. ADDITIONAL      Please check if you plan to make one or more additional
INVESTMENTS     investments in the Company. 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 the Company.
If additional investments in the Company are made, the
investor agrees to notify the Company 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
OWNERSHIP       entity or type of individuals subscribing.
--------------------------------------------------------------------------------
4. REGISTRATION    Please enter the exact name in which the Shares are to be
NAME AND        held. For joint tenants with right of survivorship or tenants
ADDRESS         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
AND ADDRESS     is different from 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
SIGNATURES      investor where indicated. 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.
--------------------------------------------------------------------------------

A-6

--------------------------------------------------------------------------------
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 the Company. The investor agrees to
notify the Company 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
reinvested dividends, less any discounts authorized by the
Prospectus.

b. DIVIDEND ADDRESS: If cash dividends are to be sent to an
address Oher 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 the Company.

IF YOU NEED FURTHER ASSISTANCE IN COMPLETING THIS
SUBSCRIPTION AGREEMENT SIGNATURE PAGE,
PLEASE CALL 1-800-448-1010

A-7

-------------------------
SEE PRECEDING PAGE                                     Special Instructions:
FOR INSTRUCTIONS
-------------------------

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SUBSCRIPTION AGREEMENT SIGNATURE PAGE

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 the Company: [_]
[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.]

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 the Uniform
For the Benefit of ______________________           Gift to Minors Act or the Uniform Transfers to Minors Act of the
[_]   Company (15)                                        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
------------               ------------------------------

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

===============================================================================
(REVERSE SIDE MUST BE COMPLETED)

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
the Company to accept this subscription, I hereby represent and warrant to
you as follows:

(a)  I have received the Prospectus.                                        ------------     ------------
Initials         Initials

(b)  I accept and agree to be bound by the terms and conditions
of the Articles of Incorporation.                                      ------------     ------------
Initials         Initials

(c)  I have (i) a net worth (exclusive of home, home furnishings and
automobiles) of $150,000 or more; or (ii) a net worth (as described
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
requirements imposed by my state of primary residence as set forth
in the Prospectus under "Suitability Standards."                       ------------     ------------
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 consummate a sale or transfer of my
Shares, or any interest therein, or receive any consideration
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.               ------------     ------------
Initials         Initials

(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 the Company in connection with my investment in the
Company. 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 4 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              Registered Representative
required                                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 COMPANY  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.

B-1

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").

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.

B-2

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-3

ALPHABETICAL INDEX                              Page
----

Additional Information..............................................   160
Conflicts of Interest...............................................    51
Description of Properties...........................................    65
Description of Shares...............................................   142
ERISA Considerations................................................   139
Estimated Use of Proceeds...........................................    26
Experts.............................................................   159
Federal Income Tax Considerations...................................   123
Financial Statements................................................   161
Glossary............................................................   160
Investment Objectives and Criteria..................................    56
Legal Opinions......................................................   159
Management..........................................................    28
Management Compensation.............................................    46
Management's Discussion and Analysis of Financial Condition
And Results of Operations.........................................    97
Plan of Distribution................................................   153
Prior Performance Summary...........................................   114
Prior Performance Tables............................................   215
Summary.............................................................     9
Questions and Answers About This Offering...........................     1
Risk Factors........................................................    16
Suitability Standards...............................................    25
Supplemental Sales Material.........................................   158
The Operating Partnership Agreement.................................   150

Until March 20, 2001 (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 125,000,000 Shares
of Common Stock
Offered to the Public

________________

PROSPECTUS

________________

WELLS INVESTMENT
SECURITIES, INC.

December 20, 2000

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SUPPLEMENT NO. 1 DATED FEBRUARY 5, 2001 TO THE PROSPECTUS
DATED DECEMBER 20, 2000

This document supplements, and should be read in conjunction with, the
prospectus of Wells Real Estate Investment Trust, Inc. dated December 20, 2000.
When we refer to the "prospectus" in this supplement, we are also referring to
any and all supplements to the prospectus.  Unless otherwise defined in this
supplement, capitalized terms used in this supplement shall have the same
meanings as set forth in the prospectus.

The purpose of this supplement is to describe the following:

(1)  The status of the offering of shares in Wells Real Estate Investment
Trust, Inc. (Wells REIT);

(2)  The acquisition by Wells Operating Partnership, L.P. (Wells OP) of a
six-story office building in Houston, Texas leased to Stone & Webster,
Inc. and SYSCO Corporation (Stone & Webster Building);

(3)  The acquisition by Wells OP of an eight-story office building in
Minnetonka, Minnesota leased to Metris Direct, Inc. (Metris Minnetonka
Building);

(4)  The acquisition by the Fund XII-REIT Joint Venture Partnership of 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. (AT&T Call Center Buildings);

(5)  Revisions to the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section of the prospectus;

(6)  Statements of revenue over operating expenses for the Stone & Webster
Building and the AT&T Call Center Buildings; and

(7)  Unaudited Pro Forma Financial Statements for the Wells REIT.

Status of the Offering

We commenced our initial public offering of common stock on January 30,
1998. Our initial public offering was terminated on December 19, 1999. We
received approximately $132,181,919 in gross offering proceeds from the sale of
13,218,192 shares in our initial public offering. We commenced a second offering
of common stock on December 20, 1999. Our second public offering was terminated
on December 19, 2000. We received approximately $175,229,193 in gross offering
proceeds from the sale of 17,522,919 shares in our second public offering.

Pursuant to the prospectus, we commenced our third offering of common stock
on December 20, 2000. As of January 31, 2001, we had received an additional
$25,133,848 in gross offering proceeds from the sale of 2,513,385 shares in the
third offering. Accordingly, as of January 31, 2001, we had received in the
aggregate approximately $332,544,960 in gross offering proceeds from the sale of
33,254,496 shares of our common stock.

1

Stone & Webster Building

Purchase of the Stone & Webster Building.  On December 21, 2000, Wells OP, the
----------------------------------------
operating partnership for the Wells REIT, purchased a six-story office building
with approximately 312,564 rentable square feet located at 1430 Enclave Parkway,
Houston, Harris County, Texas.  Wells OP purchased this building from Cardinal
Paragon, Inc. (Cardinal) pursuant to that certain Agreement of Purchase and Sale
of Property between Cardinal and Wells OP.  Cardinal purchased the Stone &
Webster Building in a sale-leaseback transaction from Enclave Parkway Realty,
Inc., an affiliate of Stone & Webster, Inc. (Stone & Webster), on December 21,
2000.  Cardinal is not in any way affiliated with the Wells REIT or our Advisor,
Wells Capital, Inc.

The purchase price for the Stone & Webster Building was $44,970,000.  Wells
OP also incurred additional acquisition expenses in connection with the purchase
of the Stone & Webster Building, including attorneys' fees, recording fees,
structural report and environmental report fees, and other closing costs, of
approximately $45,000.  In order to finance part of the acquisition of the Stone
& Webster Building, Wells OP obtained an acquisition loan of $35,900,000 from
Guaranty Federal Bank, F.S.B. (Guaranty Federal Loan) and $3,000,000 in seller
financing from Cardinal (Seller Financing).

An independent appraisal of the Stone & Webster Building was prepared by
Abbot & Associates, Inc., real estate appraisers, as of November 20, 2000,
pursuant to which the market value of the 9.96 acre parcel of land containing
the leased fee interest subject to the leases described below was estimated to
be $46,500,000 and the additional 4.34 acre parcel of land (described below) was
estimated to be $1,890,000, in cash or terms equivalent to cash.  This value
estimate was based upon a number of assumptions, including that the Stone &
Webster Building will continue operating at a stabilized level with the tenants
described below occupying 100% of the rentable area, and is not necessarily an
accurate reflection of the fair market value of the property or the net proceeds
which would result from an immediate sale of this property.  Wells OP also
obtained an environmental report and an engineering inspection report prior to
the closing evidencing that the condition of the land and the Stone & Webster
Building were satisfactory.

Description of the Loans.  The Guaranty Federal Loan in the amount of
------------------------
$35,900,000 requires monthly payments of interest only and matures on December
20, 2001.  In the event that the principal balance of the loan is not repaid in
full by March 31, 2001, Wells OP is required to make a principal payment of
$6,000,000 on such date.  The interest rate on the Guaranty Federal Loan is a
variable rate equal to the London InterBank Offered Rate (LIBOR) for a 30-day
period plus 250 basis points if the principal balance of the loan is in excess
of $25,900,000; 200 basis points if the principal balance of the loan is between
$24,195,001 and $25,900,000; and 180 basis points if the principal balance of
the loan is less or equal to $24,195,000.  As of January 31, 2001, the principal
balance of the Guaranty Federal Loan was $24,100,000.  Wells OP has secured
separate interest rates for two portions of the Guaranty Federal Loan, each
having an interest rate of LIBOR plus 180 basis points on the date the rate for
such portion was secured.  As of January 31, 2001, the interest rate on the
Guaranty Federal Loan was 7.61% per annum on the first $21,900,000 of the
principal loan balance and 7.66% per annum on the remaining $2,200,000 of the
principal balance.  The Guaranty Federal Loan is secured by a first priority
mortgage against the Stone & Webster Building.

The Seller Financing consists of a $3,000,000 loan to Wells OP from
Cardinal.  The Seller Financing requires the payment of the full principal
balance plus accrued interest on the earlier of: (i) December 20, 2001, or (ii)
the date that the Guaranty Federal Loan is repaid in full. The interest rate on
the Seller Financing is 6% per annum. The Seller Financing is secured by a
second priority mortgage against the Stone & Webster Building.

2

Description of the Stone & Webster Building and Site.  The Stone & Webster
----------------------------------------------------
Building, which was completed in 1994, is a six-story office building containing
approximately 312,564 rentable square feet located on a 9.96 acre tract of land.
In addition, this site includes 4.34 acres of unencumbered land available for
expansion.  The first four floors of the Stone & Webster Building are occupied
by Stone & Webster, and the fifth and sixth floors are occupied by SYSCO
Corporation (SYSCO).

Location of the Stone & Webster Building.  The Stone & Webster Building is
----------------------------------------
located in a growing area with nearby access to the Houston freeway system,
employment centers and shopping centers.  The site is within two miles of
Interstate 10 near the intersection of Briar Forest Drive and Dairy Ashford
Road.  There is a planned development to the southeast of the site known as
Westchase which comprises 1,347 acres of land developed for a variety of uses
such as high-rise office buildings, office/warehouse buildings, apartment
complexes, condominium projects, retail shopping centers and hotels.

The Stone & Webster Lease.  Stone & Webster occupies 206,048 rentable square
-------------------------
feet (floors 1 through 4) of the Stone & Webster Building under an Office
Building Lease between Wells OP and Stone & Webster entered into at closing.
The current term of the Stone & Webster lease is ten years, which commenced on
December 21, 2000, and expires on December 20, 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 (i) the last year's rent, or
(ii) the then-current fair market rental value.  In the event that the parties
cannot agree upon the fair market rental value, such value shall be determined
in accordance with the appraisal procedure contained in the Stone & Webster
lease.

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.  Shaw Group has approximately 13,000
employees with offices in the United States, Australia, Canada, the United
Kingdom, Venezuela and Bahrain.  Shaw Group reported net income of approximately
$18.1 million on revenues of approximately $494 million for the fiscal year
1999, and reported a net worth, as of December 31, 1999, of over $174 million.

The annual base rent payable under the Stone & Webster lease is $4,533,056
($22 per square foot) payable in monthly installments of $377,754.67 for the
first five years of the lease term and $5,213,014 ($25.30 per square foot)
payable in monthly installments of $434,417.83 for the remainder of the lease
term.

Pursuant to the Stone & Webster lease, Stone & Webster is required to pay
its proportionate share of taxes relating to the Stone & Webster Building and
all operating costs incurred by the landlord in maintaining and operating the
Stone & Webster Building, including garbage and waste disposal, janitorial
service and window cleaning, security, insurance, water and sewer charges,
wages, salaries and employee benefits of all employees engaged in the operation,
maintenance and management of the building, indoor and outdoor landscaping,
utilities and repairs, replacements and general maintenance.  Wells OP, as the
landlord, will be responsible for maintaining the common areas of the building,
the roof, foundation, exterior walls and windows, load bearing items and the
central heating, ventilation and air conditioning, electrical, mechanical and
plumbing systems of the building.

3

The SYSCO Lease.  SYSCO currently occupies 106,516 rentable square feet (floors
---------------
5 and 6) of the Stone & Webster Building under a Lease Agreement.  The
landlord's interest in the SYSCO lease was assigned to Wells OP at the closing.
The initial term of the SYSCO lease is ten years, which commenced on October 1,
1998, and expires on September 30, 2008.

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 distributes a wide variety of fresh
and frozen meats, seafood, poultry, fruits and vegetables, plus bakery products,
canned and dry foods, paper and disposable products, sanitation items, dairy
foods, beverages, kitchen and tabletop equipment, as well as medical and
surgical supplies. SYSCO reported net income of approximately $362 million on
revenues of approximately $17 billion for the fiscal year ending July 2000, and
reported a net worth, as of June 30, 2000, of over $1.4 billion.

The annual base rent payable under the SYSCO lease is $2,130,320 ($20 per
square foot) payable in monthly installments of $177,526.67 for the first five
years of the lease term and $2,236,836 ($21 per square foot) payable in monthly
installments of $186,403 for the remainder of the lease term.

Pursuant to the SYSCO lease, SYSCO is required to pay its proportionate
share of taxes and operating costs incurred by the landlord in maintaining and
operating the Stone & Webster Building, including supplies and materials,
utilities, insurance and repairs, replacements, general maintenance and wages
and salaries (including management fees not to exceed 3% of gross revenues
attributable to the building) of all employees engaged in maintaining and
operating the Stone & Webster Building.  Wells OP, as the landlord, will be
responsible for maintaining the common areas of the building, the roof,
foundation, exterior walls and windows, load bearing items and the central
heating, ventilation and air conditioning, electrical, mechanical and plumbing
systems of the building.

Metris Minnetonka Building

Purchase of the Metris Minnetonka Building. On December 21, 2000, Wells OP
------------------------------------------
purchased a nine-story office building with approximately 300,633 rentable
square feet located at 10900 Wayzata Boulevard, Minnetonka, Minnesota. Wells OP
purchased the Metris Minnetonka Building from Opus Northwest, L.L.C. (Opus),
pursuant to that certain Purchase Agreement dated October 31, 2000 (Metris
Agreement) between Opus and the Advisor. Opus is not in any way affiliated with
the Wells REIT or the Advisor.

The rights under the Metris Agreement were assigned by the Advisor, the
original purchaser under the Metris Agreement, to Wells OP at closing.  The
purchase price for the Metris Minnetonka Building was $52,800,000.  Wells OP
also incurred additional acquisition expenses in connection with the purchase of
the Metris Minnetonka Building, including attorneys' fees, recording fees, loan
fees, and other closing costs, of approximately $100,000.  In order to finance
the acquisition of the Metris Minnetonka Building, Wells OP obtained $52,800,000
in loan proceeds by drawing down on an existing line of credit with SouthTrust
Bank, N.A.

An independent appraisal of the Metris Minnetonka Building was prepared by
CB Richard Ellis, Inc., real estate appraisers, as of October 26, 2000, pursuant
to which the market value of the land and the leased fee interest subject to the
lease described below was estimated to be $52,800,000, in cash or terms
equivalent to cash.  This value estimate was based upon a number of assumptions,
including that the Metris Minnetonka Building will continue operating at a
stabilized level with Metris Direct, Inc. (Metris) occupying 100% of the
rentable area, and is not necessarily an accurate reflection of the fair market
value of the property or the net proceeds which would result from an immediate
sale of this property.  Wells OP also obtained an environmental report and an
engineering inspection report prior to the closing evidencing

4

that the condition of the land and the Metris Minnetonka Building were
satisfactory.

Description of the Metris Minnetonka Building and Site.  As set forth above, the
------------------------------------------------------
Metris Minnetonka Building is a nine-story office building containing
approximately 300,633 rentable square feet.  The Metris Minnetonka Building was
completed in August 2000.  The Metris Minnetonka Building is leased to Metris as
its corporate headquarters.  The Metris Minnetonka Building is Phase II of a two
phase office complex known as Crescent Ridge Corporate Center.  Phase I of
Crescent Ridge Corporate Center is an eight-story multi-tenant building which is
connected to the Metris Minnetonka 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 Minnetonka Building is constructed of steel frames with
reinforced concrete masonry floors and roofs.  The exterior is earth tone cast
stone and reflective glass with marble medallion accents.  The building features
state of the art technology capabilities, including fiber optic cabling,
individual heating and cooling controls for every 1,200 square feet of tenant
space, a combination of fluorescent and parabolic lighting, a wet sprinkler
system, and four computer-controlled traction passenger elevators with 2,500
pound maximum capacity.  Each floor contains approximately 34,000 square feet.
The office areas and hallways are carpeted, the flooring in the restrooms is
ceramic tile and the flooring in the lobby is natural stone.  Drop acoustical
ceilings are installed in the office areas at the nine foot level.  Other
amenities at the Metris Minnetonka Building include a conference center, a full
service cafeteria, two-story vaulted lobbies, a fitness area and locker
facilities and a card access system.  The Metris Minnetonka Building is located
on an irregularly shaped 13.58 acre site which overlooks a large adjoining
wetland area.

Location of the Metris Minnetonka Building. The Metris Minnetonka Building is
-------------------------------------------
located in Minnetonka, Minnesota, which is a western suburb of Minneapolis. The
site is located within the Interstate 394 corridor at the northeast corner of
Interstate 394 and County Road 73 (Hopkins Crossroads). The Interstate 394
corridor contains approximately 6,500,000 square feet in office space and is an
attractive location for, among other reasons, its proximity to Minneapolis/St.
Paul, its proximity to executive housing around Lake Minnetonka and the
Minneapolis lakes area and its proximity and accessibility to labor markets.
Among other corporate headquarter locations located within the Interstate 394
corridor are Cargill, Carlson Companies, General Mills, Life USA and Travelers
Express. There are significant limitations on new developments within the
Interstate 394 corridor which is anticipated to result in a supply constrained
situation and projected low vacancy rates.

Description of Metris Lease.    Metris occupies all 300,633 rentable square feet
---------------------------
of the Metris Minnetonka Building pursuant to that certain Multitenant Office
Lease Agreement dated March 29, 1999.  The Metris lease commenced on September
1, 2000 and has an expiration date of December 31, 2011.  Metris has the right
to renew the Metris lease for an additional five-year term with not less than 18
months notice prior to the expiration of the initial term at fair market rent,
but in no event less than the basic rent payable in the immediate preceding
period.  In the event that the parties cannot agree upon the fair market rent
for the renewal term, the fair market rent will be determined in accordance with
the appraisal provisions of the Metris lease.

Metris is a principal subsidiary of Metris Companies, Inc. (Metris
Companies), a publicly traded company 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 customers and prospects
include individuals for whom credit bureau information is available and existing
customers of a former affiliate, Fingerhut Corporation.  Metris Companies
markets its fee

5

based services, including debt waiver programs (credit insurance for death or
disability), membership clubs, extended service plans and third party insurance,
to its credit card customers. For calendar year 1999, Metris Companies had net
income of approximately $115 million on revenues of approximately $1.369
billion, and reported a net worth, as of December 31, 1999, of approximately
$623 million. Metris Companies employs approximately 3,400 people. Metris
Companies carries a B+ rating by S & P for its senior debt, with a stable
outlook.

Rental income for the initial 136-month term is summarized as follows:

Dates              Annual Net Rent         PSF
----------------------------------------------------------
Sept. '00 - Dec. '06         $4,960,445           $16.50
----------------------------------------------------------
Jan. '07 - Dec. '09          $5,576,742           $18.55
----------------------------------------------------------
Jan. '10 - Dec. '10          $6,178,008           $20.55
----------------------------------------------------------
Jan. '11 - Dec. '11          $6,478.641           $21.55
----------------------------------------------------------

While Metris was granted certain rental concessions under the Metris lease,
Opus, the seller, has agreed to cover the free rent, so as to yield the above
net effective rates to Wells OP.  In addition, Metris is required to pay annual
parking and storage fees of $132,384 through December 2006 and $164,052 payable
on a monthly basis for the remainder of the lease term.

Pursuant to the Metris lease, Metris is required to pay 100% of operating
costs incurred by the landlord in maintaining and operating the Metris
Minnetonka Building, including all property taxes, insurance premiums,
maintenance and repair costs, steam, electricity, water, sewer, gas and other
utility charges, fuel, lighting, window washing, janitorial services and
reasonable management fees (not to exceed 1.75% of gross revenues from the
Metris Minnetonka Building). Wells OP, as the landlord, will be responsible for
repair and maintenance of the foundations, exterior walls and roof of the Metris
Minnetonka Building and the electrical, mechanical, plumbing, heating and air
conditioning systems.

The Metris lease also contains a construction warranty pursuant to which
the landlord has warranted to Metris that the tenant improvements and related
materials, equipment and installation shall be free from defects in workmanship
and shall conform to the plans and specifications.  The landlord is obligated to
repair, correct or replace, as necessary, any defective item occasioned by a
breach of such warranty if notified by Metris within one year from the
commencement date of the Metris lease.  Pursuant to the Metris Agreement,
however, Opus has assumed the obligation for any such repairs so long as Wells
OP notifies Opus of any claims by Metris under the construction warranty no
later than January 20, 2002.

AT&T Call Center Buildings

Purchase of the AT&T Call Center Buildings.  On December 28, 2000, the Wells
------------------------------------------
Fund XII - REIT Joint Venture Partnership (Fund XII-REIT Joint Venture), a joint
venture between Wells OP and Wells Real Estate Fund XII, L.P. (Wells Fund XII),
acquired a one-story office building and a two-story office building containing
an aggregate of approximately 128,500 rentable square feet located at 3201 Quail
Springs Parkway, Oklahoma City, Oklahoma.  The Fund XII-REIT Joint Venture
purchased the AT&T Call Center Buildings from OKC Real Estate Investments, Inc.
(OKC) pursuant to that certain Agreement for the Purchase and Sale of Property
between OKC, as seller, and the Advisor, as purchaser.  OKC is not in any way
affiliated with the Registrant or the Advisor.

The Advisor, the original purchaser under the agreement, assigned its
rights under the agreement to the Fund XII-REIT Joint Venture at closing.  The
Fund XII-REIT Joint Venture paid a purchase price of $15,300,000 for the AT&T
Call Center Buildings and incurred additional acquisition expenses in

6

connection with the purchase of the AT&T Call Center Buildings, including
attorneys' fees, recording fees and other closing costs, of approximately
$27,554.

Wells OP made a capital contribution of $6,736,554 and Wells Fund XII made
a capital contribution of $8,591,000 to the Fund XII-REIT Joint Venture to fund
their respective shares of the acquisition costs for the AT&T Call Center
Buildings.

Description of the AT&T Call Center Buildings and the Site.  As set forth above,
----------------------------------------------------------
the AT&T Call Center Buildings consist of a one-story office building and a two-
story office building containing approximately 50,000 and 78,500 rentable square
feet, respectively, on a 11.34 acre tract of land.  Construction on the
buildings was completed in April 1998 and December 2000, respectively.  The two
adjacent buildings are connected by a mutual hallway.  Both buildings are
constructed using a steel frame with steel beams on a concrete slab with
concrete footings.  The exterior walls are made of tilt-up concrete panels with
punched openings around the perimeter.  The windows consist of tempered glass in
aluminum frames.  The interior walls consist of gypsum board covered with semi-
gloss enamel paint.  In addition, the two-story office building contains a fully
equipped cafeteria and an elevator.  There are approximately 775 paved surface
parking spaces at the site.

The AT&T Call Center Buildings are located in the Quail Springs Office Park
North in Oklahoma City, Oklahoma.  Quail Springs Office Park North is located in
the northwest sector of Oklahoma City, approximately eight to 11 miles northwest
of the central business district.  Oklahoma City is known for its competitive
real estate prices, available space for business, supportive governmental
services, good labor quality and diversified economic base. The city's largest
employers include the State of Oklahoma, Avaya, Inc., Southwestern Bell
Telephone and General Motors Corporation.

An independent appraisal of the AT&T Call Center Buildings was prepared by
Isaacs & Associates, real estate appraisers and consultants, as of July 14,
2000, pursuant to which the market value of the land and the leased fee interest
subject to the AT&T lease and the Jordan lease (described below) was estimated
to be $15,400,000, in cash or terms equivalent to cash.  This value estimate was
based upon a number of assumptions, including that the AT&T Call Center
Buildings will continue operating at a stabilized level with tenants occupying
100% of the rentable area, and is not necessarily an accurate reflection of the
fair market value of the property or the net proceeds which would result from an
immediate sale of this property.  The Fund XII-REIT Joint Venture also obtained
an environmental report and an engineering inspection report prior to the
closing evidencing that the condition of the land and the AT&T Call Center
Buildings were satisfactory.

The AT&T Lease.  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 are
currently under a net lease agreement with AT&T Corp. (AT&T).  The landlord's
interest in the AT&T lease was assigned to the Fund XII-REIT Joint Venture at
the closing.  The AT&T lease commenced on April 1, 2000, and the initial term
expires on November 30, 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 upon delivering written notice within 240 days prior to lease expiration.

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. During fiscal year 1999, AT&T had net income of approximately
$3.43 billion on revenues of over $62.39 billion.

7

The base rent payable for the initial lease term of the AT&T lease is as
follows:

-----------------------------------------------------------------------
Lease Months            Annual Rent        Rentable Square Feet/Year
-----------------------------------------------------------------------

Months 1 to 8*          $  300,000         $12.00
-----------------------------------------------------------------------
Months 9 to 35          $1,242,000         $12.00
-----------------------------------------------------------------------
Months 36 to 65         $1,293,750         $12.50
-----------------------------------------------------------------------
Months 66 to 95         $1,345,500         $13.00
-----------------------------------------------------------------------
Months 96 to 125        $1,397,250         $13.50
-----------------------------------------------------------------------

___________________
*For occupancy of 25,000 square feet of the one-story office building only.

Under the AT&T lease, AT&T is required to pay, as additional monthly rent,
its gas, water and electricity costs and all operating expenses, including but
not limited to, garbage and waste disposal, telephone, sprinkler service,
janitorial service, security, insurance premiums, all taxes, assessments and
other governmental levies and such other operating expenses with respect to its
portion of the AT&T Call Center Buildings.  In addition, AT&T is responsible for
all routine maintenance and repairs to its portion of the AT&T Call Center
Buildings.  The Fund XII-REIT Joint Venture, as landlord, will be responsible
for the repair and replacement of the roof, foundation, load bearing items,
exterior surface walls, plumbing, pipes, conduits and electrical, mechanical and
plumbing systems of the AT&T Call Center Buildings.  AT&T must obtain written
consent from the Fund XII-REIT Joint Venture before making any alterations to
the premises in excess of $10,000.

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), as described below, if Jordan vacates the premises.

The Jordan Lease.  Jordan currently occupies the remaining 25,000 rentable
----------------
square feet contained in the one-story office building under a net lease
agreement.  The landlord's interest in the Jordan lease was also assigned to the
Fund XII-REIT Joint Venture at the closing.  The Jordan lease commenced on April
1, 1998, and the initial term expires on March 31, 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 upon delivering written notice within 240
days prior to expiration of the initial lease term.

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.  Jordan employs
approximately 100 employees and has been in business for over 35 years.

The base rent payable for the initial lease term of the Jordan lease is as
follows:

-------------------------------------------------------------------------
Lease Months            Annual Rent         Rentable Square Feet/Year
-------------------------------------------------------------------------

Months 1 to 60          $294,500             $11.78
-------------------------------------------------------------------------
Months 61 to 120        $332,000             $13.28
-------------------------------------------------------------------------

Under the Jordan lease, Jordan is required to pay as additional monthly
rent its gas, water and electricity costs and all operating expenses, including,
but not limited to, garbage and waste disposal, telephone, sprinkler service,
janitorial service, security, insurance premiums, all taxes, assessments and

8

other governmental levies and such other operating expenses with respect to its
portion of the one-story building.  In addition, Jordan is responsible for all
routine maintenance and repairs to its portion of the one-story building.  The
Fund XII-REIT Joint Venture, as landlord, will be responsible for the repair and
replacement of the roof, foundation, load bearing items, exterior surface walls,
plumbing, pipes, conduits and electrical, mechanical and plumbing systems of the
AT&T Call Center Buildings.

Property Fees

Wells Management Company, Inc. (Wells Management), an affiliate of the
Advisor to Wells REIT, has been retained to manage and lease both the Stone &
Webster Building and the Metris Minnetonka Building.  The Wells REIT shall pay
management and leasing fees to Wells Management in the amount of 4.5% of gross
revenues from the Stone & Webster Building and the Metris Minnetonka Building,
subject to certain limitations.

Wells Management has also been retained to manage and lease the AT&T Call
Center Buildings.  The Fund XII-REIT Joint Venture will pay management and
leasing fees to Wells Management in the amount of 4.5% of gross revenues from
the AT&T Call Center Buildings, subject to certain limitations.

Management's Discussion and Analysis of Financial Condition and Results of
Operation

The information contained on page 98 in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" section of the prospectus is revised as of the date of this
supplement by the deletion of the first two paragraphs of that section and the
insertion of the following paragraphs in lieu thereof:

We began active operations on June 5, 1998, when we received and
accepted subscriptions for 125,000 shares pursuant to our initial public
offering, which commenced on January 30, 1998.  We terminated our initial
public offering on December 19, 1999.  Of the $132,181,919 raised in the
initial offering, we invested a total of $111,032,812 in properties.  On
December 20, 1999, we commenced a follow-on public offering of up to
22,200,000 shares of common stock at $10 per share.  We terminated our
follow-on public offering on December 19, 2000.  Of the $175,229,193 raised
in the follow-on offering, we invested a total of $147,192,522 in
properties.

Pursuant to the prospectus, we commenced this third offering of shares
of our common stock on December 20, 2000.  As of January 31, 2001, we had
received an additional $25,133,848 in gross offering proceeds from the sale
of 2,513,385 shares in the third offering.  As of January 31, 2001, we had
raised in the aggregate a total of $332,544,960 in offering proceeds
through the sale of 33,254,496 shares of common stock.  As of January 31,
2001, we had paid a total of $11,586,654 in acquisition and advisory fees
and acquisition expenses, had paid a total of $41,380,909 in selling
commissions and organizational and offering expenses, had made capital
contributions of $272,237,045 to Wells OP for investments in joint ventures
and acquisitions of real property, had utilized $1,497,691 for the
redemption of stock pursuant to our share redemption program, and were
holding net offering proceeds of $5,842,661 available for investment in
additional properties.
9

Financial Statements

The statements of revenues over certain operating expenses of the Stone &
Webster Building and the AT&T Call Center Buildings for the year ended December
31, 1999, included in this supplement and elsewhere in the registration
statement, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included in this supplement in reliance upon the authority of said firm as
experts in giving said reports.

The statements of revenues over certain operating expenses of the Stone &
Webster Building and the AT&T Call Center Buildings for the nine months ended
September 30, 2000, included in this supplement and elsewhere in the
registration statement have not been audited.

The Pro Forma Statements of Income and Pro Forma Balance Sheet of the Wells
REIT as of December 31, 1999 and September 30, 2000, which are included in this
supplement, have not been audited.

10

INDEX TO FINANCIAL STATEMENTS

Page
----

Stone & Webster Building

Financial Statements
--------------------

Report of Independent Public Accountants                         12

Statements of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999 (audited) and for the
nine months ended September 30, 2000 (unaudited)                 13

Notes to Statements of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999 (audited) and
for the nine months ended September 30, 2000 (unaudited)         14

AT&T Call Center Buildings

Financial Statements
--------------------

Report of Independent Public Accountants                         16

Statements of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999 (audited) and for the
nine months ended September 30, 2000 (unaudited)                 17

Notes to Statements of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999 (audited) and
for the nine months ended September 30, 2000 (unaudited)         18

Wells Real Estate Investment Trust, Inc.

Unaudited Pro Forma Financial Statements
----------------------------------------

Summary of Unaudited Pro Forma Financial Statements              20

Pro Forma Balance Sheet as of September 30, 2000                 21

Pro Forma Statements of Income for the year ended
December 31, 1999 and for the nine months ended
September 30, 2000                                               23

11

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the STONE & WEBSTER BUILDING for the year ended December 31, 1999.
This financial statement is the responsibility of management.  Our
responsibility is to express an opinion on this financial statement based on our
audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States.  These standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statement is
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.  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 audit provides a reasonable basis
for our opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the Stone &
Webster Building after acquisition by the Wells Operating Partnership, L.P. (on
behalf of Wells Real Estate Investment Trust, Inc.). The accompanying statement
of revenues over certain operating expenses was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and is not intended to be a complete presentation of the Stone &
Webster Building's revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the Stone & Webster Building for the year ended December 31, 1999,
in conformity with accounting principles generally accepted in the United
States.

/s/ Arthur Andersen LLP

Atlanta, Georgia
January 19, 2001

12

STONE & WEBSTER BUILDING

STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000

2000              1999
----------        ----------
Unaudited)

RENTAL REVENUES                                         $1,637,685        $2,183,580

OPERATING EXPENSES, net of reimbursements                1,250,097         1,666,796
----------        ----------
REVENUES OVER CERTAIN OPERATING EXPENSES                $  387,588        $  516,784
==========        ==========

The accompanying notes are an integral part of these statements.

13

STONE & WEBSTER BUILDING

NOTES TO STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On December 21, 2000, the Wells Operating Partnership L.P. ("Wells OP"), a
Delaware Limited Partnership formed to acquire, own, lease, operate, and
manage real properties on behalf of the Wells Real Estate Investment Trust,
Inc., acquired the Stone & Webster Building from Cardinal Paragon, Inc.
("Cardinal"). Cardinal is not an affiliate of Wells OP. The total purchase
price of the Stone & Webster Building was $44,970,000. Wells OP incurred
additional acquisition expenses in connection with the purchase of the
Stone & Webster Building, including attorney's fees, recording fees, loan
fees, and other closing costs, of approximately $45,000. The funds used to
purchase the Stone & Webster Building consisted of cash and proceeds from
notes payable to Guarantee Federal Bank, F.S.B. and Cardinal.

Stone & Webster, Inc. ("Stone & Webster") occupies 206,048 of the entire
312,564 rentable square feet of the Stone & Webster Building under an
office building lease between Wells OP and Stone & Webster (the "Stone &
Webster Lease") entered into at closing. The current term of the Stone &
Webster Lease is ten years, which commenced on December 28, 2000 and
expires on December 31, 2010. Stone & Webster has the right to extend the
Stone & Webster Lease for two additional five-year periods for a base rent
equal to the greater of (i) the last year's rent, or (ii) the then-current
"fair market rental value." In the event that the parties cannot agree upon
the fair market rental value, such value shall be determined in accordance
with the appraisal procedure contained in the Stone & Webster Lease. The
Stone & Webster Lease is guaranteed by The Shaw Group, Inc., the parent
company of Stone & Webster. Pursuant to the Stone & Webster Lease, Stone &
Webster is required to pay its proportionate share of property taxes
relating to the Stone & Webster Building and all operating costs incurred
by the landlord in maintaining and operating the Stone & Webster Building,
including garbage and waste disposal, janitorial service and window
cleaning, security, insurance, water and sewer charges, wages, salaries,
and employee benefits of all employees engaged in the operation,
maintenance and management of the building, indoor and outdoor landscaping,
utilities and repairs, replacements and general maintenance.

SYSCO occupies the remaining 106,516 rentable square feet of the Stone &
Webster Building under a Lease Agreement (the "SYSCO Lease"). The
landlord's interest in the SYSCO Lease was assigned to Wells OP at the
closing. The initial term of the SYSCO Lease is ten years, which commenced
on October 1, 1998, and expires on September 20, 2008. Pursuant to the
SYSCO Lease, SYSCO is required to pay its proportionate share of property
taxes and operating costs incurred by the landlord in maintaining and
operating the Stone & Webster Building, including supplies and materials,
utilities, insurance and repairs, replacements, general maintenance and
wages and salaries (including management fees not to exceed 3% of gross
revenues attributable to the building) of all employees engaged in such
operation.

Rental Revenues

14

Rental income from leases is recognized on a straight-line basis over the
life of the lease.

2.   BASIS OF ACCOUNTING

The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis. This statement has been prepared in
accordance with the applicable rules and regulations of the Securities and
Exchange Commission for real estate properties acquired. Accordingly, the
statement excludes certain historical expenses, such as depreciation,
interest, and management fees, not comparable to the operations of the
Stone & Webster Building after acquisition by Wells OP.

15

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Fund XII, L.P. and
Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the AT&T CALL CENTER BUILDINGS for the year ended December 31,
1999. This financial statement is the responsibility of management. Our
responsibility is to express an opinion on this financial statement based on our
audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our
opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the AT&T
Call Center Buildings after acquisition by the Wells Fund XII--REIT Joint
Venture. The accompanying statement of revenues over certain operating expenses
was prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission and is not intended to be a complete
presentation of the AT&T Call Center Buildings' revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the AT&T Call Center Buildings for the year ended December 31, 1999,
in conformity with accounting principles generally accepted in the United
States.

/s/ Arthur Andersen LLP

Atlanta, Georgia
January 19, 2001

16

AT&T CALL CENTER BUILDINGS

STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31,1999

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000

2000             1999
--------         ---------
(Unaudited)

RENTAL REVENUES                                                                              $867,914         $313,250

OPERATING EXPENSES, net of reimbursements                                                       6,273           20,155
--------         --------
REVENUES OVER CERTAIN OPERATING EXPENSES                                                     $861,641         $293,095
========         ========

The accompanying notes are an integral part of these statements.

17

AT&T CALL CENTER BUILDINGs

NOTES TO STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On December 28, 2000, the Wells Fund XII-REIT Joint Venture (the "Joint
Venture") acquired the AT&T Call Center Buildings from OKC Real Estate
Investments, Inc. ("OKC"). The Joint Venture is a joint venture partnership
between Wells Real Estate Fund XII, L.P. ("Wells Fund XII") and Wells
Operating Partnership, L.P. ("Wells OP"), a Delaware Limited Partnership
formed to acquire, own, lease, operate, and manage real properties on
behalf of Wells Real Estate Investment Trust, Inc. OKC is not an affiliate
of Wells Fund XII or Wells OP. The total purchase price of the AT&T Call
Center Buildings was $15,300,000. Additional acquisition expenses incurred
in connection with the purchase of the AT&T Call Center Buildings, included
attorney's fees, recording fees, loan fees, and other closing costs, of
approximately $28,000. Wells Fund XII contributed $8,591,000, and Wells OP
contributed $6,737,000 to the Joint Venture for their respective shares of
the purchase of the AT&T Call Center Buildings.

AT&T Corp. ("AT&T") occupies 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 under a net lease agreement (the "AT&T Lease"). The
landlord's interest in the AT&T Lease was assigned to the Joint Venture at
the closing. The initial term of the AT&T Lease commenced on April 1, 2000
and expires on November 30, 2010. AT&T has the right to extend the AT&T
Lease for two additional five-year periods at the then-current fair market
rental rate upon delivering written notice within 240 days prior to
expiration of the lease. Under the AT&T lease, AT&T is required to pay, as
additional monthly rent, its gas, water, and electricity costs and all
operating expenses, including, but not limited to, garbage and waste
disposal, telephone, sprinkler service, janitorial service, security,
insurance premiums, all taxes, assessments and other governmental levies,
and such other operating expenses with respect to its portion of the AT&T
Call Center Buildings. In addition, AT&T is responsible for all routine
maintenance and repairs to its portion of the AT&T Call Center Buildings.

Jordan Associates, Inc. ("Jordan") currently occupies the remaining 25,000
rentable square feet contained in the one-story building under a net lease
agreement (the "Jordan Lease"). The landlord's interest in the Jordan lease
was also assigned to the Fund XII-REIT Joint Venture at the closing. The
initial term of the Jordan Lease commenced on April 1, 1998 and expires on
March 31, 2008. Jordan has the right to extend the Jordan lease for one
additional five-year period at the then-current fair market rental rate
upon delivering written notice within 240 days prior to expiration of the
initial lease term. Under the Jordan Lease, Jordan is required to pay as
additional monthly rent, its gas, water, and electricity costs, and all
operating expenses, including, but not limited to, garbage and waste
disposal, telephone, sprinkler service, janitorial service, security,
insurance premiums, all taxes, assessments and other governmental levies,
and such other operating expenses with respect to its portion of the AT&T
Call Center Buildings. In addition, Jordan is responsible for all routine
maintenance and repairs to its portion of the AT&T Call Center Buildings.

18

Rental Revenues

Rental income from leases is recognized on a straight-line basis over the
life of the lease.

2.   BASIS OF ACCOUNTING

The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis. This statement has been prepared in
accordance with the applicable rules and regulations of the Securities and
Exchange Commission for real estate properties acquired. Accordingly, the
statement excludes certain historical expenses, such as depreciation,
interest, and management fees, not comparable to the operations of the AT&T
Call Center Buildings after acquisition by the Joint Venture.

19

WELLS REAL ESTATE INVESTMENT TRUST, INC.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The following unaudited pro forma balance sheet as of September 30, 2000
has been prepared to give effect to the acquisition of the Motorola
Plainfield Building ("Prior Acquisition"), the Stone & Webster Building,
and the Metris Minnetonka Building by the Wells Operating Partnership, L.P.
("Wells OP"), and the AT&T Call Center Buildings by the Wells XII-REIT
Joint Venture (a joint venture between the Wells OP and Wells Real Estate
Fund XII, L.P.), as if the acquisitions occurred on September 30, 2000. The
following unaudited pro forma statements of income (loss) for the year
ended December 31, 1999 for and the nine months ended September 30, 2000
have been prepared to give effect to the acquisition of the Dial Building,
the ASML Building, the Motorola Tempe Building, the Motorola Plainfield
Building (together, the "Prior Acquisitions"), the Stone & Webster
Building, the Metris Minnetonka Building and the AT&T Call Center Buildings
as if each acquisition occurred on January 1, 1999.

Wells OP is a Delaware limited partnership that was organized to own and
operate properties on behalf of the Wells Real Estate Investment Trust,
Inc. Wells Real Estate Investment Trust, Inc. is the general partner of the
Wells OP.

These unaudited pro forma financial statements are prepared for
informational purposes only and are not necessarily indicative of future
results or of actual results that would have been achieved had the
acquisitions been consummated at the beginning of the period presented.

As of September 30, 2000, the date of the accompanying pro forma balance
sheet, Wells OP held cash of $12,257,161. The additional cash used to
purchase the Stone & Webster Building, the Metris Minnetonka Building, and
the AT&T Call Center Buildings including deferred project costs paid to
Wells Capital, Inc. (an affiliate of Wells OP), was raised through the
issuance of additional shares subsequent to September 30, 2000, but prior
to the acquisition dates of December 21, 2000, December 21, 2000, and
December 28, 2000, respectively. This balance is reflected in due to
affiliates in the accompanying pro forma balance sheet.

20

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA BALANCE SHEET

SEPTEMBER 30, 2000

(Unaudited)

ASSETS

Pro Forma Adjustments
Wells Real       ------------------------------------------------------------
Estate                                                             AT&T
Investment          Prior           Stone &         Metris        Call Center      Pro Forma
Trust, Inc.      Acquisition        Webster       Minnetonka       Buildings         Total
------------      -----------      -----------     -----------     -----------     ------------

REAL ESTATE ASSETS,
at cost:
Land                       $  21,695,304       $9,652,500(a)    $7,100,000(a) $  7,700,000(a)            0    $  47,167,473
402,509(b)       296,070(b)      321,090(b)
Buildings less
accumulated
depreciation of
$6,810,792                188,671,038       24,525,641(a)    37,914,954(a)   45,151,969(a)            0      300,750,212
1,022,719(b)     1,581,054(b)    1,882,837(b)
Construction in
progress                      295,517                0                0               0               0          295,517
------------      -----------      -----------     -----------      ----------     ------------
Total real estate
assets                 210,661,859       35,603,369       46,892,078      55,055,896               0      348,213,202

INVESTMENT IN JOINT
VENTURES                      36,708,242                0                0               0       7,017,244(e)    43,725,486

CASH AND CASH EQUIVALENTS        12,257,161      (10,753,381)(a)     (466,584)(a)           0               0                0
(954,223)(b)
(82,973)(c)

DEFERRED OFFERING COSTS           1,108,206                0                0               0               0        1,108,206

DEFERRED PROJECT COSTS              471,005         (471,005)(b)            0               0               0                0

DUE FROM AFFILIATES                 859,515                0                0               0               0          859,515

PREPAID EXPENSES AND
OTHER ASSETS                   6,344,905           82,973(c)             0               0               0        6,427,878
------------      -----------      -----------     -----------      ----------     ------------
Total assets       $268,410,893      $23,424,760      $46,425,494     $55,055,896      $7,017,244     $400,334,287
============      ===========      ===========     ===========      ==========     ============

21

LIABILITIES AND SHAREHOLDERS' EQUITY

Pro Forma Adjustments
Wells Real      -------------------------------------------------------
Estate                                                       AT&T
Investment      Prior           Stone &        Metris       Call Center     Pro Forma
Trust, Inc.  Acquisitions        Webster      Minnetonka      Buildings        Total
------------  ------------      -----------    -----------     ----------    ------------

LIABILITIES:
Accounts payable and accrued expenses   $    975,821  $   424,760(a)(d) $         0    $         0     $        0    $  1,400,581
Notes payable                             38,909,030   23,000,000(a)     38,900,000(a)  52,850,000(a)           0     153,659,030

Dividends payable                          4,475,982            0                 0              0              0       4,475,982
Due to affiliate                           1,372,508            0         5,648,370(a)       1,969(a)   6,736,554(a)   18,121,142
1,877,124(b)   2,203,927(b)     280,690(b)
------------  -----------       -----------    -----------     ----------    ------------
Total liabilities                       45,733,341   23,424,760        46,425,494     55,055,896      7,017,244     177,656,735
------------  -----------       -----------    -----------     ----------    ------------
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST OF UNIT
HOLDER IN OPERATING
PARTNERSHIP                                   200,000            0                 0              0              0         200,000
------------  -----------       -----------    -----------     ----------    ------------
SHAREHOLDERS' EQUITY:
Common shares, $.01 par value;
40,000,000 shares authorized,
13,471,085 shares issued and
outstanding                                  261,748            0                 0              0              0         261,748
Additional paid-in capital               222,215,804            0                 0              0              0     222,215,804
Retained earnings                                  0            0                 0              0              0               0
------------  -----------       -----------    -----------     ----------    ------------
Total shareholders' equity             222,477,552            0                 0              0              0     222,477,552
------------  -----------       -----------    -----------     ----------    ------------
Total liabilities and
shareholders' equity                 $268,410,893  $23,424,760       $46,425,494    $55,055,896     $7,017,244    $400,334,287
============  ===========       ===========    ===========     ==========    ============

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s purchase price for
the building.

(b)  Reflects deferred project costs allocated to the land and building at
approximately 4.17% of the purchase price.

(c)  Reflects loan fees incurred in connection with the receipt of loan
proceeds from the SouthTrust Bank, N.A., line of credit.

(d)  Reflects assumption of obligation of Wells OP to reimburse the tenant
of certain rent payments required of it under its prior lease.

(e)  Reflects Wells Real Estate Investment Trust, Inc.'s contribution to
the Wells Fund XII-REIT Joint Venture

22

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 1999

(Unaudited)

Pro Forma Adjustments
Wells Real    -----------------------------------------------------------------
Estate                                                              AT&T
Investment       Prior           Stone &           Metris          Call Center        Pro Forma
Trust, Inc.   Acquisitions       Webster         Minnetonka         Buildings           Total
-----------   ------------     -----------       -----------       ----------        ------------

REVENUES:
Rental income               $4,735,184    $7,366,142(a)   $ 2,183,580(a)    $         0       $        0         $14,284,906
Equity in income (loss) of
joint ventures            1,243,969             0                0                 0         (121,813)(l)       1,122,156
Interest income                502,993             0                0                 0                0             502,993
Other income                    13,249             0                0                 0                0              13,249
----------    ----------      -----------       -----------       ----------         -----------
6,495,395     7,366,142        2,183,580                 0         (121,813)         15,923,304
----------    ----------      -----------       -----------       ----------         -----------
EXPENSES:
Depreciation and
amortization              1,726,103     2,864,752(b)     1,579,840(b)      1,881,392(b)             0           8,075,793
23,706(c)
Interest                       442,029     2,758,350(d)     3,279,080(j)      3,762,920(k)             0          12,479,479
450,000(e)
1,787,100(f)
Operating costs, net of
reimbursements              (74,666)      (60,400)(g)    1,666,796(h)         34,092(h)             0           1,576,738
10,916 (h)
Management and leasing fees    257,744       315,537 (i)       98,261(i)              0                0             671,542
General and administrative     123,776             0                0                 0                0             123,776
Legal and accounting           115,471             0                0                 0                0             115,471
Computer costs                  11,368             0                0                 0                0              11,368
Amortization of
organizational costs          8,921             0                0                 0                0               8,921
----------    ----------      -----------       -----------       ----------         -----------
2,610,746     8,149,961        6,623,977         5,678,404                0          23,063,088
----------    ----------      -----------       -----------       ----------         -----------
NET INCOME (LOSS)               $3,884,649    $ (783,819)     $(4,440,397)      $(5,678,404)      $ (121,813)        $(7,139,784)
==========    ==========      ===========       ===========       ==========         ===========

HISTORICAL EARNINGS
PER SHARE (BASIC
AND DILUTED)                $     0.50
==========

PRO FORMA LOSS PER SHARE
(BASIC AND DILUTED)(m)                                                                                           $     (0.24)(m)
===========
PRO FORMA LOSS PER SHARE
(BASIC AND DILUTED)(n)                                                                                           $     (0.23)(n)
===========

(a) Rental income is recognized on a straight-line basis.

(b) Depreciation expense on the building is recognized using the
straight-line method and a 25 year life.

(c) Amortization of loan costs over term of SouthTrust Bank, N.A. line of
credit.

(d) Interest expense on the $9,000,000 line of credit with SouthTrust Bank,
N.A. and the $26,500,000 line of credit with Bank of America, N.A., which
bear interest at 7.77% for the year ended December 31, 1999.

(e) Interest expense on the $5,000,000 note payable with Ryan Companies
U.S., Inc., the seller, which bears interest at 9% for the year ended
December 31, 1999.

(f) Interest expense on the $23,000,000 line-of-credit with SouthTrust
Bank, N.A., which bears interest at 7.77% for the year ended December 31,
1999.

(g) Consists of ground lease and insurance expense for the ASML Building
and the Motorola Tempe Building, net of tenant reimbursements.

(h) Consists of non-reimbursable operating expenses.

23

(i) Management and leasing fees equal approximately 4.5% of rental income.

(j) Interest expense on the $3,000,000 note payable to Cardinal Paragon,
Inc. and $35,900,000 note payable to Guaranteed Federal Bank, F.S.B., which
bear interest at 6% and 8.63%, respectively, for the year ended December
31, 1999.

(k) Interest expense on the $52,850,000 line of credit with SouthTrust
Bank, N.A., which bears interest at 7.12% for the year ended December 31,
1999.

(l) Reflects Wells Real Estate Investment Trust, Inc.'s equity in loss of
the Wells XII-REIT Joint Venture.

(m) As of the acquisition date of December 21, 2000, for the Stone &
Webster Building and the Metris Minnetonka Building, Wells Real Estate
Investment Trust, Inc. had 30,665,147 shares of common stock outstanding;
pro forma earnings per share is calculated as if these shares were
outstanding for the entire year ended December 31, 1999.

(n) As of the acquisition date of December 28, 2000 for the AT&T Call
Center Buildings, Wells Real Estate Investment Trust, Inc. had 31,244,246
shares of common stock outstanding; pro forma earnings per share is
calculated as if these shares were outstanding for the entire year ended
December 31, 1999.

24

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME (LOSS)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000

(Unaudited)

Pro Forma Adjustments
Wells Real     ---------------------------------------------------------------
Estate                                                               AT&T
Investment        Prior           Stone &           Metris         Call Center        Pro Forma
Trust, Inc.    Acquisitions       Webster         Minnetonka        Buildings           Total
------------    ------------     -----------       -----------      -----------       ------------

REVENUES:
Rental income             $13,712,371     $ 2,210,432(a)   $ 1,637,685(a)    $    586,435(a)  $         0        $18,146,923
Equity in income of
joint ventures           1,684,247               0                0                  0         193,604(n)       1,877,851
Interest income               338,020               0                0                  0               0            338,020
-----------     -----------      -----------       ------------        --------       ------------
15,734,638       2,210,432        1,637,685            586,435         193,604         20,362,794
-----------     -----------      -----------       ------------        --------       ------------
EXPENSES:
Depreciation and
amortization             5,084,689       1,227,155(b)     1,184,880(b)       1,411,044(b)            0          8,925,548
17,780(c)
Interest                    2,798,299         777,450(d)     2,555,910(j)       3,186,855(k)            0         10,977,634
112,500(e)
1,546,620(f)
Operating costs, net
of reimbursements          631,407         (15,099)(g)    1,250,097(h)          22,728(h)            0          1,962,872
73,739(h)
Management and
leasing fees               919,630          99,470(i)        73,696(i)          26,390(i)            0          1,119,186
General and
administrative             273,484               0                0                  0               0            273,484
Legal and accounting          130,603               0                0                  0               0            130,603
Computer costs                  8,846               0                0                  0               0              8,846
Amortization of
organizational
costs                      150,143               0                0                  0               0            150,143
-----------     -----------      -----------       ------------        --------       ------------
9,997,101       3,839,615        5,064,583          4,647,017               0         23,548,316
-----------     -----------      -----------       ------------        --------       ------------
NET INCOME (LOSS)             $ 5,737,537     $(1,629,183)     $(3,426,898)      $ (4,060,582)       $193,604       $ (3,185,522)
===========     ===========      ===========       ============        ========       ============

HISTORICAL EARNINGS
PER SHARE (BASIC)
AND DILUTED)              $      0.30
===========

PRO FORMA LOSS PER SHARE
(BASIC AND
DILUTED)(l)                                                                                                     $      (0.11)(l)
============

PRO FORMA LOSS PER SHARE
(BASIC AND
DILUTED)(m)                                                                                                     $      (0.10)(m)
============

(a) Rental income is recognized on a straight-line basis.

(b) Depreciation expense on the building is recognized using the
straight-line method and a 25 year life.

(c) Amortization of loan costs over term of SouthTrust Bank, N.A. line of
credit.

(d) Interest expense on the $9,000,000 line of credit with SouthTrust Bank,
N.A. and the $26,500,000 line of credit with Bank of America, N.A., which
bear interest at 8.76% for the nine months ended September 30, 2000.

(e) Interest expense on the $5,000,000 note payable with Ryan Companies
U.S., Inc., the seller, which bears interest at 9% for the nine months
ended September 30, 2000.

(f) Interest expense on the $23,000,000 line-of-credit with SouthTrust
Bank, N.A., which bears interest at 8.97% for the nine months ended
September 30, 2000.

(g) Consists of ground lease and insurance expense for the ASML Building
and the Motorola Tempe Building, net of tenant reimbursements.

(h) Consists of non-reimbursable operating expenses.

(i) Management and leasing fees equal approximately 4.5% of rental income.

25

(j) Interest expense on the $3,000,000 note payable to Cardinal Paragon,
Inc. and the $35,900,000 note payable to Guaranteed Federal Bank, F.S.B,
which bear interest at 6% and 8.99%, respectively, for the nine months
ended September 30, 2000.

(k) Interest expense on the $52,850,000 line of credit with South Trust
Bank, N.A., which bears interest at 8.04% for the nine months ended
September 30, 2000.

(l) As of the acquisition date of December 21, 2000 for the Stone & Webster
Building and the Metris Minnetonka Building, Wells Real Estate Investment
Trust, Inc. had 30,665,147 shares of common stock outstanding; pro forma
earnings per share is calculated as if these shares were outstanding for
the entire nine months ended September 30, 2000.

(m) As of the acquisition date of December 28, 2000 for the AT&T Call
Center Buildings, Wells Real Estate Investment Trust, Inc. had 31,244,246
shares of common stock outstanding; pro forma earnings per share is
calculated as if these shares were outstanding for the entire nine months
ended September 30, 2000.

(n) Reflect Wells Real Estate Investment Trust, Inc.'s equity in income of
the Wells XII--REIT Joint Venture.

26

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SUPPLEMENT NO. 2 DATED APRIL 25, 2001 TO THE PROSPECTUS
DATED DECEMBER 20, 2000

This document supplements, and should be read in conjunction with, the
prospectus of Wells Real Estate Investment Trust, Inc. dated December 20, 2000,
as supplemented and amended by Supplement No. 1 dated February 5, 2001. When we
refer to the "prospectus" in this supplement, we are also referring to any and
all supplements to the prospectus. Unless otherwise defined in this supplement,
capitalized terms used in this supplement shall have the same meanings as set
forth in the prospectus.

The purpose of this supplement is to describe the following:

(1)     The status of the offering of shares in Wells Real Estate
Investment Trust, Inc. (Wells REIT);

(2)     Revisions to the "Investment Objectives and Criteria," "Risk
Factors" and "Federal Income Tax Risks" sections of the
prospectus to include a description of the Wells REIT's
participation in the Section 1031 Exchange Program sponsored
by affiliates of Wells Capital, Inc., our Advisor, and risks
associated therewith;

(3)     Revisions to the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section of the
prospectus;

(4)     Revisions to the "Description of Shares - Share Redemption
Program" section of the prospectus;

(5)     Updated audited financial statements of the Wells REIT; and

(6)     Updated prior performance tables.

Status of the Offering

We commenced our initial public offering of common stock on January 30,
1998. Our initial public offering was terminated on December 19, 1999. We
received approximately $132,181,919 in gross offering proceeds from the sale of
13,218,192 shares in our initial public offering. We commenced a second offering
of common stock on December 20, 1999. Our second public offering was terminated
on December 19, 2000. We received approximately $175,229,193 in gross offering
proceeds from the sale of 17,522,919 shares in our second public offering.

Pursuant to the prospectus, we commenced our third offering of common
stock on December 20, 2000. As of April 15, 2001, we had received an additional
$83,074,813 in gross offering proceeds from the sale of 8,307,482 shares in the
third offering. Accordingly, as of April 15, 2001, we had received in the
aggregate approximately $390,485,925 in gross offering proceeds from the sale of
39,048,593 shares of our common stock.

1

Investment Objectives and Criteria - Section 1031 Exchange Program

The following paragraphs are hereby inserted into the "Investment
Objectives and Criteria" section of the prospectus at the top of page 64:

Section 1031 Exchange Program

Wells Development Corporation (Wells Development), an
affiliate of Wells Capital, our Advisor, is forming a series of 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. It
is anticipated that Wells Development will sponsor a series of private
placement offerings of 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 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 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 consideration for such obligation, 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 approve each Take Out Purchase and Escrow
Agreement we enter into with Wells Exchange. Accordingly, Wells
Exchange intends to purchase only real estate properties which
otherwise meet the investment objectives of the Wells REIT. Wells OP
may execute a Take Out Purchase and Escrow Agreement providing for the
potential purchase of the unsold co-tenancy interests from Wells
Exchange only after a majority of the directors of the Wells REIT,
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, the
directors of the Wells REIT 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 Take Out Purchase
and Escrow Agreements, 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, including Wells OP in
the event that it is required to purchase co-tenancy interests pursuant
to a Take Out Purchase and Escrow Agreement, will be required to
execute a Tenants in Common Agreement with the other purchasers of
co-tenancy interests in that

2

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 the Take Out Purchase and Escrow Agreements, 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.")

Risk Factors - Section 1031 Exchange Program

The following paragraphs are hereby inserted into the "Risk Factors"
section of the prospectus as the first full paragraph at the top of page 20:

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.

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 is able to successfully challenge 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 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 Take Out 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 shareholders 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 Take Out Purchase and Escrow Agreement 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.")

3

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.

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 Take Out
Purchase and Escrow 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 matter
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

The information contained on page 24 in the "Federal Income Tax Risks"
section of the prospectus is revised as of the date of this supplement by the
deletion of the first two paragraphs of that section and the insertion of the
following paragraphs in lieu thereof:

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

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 for shareholders.
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 shareholders because of the substantial tax liabilities which would
be imposed

4

on us. We might also be required to borrow funds or liquidate some
investments in order to pay the applicable tax.

Qualification as a REIT is subject to the satisfaction of
requirements set forth in the 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.

In this regard, Wells Development, an affiliate of our advisor,
is sponsoring a program involving the offering and sale of co-tenancy
interests by Wells Exchange in real properties to investors seeking to
complete Section 1031 like-kind exchanges. In connection with this
program, we have agreed to enter into a series of transactions whereby
Wells OP will enter into a number of Take Out Purchase and Escrow
Agreements with Wells Exchange which will, in effect, guarantee the
sale of the co-tenancy interests being offered by Wells Exchange. In
consideration for entering into these Take Out Purchase and Escrow
Agreements, Wells OP will be paid fees which could be characterized as
gross revenue not constituting income "qualifying" 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 all such 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. (See "Investment Objectives and Criteria -Section 1031 Exchange
Program.")

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 Take Out Fees paid to Wells OP 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.")

Management's Discussion and Analysis of Financial Condition and Results of
Operation

The information contained on page 98 in the "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" section of the prospectus is revised as of the date of this
supplement by the deletion of the first two paragraphs of that section and the
insertion of the following paragraphs in lieu thereof:

We began active operations on June 5, 1998, when we received and
accepted subscriptions for 125,000 shares pursuant to our initial
public offering, which commenced on January 30, 1998. We terminated our
initial public offering on December 19, 1999. Of the $132,181,919
raised in the initial offering, we invested a total of $111,032,812 in
properties. On December 20, 1999, we commenced a follow-on public
offering of up to 22,200,000 shares of common stock at $10 per share.
We terminated our follow-on public

5

offering on December 19, 2000. Of the $175,229,193 raised in the
follow-on offering, we invested a total of $147,192,522 in properties.

Pursuant to the prospectus, we commenced this third offering of
shares of our common stock on December 20, 2000. As of April 15, 2001,
we had received an additional $83,074,813 in gross offering proceeds
from the sale of 8,307,482 shares in the third offering. As of April
15, 2001, we had raised in the aggregate a total of $390,485,925 in
offering proceeds through the sale of 39,048,593 shares of common
stock. As of April 15, 2001, we had paid a total of $13,584,221 in
acquisition and advisory fees and acquisition expenses, had paid a
total of $48,515,076 in selling commissions and organizational and
offering expenses, had made capital contributions of $323,477,000 to
Wells OP for investments in joint ventures and acquisitions of real
property, had utilized $2,365,315 for the redemption of stock pursuant
to our share redemption program, and were holding net offering proceeds
of $2,544,313 available for investment in additional properties.

Description of Shares - Share Redemption Program

The information contained on page 147 in the "Description of Shares -
Share Redemption Program" section of the prospectus is revised as of the date of
this supplement by the deletion of the first full paragraph on page 147 and the
insertion of the following paragraph in lieu thereof:

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 the 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. The 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 shareholder or other exigent
circumstances, or (2) reject any request for redemption at any time and
for any reason.

Financial Statements

The consolidated balance sheets of the Wells REIT as of December 31,
2000 and 1999, and the financial statements of the Wells REIT for each of the
years in the three year period ended December 31, 2000, included in this
supplement 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 supplement in reliance
upon the authority of said firm as experts in giving said report.

Prior Performance Tables

The prior performance tables dated as of December 31, 2000, which are
included in this supplement, have not been audited.

6

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                                        8

Consolidated Balance Sheets as of December 31, 2000 and

December 31, 1999                                                               9

Consolidated Statements of Income for the years ended
December 31, 2000, December 31, 1999, and December 31, 1998                    10

Consolidated Statements of Shareholders' Equity for the years ended
December 31, 2000, December 31, 1999, and December 31, 1998                    11

Consolidated Statements of Cash Flows for the years ended
December 31, 2000, December 31, 1999, and December 31, 1998                    12

Notes to Consolidated Financial Statements
December 31, 2000, December 31, 1999, and December 31, 1998                    13

Prior Performance Tables (Unaudited)                                                   39

7

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, 2000 and 1999 and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the three years in the period
ended December 31, 2000. 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 consolidated 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 consolidated 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, 2000 and 1999 and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States.

ARTHUR ANDERSEN LLP

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
January 30, 2001

8

Wells Real Estate Investment Trust, Inc.

and subsidiary

consolidated Balance Sheets

December 31, 2000 and 1999

ASSETS
------

2000            1999
----            ----

REAL ESTATE ASSETs, at cost:
Land                                                                              $  46,237,812   $  14,500,822
Building, less accumulated depreciation of $9,469,653 and $1,726,102 at
December 31, 2000 and 1999, respectively                                         287,862,655      81,507,040
Construction in progress                                                              3,357,720      12,561,459
-------------   -------------
Total real estate assets                                                   337,458,187     108,569,321

INVESTMENT IN JOINT VENTURES                                                            44,236,597      29,431,176

CASH AND CASH EQUIVALENTS                                                                4,298,301       2,929,804

ACCOUNTS RECEIVABLE                                                                      3,356,428         898,704

DEFERRED LEASE ACQUISITION COSTS                                                         1,890,332               0

DEFERRED OFFERING COSTS                                                                  1,291,376         964,941

DEFERRED PROJECT COSTS                                                                     550,256          28,093

DUE FROM AFFILIATES                                                                        734,286         648,354

PREPAID EXPENSES AND OTHER ASSETS, net                                                   4,734,583         381,897
-------------   -------------
Total assets                                                             $ 398,550,346   $ 143,852,290
=============   =============

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:

Notes payable                                                                     $ 127,663,187   $  23,929,228

Accounts payable and accrued expenses                                                 2,166,387         224,721
Deferred rental income                                                                  381,194         236,579
Dividends payable                                                                     1,025,010       2,166,701
Due to affiliate                                                                      1,772,956       1,079,466
-------------   -------------
Total liabilities                                                          133,008,734      27,636,695
-------------   -------------
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, 31,509,807
shares issued and 31,368,510 shares outstanding at December 31, 2000,
and 13,471,085 shares issued and outstanding at December 31, 1999                    315,097         134,710
Additional paid-in capital                                                          266,439,484     115,880,885
Treasury stock, at cost, 141,297 shares at December 31, 2000 and 0 shares
at December 31, 1999                                                              (1,412,969)              0
-------------   -------------
Total shareholders' equity                                                 265,341,612     116,015,595
-------------   -------------
Total liabilities and shareholders' equity                                           $ 398,550,346   $ 143,852,290
=============   =============

The accompanying notes are an integral part of these consolidated balance
sheets.

9

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998

2000             1999            1998
----             ----            ----
REVENUES:

Rental income                                                        $ 20,505,000      $ 4,735,184     $  20,994
Equity in income of joint ventures                                      2,293,873        1,243,969       263,315
Interest income                                                           520,924          502,993       110,869
Other income                                                               53,409           13,249             0
------------      -----------     ---------
23,373,206        6,495,395       395,178
------------      -----------     ---------
EXPENSES:
Depreciation                                                            7,743,551        1,726,103             0
Interest expense                                                        3,966,902          442,029        11,033
Amortization of deferred financing costs                                  232,559            8,921             0
Operating costs, net of reimbursements                                    888,091          (74,666)            0
Management and leasing fees                                             1,309,974          257,744             0
General and administrative                                                426,680          123,776        29,943
Legal and accounting                                                      240,209          115,471        19,552
Computer costs                                                             12,273           11,368           616
------------      -----------     ---------
14,820,239        2,610,746        61,144
------------      -----------     ---------
NET INCOME                                                               $  8,552,967      $ 3,884,649     $ 334,034
============      ===========     =========
EARNINGS PER SHARE:
Basic and diluted                                                    $       0.40      $      0.50     $    0.40
============      ===========     =========

The accompanying notes are an integral part of these consolidated statements.

10

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998

Additional                                                  Total
Common Stock            Paid-In          Retained        Treasury Stock        Shareholders'
---------------------                                   ------------------------
Shares     Amount         Capital          Earnings     Shares       Amount         Equity
----------  ---------    -------------    ------------  ---------   ------------   -------------

BALANCE,
December 31, 1997                      100  $       1    $         999    $          0          0    $         0   $       1,000

Issuance of common
stock                       3,154,036     31,540       31,508,820               0          0              0      31,540,360
Net income                             0          0                0         334,034          0              0         334,034
Dividends ($.31 per
share)                              0          0         (511,163)              0          0              0        (511,163)
Sales commissions                      0          0       (2,996,334)              0          0              0      (2,996,334)
Other offering
expenses                            0          0         (946,210)              0          0              0        (946,210)
----------  ---------    -------------    ------------  ---------   ------------   -------------
BALANCE,
December 31, 1998                3,154,136     31,541       27,056,112         334,034          0              0      27,421,687

Issuance of common
stock                      10,316,949    103,169      103,066,321               0          0              0     103,169,490
Net income                             0          0                0       3,884,649          0              0       3,884,649
Dividends ($.70 per
share)                              0          0       (1,346,240)     (4,218,683)         0              0      (5,564,923)
Sales commissions                      0          0       (9,801,197)              0          0              0      (9,801,197)
Other offering
expenses                            0          0       (3,094,111)              0          0              0      (3,094,111)
----------  ---------    -------------    ------------  ---------   ------------   -------------
BALANCE,
December 31, 1999               13,471,085    134,710      115,880,885               0          0              0     116,015,595

Issuance of common
stock                      18,038,722    180,387      180,206,833               0          0              0     180,387,220
Treasury stock
purchased                           0          0                0               0   (141,297)    (1,412,969)     (1,412,969)
Net income                             0          0                0       8,552,967          0              0       8,552,967
Dividends ($.73 per
share)                              0          0       (7,276,452)     (8,552,967)         0              0     (15,829,419)
Sales commissions                      0          0      (17,002,554)              0          0              0     (17,002,554)
Other offering
expenses                            0          0       (5,369,228)              0          0              0      (5,369,228)
BALANCE,
----------  ---------    -------------    ------------  ---------   ------------   -------------
December 31, 2000               31,509,807  $ 315,097    $ 266,439,484    $          0   (141,297)  $ (1,412,969)  $ 265,341,612
==========  =========    =============    ============  =========   ============   =============

The accompanying notes are an integral part of these consolidated statements.

11

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998

2000              1999              1998
--------------    --------------     ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                   $    8,552,967    $    3,884,649     $    334,034
--------------    --------------     ------------
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Equity in income of joint ventures                         (2,293,873)       (1,243,969)        (263,315)
Depreciation                                                7,743,551         1,735,024                0
Amortization of deferred financing costs                      232,559                 0                0
Changes in assets and liabilities:
Accounts receivable                                     (2,457,724)         (898,704)               0
Due from affiliates                                       (435,600)                0                0
Prepaid expenses and other assets, net                  (6,475,577)          149,501         (540,319)
Accounts payable and accrued expenses                    1,941,666            36,894          187,827
Deferred rental income                                     144,615           236,579                0
Due to affiliates                                          367,055           108,301            6,224
--------------    --------------     ------------
Total adjustments                                    (1,233,328)          123,626         (609,583)
--------------    --------------     ------------
Net cash provided by (used in) operating
activities                                          7,319,639         4,008,275         (275,549)
--------------    --------------     ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate                                      (231,518,138)      (85,514,506)     (21,299,071)
Investment in joint ventures                                    (15,063,625)      (17,641,211)     (11,276,007)
Deferred project costs paid                                      (6,264,098)       (3,610,967)      (1,103,913)
Distributions received from joint ventures                        3,529,401         1,371,728          178,184
--------------    --------------     ------------
Net cash used in investing activities              (249,316,460)     (105,394,956)     (33,500,807)
--------------    --------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable                                     187,633,130        40,594,463       14,059,930
Repayments of notes payable                                     (83,899,171)      (30,725,165)               0
Dividends paid to shareholders                                  (16,971,110)       (3,806,398)        (102,987)
Issuance of common stock                                        180,387,220       103,169,490       31,540,360
Treasury stock purchased                                         (1,412,969)                0                0
Sales commissions paid                                          (17,002,554)       (9,801,197)      (2,996,334)
Other offering costs paid                                        (5,369,228)       (3,094,111)        (946,210)
--------------    --------------     ------------
Net cash provided by financing activities           243,365,318        96,337,082       41,554,759
--------------    --------------     ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                 1,368,497        (5,049,599)       7,778,403

CASH AND CASH EQUIVALENTS, beginning of year                         2,929,804         7,979,403          201,000
--------------    --------------     ------------
CASH AND CASH EQUIVALENTS, end of year                          $    4,298,301    $    2,929,804     $  7,979,403
==============    ==============     ============
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:
Deferred project costs applied to real estate assets      $    5,114,279    $    3,183,239     $    298,608
==============    ==============     ============

Deferred project costs contributed to joint ventures      $      627,656    $      735,056     $    469,884
==============    ==============     ============

Deferred offering costs due to affiliate                  $      326,435    $      416,212     $          0
==============    ==============     ============

The accompanying notes are an integral part of these consolidated statements.

12

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2000, 1999, AND 1998

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 plan) 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 with this,
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 amounts of the
Operating Partnership.

The Operating Partnership owns the following properties directly: (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 building located in Wood
Dale, Illinois; (iv) the Cinemark Building, a five-story office building located
in Plano, Texas; (v) the Matsushita Building, a two-story office building
located in Lake Forest, California; (vi) the ASML Building, a two-story office
building located in Tempe, Arizona; (vii) the Motorola Tempe Building, a
two-story office building located in Tempe, Arizona; (viii) 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
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; and
(xv) the Metris Minnetonka Building, a nine-story office building located in
Minnetonka, Minnesota.

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
several 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"). This joint venture is referred to as the
Fund IX, Fund X, Fund XI, and REIT Joint Venture ("Fund IX, X, XI, and REIT
Joint Venture"). The Company owns two properties through joint venture 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 an interest in
several properties through a joint venture between Wells Fund XI, Wells Real
Estate Fund XII, L.P. ("Wells Fund XII"), and the Operating Partnership, which
is referred to as the Fund XI, XII, and REIT Joint Venture. The Company also
owns two properties through a joint venture between Wells Fund XII and the
Operating Partnership, which is referred to as the Fund XII and REIT Joint
Venture.

13

Through its investment in the Fund VIII, IX, and REIT Joint Venture, the Company
owns an interest in a two-story office building in Orange County, 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," formerly the ABB 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 warehouse facility in Ogden, Utah
(the "Iomega Building"), and (v) a one-story office building in Oklahoma City,
Oklahoma (the "Avaya Building," formerly the Lucent Technologies Building).

Through its investment in 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 warehouse 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 Greenville County, 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"), and (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").

Use of Estimates and Factors Affecting the Company

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles 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 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 (the "Code"), commencing with the taxable year ended December
31, 1998. As a result, the Company generally will not be subject to federal
income taxation at the corporate level to the extent it distributes annually at
least 95% (90% beginning in 2001) of its REIT taxable income, as defined in the
Code, to its shareholders and satisfies certain other requirements.
Additionally, the Operating Partnership is not subject to federal or state
income taxes. Accordingly, no provision has been made for federal or state
income taxes in the accompanying consolidated financial statements for the years
ended December 31, 2000 and 1999.

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 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

14

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, 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 is 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.

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 investment in the joint
ventures is 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.

15

2.      DEFERRED PROJECT COSTS

The Company paid a percentage of shareholder contributions to the Advisor for
acquisition and advisory services. 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, 2000 were $10,978,981 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, 2000 and
1999 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 do not include
sales or underwriting commissions but do include such costs as legal and
accounting fees, printing costs, and other offering expenses.

As of December 31, 2000, the Advisor paid offering expenses on behalf of the
Company in the aggregate amount of $10,700,925, of which the Advisor was
reimbursed $9,409,549, which did not exceed the 3% limitation. The unpaid
portion of deferred offering costs is $1,291,376 and is included in due to
affiliate in the accompanying balance sheet.

4.      RELATED-PARTY TRANSACTIONS

Due from affiliates at December 31, 2000 represents the Operating Partnership's
share of the cash to be distributed from its joint venture investments for the
fourth quarter of 2000 and 1999 as follows:

2000          1999
---------     ---------

Fund VIII, IX, and REIT Joint Venture            $  21,605     $       0
Fund IX, X, XI, and REIT Joint Venture              12,781        32,079
Wells/Orange County Associates                      24,583        75,953
Wells/Fremont Associates                            53,974       152,681
Fund XI, XII, and REIT Joint Venture               136,648       387,641
Fund XII and REIT Joint Venture                     49,094             0
The Advisor                                         10,995             0
Cinemark Building                                  424,606             0
---------     ---------
$ 734,286     $ 648,354
=========     =========

The Company entered into a property management 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 Wells Management
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) 0.6% of the net asset
value of the properties (excluding vacant properties) owned by the Company,
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 $1,111,748, $336,517, and $0 for the years ended December
31, 2000, 1999, and 1998, 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.

16

5.       INVESTMENT IN JOINT VENTURES

The Operating Partnership's investment and percentage ownership in joint
ventures at December 31, 2000 and 1999 are summarized as follows:

2000                       1999
-------------------------  -------------------------
Amount        Percent     Amount        Percent
------------   ----------  ------------   ----------

Fund VIII, IX, and REIT Joint Venture            $  1,276,551   16%         $          0   0%
Fund IX, X, XI, and REIT Joint Venture              1,339,636   4              1,388,884   4
Wells/Orange County Associates                      2,827,607   44             2,893,112   44
Wells/Fremont Associates                            6,791,287   78             6,988,210   78
Fund XI, XII, and REIT Joint Venture               17,688,615   57            18,160,970   57
Fund XII and REIT Joint Venture                    14,312,901   47                     0   0
------------               ------------
$ 44,236,597               $ 29,431,176
============               ============

The following is a rollforward of the Operating Partnership's investment in
joint ventures for the years ended December 31, 2000 and 1999:

2000            1999
------------    ------------

Investment in joint ventures, beginning of year    $ 29,431,176    $ 11,568,677
Equity in income of joint ventures                2,293,873       1,243,969
Contributions to joint ventures                  15,691,281      18,376,267
Distributions from joint ventures                (3,179,733)     (1,757,737)
------------    ------------
Investment in joint ventures, end of year          $ 44,236,597    $ 29,431,176
============    ============

Fund VIII, IX, and REIT Joint Venture

On June 15, 2000, Fund VIII and IX Associated entered into a joint venture with
Wells Operating Partnership, L.P. (the "Operating Partnership"), a Delaware
limited partnership having Wells Real Estate Investment Trust, Inc. ("Wells
REIT"), a Maryland corporation, as its general partner. The joint venture, Fund
VIII, IX, and REIT Joint Venture, was formed to acquire, develop, operate, and
sell real properties.

On July 1, 2000, Fund VIII and IX contributed the Quest Building to the joint
venture. The Quest Building is a two-story office building containing
approximately 65,006 rentable square feet on a 4.4 acre trace of land in Irvine,
California.

17

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 Sheet
December 31, 2000

Assets

Real estate assets, at cost:
Land                                                                                               $ 2,220,993
Building and improvements, less accumulated depreciation of $187,891                                 5,408,892
-----------
Total real estate assets                                                                   7,629,885
Cash and cash equivalents                                                                                  170,664
Accounts receivable                                                                                        197,802
Prepaid expenses and other assets                                                                          283,864
-----------
Total assets                                                                             $ 8,282,215
===========

Liabilities and Partners' Capital

Liabilities:
Partnership distributions payable                                                                  $   170,664
-----------
Partners' capital:
Fund VIII and IX Associates                                                                          6,835,000
Wells Operating Partnership, L.P.                                                                    1,276,551
-----------
Total partners' capital                                                                    8,111,551
-----------
Total liabilities and partners' capital                                                  $ 8,282,215
===========

18

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Income
for the Six Months Ended December 31, 2000

Revenues:
Rental income                                                                   $ 563,049
---------
Expenses:
Depreciation                                                                      187,891
Management and leasing fees                                                        54,395
Property administration expenses                                                    5,692
Operating costs, net of reimbursements                                              5,178
---------
253,156
---------
Net income                                                                          $ 309,893
=========

Net income allocated to Fund VIII and IX Associates                                 $ 285,006
=========

Net income allocated to Wells Operating Partnership, L.P.                           $  24,887
=========

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Partners' Capital
for the Six Months Ended December 31, 2000

Fund VIII          Wells             Total
and IX          Operating         Partners'
Associates    Partnership, L.P.      Capital
------------   -----------------   -----------

Balance, July 1, 2000                            $         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
===========       ===========      ===========

19

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Cash Flows
for the Six Months Ended December 31, 2000

Cash flows from operating activities:

Net income                                                                                          $   309,893
-----------
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation                                                                                       187,891
Changes in assets and liabilities:
Accounts receivable                                                                          (197,802)
Prepaid expenses and other assets                                                            (283,864)
-----------
Total adjustments                                                                         (293,775)
-----------
Net cash provided by operating activities                                                   16,118
-----------
Cash flows from investing activities:
Investment in real estate                                                                              (959,887)
-----------
Cash flows from financing activities:
Contributions from joint venture partners                                                             1,282,111
Distributions to joint venture partners                                                                (167,678)
-----------
Net cash provided by financing activities                                                1,114,433
-----------
Net increase in cash and cash equivalents                                                                   170,664
Cash and cash equivalents, beginning of period                                                                    0
-----------
Cash and cash equivalents, end of year                                                                  $   170,664
===========
Supplemental disclosure of noncash activities:
Real estate contribution received from joint venture partner                                        $ 6,857,889
===========

Fund IX, X, XI, and REIT Joint Venture

On March 20, 1997, Wells Fund IX and Wells 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. A 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 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.

Following are the financial statements for the Fund IX, X, XI, and REIT Joint
Venture:

20

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, 2000 and 1999

Assets

2000              1999
------------      ------------

Real estate assets, at cost:
Land                                                                             $ 6,698,020      $  6,698,020
Building and improvements, less accumulated depreciation of $4,203,502
in 2000 and $2,792,068 in 1999                                                 28,594,768        29,878,541
-----------      -----------
Total real estate assets                                               35,292,788       36,576,561
Cash and cash equivalents                                                             1,500,044        1,146,874
Accounts receivable                                                                     422,243          554,965
Prepaid expenses and other assets                                                       487,276          526,409
-----------      -----------
Total assets                                                          $37,702,351      $38,804,809
===========      ===========

Liabilities and Partners' Capital

Liabilities:
Accounts payable and accrued liabilities                                        $   568,517      $   613,574
Refundable security deposits                                                         99,279           91,340
Due to affiliates                                                                     9,595            6,379
Partnership distributions payable                                                   931,151          804,734
-----------      -----------
Total liabilities                                                       1,608,542        1,516,027
-----------      -----------
Partners' capital:
Wells Real Estate Fund IX                                                        14,117,803       14,590,626
Wells Real Estate Fund X                                                         17,445,277       18,000,869
Wells Real Estate Fund XI                                                         3,191,093        3,308,403
Wells Operating Partnership, L.P.                                                 1,339,636        1,388,884
-----------      -----------
Total partners' capital                                                36,093,809       37,288,782
-----------      -----------
Total liabilities and partners' capital                               $37,702,351      $38,804,809
===========      ===========

21

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2000, 1999, and 1998

2000             1999            1998
----------       ----------      ----------

Revenues:
Rental income                                                        $4,198,388       $3,932,962      $2,945,980
Other income                                                            116,129           61,312               0
Interest income                                                          73,676           58,768          20,438
----------       ----------      ----------
4,388,193        4,053,042       2,966,418
----------       ----------      ----------
Expenses:
Depreciation                                                          1,411,434        1,538,912       1,216,293
Management and leasing fees                                             362,774          286,139         226,643
Operating costs, net of reimbursements                                 (154,001)         (43,501)       (140,506)
Property administration expense                                          78,420           63,311          34,821
Legal and accounting                                                     20,423           35,937          15,351
----------       ----------      ----------
1,719,050        1,880,798       1,352,602
----------       ----------      ----------
Net income                                                               $2,669,143       $2,172,244      $1,613,816
==========       ==========      ==========

Net income allocated to Wells Real Estate Fund IX                        $1,045,094       $  850,072      $  692,116
==========       ==========      ==========

Net income allocated to Wells Real Estate Fund X                         $1,288,629       $1,056,316      $  787,481
==========       ==========      ==========

Net income allocated to Wells Real Estate Fund XI                        $  236,243       $  184,355      $   85,352
==========       ==========      ==========

Net income allocated to Wells Operating Partnership, L.P.                $   99,177       $   81,501      $   48,867
==========       ==========      ==========

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2000, 1999, and 1998

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, 1997                 $  3,702,793   $  3,662,803   $         0   $         0    $  7,365,596
Net income                                   692,116        787,481        85,352        48,867       1,613,816
Partnership contributions                 11,771,312     15,613,477     2,586,262     1,480,741      31,451,792
Partnership distributions                 (1,206,121)    (1,356,622)     (150,611)      (86,230)     (2,799,584)
------------   ------------   -----------   -----------    ------------
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
============   ============   ===========   ===========    ============

22

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2000, and 1999, and 1998

2000           1999             1998
----------      ----------      ------------

Cash flows from operating activities:

Net income                                                        $2,669,143      $2,172,244      $  1,613,816
----------      ----------      ------------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation                                                1,411,434       1,538,912         1,216,293
Changes in assets and liabilities:
Accounts receivable                                        132,722        (421,708)          (92,745)
Prepaid expenses and other assets                           39,133         (85,281)         (111,818)
Accounts payable, accrued liabilities and
refundable security deposits                            (37,118)        295,177            29,967
Due to affiliates                                            3,216           1,973             1,927
----------      ----------      ------------
Total adjustments                                     1,549,387       1,329,073         1,043,624
----------      ----------      ------------
Net cash provided by operating activities             4,218,530       3,501,317         2,657,440
----------      ----------      ------------
Cash flows from investing activities:

Investment in real estate                                           (127,661)       (930,401)      (24,788,070)
----------      ----------      ------------
Cash flows from financing activities:
Distributions to joint venture partners                           (3,868,138)     (3,820,491)       (1,799,457)
Contributions received from partners                                 130,439       1,066,992        24,970,373
----------      ----------      ------------
Net cash (used in) provided by financing
activities                                       (3,737,699)     (2,753,499)       23,170,916
----------      ----------      ------------
Net increase (decrease) in cash and cash equivalents                     353,170        (182,583)        1,040,286
Cash and cash equivalents, beginning of year                           1,146,874       1,329,457           289,171
----------      ----------      ------------
Cash and cash equivalents, end of year                                $1,500,044      $1,146,874      $  1,329,457
==========      ==========      ============
Supplemental disclosure of noncash activities:

Deferred project costs contributed to joint venture               $        0      $   43,024      $  1,470,780
==========      ==========      ============

Contribution of real estate assets to joint venture               $        0      $        0      $  5,010,639
==========      ==========      ============

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.

23

Following are the financial statements for Wells/Orange County Associates:

Wells/Orange County Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 2000 and 1999

Assets
2000            1999
----------      ----------

Real estate assets, at cost:
Land                                                                                $2,187,501      $2,187,501
Building, less accumulated depreciation of $465,216 in 2000 and $278,652
in 1999                                                                           4,198,899       4,385,463
----------      ----------
Total real estate assets                                                   6,386,400       6,572,964
Cash and cash equivalents                                                                  119,038         176,666
Accounts receivable                                                                         99,154          49,679
----------      ----------
Total assets                                                              $6,604,592      $6,799,309
==========      ==========

Liabilities and Partners' Capital

Liabilities:
Accounts payable                                                                    $    1,000      $        0
Partnership distributions payable                                                      128,227         173,935
----------      ----------
Total liabilities                                                            129,227         173,935
----------      ----------
Partners' capital:
Wells Operating Partnership, L.P.                                                    2,827,607       2,893,112
Fund X and XI Associates                                                             3,647,758       3,732,262
----------      ----------
Total partners' capital                                                    6,475,365       6,625,374
----------      ----------
Total liabilities and partners' capital                                   $6,604,592      $6,799,309
==========      ==========

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2000, 1999, and 1998

2000          1999           1998
--------      --------      --------

Revenues:
Rental income                                                            $795,545      $795,545      $331,477
Interest income                                                                 0             0           448
--------      --------      --------
795,545       795,545       331,925
--------      --------      --------
Expenses:
Depreciation                                                              186,564       186,565        92,087
Management and leasing fees                                                30,915        30,360        12,734
Operating costs, net of reimbursements                                      5,005        22,229         2,288
Interest                                                                        0             0        29,472
Legal and accounting                                                        4,100         5,439         3,930
--------      --------      --------
226,584       244,593       140,511
--------      --------      --------
Net income                                                                   $568,961      $550,952      $191,414
========      ========      ========

Net income allocated to Wells Operating Partnership, L.P.                    $248,449      $240,585      $ 91,978
========      ========      ========

Net income allocated to Fund X and XI Associates                             $320,512      $310,367      $ 99,436
========      ========      ========

24

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2000, 1999, and 1998

Wells
Operating          Fund X          Total
Partnership,        and XI        Partners'
L.P.          Associates       Capital
--------------   -------------   ------------

Balance, December 31, 1997                                         $            0   $           0   $          0
Net income                                                             91,978          99,436        191,414
Partnership contributions                                           2,991,074       3,863,272      6,854,346
Partnership distributions                                            (124,435)       (145,942)      (270,377)
--------------   -------------   ------------
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
==============   =============   ============

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2000, 1999, and 1998

2000          1999          1998
----------    ----------    -----------

Cash flows from operating activities:
Net income                                                           $  568,961    $  550,952    $   191,414
----------    ----------    -----------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation                                                     186,564       186,565         92,087
Changes in assets and liabilities:
Accounts receivable                                           (49,475)      (36,556)       (13,123)
Accounts payable                                                1,000        (1,550)         1,550
----------    ----------    -----------
Total adjustments                                          138,089       148,459         80,514
----------    ----------    -----------
Net cash provided by operating activities                  707,050       699,411        271,928
----------    ----------    -----------
Cash flows from investing activities:

Investment in real estate                                                     0             0     (6,563,700)
----------    ----------    -----------
Cash flows from financing activities:
Issuance of note payable                                                      0             0      4,875,000
Payment of note payable                                                       0             0     (4,875,000)
Distributions to partners                                              (764,678)     (703,640)       (93,763)
Contributions received from partners                                          0             0      6,566,430
----------    ----------    -----------
Net cash (used in) provided by financing
activities                                            (764,678)     (703,640)     6,472,667
----------    ----------    -----------
Net (decrease) increase in cash and cash equivalents                        (57,628)       (4,229)       180,895
Cash and cash equivalents, beginning of year                                176,666       180,895              0
----------    ----------    -----------
Cash and cash equivalents, end of year                                   $  119,038    $  176,666    $   180,895
==========    ==========    ===========

Supplemental disclosure of noncash activities:

Deferred project costs contributed to joint venture                  $        0    $        0    $   287,916
==========    ==========    ===========

Wells/Fremont Associates

25

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 warehouse 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.

Following are the financial statements for Wells/Fremont Associates:

Wells/Fremont Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 2000 and 1999

Assets
2000            1999
-----------      ----------

Real estate assets, at cost:
Land                                                                                $2,219,251      $2,219,251
Building, less accumulated depreciation of $713,773 in 2000 and $428,246
in 1999                                                                           6,424,385       6,709,912
-----------      ----------
Total real estate assets                                                   8,643,636       8,929,163
Cash and cash equivalents                                                                   92,564         189,012
Accounts receivable                                                                        126,433          92,979
-----------      ----------
Total assets                                                              $8,862,633      $9,211,154
===========      ==========
Liabilities and Partners' Capital

Liabilities:
Accounts payable                                                                    $    3,016      $    2,015
Due to affiliate                                                                         7,586           5,579
Partnership distributions payable                                                       89,549         186,997
-----------      ----------
Total liabilities                                                            100,151         194,591
-----------      ----------
Partners' capital:
Wells Operating Partnership, L.P.                                                    6,791,287       6,988,210
Fund X and XI Associates                                                             1,971,195       2,028,353
-----------      ----------
Total partners' capital                                                    8,762,482       9,016,563
-----------      ----------
Total liabilities and partners' capital                                   $8,862,633      $9,211,154
===========      ==========

26

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2000, 1999, and 1998

2000           1999          1998
--------       --------      --------

Revenues:
Rental income                                                            $902,946       $902,946      $401,058
Interest income                                                                 0              0         3,896
--------       --------      --------
902,946        902,946       404,954
--------       --------      --------
Expenses:
Depreciation                                                              285,527        285,526       142,720
Management and leasing fees                                                36,787         37,355        16,726
Operating costs, net of reimbursements                                     13,199         16,006         3,364
Interest                                                                        0              0        73,919
Legal and accounting                                                        4,300          4,885         6,306
--------       --------      --------
339,813        343,772       243,035
--------       --------      --------
Net income                                                                   $563,133       $559,174      $161,919
========       ========      ========
Net income allocated to Wells Operating Partnership, L.P.                    $436,452       $433,383      $122,470
========       ========      ========
Net income allocated to Fund X and XI Associates                             $126,681       $125,791      $ 39,449
========       ========      ========

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2000, 1999, and 1998

Wells
Operating           Fund X           Total
Partnership,         and XI         Partners'
L.P.           Associates        Capital
-------------     -------------    -------------

Balance, December 31, 1997                                         $           0     $           0    $           0
Net income                                                           122,470            39,449          161,919
Partner contributions                                              7,274,075         2,083,334        9,357,409
Partnership distributions                                           (229,863)          (42,628)        (272,491)
--------------     -------------    -------------
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
==============     =============    =============

27

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2000, 1999, and 1998

2000          1999            1998
---------     ---------      -----------

Cash flows from operating activities:
Net income                                                             $ 563,133     $ 559,174      $   161,919
---------     ---------      -----------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation                                                      285,527       285,526          142,720
Changes in assets and liabilities:
Accounts receivable                                            (33,454)      (58,237)         (34,742)
Accounts payable                                                 1,001        (1,550)           3,565
Due to affiliate                                                 2,007         3,527            2,052
Total adjustments                                           255,081       229,266          113,595
---------     ---------      -----------
Net cash provided by operating activities                   818,214       788,440          275,514
---------     ---------      -----------
Cash flows from investing activities:
Investment in real estate                                                      0             0       (8,983,111)
---------     ---------      -----------
Cash flows from financing activities:
Issuance of note payable                                                       0             0        5,960,000
Payment of note payable                                                        0             0       (5,960,000)
Distributions to partners                                               (914,662)     (791,940)         (83,001)
Contributions received from partners                                           0             0        8,983,110
---------     ---------      -----------
Net cash (used in) provided by financing
activities                                             (914,662)     (791,940)       8,900,109
---------     ---------      -----------
Net (decrease) increase in cash and cash equivalents                         (96,448)       (3,500)         192,512
Cash and cash equivalents, beginning of year                                 189,012       192,512                0
---------     ---------      -----------
Cash and cash equivalents, end of year                                     $  92,564     $ 189,012      $   192,512
=========     =========      ===========
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture                    $       0     $       0      $   374,299
=========     =========      ===========

Fund XI, XII, and REIT Joint Venture

On May 1, 1999, the Operating Partnership entered into a joint venture with
Wells Fund XII and Wells Fund XI. On May 18, 1999, the joint venture purchased a
169,510-square-foot, two-story manufacturing and office building, known as EYBL
CarTex, 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.

28

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, 2000 and 1999

Assets

2000            1999
-----------      -----------

Real estate assets, at cost:
Land                                                                             $ 5,048,797      $ 5,048,797
Building and improvements, less accumulated depreciation of
$1,599,262 in 2000 and $506,582 in 1999                                        25,719,189       26,811,869
-----------      -----------
Total real estate assets                                                30,767,986       31,860,666
Cash and cash equivalents                                                                541,089          766,278
Accounts receivable                                                                      394,314          133,777
Prepaid assets and other expenses                                                         26,486           26,486
-----------      -----------
Total assets                                                           $31,729,875      $32,787,207
===========      ===========

Liabilities and Partners' Capital

Liabilities:
Accounts payable                                                                 $   114,180      $   112,457
Partnership distributions payable                                                    453,395          680,294
-----------      -----------
Total liabilities                                                          567,575          792,751
-----------      -----------
Partners' capital:
Wells Real Estate Fund XI                                                          8,148,261        8,365,852
Wells Real Estate Fund XII                                                         5,325,424        5,467,634
Wells Operating Partnership, L.P.                                                 17,688,615       18,160,970
-----------      -----------
Total partners' capital                                                 31,162,300       31,994,456
-----------      -----------
Total liabilities and partners' capital                                $31,729,875      $32,787,207
===========      ===========

29

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2000 and 1999

2000            1999
----------      ----------

Revenues:
Rental income                                                                       $3,345,932      $1,443,446
Interest income                                                                          2,814               0
Other income                                                                               440              57
----------      ----------
3,349,186       1,443,503
----------      ----------
Expenses:
Depreciation                                                                         1,092,680         506,582
Management and leasing fees                                                            157,236          59,230
Operating costs, net of reimbursements                                                 (24,798)          6,433
Property administration                                                                 30,787          14,185
Legal and accounting                                                                    14,725           4,000
----------      ----------
1,270,630         590,430
----------      ----------
Net income                                                                              $2,078,556      $  853,073
==========      ==========

Net income allocated to Wells Real Estate Fund XI                                       $  543,497      $  240,031
==========      ==========

Net income allocated to Wells Real Estate Fund XII                                      $  355,211      $  124,542
==========      ==========

Net income allocated to Wells Operating Partnership, L.P.                               $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, 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
==========      ==========      ============       ===========

30

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2000 and 1999

2000             1999
-----------       -----------

Cash flows from operating activities:
Net income                                                                       $ 2,078,556       $   853,073
-----------       -----------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation                                                                1,092,680           506,582
Changes in assets and liabilities:
Accounts receivable                                                       (260,537)         (133,777)
Prepaid expenses and other assets                                                0           (26,486)
Accounts payable                                                             1,723           112,457
-----------       -----------
Total adjustments                                                       833,866           458,776
-----------       -----------
Net cash provided by operating activities                             2,912,422         1,311,849
-----------       -----------
Cash flows from financing activities:
Distributions to joint venture partners                                           (3,137,611)         (545,571)
-----------       -----------
Net (decrease) increase in cash and cash equivalents                                    (225,189)          766,278
Cash and cash equivalents, beginning of year                                             766,278                 0
-----------       -----------
Cash and cash equivalents, end of year                                               $   541,089       $   766,278
===========       ===========
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture                              $         0       $ 1,294,686
===========       ===========

Contribution of real estate assets to joint venture                              $         0       $31,072,562
===========       ===========

Fund XII and REIT Joint Venture

On May 10, 2000, the Operating Partnership entered into a joint venture with
Wells 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.

31

Following are the financial statements for Fund XII and REIT Joint Venture:

Fund XII and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheet
December 31, 2000

Assets

Real estate assets, at cost:
Land                                                                                   $ 4,420,405
Building and improvements, less accumulated depreciation of $324,732                    26,004,918
-----------
Total real estate assets                                                      30,425,323
Cash and cash equivalents                                                                      207,475
Accounts receivable                                                                            130,490
-----------
Total assets                                                                 $30,763,288
===========

Liabilities and Partners' Capital

Liabilities:
Partnership distributions payable                                                      $   208,261
-----------
Partners' capital:
Wells Real Estate Fund XII                                                              16,242,127
Wells Operating Partnership, L.P.                                                       14,312,900
-----------
Total partners' capital                                                       30,555,027
-----------
Total liabilities and partners' capital                                      $30,763,288
===========

Fund XII and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Income
for the Period From Inception (May 10, 2000)
Through December 31, 2000

Revenues:
Rental income                                                                             $974,796
Interest income                                                                              2,069
--------
976,865
--------
Expenses:
Depreciation                                                                               324,732
Management and leasing fees                                                                 32,756
Partnership administration                                                                   3,917
Operating costs, net of reimbursements                                                       1,210
--------
362,615
--------
Net income                                                                                    $614,250
========

Net income allocated to Wells Real Estate Fund XII                                            $309,190
========

Net income allocated to Wells Operating Partnership, L.P.                                     $305,060
========

32

Fund XII and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Partners' Capital
for the Period From Inception (May 10, 2000)
Through December 31, 2000

Wells Real           Wells                Total
Estate           Operating            Partners'
Fund XII      Partnership, L.P.         Capital
------------    -----------------       ------------

Balance, May 10, 2000                                          $         0         $         0        $          0
Net income                                                     309,190             305,060             614,250
Partnership contributions                                   16,340,885          14,409,170          30,750,055
Partnership distributions                                     (407,948)           (401,330)           (809,278)
------------    ----------------        ------------
Balance, December 31, 2000                                     $16,242,127         $14,312,900        $ 30,555,027
============    ================        ============

Fund XII and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Cash Flows
for the Period From Inception (May 10, 2000)
Through December 31, 2000

Cash flows from operating activities:
Net income                                                                                        $    614,250
------------
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation                                                                                        324,732
Changes in assets and liabilities:
Accounts receivable                                                                            (130,490)
------------
Total adjustments                                                                            194,242
------------
Net cash provided by operating activities                                                    808,492
------------
Cash flows from investing activities:

Investment in real estate                                                                          (29,520,043)
------------
Cash flows from financing activities:
Distributions to joint venture partners                                                               (601,017)
Contributions received from partners                                                                29,520,043
------------
Net cash provided by financing activities                                                 28,919,026
------------
Net increase in cash and cash equivalents                                                                  207,475
Cash and cash equivalents, beginning of year                                                                     0
------------
Cash and cash equivalents, end of year                                                                $    207,475
============
Supplemental disclosure of non cash activities:
Deferred project costs contributed to joint venture                                               $  1,230,012
============

33

6.     INCOME TAX BASIS NET INCOME AND PARTNERS' CAPITAL

The Operating Partnership's income tax basis net income for the years ended
December 31, 2000 and 1999 are calculated as follows:

2000             1999
-----------       ----------

Financial statement net income                                                        $ 8,552,967       $3,884,649
Increase (decrease) in net income resulting from:
Depreciation expense for financial reporting purposes in excess of
amounts for income tax purposes                                                  3,511,353          739,963
Rental income accrued for financial reporting purposes in excess of
amounts for income tax purposes                                                 (1,822,220)        (802,309)
Expenses deductible when paid for income tax purposes, accrued for
financial reporting purposes                                                        37,675           49,906
-----------       ----------
Income tax basis net income                                                           $10,279,775       $3,872,209
===========       ==========

The Operating Partnership's income tax basis partners' capital at December 31,
2000 and 1999 is computed as follows:

2000               1999
------------       ------------

Financial statement partners' capital                                            $265,341,612       $116,015,595
Increase (decrease) in partners' capital resulting from:
Depreciation expense for financial reporting purposes in excess of
amounts for income tax purposes                                              4,543,602            822,581
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                                (2,647,246)          (837,736)
Accumulated expenses deductible when paid for income tax purposes,
accrued for financial reporting purposes                                        89,215             51,540
Dividends payable                                                               1,025,010          2,166,701
1999 True-up adjustment                                                          (222,378)                 0
------------       ------------
Income tax basis partners' capital                                               $281,026,127       $131,114,993
============       ============

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, 2000 is as
follows:

Year ended December 31:
2001                                 $ 42,753,778
2002                                   43,073,142
2003                                   43,776,297
2004                                   44,836,991
2005                                   42,926,909
Thereafter                                176,795,438
------------
$394,162,555
============

One tenant contributed 13% of rental income for the year ended December 31,
2000. In addition, two tenants will contribute 13%, 16%, and 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, 2000 is as follows:

34

Year ended December 31:
2001                                      $1,234,309
2002                                       1,287,119
2003                                       1,287,119
2004                                         107,260
----------
$3,915,807
==========

Two tenants contributed 52% and 48% of rental income for the year ended December
31, 2000. In addition, one tenant will contribute 100% of future minimum rental
income.

The future minimum rental income due from Fund IX, X, XI, and REIT Joint Venture
under noncancelable operating leases at December 31, 2000 is as follows:

Year ended December 31:
2001                                    $  4,413,780
2002                                       3,724,218
2003                                       3,617,437
2004                                       3,498,478
2005                                       2,482,821
Thereafter                                     5,436,524
------------
$ 23,173,258
============

Four tenants contributed 25%, 24%, 13%, and 13% of rental income for the year
ended December 31, 2000. In addition, four tenants will contribute 38%, 21%,
20%, and 19% of future minimum rental income.

The future minimum rental income due Wells/Orange County Associates under
noncancelable operating leases at December 31, 2000 is as follows:

Year ended December 31:
2001                                     $   809,580
2002                                         834,888
2003                                         695,740
-----------
$ 2,340,208
===========

One tenant contributed 100% of rental income for the year ended December 31,
2000 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, 2000 is as follows:

Year ended December 31:
2001                                     $   869,492
2002                                         922,444
2003                                         950,118
2004                                         894,832
-----------
$ 3,636,886
===========

35

One tenant contributed 100% of rental income for the year ended December 31,
2000 and will contribute 100% of future minimum rental income.

The future minimum rental income due from Fund XI, XII, and REIT under
noncancelable operating leases at December 31, 2000 is as follows:

Year ended December 31:
2001                                    $  3,135,340
2002                                       2,598,606
2003                                       2,946,701
2004                                       3,445,193
2005                                       3,495,155
Thereafter                                     6,169,579
------------
$ 21,790,574
============

Four tenants contributed approximately 30%, 24%, 23%, and 15% of rental income
for the year ended December 31, 2000. In addition, four tenants will contribute
approximately 28%, 27%, 26%, and 19% of future minimum rental income.

The future minimum rental income due Fund XII and REIT under noncancelable
operating leases at December 31, 2000 is as follows:

Year ended December 31:
2001                                    $  2,888,084
2002                                       2,920,446
2003                                       2,952,809
2004                                       2,985,172
2005                                       3,017,534
Thereafter                                    13,650,288
------------
$ 28,414,333
============

One tenant contributed approximately 86% of rental income for the year ended
December 31, 2000. In addition, two tenants will contribute approximately 49%
and 45% of future minimum rental income.

8.      NOTES PAYABLE

As of December 31, 2000, the Operating Partnership's notes payable included the
following:

Note payable to Bank of America; interest at LIBOR plus 200 basis points,
principal and interest payable monthly; due March 31, 2001;
collateralized by the Operating Partnership's interests in the AT&T
Building, the AT&T Call Center Buildings, the Matsushita Building, the
Motorola South Plainfield Building, and the Marconi Building                     $   14,300,150

Note payable to Bank of America; interest at LIBOR plus 200 basis points;
principal and interest payable monthly; due January 4, 2002                             112,937

Note payable to Guaranty Federal Bank; interest at LIBOR plus 180 basis
points; principal and interest payable monthly; due December 20, 2001;
collateralized by the Operating Partnership's interest in the Stone &

Webster Building                                                                     32,400,000

Note payable to Cardinal Capital, Inc.; interest at 6%; principal and
interest payable monthly; due March 31, 2001; collateralized by the
Operating Partnership's interest in the Stone & Webster Building                 $    3,000,000

36

Note payable to Richter-Schroeder Company, Inc.; interest at LIBOR plus
175 basis points; principal and interest payable monthly; due January 31,
3003; collateralized by the Operating Partnership's interest in the
Metris Oklahoma Building                                                              8,000,000

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 Alstom Power Richmond Building, the
Avaya Building, the Motorola Tempe Building, and the
PricewaterhouseCoopers Building                                                      69,850,100
------------
Total                                                                $127,663,187
============

The contractual maturities of the Operating Partnerhip's notes payable are as
follows as of December 31, 2000:

2001                                               $101,472,657
2002                                                 25,856,779
2003                                                    333,751
------------
Total                                $127,663,187
============

9.       COMMITMENTS AND CONTINGENCIES

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.

10.      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 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.

37

A summary of the Company's stock option activity during 2000 and 1999 is as
follows:

Exercise
Number         Price
------       ---------

Outstanding at December 31, 1998                                                0         $  0
Granted                                                                17,500           12
------         ----
Outstanding at December 31, 1999                                           17,500           12
Granted                                                                 7,000           12
------         ----
Outstanding at December 31, 2000                                           24,000         $ 12
======         ====

Outstanding options exercisable as of December 31, 2000                     7,000         $ 12
======         ====

For SFAS No. 123 purposes, the fair value of each stock option for 2000 and 1999
has been estimated as of the date of the grant using the minimum value method.
The weighted average risk-free interest rates assumed for 2000 and 1999 were
6.45% and 5.97%, respectively. Dividend yields of 7.3% were assumed for both
years. The expected life of an option was assumed to be 4 years and 5 years for
2000 and 1999, respectively. Based on these assumptions, the fair value of the
options granted during 2000 and 1999 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
and 3% of the average common shares outstanding during the preceding year (the
"limitations"). During 2000, the Company's Board of Directors authorized
$2,436,495 in common stock repurchases. Accordingly, the Company repurchased
142,297 of its own common shares at an aggregate cost of $1,412,969. These
transactions were funded with cash on hand and did not exceed either of the
limitations.

11.      QUARTERLY RESULTS (UNAUDITED)

Presented below is a summary of the unaudited quarterly financial information
for the years ended December 31, 2000 and 1999:

2000 Quarters Ended
----------------------------------------------------------------
March 31         June 30         September 30        December 31
--------         -------         ------------        -----------

Revenues                                          $3,710,409       $5,537,618        $6,586,611         $7,638,568
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

1999 Quarters Ended
----------------------------------------------------------------
March 31         June 30         September 30        December 31
--------         -------         ------------        -----------

Revenues                                         $   988,000      $1,204,938         $1,803,352         $2,499,105
Net income                                           393,438         601,975          1,277,019          1,612,217
Basic and diluted earnings per share             $      0.10      $     0.09         $     0.18         $     0.13
Dividends per share                                     0.17            0.17               0.18               0.18

38

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.") All of the Wells Public Programs,
except for the Wells REIT, have used substantial amounts of 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
"Prior Performance Summary" section of this prospectus.

Investors in the Wells REIT will not own any interest in 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. As described above, no Wells Public Program has sold or
disposed of any property held by it. 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.

39

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,
1997. 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, 2000.

Wells Real          Wells Real      Wells Real Estate
Estate Fund         Estate Fund        Investment
X, L.P.            XI, L.P.          Trust, Inc.
-------            --------          -----------

Dollar Amount Raised                           $  27,128,912/(4)/  $ 16,532,802/(5)/ $ 307,411,112/(5)/
=============       ============      =============

Percentage Amount Raised                               100%/(4)/          100%/(5)/          100%/(5)/

Less Offering Expenses
Underwriting Fees                                   10.0%               9.5%               9.5%
Organizational Expenses                              5.0%               3.0%               3.0%
Reserves/(1)/                                          0.0%               0.0%               0.0%
----               ----               ----
Percent Available for Investment                    85.0%              87.5%              87.5%

Acquisition and Development Costs
Prepaid Items and Fees related to
Purchase of Property                              5.4%               0.0%               0.5%
Cash Down Payment                                   60.5%              84.0%              73.8%
Acquisition Fees/(2)/                                4.0%               3.5%               3.5%
Development and Construction Costs                  14.1%               0.0%               9.7%

Reserve for Payment of Indebtedness                    0.0%               0.0%               0.0%
----               ----               ----
Total Acquisition and Development Cost                84.0%              87.5%              87.5%

Percent Leveraged                                      0.0%               0.0%              30.9%
====               ====               ====

Date Offering Began                                12/31/96             12/31/97           01/30/98

Length of Offering                                    12 mo.              12 mo.               35mo.

Months to Invest 90% of Amount Available
for Investment (Measured from Beginning of            19 mo.              20 mo.               21mo.
Offering)

Number of Investors as of 12/31/00                    1,812                1,341              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 X, L.P. closed its offering on
December 30, 1997, and the total dollar amount raised was $27,128,912.
(4)    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.
(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.

40

TABLE II
(UNAUDITED)
COMPENSATION TO SPONSOR

The following sets forth the compensation received by Wells Capital 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, 1997. All figures are as of
December 31, 2000.

Wells Real
Wells Real     Wells Real     Estate         Other
Estate Fund    Estate Fund  Investment       Public
X, L.P.       XI, L.P.    Trust, Inc./(1)/ Programs/(2)/
-------       --------    ---------------- -------------

Date Offering Commenced                           12/31/96      12/31/97          01/30/98               --

Dollar Amount Raised                           $  27,128,912  $  16,532,802    $ 307,411,112  $ 241,241,095
To Sponsor from Proceeds of Offering:
Underwriting Fees/(3)/                       $     260,748  $     151,911    $   3,076,844  $   1,233,722
Acquisition Fees
Real Estate Commissions                                --             --               --             --
Acquisition and Advisory Fees/(4)/          $   1,085,157  $     578,648    $  10,759,389  $  11,559,399

Dollar Amount of Cash Generated from
Operations
Before Deducting Payments to Sponsor/(5)/     $   6,317,750  $   2,258,811    $  20,419,727  $  50,226,112

Amount Paid to Sponsor from Operations:
Property Management Fee/(2)/                  $     186,223  $      59,759    $     664,993  $   1,869,215
Partnership Management Fee                               --             --               --             --
Reimbursements                                $     155,940  $     109,640    $     321,593  $   1,871,038
Leasing Commissions                           $     256,922  $      71,051    $     664,993  $   2,099,939
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. and Wells Real Estate
Fund IX, 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, 2000, the amount of such
deferred fees due the general partners totaled $2,520,040.
(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.
(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 $140,562 in net cash provided by operating activities, $5,578,104
in distributions to limited partners and $599,084 in payments to sponsor
for Wells Real Estate Fund X, L.P.; $(82,877) in net cash used by
operating activities, $2,11,238 in distributions to limited partners and
$240,450 in payments to

41

sponsor for Wells Real Estate Fund XI, L.P.; $11,052,365 in net cash
provided by operating activities, $20,880,495 in dividends and $1,651,579
in payments to sponsor for Wells Real Estate Investment Trust, Inc.; and
$1,903,465 in net cash provided by operating activities, $42,482,455 in
distributions to limited partners and $5,840,192 in payments to sponsor
for other public programs.

42

TABLE III
(UNAUDITED)

The following six tables set forth operating results of Wells Public
Programs the offerings of which have been completed since December 31, 1995. The
information relates only to public programs with investment objectives similar
to those of Wells Fund XIII. All figures are as of December 31 of the year
indicated.

43

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND VII, L.P.

2000          1999           1998          1997          1996
----          ----           ----          ----          ----

Gross Revenues/(1)/                                             $  961,858  $    982,630   $   846,306   $   816,237   $  543,291
Profit on Sale of Properties                                            --            --            --            --           --
Less: Operating Expenses/(2)/                                       78,876        85,273        85,722        76,838       84,265
Depreciation and Amortization/(3)/                                --         1,562         6,250         6,250        6,250
----------     ---------     ----------    ---------    ---------
Net Income GAAP Basis/(4)/                                      $  882,982  $    895,795   $   754,334   $   733,149   $  452,776
=========     =========     =========    =========
Taxable Income: Operations                                      $1,173,394  $  1,255,666   $ 1,109,096   $ 1,008,368   $  657,443
=========     =========     =========    =========
Cash Generated (Used By):
Operations                                                        (60,735)      (82,763)      (72,194)      (43,250)      20,883
Joint Ventures                                                  1,921,437     1,777,010     1,770,742     1,420,126      760,628
---------     ---------     ---------     ---------    ---------
1,860,702  $  1,694,247   $ 1,698,548   $ 1,376,876   $  781,511
Less Cash Distributions to Investors:
Operating Cash Flow                                             1,860,702     1,688,290     1,636,158     1,376,876      781,511
Return of Capital                                                      --            --            --         2,709       10,805
Undistributed Cash Flow from Prior Year Operations                 26,481            --            --           --            --
----------     ---------     ---------     ---------    ---------
Cash Generated (Deficiency) after Cash Distributions               (26,481) $      5,957        62,390   $    (2,709)  $  (10,805)

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                                         --            --            --            --           --
Increase in Limited Partner Contributions                             --  $         --   $        --   $        --   $       --
----------     ---------     ---------     ---------    ---------
(26,481) $      5,957   $    62,390   $    (2,709)  $  (10,805)
Use of Funds:
Sales Commissions and Offering Expenses                                --            --            --            --           --
Return of Original Limited Partner's Investment                        --            --            --            --           --
Property Acquisitions and Deferred Project Costs                        0             0       181,070       169,172      736,960
----------     ---------   -----------     ---------    ---------
Cash Generated (Deficiency) after Cash
Distributions and Special Items                                $  (26,481) $      5,957   $  (118,680)  $  (171,881)  $ (747,765)
==========     =========   ===========     =========    =========

Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                             63            93             85           86           62
- Operations Class B Units                                           (107)         (248)          (224)        (168)         (98)
Capital Gain (Loss)                                                    --            --             --           --           --
Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                            90            89             82           78           55
- Operations Class B Units                                          (178)         (144)          (134)        (111)         (58)
Capital Gain (Loss)                                                   --            --             --           --           --
Cash Distributions to Investors:                                                    (144)
Source (on GAAP Basis)                                                                --
- Investment Income Class A Units                                       63                           81           70           43
- Return of Capital Class A Units                                       29                           --           --           --
- Return of Capital Class B Units                                       --            83             --           --           --
Source (on Cash Basis)                                                                --
- Operations Class A Units                                              91            --             81           70           42
- Return of Capital Class A Units                                        1                           --           --            1
- Operations Class B Units                                              --                           --           --           --
Source (on a Priority Distribution Basis)/(5)/                                        83
- Investment income Class A Units                                       74            --             65           54           29
- Return of Capital Class A Units                                       18            --             16           16           14
- 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%

44

(1)  Includes $457,144 in equity in earnings of joint ventures and $86,147
from investment of reserve funds in 1996, $785,398 in equity in earnings
of joint ventures and $30,839 from investment of reserve funds in 1997,
$839,037 in equity in earnings of joint ventures and $7,269 from
investment of reserve funds in 1998, $981,104 in equity in earnings of
joint ventures and $1,526 from investment of reserve funds in 1999 and
$944,165 in equity in earnings of joint ventures and $17,693 from
investment of reserve funds in 2000. As of December 31, 2000, the leasing
status was 98.7% 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 $140,533 for 1995, $605,247 for 1996, $877,869 for 1997,
$955,245 for 1998, $982,052 for 1999, and $957,862 for 2000.
(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $1,062,605 to Class A Limited
Partners, $(609,829) to Class B Limited Partners and $0 to the General
Partners for 1996; $1,615,965 to class A Limited Partners, $(882,816) to
Class B Limited Partners and $0 to the General Partners for 1997;
$1,704,213 to Class A Limited Partners, $(949,879) to Class B Limited
Partners and $0 to the General Partners for 1998; $1,879,410 to Class A
Limited Partners, $(983,615) to Class B Limited Partners and $0 to the
General Partners for 1999, and $1,286,161 to Class A Limited Partners,
$(403,179) to Class B Limited Partners and $0 to the General Partners for
2000.
(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, 2000, the aggregate
amount of such priority distributions payable to Class B Limited Partners
totaled $2,053,320.

45

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND VIII, L.P.

2000            1999            1998          1997            1996
----            ----            ----          ----            ----

Gross Revenues/(1)/                                 $ 1,373,795    $  1,360,497    $  1,362,513   $  1,204,018   $  1,057,694
Profit on Sale of Properties                                 --              --              --             --             --
Less: Operating Expenses/(2)/                            85,732          87,301          87,092         95,201        114,854
Depreciation and Amortization/(3)/                      0           6,250           6,250          6,250          6,250
-----------    ------------    ------------   ------------   ------------
Net Income GAAP Basis/(4)/                            1,288,063    $  1,266,946    $  1,269,171   $  1,102,567    $   936,590
===========    ============    ============   ============   ============
Taxable Income: Operations                            1,707,431    $  1,672,844    $  1,683,192   $  1,213,524    $ 1,001,974
===========    ============    ============   ============   ============
Cash Generated (Used By):
Operations                                             (68,968)        (87,298)        (63,946)         7,909        623,268
Joint Ventures                                       2,474,151       2,558,623       2,293,504      1,229,282        279,984
-----------    ------------    ------------   ------------   ------------
$ 2,405,183    $  2,471,325    $  2,229,558   $  1,237,191    $   903,252
Less Cash Distributions to Investors:
Operating Cash Flow                                  2,405,183       2,379,215       2,218,400      1,237,191        903,252
Return of Capital                                           --              --              --        183,315          2,443
Undistributed Cash Flow from Prior Year
Operations                                             82,180              --              --             --        225,077
-----------    ------------    ------------   ------------   ------------
Cash Generated (Deficiency) after Cash
Distributions                                      $   (82,180)   $     92,110    $     11,158   $   (183,315)   $  (227,520)

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                              --              --              --             --             --
Increase in Limited Partner Contributions/(5)/             --              --              --             --      1,898,147
-----------    ------------    ------------   ------------   ------------
$   (82,180)   $     92,110    $     11,158   $   (183,315)  $  1,670,627

Use of Funds:
Sales Commissions and Offering Expenses                     --              --              --             --        464,760
Return of Limited Partner's Investment                      --              --              --          8,600             --
Property Acquisitions and Deferred Project Costs             0               0       1,850,859     10,675,811      7,931,566
-----------    ------------    ------------   ------------   ------------
Cash Generated (Deficiency) after Cash
Distributions and Special Items                    $   (82,180)   $     92,110    $ (1,839,701)  $(10,867,726)  $ (6,725,699)
===========    ============    ============   ============   ============
Net Income and Distributions Data per $1,000
Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                 84              91              91             73             46
- Operations Class B Units                               (219)           (247)           (212)          (150)           (47)
Capital Gain (Loss)                                        --              --              --             --             --

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                 89              88              89             65             46
- Operations Class B Units                               (169)            154            (131)           (95)           (33)
Capital Gain (Loss)                                        --              --              --             --             --

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                          83              87              83             54             43
- Return of Capital Class A Units                           7              --              --             --             --
- Return of Capital Class B Units                          --              --              --             --             --
Source (on Cash Basis)
- Operations Class A Units                                 87              87              83             47             43
- Return of Capital Class A Units                           3              --              --              7              0
- Operations Class B Units                                 --              --              --             --             --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units                          73              70              69             42             33
- Return of Capital Class A Units                          17              17              16             12             10
- 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%

46

(1)  Includes $241,819 in equity in earnings of joint ventures and $815,875 from
investment of reserve funds in 1996, $1,034,907 in equity in earnings of
joint ventures and $169,111 from investment of reserve funds in 1997,
$1,346,367 in equity in earnings of joint ventures and $16,146 from
investment of reserve funds in 1998, $1,360,494 in equity in earnings of
joint ventures and $3 from investment of reserve funds in 1999 and
$1,363,174 in equity in earnings of joint ventures and $10,621 from
investment of reserve funds in 2000. As of December 31, 2000, 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 $265,259 for 1996, $841,666 for 1997, $1,157,355 for 1998,
$1,209,171 for 1999 and $1,173,630 for 2000.
(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $1,207,540 to Class A Limited
Partners, $(270,653) to Class B Limited Partners and $(297) to the General
Partners for 1996; $1,947,536 to Class A Limited Partners, $(844,969) to
Class B Limited Partners and $0 to the General Partners for 1997;
$2,431,246 to Class A Limited Partners, $(1,162,075) to Class B Limited
Partners and $0 to the General Partners for 1998; $2,481,559 to Class A
Limited Partners, $(1,214,613) to Class B Limited Partners and $0 to the
General Partners for 1999, and $2,294,288 to Class A Limited Partners,
$(1,006,225) to Class B Limited Partners and $0 to the General Partners for
2000.
(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, 2000, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$1,940,951.

47

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS

WELLS REAL ESTATE FUND IX, L.P.

2000            1999           1998          1997           1996
----            ----           ----          ----           ----

Gross Revenues/(1)/                                    $1,836.768    $1,593,734     $ 1,561,456   $  1,199,300  $   406,891
Profit on Sale of Properties                                   --            --              --             --           --
Less:    Operating Expenses/(2)/                           78,092        90,903         105,251        101,284      101,885
Depreciation and Amortization/(3)/                         0        12,500           6,250          6,250        6,250
----------    ----------     -----------   ------------  -----------
Net Income GAAP Basis/(4)/                             $1,758,676    $1,490,331     $ 1,449,955   $  1,091,766  $   298,756
==========    ==========     ===========   ============  ===========
Taxable Income: Operations                             $2,147,094    $1,924,542     $ 1,906,011   $  1,083,824  $   304,552
==========    ==========     ===========   ============  ===========
Cash Generated (Used By):
Operations                                           $  (66,145)   $  (94,403)    $    80,147   $    501,390  $   151,150
Joint Ventures                                        2,831,329     2,814,870       2,125,489        527,390           --
----------    ----------     -----------   ------------  -----------
$2,765,184    $2,720,467     $ 2,205,636   $  1,028,780  $   151,150
Less Cash Distributions to Investors:
Operating Cash Flow                                   2,707,684     2,720,467       2,188,189      1,028,780      149,425
Return of Capital                                            --        15,528              --         41,834           --
Undistributed Cash Flow From Prior Year Operations           --        17,447              --          1,725           --
----------    ----------     -----------   ------------  -----------
Cash Generated (Deficiency) after Cash Distributions   $   57,500    $  (32,975)    $    17,447   $    (43,559) $     1,725

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                               --            --              --             --           --
Increase in Limited Partner Contributions                   --            --              --             --   35,000,000
----------    ----------     -----------   ------------  -----------
$   57,500    $  (32,975)    $    17,447   $    (43,559) $35,001,725
Use of Funds:
Sales Commissions and Offering Expenses                      --            --              --        323,039    4,900,321
Return of Original Limited Partner's Investment              --            --              --            100           --
Property Acquisitions and Deferred Project Costs         44,357       190,853       9,455,554     13,427,158    6,544,019
----------    ----------      ----------   ------------  -----------
Cash Generated (Deficiency) after Cash Distributions
and Special Items                                      $   13,143    $ (223,828)    $(9,438,107)  $(13,793,856) $23,557,385
==========    ==========     ===========   ============  ===========

Net Income and Distributions Data per $1,000
Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                  93            89              88             53           28
- Operations Class B Units                                (267)         (272)           (218)           (77)         (11)
Capital Gain (Loss)                                         --            --              --             --           --

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                  91            86              85             46           26
- Operations Class B Units                                (175)         (164)           (123)           (47)         (48)
Capital Gain (Loss)                                         --            --              --             --           --

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                             87            88              73             36           13
- Return of Capital Class A Units                             --             2              --             --           --
- Return of Capital Class B Units                             --            --              --             --           --
Source (on Cash Basis)
- Operations Class A Units                                    87            89              73             35           13
- Return of Capital Class A Units                             --             1              --              1           --
- Operations Class B Units                                    --            --              --             --           --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units                             76            77              61             29           10
- Return of Capital Class A Units                             11            13              12              7            3
- 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

(1)  Includes $23,077 in equity in earnings of joint ventures and $383,884 from
investment of reserve funds in 1996, and $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

48

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. As of December 31, 2000, 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 $25,286 for 1996, $469,126 for 1997, $1,143,407 for 1998,
$1,210,939 for 1999, and $1,100,915 for 2000.
(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $330,270 to Class A Limited
Partners, $(31,220) to Class B Limited Partners and $(294) to the General
Partners for 1996; $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, and $2,858,806 to the Class A Limited Partners,
$(1,100,130) to Class B Limited Partners and $0 to the General Partners for
2000.
(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, 2000, the aggregate amount of such priority
distributions payable to Class B Limited Partners totaled $1,332,403.

49

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS

WELLS REAL ESTATE FUND X, L.P.

2000               1999             1998          1997             1996
----               ----             ----          ----             ----

Gross Revenues/(1)/                                    $1,557,518       $ 1,309,281      $  1,204,597    $   372,507          N/A
Profit on Sale of Properties                                   --                --                --             --
Less:    Operating Expenses/(2)/                           81,338            98,213            99,034         88,232
Depreciation and Amortization/(3)/                         0            18,750            55,234          6,250
----------       -----------      ------------    -----------
Net Income GAAP Basis/(4)/                             $1,476,180       $ 1,192,318      $  1,050,329    $   278,025
==========       ===========      ============    ===========
Taxable Income: Operations                             $1,692,792       $ 1,449,771      $  1,277,016    $   382,543
==========       ===========      ============    ===========
Cash Generated (Used By):
Operations                                              (59,595)          (99,862           300,019        200,668
Joint Ventures                                        2,192,397         2,175,915           886,846             --
----------       -----------      ------------    -----------
$2,132,802       $ 2,076,053      $  1,186,865    $   200,668
Less Cash Distributions to Investors:

Operating Cash Flow                                   2,103,260         2,067,801         1,186,865             --
Return of Capital                                            --                --            19,510             --
Undistributed Cash Flow From Prior Year Operations           --                --           200,668             --
----------       -----------      ------------    -----------
Cash Generated (Deficiency) after Cash Distributions   $   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
----------       ----------       ------------    -----------
$   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         81,022                0         17,613,067      5,188,485
----------       ----------       ------------    -----------
Cash Generated (Deficiency) after Cash Distributions
and Special Items                                      $  (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)                                     104               97                 85             28
- Operations Class A Units                                (159)            (160)              (123)            (9)
- Operations Class B Units                                  --               --                 --             --
Capital Gain (Loss)

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                  98               92                 78             35
- Operations Class B Units                                (107)            (100)               (64)             0
Capital Gain (Loss)                                         --               --                 --             --

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                             94               95                 66             --
- Return of Capital Class A Units                             --               --                 --             --
- Return of Capital Class B Units                             --               --                 --             --
Source (on Cash Basis)
- Operations Class A Units                                    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                             74               71                 48             --
- Return of Capital Class A Units                             20               24                 18             --
- 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

50

(1)  Includes $(10,035) in equity in earnings of joint ventures and $382,542
from investment of reserve funds in 1997, and $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, and 1,547,664 in equity in earnings of
joint ventures and $9,854 from investment of reserve funds in 2000. As of
December 31, 2000, 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, and
$816,544 for 2000.
(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, and $2,292,724 to Class A
Limited Partners, $(816,544) to Class B Limited Partners and $0 to the
General Partners for 2000.
(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, 2000, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$1,354,118.

51

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND XI, L.P.

2000            1999           1998          1997    1996
----            ----           ----          ----    ----

Gross Revenues/(1)/                                                 $   975,850    $    766,586   $    262,729          N/A     N/A
Profit on Sale of Properties                                                 --              --             --
Less: Operating Expenses/(2)/                                            79,861         111,058        113,184
Depreciation and Amortization/(3)/                                     --          25,000          6,250
----------    ----------
Net Income GAAP Basis/(4)/                                          $   895,989    $    630,528   $    143,295
-----------    ============   ============
Taxable Income: Operations                                          $   944,775    $    704,108   $    177,692
===========    ============   ============
Cash Generated (Used By):
Operations                                                            (72,925)         40,906        (50,858)
Joint Ventures                                                      1,333,337         705,394        102,662
------------   ------------
$ 1,260,412    $    746,300   $     51,804
Less Cash Distributions to Investors:
Operating Cash Flow                                                  1,205,303         746,300         51,804
Return of Capital                                                           --          49,761         48,070
Undistributed Cash Flow From Prior Year Operations                          --              --             --
-----------    ------------   -------------
Cash Generated (Deficiency) after Cash Distributions                $    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
-----------    ------------   ------------
$    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                                                      $    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                                                 103              77             50
- Operations Class B Units                                                (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                                                  97              71             18
- Operations Class B Units                                                (112)            (73)           (17)
Capital Gain (Loss)                                                         --              --             --

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                                            90              60              8
- Return of Capital Class A Units                                            --              --             --
- Return of Capital Class B Units                                            --              --             --
Source (on Cash Basis)
- Operations Class A Units                                                   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                                            69              46              6
- Return of Capital Class A Units                                            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                     100%
in the Table

52

(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
and $967,900 in equity in earnings of joint ventures and $7,950 from
investment of reserve funds in 2000. As of December 31, 2000, 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, and $485,558 for
2000.
(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, and
$1,381,547 to Class A Limited Partners, $(485,558) to Class B Limited
Partners and $0 to General Partners for 2000.
(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, 2000, the aggregate
amount of such priority distributions payable to Class B Limited Partners
totaled $493,292.

53

TABLE V (UNAUDITED)
SALES OR DISPOSAL 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,
2000.

Excess
(Deficiency)
Of Property
Operating
Cost Of         Cash
Properties     Receipts
Date      Date                                                                            Including        Over
Acquired     Of               Selling Price, Net Of                                        Closing And       Cash
Property                   Sale        Closing Costs And GAAP Adjustments                                  Soft Costs   Expenditures
====================================================================================================================================

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/1/    Financing   Closing And    Total
Back By                                         Soft Costs/2/
Program
====================================================================================================================================

3875           12/1/85    08/31/00  $704,496     -0-        -0-         -0-         $704,496     -0-         $647,648   $647,648
Peachtree
Place,
Atlanta,
Georgia

_____________________________________
/1/  Includes Wells Real Estate Fund I's share of taxable gain from this sale in
the amount of $184,161, of which $184,161 is allocated to capital gain and
$0 is allocated to ordinary gain.
/2/  Amount shown does not include pro rata share of original offering costs.

54

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SUPPLEMENT NO. 3 DATED JULY 20, 2001 TO THE PROSPECTUS
DATED DECEMBER 20, 2000

This document supplements, and should be read in conjunction with, the
prospectus of Wells Real Estate Investment Trust, Inc. dated December 20, 2000,
as supplemented and amended by Supplement No. 1 dated February 5, 2001 and
Supplement No. 2 dated April 25, 2001.  When we refer to the "prospectus" in
this supplement, we are also referring to any and all supplements to the
prospectus.  Unless otherwise defined in this supplement, capitalized terms used
in this supplement shall have the same meanings as set forth in the prospectus.

The purpose of this supplement is to describe the following:

(1)  The status of the offering of shares in Wells Real Estate Investment
Trust, Inc. (Wells REIT);

(2)  The acquisition of an interest in an office building in Nashville,
Tennessee (Comdata Building);

(3)  The acquisition of an interest in an office building in Jacksonville,
Florida (AmeriCredit Building);

(4)  The Joint Venture Partnership Agreement entered into between Wells
Real Estate Fund XIII, L.P. (Wells Fund XIII) and Wells Operating
Partnership, L.P. (Wells OP);

(5)  Revisions to the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section of the prospectus;

(6)  Revisions to the "Plan of Distribution" section of the prospectus
relating to the issuance of soliciting dealer warrants; and

(7)  Financial statements relating to the Comdata Building and the
AmeriCredit Building.

Status of the Offering

We commenced our initial public offering of common stock on January 30,
1998. Our initial public offering was terminated on December 19, 1999. We
received approximately $132,181,919 in gross offering proceeds from the sale of
13,218,192 shares in our initial public offering. We commenced a second offering
of common stock on December 20, 1999. Our second public offering was terminated
on December 19, 2000. We received approximately $175,229,193 in gross offering
proceeds from the sale of 17,522,919 shares in our second public offering.

Pursuant to the prospectus, we commenced our third offering of common stock
on December 20, 2000. As of June 30, 2001, we had received an additional
$170,293,567 in gross offering proceeds from the sale of 17,029,357 shares in
the third offering. Accordingly, as of June 30, 2001, we had received in the
aggregate approximately $477,704,679 in gross offering proceeds from the sale of
47,770,468 shares of our common stock.

The Comdata Building

Purchase of the Comdata Building.  On May 15, 2001, the Wells Fund XII - REIT
--------------------------------
Joint Venture Partnership (Fund XII - REIT Joint Venture), a joint venture
between Wells Real Estate Fund XII, L.P. (Wells Fund XII) and Wells Operating
Partnership, L.P. (Wells OP), the operating partnership for Wells REIT, acquired
a three-story office building containing approximately 201,237 rentable square
feet located at 5301 Maryland Way, Williamson County, Brentwood, Tennessee
(Comdata Building). The Fund XII -

1

REIT Joint Venture purchased the Comdata Building from The Northwestern Mutual
Life Insurance Company (Northwestern) pursuant to that certain Agreement for the
Purchase and Sale of Property between Northwestern and Wells Capital, Inc.
(Wells Capital), the Advisor to Wells REIT. Northwestern is not in any way
affiliated with Wells REIT or its Advisor.

Wells Capital, the original purchaser under the agreement, assigned its
rights under the agreement to the Fund XII - REIT Joint Venture at closing. The
Fund XII - REIT Joint Venture paid a purchase price of $24,950,000 for the
Comdata Building and incurred additional acquisition expenses in connection with
the purchase of the Comdata Building, including attorneys' fees, recording fees
and other closing costs, of approximately $52,019.

Wells Fund XII made a capital contribution of $8,926,156 and Wells OP made
a capital contribution of $16,075,863 to the Fund XII - REIT Joint Venture to
fund their respective shares of the acquisition costs for the Comdata Building.
As of June 30, 2001, Wells OP had made total capital contributions to the Fund
XII- REIT Joint Venture of $29,928,078 and held an equity percentage interest in
the joint venture of approximately 55%, and Wells Fund XII had made total
capital contributions to the Fund XII - REIT Joint Venture of $24,613,401 and
held an equity percentage interest in the joint venture of approximately 45%.

Description of the Comdata Building and the Site.  As set forth above, the
------------------------------------------------
Comdata Building is a three-story office building containing approximately
201,237 rentable square feet situated on a 12.3 acre tract of land. Construction
of the Comdata Building was originally completed in 1989, and the building was
subsequently expanded in 1997. The Comdata Building is constructed using a steel
frame with steel beams on a concrete slab with concrete footings. The exterior
walls are made of a brick shell with an insulated ribbon window system on
aluminum mullions. The interior walls consist of textured and painted gypsum
board. In addition, the building contains five passenger elevators and a freight
elevator. There are approximately 750 paved surface parking spaces at the site.

The Comdata Building is located in the Maryland Farms Office Park in
Brentwood, Tennessee. Maryland Farms Office Park is located eight miles south of
downtown Nashville, Tennessee. The Nashville area is known for its competitive
real estate prices, available space for business, and diversified economic base.
Nashville's business areas of strength include manufacturing, publishing,
finance and insurance, healthcare management, music, transportation and tourism.
The Brentwood submarket is one of Nashville's most desired locations.

An independent appraisal of the Comdata Building was prepared by CB Richard
Ellis, Inc., real estate appraisers and consultants, as of April 9, 2001,
pursuant to which the market value of the land and the leased fee interest
subject to the Comdata lease (described below) was estimated to be $25,000,000,
in cash or terms equivalent to cash. This value estimate was based upon a number
of assumptions, including that the Comdata Building will continue operating at a
stabilized level with Comdata Network, Inc. ("Comdata") occupying 100% of the
rentable area, and is not necessarily an accurate reflection of the fair market
value of the property or the net proceeds which would result from an immediate
sale of this property. The Fund XII - REIT Joint Venture also obtained an
environmental report and an engineering inspection report prior to the closing
evidencing that the condition of the land and the Comdata Building were
satisfactory.

The Comdata Lease.  The entire 201,237 rentable square feet of the three-story
-----------------
office building is currently under a triple-net lease agreement with Comdata, a
wholly owned subsidiary of Ceridian Corporation, the guarantor of the lease. The
landlord's interest in the Comdata lease was assigned to the Fund XII - REIT
Joint Venture at the closing. The Comdata lease commenced on April 1, 1997, and
the current term expires on May 31, 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.

2

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 its subsidiaries generate, process and
distribute data for customers and help customers develop systems plans and
software to perform these functions internally. For the fiscal year ended
December 31, 2000, Ceridian reported net income of approximately $100.2 million
on revenues of over $1.175 billion.

The base rent payable for the current term of the Comdata lease is as
follows:

Lease Years         Annual Rent        Annual Rent Per Square Foot
-------------------------------------------------------------------
Year 1               $2,398,672                   $11.92
-------------------------------------------------------------------
Years 2-6            $2,458,638                   $12.22
-------------------------------------------------------------------
Years 7-11           $2,518,605                   $12.52
-------------------------------------------------------------------
Years 12-15          $2,578,572                   $12.81
-------------------------------------------------------------------

Under the Comdata lease, Comdata is required to pay all operating expenses,
including but not limited to, gas, water and electricity costs, garbage and
waste disposal, telephone, janitorial service, security, insurance premiums, all
taxes, assessments and other governmental levies and such other operating
expenses with respect to the Comdata Building. In addition, Comdata is
responsible for all routine maintenance and repairs to the Comdata Building. The
Fund XII - REIT Joint Venture, as landlord, will be responsible for the repair
and maintenance of the roof and structural systems of the Comdata Building.
Comdata must obtain written consent from the Fund XII - REIT Joint Venture
before making any alterations to the premises excluding alterations that (i) are
made to the interior tenant space of the Comdata Building, (ii) do not adversely
affect the structural integrity or the exterior of the Comdata Building, (iii)
do not affect common areas of the Comdata Building including but not limited to
the elevators and lobby, and (iv) do not adversely affect the electrical,
heating or plumbing systems of the Comdata Building.

Property Management Fees.  Wells Management Company, Inc. (Wells Management), an
------------------------
affiliate of the Wells REIT, has been retained to manage and lease the Comdata
Building. The Fund XII - REIT Joint Venture will pay management and leasing fees
to Wells Management in the amount of 4.5% of gross revenues from the Comdata
Building, subject to certain limitations.

The Wells Fund XIII - REIT Joint Venture

On June 27,  2001, Wells OP and Wells Real Estate Fund XIII, L.P. (Wells
Fund XIII) entered into a Joint Venture Partnership Agreement for the purpose of
acquiring, owning, leasing, operating and managing real properties. The joint
venture partnership is known as the Wells Fund XIII - REIT Joint Venture (XIII-
REIT Joint Venture). All income, loss, profit, net cash flow, resale gain and
sale proceeds of the XIII-REIT Joint Venture are allocated and distributed
between Wells OP and Wells Fund XIII based upon their respective capital
contributions to the joint venture.

Wells OP is acting as the initial Administrative Venturer of the XIII-REIT
Joint Venture and, as such, is responsible for establishing policies and
operating procedures with respect to the business and affairs of the joint
venture. However, approval of Wells Fund XIII will be required for any major
decision or any action which materially affects such joint venture or its real
properties.

3

The AmeriCredit Building

Purchase of the AmeriCredit Building.  On July 16, 2001, the XIII-REIT Joint
-------------------------------------
Venture acquired a two-story office building containing approximately 85,000
rentable square feet located in Fleming Island Plantation at 2310 Village Square
Parkway, Orange Park, Clay County, Florida (AmeriCredit Building) from Adevco
Contact Centers Jacksonville, L.L.C. (Adevco) pursuant to that certain Agreement
for the Purchase and Sale of Property between Adevco and Wells Capital, the
Advisor. Adveco is not affiliated with the Wells REIT or its Advisor.

The rights under the agreement were assigned by Wells Capital, the original
purchaser under the agreement, to the XIII-REIT Joint Venture at closing. The
purchase price paid for the AmeriCredit Building was $12,500,000. The joint
venture also incurred additional acquisition expenses in connection with the
purchase of the AmeriCredit Building, including attorneys' fees, recording fees
and other closing costs, of approximately $40,700.

Wells OP contributed $10,890,040 and Wells Fund XIII contributed $1,651,426
to the XIII-REIT Joint Venture for their respective shares of the acquisition
costs for the AmeriCredit Building. As of July 16, 2001, Wells OP held an equity
percentage interest in the XIII-REIT Joint Venture of approximately 87%, and
Wells Fund XIII held an equity percentage interest in the XIII-REIT Joint
Venture of approximately 13%.

Description of the Building and the Site.  The AmeriCredit Building is a two-
----------------------------------------
story office building containing approximately 85,000 rentable square feet. The
AmeriCredit Building, which was completed in June 2001, is constructed using a
steel frame with steel beams on a concrete slab with concrete footings. The
exterior walls are made with steel beams with tilt-up concrete panels and a
glass panel exterior. The office entrances and windows are made of plate glass
set in aluminum frames. The interior walls consist of textured and painted
gypsum board. In addition, the building contains two elevators, one of which can
be used as a freight elevator. There are approximately 680 asphalt paved surface
parking spaces at the site.

An independent appraisal of the AmeriCredit Building was prepared by CB
Richard Ellis, Inc., real estate appraisers, as of June 28, 2001, pursuant to
which the market value of the land and the leased fee interest subject to the
AmeriCredit lease (described below) was estimated to be $12,500,000, in cash or
terms equivalent to cash. This value estimate was based upon a number of
assumptions, including that the AmeriCredit Building will continue operating at
a stabilized level with AmeriCredit Financial Services Corporation (AmeriCredit)
occupying 100% of the rentable area, and is not necessarily an accurate
reflection of the fair market value of the property. The XIII-REIT Joint Venture
also obtained an environmental report prior to closing evidencing that the
environmental condition of the land and the AmeriCredit Building were
satisfactory.

Location of the AmeriCredit Building.  The AmeriCredit Building is located on a
------------------------------------
12.33 acre tract of land approximately 20 miles south of downtown Jacksonville
within Fleming Island Plantation on the west side of U.S. Highway 17 in northern
Clay County, Florida. Fleming Island Plantation is a 2,300-acre mixed use
development of Centex Homes. When fully developed, Fleming Island Plantation
will contain 12 villages of homes, a YMCA Wellness Center, an 18-hole golf
course, several schools and 140 acres of parks. BellSouth has a 300,000 square
foot technical service center in the area.

The Lease.  The entire 85,000  rentable square feet of the AmeriCredit Building
---------
is currently under a triple-net lease agreement with AmeriCredit dated November
20, 2000. The landlord's interest in the AmeriCredit lease was assigned to the
XIII-REIT Joint Venture at the closing.

The initial term of the AmeriCredit lease is ten years which commenced June
2001 and expires in May 2011. AmeriCredit has the right to extend the
AmeriCredit lease for two additional five year periods of

4

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.

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 targets consumers who are
typically unable to obtain financing from traditional sources either because of
prior credit difficulties or limited credit histories. Funding for AmeriCredit's
auto lending activities is obtained primarily through the sale of loans in
securitization transactions. AmeriCredit services its automobile lending
portfolio at regional centers using automated loan servicing and collection
systems.

For the nine months ended March 31, 2001, AmeriCredit Corp. reported net
income of $151 million on revenues of $575 million and a net worth, as of March
31, 2001, of approximately $929 million.

The base rent payable under the AmeriCredit lease will be as follows:

Lease Year       Rental Rate       Annual Rent         Monthly Rent
------------------------------------------------------------------------
Year 1              $14.33          $1,201,050          $100,087.50
------------------------------------------------------------------------
Year 2              $14.69          $1,231,501          $102,625.08
------------------------------------------------------------------------
Year 3              $15.06          $1,262,714          $105,226.17
------------------------------------------------------------------------
Year 4              $15.43          $1,294,707          $107,892.25
------------------------------------------------------------------------
Year 5              $15.82          $1,327,499          $110,624.92
------------------------------------------------------------------------
Year 6              $16.21          $1,361,112          $113,426.00
------------------------------------------------------------------------
Year 7              $16.62          $1,395,565          $116,297.08
------------------------------------------------------------------------
Year 8              $17.03          $1,430,879          $119,239.92
------------------------------------------------------------------------
Year 9              $17.46          $1,467,076          $122,256.33
------------------------------------------------------------------------
Year 10             $17.90          $1,504,178          $125,348.17
------------------------------------------------------------------------

The monthly base rent payable for each extended term of the AmeriCredit
lease will be equal to 95% of the then current market rate.

Under the AmeriCredit lease, AmeriCredit is required to pay as additional
rent all real estate taxes, special assessments, utilities, taxes, insurance and
other operating costs with respect to the AmeriCredit Building during the term
of the lease. In addition, AmeriCredit is responsible for all routine
maintenance and repairs including the interior mechanical and electrical
systems, the HVAC system and common area maintenance to the AmeriCredit
Building. The XIII-REIT Joint Venture, as landlord, is responsible for repair
and replacement of the roof, foundation, structural, exterior windows, parking
lot, driveways and light poles, as well as payment of a monthly 7% sales tax on
rental income. AmeriCredit will reimburse the XIII-REIT Joint Venture for the
sales tax through increased rental income. The rental figures above are net of
the sales tax and maintenance reserve.

The AmeriCredit lease contains a termination option which may be exercised
by AmeriCredit effective as of the end of the seventh lease year by providing 12
months prior notice to the XIII-REIT Joint Venture. If AmeriCredit exercises its
termination option, it will be required to pay the joint venture a termination
payment equal to the sum of (i) an amount equal to two months base rent
calculated at the annual rate of $17.18 per square foot, plus (ii) an amount
equal to the aggregate of the unamortized balances of the construction
allowance, design allowance, sign allowance, and brokerage commissions. It is
estimated that if AmeriCredit were to exercise its early termination option, the
termination payment would be approximately $1.9 million which would equate to
nearly 16 months of rent.

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

5

lease years. The rights and obligations of each party under the expansion option
are subject to the parties reaching agreement relating to the expansion space
and additional parking and the leasing of such space by AmeriCredit within 45
days of receipt by the XIII-REIT Joint Venture of written notice of the
expansion option.

Property Management Fees.  Wells Management has been retained to manage and
------------------------
lease the AmeriCredit Building. The XIII-REIT Joint Venture shall pay management
and leasing fees to Wells Management in the amount of 4.5% of gross revenues
from the AmeriCredit Building, subject to certain limitations.

Management's Discussion and Analysis of Financial Condition and Results of
Operation

The information contained on page 98 in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" section of the prospectus is revised as of the date of this
supplement by the deletion of the first two paragraphs of that section and the
insertion of the following paragraphs in lieu thereof:

We began active operations on June 5, 1998, when we received and
accepted subscriptions for 125,000 shares pursuant to our initial public
offering, which commenced on January 30, 1998. We terminated our initial
public offering on December 19, 1999. Of the $132,181,919 raised in the
initial offering, we invested a total of $111,032,812 in properties. On
December 20, 1999, we commenced a second public offering of up to
22,200,000 shares of common stock at $10 per share. We terminated our
second offering on December 19, 2000. Of the $175,229,193 raised in the
second offering, we invested a total of $147,192,522 in properties.

Pursuant to the prospectus, we commenced this third offering of shares
of our common stock on December 20, 2000. As of June 30, 2001, we had
received an additional $170,293,567 in gross offering proceeds from the
sale of 17,029,357 shares in the third offering. As of June 30, 2001, we
had raised in the aggregate a total of $477,704,679 in offering proceeds
through the sale of 47,770,468 shares of common stock. As of June 30, 2001,
we had paid a total of $16,621,295 in acquisition and advisory fees and
acquisition expenses, had paid a total of $59,361,769 in selling
commissions and organizational and offering expenses, had made capital
contributions of $395,004,216 to Wells OP for investments in joint ventures
and acquisitions of real property, had utilized $2,810,530 for the
redemption of stock pursuant to our share redemption program, and were
holding net offering proceeds of $3,906,869 available for investment in
additional properties.

Plan of Distribution

The information contained on page 153 in the "Plan of Distribution" section
of the prospectus is revised as of the date of this supplement by the deletion
of the third full paragraph of this section and the insertion of the following
paragraph in lieu thereof:

We will also award to the Dealer Manager one soliciting dealer warrant
for every 25 shares sold to the public or issued to shareholders pursuant
to our dividend reinvestment plan during the offering period. The Dealer
Manager may retain or reallow these warrants to broker-dealers
participating in the offering, 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

6

dealer warrants are being registered as part of this offering. For the
life of the soliciting dealer warrants, participating broker-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 shareholders 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.

Financial Statements

The statements of revenues over certain operating expenses of the
Comdata Building for the year ended December 31, 2000, included in this
supplement and elsewhere in the registration statement, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included in this supplement in reliance
upon the authority of said firm as experts in giving said reports.

The statements of revenues over certain operating expenses of the
Comdata Building for the three months ended March 31, 2001, included in this
supplement and elsewhere in the registration statement, have not been audited.

The Pro Forma Balance Sheet of the Wells REIT as of March 31, 2001,
which is included in this supplement, has not been audited.

The Pro Forma Statement of Income of the Wells REIT for the three
months ended March 31, 2001 and for the year ended December 31, 2000, which are
included in this supplement, have not been audited.

7

INDEX TO FINANCIAL STATEMENTS

The Comdata Building                                                     Page
----

Report of Independent Accountants                                   9

Statements of Revenues Over Certain Operating Expenses              10
for the year ended December 31, 2000 (audited) and for the
three months ended March 31, 2001 (unaudited)

Notes to Statements of Revenues Over Certain Operating              11
Expenses for the year ended December 31, 2000 (audited) and
for the three months ended March 31, 2001 (unaudited)

Wells Real Estate Investment Trust, Inc.

Unaudited Pro Forma Financial Statements
----------------------------------------

Summary of Unaudited Pro Forma Financial Statements                 12

Pro Forma Balance Sheet as of March 31, 2001                        13

Pro Forma Statement of Income for the three months
ended March 31, 2001                                                15

Pro Forma Statement of Income for the year ended
December 31, 2000                                                   16

8

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Fund XII, L.P. and
Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the COMDATA BUILDING for the year ended December 31, 2000. This
financial statement is the responsibility of management. Our responsibility is
to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our
opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the Comdata
Building after acquisition by the Wells Fund XII - REIT Joint Venture. The
accompanying statement of revenues over certain operating expenses was prepared
for the purpose of complying with the rules and regulations of the Securities
and Exchange Commission and is not intended to be a complete presentation of the
Comdata Building's revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the Comdata Building for the year ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States.

/s/ Arthur Andersen LLP

Atlanta, Georgia
May 18, 2001

9

COMDATA BUILDING

STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 2000

AND THE THREE MONTHS ENDED MARCH 31, 2001

2001           2000
------------     ----------
(Unaudited)

RENTAL REVENUES                                        $614,660      $2,458,638

OPERATING EXPENSES, net of reimbursements                20,404           5,468
--------      ----------
REVENUES OVER CERTAIN OPERATING EXPENSES               $594,256      $2,453,170
========      ==========

The accompanying notes are an integral part of these statements.

10

COMDATA BUILDING

NOTES TO STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 2000

AND THE THREE MONTHS ENDED MARCH 31, 2001 (UNAUDITED)

1.   Organization and Significant Accounting Policies

Description of Real Estate Property Acquired
--------------------------------------------

On May 15, 2001, the Wells Fund XII-REIT Joint Venture (the "Joint Venture")
acquired the Comdata Building from The Northwestern Mutual Life Insurance
Company ("Northwestern"). The Joint Venture is a joint venture partnership
between Wells Real Estate Fund XII, L.P. ("Wells Fund XII") and Wells Operating
Partnership, L.P. ("Wells OP"), a Delaware Limited Partnership formed to
acquire, own, lease, operate, and manage real properties on behalf of Wells Real
Estate Investment Trust, Inc., a Maryland corporation. Northwestern is not an
affiliate of Wells Fund XII or Wells OP. The total purchase price of the Comdata
Building was $24,950,000. Additional acquisition expenses were incurred in
connection with the purchase of the Comdata Building, included attorney's fees,
recording fees, loan fees, and other closing costs, of $52,019. Wells Fund XII
contributed $8,926,156, and Wells OP contributed $16,075,863 to the Joint
Venture for their respective shares of the purchase of the Comdata Building.

Comdata Network, Inc. ("Comdata") occupies the entire 201,237 rentable square
feet of the three-story office building under a net lease agreement (the
"Comdata Lease"). Comdata is a wholly owned subsidiary of Ceridian Corporation,
a public entity traded on the New York Stock Exchange and guarantor of Comdata's
obligations under the Comdata Lease. Northwestern's interest in the Comdata
Lease was assigned to the Joint Venture at the closing. The initial term of the
Comdata Lease commenced on April 1, 1997 and expires on May 31, 2016. Comdata
has the right to extend the Comdata Lease for two additional five-year periods
at a rate equal to the greater of the base rent for the final year of the
initial term or 90% of the then-current fair market rental rate. Under the
Comdata Lease, Comdata is required to pay, as additional monthly rent, all
operating costs, including but not limited to, gas, water, electricity, garbage
and waste disposal, telephone, janitorial service, security, insurance premiums,
all taxes, assessments and other governmental levies, and other such operating
expenses with respect to the Comdata Building. In addition, Comdata is
responsible for all routine maintenance and repairs to the Comdata Building. The
Joint Venture will be responsible for the repair and replacement of the exterior
surface walls, foundation, roof, and plumbing, electrical and mechanical systems
of the Comdata Building.

Rental Revenues
---------------

Rental income is recognized on a straight-line basis over the life of the
Comdata Lease.

2.   Basis of Accounting

The accompanying statements of revenues over certain operating expenses are
presented on the accrual basis. These statements have been prepared in
accordance with the applicable rules and regulations of the Securities and
Exchange Commission for real estate properties acquired. Accordingly, these
statements exclude certain historical expenses, such as depreciation, interest,
and management fees. Therefore, these statements are not comparable to the
operations of the Comdata Building after acquisition by the Joint Venture.

11

WELLS REAL ESTATE INVESTMENT TRUST, INC.

UNAUDITED PRO FORMA BALANCE SHEET

The following unaudited pro forma balance sheet as of March 31, 2001 has been
prepared to give effect to the acquisition of the AmeriCredit Building by the
Wells XIII-REIT Joint Venture, a joint venture partnership between Wells Real
Estate Fund XIII, L.P. and Wells Operating Partnership, L.P. ("Wells OP"), and
the acquisition of the Comdata Building ("Prior Acquisition") by the Wells XII-
REIT Joint Venture, a joint venture partnership between Wells Real Estate Fund
XII, L.P. and Wells OP, as if the acquisitions occurred on March 31, 2001. The
following unaudited pro forma statements of income for the year ended December
31, 2000 and for the three months ended March 31, 2001 have been prepared to
give effect to the acquisition of the Comdata Building as if the acquisition
occurred on January 1, 2000.

Wells OP is a Delaware limited partnership that was organized to own and operate
properties on behalf of the Wells Real Estate Investment Trust, Inc., a Maryland
corporation. Wells Real Estate Investment Trust, Inc. is the general partner of
the Wells OP.

This unaudited pro forma balance sheet is prepared for informational purposes
only and is not necessarily indicative of future results or of actual results
that would have been achieved had the acquisition of the AmeriCredit Building
been consummated at the beginning of the period presented.

12

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA BALANCE SHEET

MARCH 31, 2001

(Unaudited)

ASSETS

Wells Real
Estate            Pro Forma Adjustments
Investment   ----------------------------------        Pro Forma
Trust, Inc.      Comdata            AmeriCredit            Total
------------  ------------        --------------        ------------

REAL ESTATE ASSETS, at cost:
Land                                                      $ 46,640,032    $         0          $         0        $ 46,640,032

Buildings, less accumulated depreciation                   285,461,251                                   0         285,461,251
of $12,656,832                                                                  0

Construction in progress                                     6,303,454              0                    0           6,303,454
------------  -------------       --------------        ------------
Total real estate assets                              338,404,737              0                    0         338,404,737
------------  -------------       --------------        ------------

CASH AND CASH EQUIVALENTS                                     8,156,316       (500,000) (a)        (150,000) (a)      7,506,316

INVESTMENT IN JOINT VENTURES                                 43,901,986     16,745,691  (b)      11,343,750  (d)     71,991,427

ACCOUNTS RECEIVABLE                                           3,620,844              0                    0           3,620,844

DEFERRED LEASE ACQUISITION COSTS                              1,599,976              0                    0           1,599,976

DEFERRED PROJECT COSTS                                        1,409,081       (669,828) (c)        (453,750) (e)        285,503

DEFERRED OFFERING COSTS                                         581,690              0                    0             581,690

DUE FROM AFFILIATES                                           1,050,313              0                    0           1,050,313

PREPAID EXPENSES AND OTHER ASSETS                             2,252,702              0                    0           2,252,702
------------  -------------       --------------        ------------
Total assets                                         $400,977,645    $15,575,863          $10,740,000        $427,293,508
============  =============       ==============        ============

13

LIABILITIES AND SHAREHOLDERS' EQUITY

Wells Real
Estate          Pro Forma Adjustments
Investment   ------------------------------     Pro Forma
Trust, Inc.      Comdata       AmeriCredit        Total
------------  --------------   -------------    ------------

LIABILITIES:
Accounts payable and accrued expenses                             $  2,263,215  $         0      $         0      $  2,263,215
Notes payable                                                       76,540,000   15,575,863 (a)   10,740,000 (a)   102,855,863
Dividends payable                                                    1,069,579            0                0         1,069,579
Due to affiliate                                                     1,084,012            0                0         1,084,012
Deferred rental income                                                 238,306            0                0           238,306
------------  -----------       ----------      ------------
Total liabilities                                              81,195,112   15,575,863       10,740,000       107,510,975
------------  -----------       ----------      ------------
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST OF UNIT HOLDER IN OPERATING PARTNERSHIP               200,000            0                0           200,000
------------  -----------       ----------      ------------
SHAREHOLDERS' EQUITY:
Common shares, $.01 par value; 125,000,000 shares authorized,
38,127,278 shares issued and 37,908,326 shares outstanding            381,273            0                0           381,273
Additional paid-in capital                                         321,390,784            0                0       321,390,784
Treasury stock, at cost, 218,952 shares                             (2,189,524)           0                0        (2,189,524)
------------  -----------       ----------      ------------
Total shareholders' equity                                    319,582,533            0                0       319,582,533
------------  -----------       ----------      ------------
Total liabilities and shareholders' equity                   $400,977,645  $15,575,863      $10,740,000      $427,293,508
============  ===========       ==========      ============

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s portion of the
purchase price.

(b)  Reflects Wells Real Estate Investment Trust, Inc.'s contribution to
the Wells Fund XII-REIT Joint Venture.

(c)  Reflects deferred project costs contributed to the Wells Fund XII-REIT
Joint Venture at approximately 4.17% of the purchase price.

(d)  Reflects Wells Real Estate Investment Trust, Inc.'s contribution to
the Wells Fund XIII-REIT Joint Venture.

(e)  Reflects deferred project costs contributed to the Wells Fund XIII-
REIT Joint Venture at approximately 4.17% of the purchase price.

14

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2001

(Unaudited)

Wells Real
Estate
Investment              Pro Forma           Pro Forma
Trust, Inc.             Adjustments            Total
-------------         ---------------      -------------

REVENUES:
Rental income                                            $  9,860,085           $        0           $ 9,860,085
Equity in income of joint ventures                            709,713              395,215(a)          1,104,928
Interest income                                                99,915                    0                99,915
------------           ----------           -----------
10,669,713              395,215           $11,064,928
------------           ----------           -----------
EXPENSES:
Depreciation and amortization                               3,187,179                    0             3,187,179
Interest                                                    2,375,183              275,919(b)          2,651,102
Operating costs, net of reimbursements                      1,091,185                    0             1,091,185
Management and leasing fees                                   565,714                    0               565,714
General and administrative                                    106,540                    0               106,540
Legal and accounting                                           67,767                    0                67,767
Computer costs                                                    800                    0                   800
------------           ----------           -----------
7,394,368              275,919             7,670,287
------------           ----------           -----------
NET INCOME                                                 $  3,275,345           $  119,296           $ 3,394,641
============           ==========           ===========
HISTORICAL EARNINGS PER SHARE
(BASIC AND DILUTED)                                      $       0.10
============
PRO FORMA EARNINGS  PER SHARE
(BASIC AND DILUTED) (c)                                                                              $      0.08 (c)
===========

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s equity in income of
the Wells Fund XII-REIT Joint Venture related to the Comdata Building.
The pro forma adjustment results from rental revenues less operating
expenses, management fees, and depreciation.

(b)  Reflects interest expense incurred on the $15,575,863 drawn on Wells Real
Estate Investment Trust, Inc.'s revolving credit agreement with Bank of
America, N.A., which bears interest at 7.1% for the three months ended
March 31, 2001.

(c)  As of May 15, 2001, the acquisition date, Wells Real Estate Investment
Trust, Inc. had 41,588,143 shares of common stock outstanding; pro forma
earnings per share is calculated as if these shares were outstanding for
the entire three months ended March 31, 2001.

15

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2000

(Unaudited)

Wells Real
Estate
Investment           Pro Forma              Pro Forma
Trust, Inc.          Adjustments               Total
-----------         -------------            ----------

REVENUES:
Rental income                                              $20,505,000          $        0             $20,505,000
Equity in income of joint ventures                           2,293,873             930,181(a)            3,224,054
Interest income                                                520,924                   0                 520,924
Other income                                                    53,409                   0                  53,409
-----------          ----------             -----------
23,373,206             930,181              24,303,387
-----------          ----------             -----------

EXPENSES:
Depreciation and amortization                                7,743,551                   0               7,743,551
Interest                                                     4,199,461           1,284,495(b)            5,483,956
Operating costs, net of reimbursements                         888,091                   0                 888,091
Management and leasing fees                                  1,309,974                   0               1,309,974
General and administrative                                     426,680                   0                 426,680
Legal and accounting                                           240,209                   0                 240,209
Computer costs                                                  12,273                   0                  12,273
-----------          ----------             -----------
14,820,239           1,284,495              16,104,734
-----------          ----------             -----------
NET INCOME (LOSS)                                            $ 8,552,967          $ (354,314)            $ 8,198,653
===========          ==========             ===========
HISTORICAL EARNINGS PER SHARE
(BASIC AND DILUTED)                                      $      0.40
===========
PRO FORMA EARNINGS PER SHARE
(BASIC AND DILUTED) (c)                                                                              $      0.20 (c)
===========

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s equity in income of
the Wells Fund XII-REIT Joint Venture related to the Comdata Building.
The pro forma adjustment results from rental revenues less operating
expenses, management fees, and depreciation.

(b)  Reflects interest expense incurred on the $15,575,863 drawn on Wells Real
Estate Investment Trust, Inc.'s revolving credit agreement with Bank of
America, N.A., which bears interest at 8.2% for the year ended December
31, 2000.

(c)  As of May 15, 2001, the acquisition date, Wells Real Estate Investment
Trust, Inc. had 41,588,143 shares of common stock outstanding; pro forma
earnings per share is calculated as if these shares were outstanding for
the entire year ended December 31, 2000.

16

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SUPPLEMENT NO. 4 DATED AUGUST 10, 2001 TO THE PROSPECTUS
DATED DECEMBER 20, 2000

This document supplements, and should be read in conjunction with, the
prospectus of Wells Real Estate Investment Trust, Inc. dated December 20, 2000,
as supplemented and amended by Supplement No. 1 dated February 5, 2001,
Supplement No. 2 dated April 25, 2001, and Supplement No. 3 dated July 20, 2001.
When we refer to the "prospectus" in this supplement, we are also referring to
any and all supplements to the prospectus.  Unless otherwise defined in this
supplement, capitalized terms used in this supplement shall have the same
meanings as set forth in the prospectus.

The purpose of this supplement is to describe the following:

(1)  The status of the offering of shares in Wells Real Estate Investment
Trust, Inc. (Wells REIT);

(2)  The acquisition of an office building in Quincy, Massachusetts (State
Street Building);

(3)  The initial transaction under the Section 1031 Exchange Program;

(4)  Revisions to the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section of the prospectus; and

(5)  Financial statements relating to the State Street Building.

Status of the Offering

We commenced our initial public offering of common stock on January 30,
1998. Our initial public offering was terminated on December 19, 1999. We
received approximately $132,181,919 in gross offering proceeds from the sale of
13,218,192 shares in our initial public offering. We commenced a second offering
of common stock on December 20, 1999. Our second public offering was terminated
on December 19, 2000. We received approximately $175,229,193 in gross offering
proceeds from the sale of 17,522,919 shares in our second public offering.

Pursuant to the prospectus, we commenced our third offering of common stock
on December 20, 2000. As of July 31, 2001, we had received an additional
$212,110,390 in gross offering proceeds from the sale of 21,211,039 shares in
the third offering. Accordingly, as of July 31, 2001, we had received in the
aggregate approximately $519,521,502 in gross offering proceeds from the sale of
51,952,150 shares of our common stock.

The State Street Building

Purchase of the State Street Building.  On July 30, 2001, Wells Operating
-------------------------------------
Partnership, L.P. (Wells OP), a Delaware limited partnership formed to acquire,
own, lease and operate real properties on behalf of Wells REIT, purchased a
seven-story office building with approximately 234,668 rentable square feet
located at 1200 Crown Colony Drive, Norfolk County, Quincy, Massachusetts (State
Street Building).  Wells OP purchased this building from Crownview, LLC
(Crownview) pursuant to that certain Agreement of Purchase and Sale of Property
between Crownview and Wells OP.  Crownview is not in any way affiliated with
Wells REIT or Wells Capital, Inc., our Advisor.

The purchase price for the State Street Building was $49,563,000.  Wells OP
incurred acquisition expenses in connection with the purchase of the State
Street Building, including attorneys' fees, recording fees, structural report
and environmental report fees, and other closing costs, of approximately
$69,500.  Wells OP also paid approximately $126,600 to reimburse the seller for
its prorated share of real estate taxes and other operating expenses.

An independent appraisal of the State Street Building was prepared by
Insignia/ESG, Inc., real estate appraisers, as of July 10, 2001, pursuant to
which the market value of the real property containing the leased fee interest
subject to the leases described below was estimated to be $52,000,000, in cash
or terms equivalent to cash.  This value estimate was based upon a number of
assumptions, including that the State Street Building will continue operating at
a stabilized level with SSB Realty LLC, a Delaware limited liability company
(SSB Realty), occupying 100% of the rentable area, and is not necessarily an
accurate reflection of the fair market value of the property or the net proceeds
which would result from an immediate sale of this property.  Wells OP also
obtained an environmental report and an engineering inspection report prior to
the closing evidencing that the condition of the land and the State Street
Building were satisfactory.

Description of the State Street Building and Site.  The State Street Building,
-------------------------------------------------
which was completed in 1990, is a seven-story office building containing
approximately 234,668 rentable square feet located on an 11.22 acre tract of
land.  The building is constructed using a steel frame with a reinforced
concrete foundation.  The exterior walls are made of primarily precast concrete
with insulated glass windows in aluminum frames.  The interior walls consist of
painted gypsum board.  In addition, there are four elevators and approximately
854 parking spaces.

The State Street Building is located at 1200 Crown Colony Drive in Crown
Colony Office Park in Quincy, Massachusetts, approximately 10 miles southwest of
downtown Boston.  Crown Colony Office Park contains high quality office
buildings and is one of the most desirable parks in the south Boston market.
The strength of the office market in this area is evidenced by the extensive
office development near other interchanges along Route 128 in the
Quincy/Braintree area.  The property is well located in terms of proximity to
Boston, and accessability to all of the other major highway systems that serve
the city and the surrounding area because of its immediate access to a highway
interchange and to public transportation.  The State Street Building is leased
entirely to SSB Realty.

The SSB Realty Lease.  The entire 234,668 rentable square feet of the State
--------------------
Street Building is currently under a lease agreement with SSB Realty.  The
landlord's interest in the SSB Realty lease was assigned to Wells OP at the
closing.  The current term of the lease is 10 years, which commenced on February
1, 2001, and expires on March 31, 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.  In addition, the base operating costs and the base taxes will be
adjusted for the extended term to reflect the actual operating costs and taxes
for the preceding calendar year.

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 capabilities range from
investment research and professional investment management to trading and
brokerage services to fund accounting and administration.  With over 17,000
employees, offices in 23 countries, and serving clients in 55 different
countries, State Street has over $6 trillion in assets under custody and $711
billion in assets under management.  For the fiscal year ended December 31,
2000, State Street reported net income of approximately $595 million on revenues
of approximately $3.6 billion, and a net worth, as of December 31, 2000, of
approximately $3.26 billion.

The base rent payable for the remainder of the SSB Realty lease is as follows:

Lease Year                                  Annual Rent        Monthly Rent
---------------------------------------------------------------------------
April 1, 2001 - January 30, 2004             $6,922,706          $576,892
---------------------------------------------------------------------------
February 1, 2004 - January 30, 2007          $7,274,708          $606,226
---------------------------------------------------------------------------
February 1, 2007 - March 31, 2011            $7,861,378          $655,115
---------------------------------------------------------------------------

2

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. Under the SSB Realty lease, SSB Realty is required
to pay its proportionate share of taxes relating to the State Street Building
and all operating costs incurred by the landlord in maintaining and operating
the State Street Building, including, but not limited to, garbage and waste
disposal, janitorial service and window cleaning, snow removal, security,
insurance, water and sewer charges, wages, salaries and employee benefits of all
employees engaged in the operation, maintenance and management of the building,
indoor and outdoor landscaping, utilities and repairs, replacements and general
maintenance. Wells OP, as the landlord, will be responsible, at tenant's
expense, for maintaining the common areas of the building, the roof, foundation,
exterior walls and windows, load bearing items and the central heating,
ventilation and air conditioning, electrical, mechanical and plumbing systems of
the building.

Property Management Fees.  Wells Management Company, Inc. (Wells Management), an
------------------------
affiliate of Wells REIT and our Advisor, has been retained to manage and lease
the State Street Building.  Wells REIT shall pay management and leasing fees to
Wells Management in the amount of 4.5% of gross revenues from the State Street
Building, subject to certain limitations.

Initial Transaction under the Section 1031 Exchange Program

As described in Supplement No. 2 dated April 25, 2001 to the prospectus
dated December 20, 2000, Wells Development Corporation, an affiliate of our
Advisor, has developed a program (Section 1031 Exchange Program) involving the
acquisition of income-producing commercial properties and the formation of a
series of single member limited liabilities companies (Wells Exchange) for the
purpose of facilitating the resale of co-tenancy interests in such real estate
properties to persons (1031 Participants) who are looking to invest the proceeds
from a sale of real estate held for investment into another real estate
investment for purposes of qualifying for like-kind exchange treatment under
Section 1031 of the Internal Revenue Code.

The initial transaction in the Section 1031 Exchange Program involves the
acquisition by Wells Exchange and resale of co-tenancy interests in the Ford
Motor Credit Complex.  The Ford Motor Credit Complex consists of two connecting
office buildings containing 167,434 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, which is the world's
largest automobile finance company with more than 10 million customers in 40
countries.  Wells Exchange is currently engaged in the offer and sale of co-
tenancy interests in the Ford Motor Credit Complex to 1031 Participants.

As a part of the initial transaction in the Section 1031 Exchange Program,
in consideration for the payment of a Take Out Fee in the amount of $137,500,
and following approval of the potential property acquisition by our board of
directors, Wells OP entered into a Take Out Purchase and Escrow Agreement
relating to the Ford Motor Credit Complex. Pursuant to the terms of the Take Out
Purchase and Escrow Agreement, 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% co-tenancy interest), any co-tenancy interests in the Ford Motor Credit
Complex which remain unsold on October 16, 2001.

The obligations of Wells OP under the Take Out Purchase and Escrow
Agreement are secured by reserving against Wells OP's existing line of credit
with Bank of America, N.A. (Interim Lender). If, for any reason, Wells OP fails
to acquire any of the co-tenancy interests in the Ford Motor Credit Complex
which remain unsold as of October 16, 2001, or if there is otherwise an uncured
default under the interim loan between Wells Exchange and the Interim Lender or
Well OP's line of credit documents, the Interim Lender is authorized to draw
down on 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
unsold co-tenancy interests in the Ford Motor Credit Complex would be deeded to
Wells OP. Wells OP's maximum economic exposure in the transaction is
$11,000,000, 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 Wells Exchange successfully sells 100% of the co-
tenancy interests to

3

1031 Particpants, Wells OP will not acquire any interest in the Ford Motor
Credit Complex. If some, but not all, of the co-tenancy interests are sold by
Wells Exchange, Wells OP's exposure would be less, and it would end up owning an
interest in the property in co-tenancy with 1031 Participants who had previously
acquired co-tenancy interests in the Ford Motor Credit Complex from Wells
Exchange. (See "Risk Factors - Section 1031 Exchange Program" contained in
Supplement No. 2 dated April 25, 2001 to the prospectus dated December 20,
2000.)

Management's Discussion and Analysis of Financial Condition and Results of
Operation

The information contained on page 98 in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" section of the prospectus is revised as of the date of this
supplement by the deletion of the first two paragraphs of that section and the
insertion of the following paragraphs in lieu thereof:

We began active operations on June 5, 1998, when we received and
accepted subscriptions for 125,000 shares pursuant to our initial public
offering, which commenced on January 30, 1998. We terminated our initial
public offering on December 19, 1999. Of the $132,181,919 raised in the
initial offering, we invested a total of $111,032,812 in properties. On
December 20, 1999, we commenced a second public offering of up to
22,200,000 shares of common stock at $10 per share. We terminated our
second offering on December 19, 2000. Of the $175,229,193 raised in the
second offering, we invested a total of $147,192,522 in properties.

Pursuant to the prospectus, we commenced this third offering of shares
of our common stock on December 20, 2000. As of July 31, 2001, we had
received an additional $212,110,390 in gross offering proceeds from the
sale of 21,211,039 shares in the third offering. As of July 31, 2001, we
had raised in the aggregate a total of $519,521,502 in offering proceeds
through the sale of 51,952,150 shares of common stock. As of July 31, 2001,
we had paid a total of $18,078,430 in acquisition and advisory fees and
acquisition expenses, had paid a total of $64,565,823 in selling
commissions and organizational and offering expenses, had made capital
contributions of $427,043,387 to Wells OP for investments in joint ventures
and acquisitions of real property, had utilized $2,994,917 for the
redemption of stock pursuant to our share redemption program, and were
holding net offering proceeds of $6,838,945 available for investment in
additional properties.

Financial Statements

The statement of revenues over certain operating expenses of the State
Street Building for the year ended December 31, 2000, included in this
supplement and elsewhere in the registration statement, has been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and is included in this supplement in reliance
upon the authority of said firm as experts in giving said reports.

The statement of revenues over certain operating expenses of the State
Street Building for the six months ended June 30, 2001, included in this
supplement and elsewhere in the registration statement, has not been audited.

The Pro Forma Balance Sheet of Wells REIT as of June 30, 2001, which is
included in this supplement, has not been audited.

4

INDEX TO FINANCIAL STATEMENTS

The State Street Building                                              Page
----
Report of Independent Accountants                                   6

Statements of Revenues Over Certain Operating Expenses
for the year ended December 31, 2000 (audited) and for the
six months ended June 30, 2001 (unaudited)                          7

Notes to Statements of Revenues Over Certain Operating
Expenses for the year ended December 31, 2000 (audited) and
for the six months ended June 30, 2001 (unaudited)                  8

Wells Real Estate Investment Trust, Inc.

Unaudited Pro Forma Financial Statements
----------------------------------------

Summary of Unaudited Pro Forma Financial Statements                 9

Pro Forma Balance Sheet as of June 30, 2001                        10

Pro Forma Statement of Income for the six months
ended June 30, 2001                                                12

Pro Forma Statement of Income for the year ended
December 31, 2000                                                  13

5

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the State street bank BUILDING for the year ended December 31,
2000.  This financial statement is the responsibility of management.  Our
responsibility is to express an opinion on this financial statement based on our
audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States.  These standards require that we plan and perform the
audit to obtain reasonable assurance about whether the statement of revenues
over certain operating expenses is free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of revenues over certain operating expenses.  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 audit provides a reasonable basis
for our opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the State
Street Bank Building after acquisition by the Wells Operating Partnership, L.P.,
a subsidiary of Wells Real Estate Investment Trust, Inc. The accompanying
statement of revenues over certain operating expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission and is not intended to be a complete presentation of the
State Street Bank Building's revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the State Street Bank Building for the year ended December 31, 2000
in conformity with accounting principles generally accepted in the United
States.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
August 1, 2001

6

STATE STREET BANK BUILDING

STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 2000

AND THE SIX MONTHS ENDED JUNE 30, 2001

2001             2000
----------       ----------
(Unaudited)

RENTAL REVENUES                                $3,617,688       $2,941,354

OPERATING EXPENSES, net of reimbursements         666,818          438,071
----------       ----------
REVENUES OVER CERTAIN OPERATING EXPENSES       $2,950,870       $2,503,283
==========       ==========

The accompanying notes are an integral part of these statements.

7

STATE STREET BANK BUILDING

NOTES TO STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 2000

AND THE SIX MONTHS ENDED JUNE 30, 2001

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On July 30, 2001, the Wells Operating Partnership, L.P. ("Wells OP")
acquired the State Street Bank Building from Crownview LLC ("Crownview").
Wells OP is a Delaware limited partnership formed to acquire, own, lease,
operate, and manage real properties on behalf of Wells Real Estate
Investment Trust, Inc., a Maryland corporation.  Crownview is not an
affiliate of Wells OP.

Harvard Pilgrim Health Care ("HPHC") occupied the entire 234,668 rentable
square feet of the seven-story office building under a net lease agreement
(the "HPHC Lease") with Crownview.  The HPHC Lease commenced on October 8,
1999 and expired on July 31, 2000.  SSB Realty, LLC ("SSB") currently
occupies the entire 234,668 rentable square feet of the seven-story office
building under a net lease agreement (the "SSB Lease").  SSB is a wholly
owned subsidiary of State Street Corporation, which is the guarantor of the
SSB Lease.  State Street Corporation is a public entity traded on the New
York Stock Exchange.  Crownview's interest in the SSB Lease was assigned to
Wells OP at the closing.  The initial term of the SSB Lease commenced on
February 1, 2001 and expires on March 31, 2011.  SSB has the right to
extend the SSB Lease for one additional period of five years at a rate
equal to the then current fair market rental rate.  Under the SSB Lease,
SSB is required to pay, as additional monthly rent, insurance costs,
utility charges, personal property taxes, its pro rata share of increases
in real estate taxes, and all operating costs with respect to the State
Street Bank Building that exceed the base operating costs of $1,773,340 in
any calendar year.  In addition, SSB is responsible for all routine
maintenance and repairs to the State Street Bank Building.  Wells OP will
be responsible, at SSB's expense, for the repair and replacement of the
exterior surface walls, foundation, roof, plumbing, electrical, and
mechanical systems of the State Street Bank Building.

Rental Revenues

Rental income is recognized on a straight-line basis over the terms of the
respective leases.

2.   Basis of Accounting

The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis.  This statement has been prepared in
accordance with the applicable rules and regulations of the Securities and
Exchange Commission for real estate properties acquired.  Accordingly, this
statement excludes certain historical expenses, such as depreciation,
interest, and management fees.  Therefore, this statement is not comparable
to the operations of the State Street Bank Building after acquisition by
Wells OP.

8

WELLS REAL ESTATE INVESTMENT TRUST, INC.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

JUNE 30, 2001

The following unaudited pro forma balance sheet as of June 30, 2001 has been
prepared to give effect to the acquisition of the AmeriCredit Building by the
Wells XIII-REIT Joint Venture (a joint venture partnership between Wells Real
Estate Fund XIII, L.P. and Wells Operating Partnership, LP ["Wells OP"]) and the
acquisition of the State Street Bank Building by the Wells OP as if each
acquisition occurred on June 30, 2001.  The Comdata Building was acquired by
Wells XII-REIT Joint Venture (a joint venture partnership between Wells Real
Estate Fund XII, L.P. and Wells OP) on May 15, 2001.

The following unaudited pro forma statement of income for the six months ended
June 30, 2001 has been prepared to give effect to the acquisitions of the
Comdata Building, the AmeriCredit Building, and the State Street Bank Building
as if the acquisitions occurred on January 1, 2000. The following unaudited pro
forma statement of income for the year ended December 31, 2000 has been prepared
to give effect to the acquisitions of the Comdata Building and the State Street
Bank Building as if the acquisitions occurred on January 1, 2000.  The
AmeriCredit Building had no operations during 2000.

Wells OP is a Delaware limited partnership that was organized to own and operate
properties on behalf of Wells Real Estate Investment Trust, Inc., a Maryland
corporation.  Wells Real Estate Investment Trust, Inc. is the general partner of
Wells OP.

These unaudited pro forma financial statements are prepared for informational
purposes only and are not necessarily indicative of future results or of actual
results that would have been achieved had the acquisitions of the Comdata
Building, the AmeriCredit Building, and the State Street Bank Building been
consummated at the beginning of the periods presented.

As of June 30, 2001, the date of the accompanying pro forma balance sheet, Wells
OP held cash of $6,074,926.  The additional cash used to purchase the State
Street Bank Building, including deferred project costs paid to Wells Capital,
Inc. (an affiliate of Wells OP), was raised through the issuance of additional
shares subsequent to June 30, 2001.  This balance is reflected as purchase
consideration payable in the accompanying pro forma balance sheet.

9

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA BALANCE SHEET

JUNE 30, 2001

(Unaudited)

ASSETS

Wells            Pro Forma Adjustments
Real Estate     -----------------------------
Investment     AmeriCredit     State Street         Pro Forma
Trust, Inc.      Building       Bank Building          Total
------------    ------------    --------------      ------------

REAL ESTATE ASSETS, at cost:
Land                                                $ 47,256,748    $         0     $10,600,000 (d)     $ 58,298,415
441,667 (e)
Buildings, less accumulated depreciation of                                          39,159,098 (d)
$15,863,470                                         285,964,597              0                          326,755,324
1,631,629 (e)
Construction in progress                               7,143,876              0               0            7,143,876
------------    -----------     -----------         ------------
Total real estate assets                       340,365,221              0      51,832,394          392,197,615

CASH AND CASH EQUIVALENTS                               6,074,926       (150,000)(a)  (5,924,926)(d)                0

INVESTMENT IN JOINT VENTURES                           60,261,895     11,343,750 (b)           0           71,605,645

ACCOUNTS RECEIVABLE                                     4,661,279              0               0            4,661,279

DEFERRED LEASE ACQUISITION COSTS                        1,738,658              0               0            1,738,658

DEFERRED PROJECT COSTS                                      3,849         (3,849)(c)           0                    0

DEFERRED OFFERING COSTS                                   731,574              0               0              731,574

DUE FROM AFFILIATES                                     1,242,469              0               0            1,242,469

PREPAID EXPENSES AND OTHER ASSETS                       1,558,395              0               0            1,558,395
------------    -----------     -----------         ------------
TOTAL ASSETS                                  $416,638,266    $11,189,901     $45,907,468         $473,735,635
============    ===========     ===========         ============

10

LIABILITIES AND SHAREHOLDERS' EQUITY

Wells           Pro Forma Adjustments
Real Estate  -------------------------------
Investment    AmeriCredit       State Street     Pro Forma
Trust, Inc.     Building       Bank Building      Total
-----------  -------------     -------------   ------------

LIABILITIES:
Accounts payable and accrued expenses          $  2,592,211  $         0       $         0    $  2,592,211
Notes payable                                    10,298,850   10,740,000(a)     38,700,000(d)   59,738,850
Dividends payable                                 1,071,657            0                 0       1,071,657
Due to affiliate                                  1,508,539      449,901(c)      2,073,296(e)    4,031,736
Purchase consideration payable                            0            0         5,134,172(d)    5,134,172
Deferred rental income                               95,418            0                 0          95,418
------------  -----------       -----------    ------------
Total liabilities                          15,566,675   11,189,901        45,907,468      72,664,044
------------  -----------       -----------    ------------
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST OF UNIT HOLDER IN OPERATING
PARTNERSHIP                                         200,000            0                 0         200,000
------------  -----------       -----------    ------------
SHAREHOLDERS' EQUITY:
Common shares, $.01 par value; 125,000,000
shares authorized, 47,770,468 shares issued
and 47,489,415 shares outstanding                  477,705            0                 0         477,705
Additional paid-in capital                      403,204,416            0                 0     403,204,416
Treasury stock, at cost, 281,053 shares          (2,810,530)           0                 0      (2,810,530)
------------  -----------       -----------    ------------
Total shareholders' equity                400,871,591            0                 0     400,871,591
------------  -----------       -----------    ------------
Total liabilities and shareholders'
equity                                  $416,638,266  $11,189,901       $45,907,468    $473,735,635
============  ===========       ===========    ============

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s portion of the purchase
price.

(b)  Reflects Wells Real Estate Investment Trust, Inc.'s contribution to the
Wells Fund XIII-REIT Joint Venture.

(c)  Reflects deferred project costs contributed to the Wells Fund XIII-REIT
Joint Venture at approximately 4.17% of the purchase price.

(d)  Reflects Wells Real Estate Investment Trust, Inc.'s purchase price for the
land and the building.

(e)  Reflects deferred project costs applied to the land and building at
approximately 4.17% of the purchase price.

11

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME (LOSS)

FOR THE SIX MONTHS ENDED JUNE 30, 2001

(Unaudited)

Wells                   Pro Forma Adjustments
Real Estate      ----------------------------------------------
Investment       Comdata        AmeriCredit       State Street        Pro Forma
Trust, Inc.      Building        Building         Bank Building         Total
-----------     ----------      -----------       -------------      -----------

REVENUES:
Rental income                            $19,711,252     $      0        $       0          $3,617,688 (f)    $23,328,940
Equity in income of joint ventures         1,519,194      513,944 (a)      (98,624)(d)               0          1,934,514
Interest income                              193,007       (6,781)(b)       (8,135)(b)        (178,091)(b)              0
-----------     --------        ---------          ----------        -----------
21,423,453      507,163         (106,759)          3,439,597         25,263,454
-----------     --------        ---------          ----------        -----------
EXPENSES:
Depreciation and amortization              6,685,716            0                0             815,815 (g)      7,501,531
Interest                                   2,809,373      379,761 (c)      349,157 (e)       1,258,137 (h)      4,796,428
Operating costs, net of reimbursements     1,736,928            0                0             666,818 (i)      2,403,746
Management and leasing fees                1,117,902            0                0             162,796 (j)      1,280,698
General and administrative                   635,632            0                0                   0            635,632
Legal and accounting                         117,331            0                0                   0            117,331
Computer costs                                 6,328            0                0                   0              6,328
-----------     --------        ---------          ----------        -----------
13,109,210      379,761          349,157           2,903,566         16,741,694
-----------     --------        ---------          ----------        -----------
NET INCOME (LOSS)                         $ 8,314,243     $127,402        $(455,916)         $  536,031        $ 8,521,760
===========     ========        =========          ==========        ===========
EARNINGS PER SHARE, basic and
diluted                                  $      0.22                                                          $      0.23
===========                                                          ===========
WEIGHTED AVERAGE SHARES, basic and
diluted                                   37,792,014                                                           37,792,014
===========                                                          ===========

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s equity in the income of
the Wells Fund XII-REIT Joint Venture related to the Comdata Building from
January 1, 2001 through May 14, 2001.  The pro forma adjustment results
from rental revenues less operating expenses, management fees, and
depreciation.

(b)  Represents forgone interest income related to cash utilized to purchase the
Comdata Building, the AmeriCredit Building, and the State Street Bank
Building.

(c)  Represents interest expense on the $15,575,863 drawn on Wells Real Estate
Investment Trust, Inc.'s revolving credit agreement with Bank of America,
N.A., which bears interest at approximately 6.5% from January 1, 2001
through May 14, 2001.

(d)  Reflects Wells Real Estate Investment Trust, Inc.'s equity in the loss of
the Wells Fund XIII-REIT Joint Venture related to the AmeriCredit Building.
The pro forma adjustment results from rental revenues less operating
expenses, management fees and deprecation.

(e)  Represents interest expense on the $10,740,000 note payable to Bank of
America, which bears interest at approximately 6.5% for the six months
ended June 30, 2001.

(f)  Rental income is recognized on a straight-line basis.

(g)  Depreciation expense on the building is recognized using the straight-line
method and a 25-year life.

(h)  Represents interest expense on the $38,700,000 note payable to Bank of
America, which bears interest at approximately 6.5% for the six months
ended June 30, 2001.

(i)  Consists of nonreimbursable operating expenses.

(j)  Management and leasing fees are calculated at 4.5% of rental income.

12

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2000

(UNAUDITED)

Wells           Pro Forma Adjustments
Real Estate     ----------------------------
Investment      Comdata        State Street         Pro Forma
Trust, Inc.     Building       Bank Building          Total
-----------     --------       -------------      -----------

REVENUES:
Rental income                                             $20,505,000  $        0       $ 2,941,354 (d)      $23,446,354
Equity in income of joint ventures                          2,293,873     930,181 (a)             0            3,224,054
Interest income                                               520,924     (19,106)(b)      (501,818)(b)                0
Other income                                                   53,409           0                 0               53,409
-----------  ----------       -----------         ------------
23,373,206     911,075         2,439,536           26,723,817
-----------  ----------       -----------         ------------
EXPENSES:
Depreciation and amortization                               7,743,551           0         1,631,629 (e)        9,375,180
Interest                                                    4,199,461   1,284,495 (c)     3,191,473 (f)        8,675,429
Operating costs, net of reimbursements                        888,091           0           438,071 (g)        1,326,162
Management and leasing fees                                 1,309,974           0           132,361 (h)        1,442,335
General and administrative                                    426,680           0                 0              426,680
Legal and accounting                                          240,209           0                 0              240,209
Computer costs                                                 12,273           0                 0               12,273
-----------  ----------       -----------         ------------
14,820,239   1,284,495         5,393,534           21,498,268
-----------  ----------       -----------         ------------
NET INCOME (LOSS)                                          $ 8,552,967  $ (373,420)      $(2,953,998)         $ 5,225,549
===========  ==========       ===========          ===========

EARNINGS PER SHARE, basic and diluted                      $      0.40                                        $      0.24
===========                                        ===========

WEIGHTED AVERAGE SHARES, basic and diluted                  21,382,418                                         21,382,418
===========                                        ===========

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s equity in income of the
Wells Fund XII-REIT Joint Venture related to the Comdata Building.  The pro
forma adjustment results from rental revenues less operating expenses,
management fees, and depreciation.

(b)  Represents forgone interest income related to cash utilized to purchase the
Comdata Building and the State Street Bank Building.

(c)  Represents interest expense incurred on the $15,575,863 drawn on Wells Real
Estate Investment Trust, Inc.'s revolving credit agreement with Bank of
America, N.A., which bears interest at approximately 8.2% for the year
ended December 31, 2000.

(d)  Rental income is recognized on a straight-line basis.

(e)  Depreciation expense on the building is recognized using the straight-line
method and a 25-year life.

(f)  Interest expense on the $38,700,000 note payable to Bank of America, N.A.,
which bears interest at approximately 8.2% for the year ended December 31,
2000.

(g)  Consists of nonreimbursable operating expenses.

(h)  Management and leasing fees are calculated at 4.5% of rental income.

13

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SUPPLEMENT NO. 5 DATED OCTOBER 15, 2001 TO THE PROSPECTUS
DATED DECEMBER 20, 2000

This document supplements, and should be read in conjunction with, the
prospectus of Wells Real Estate Investment Trust, Inc. dated December 20, 2000,
as supplemented and amended by Supplement No. 1 dated February 5, 2001,
Supplement No. 2 dated April 25, 2001, Supplement No. 3 dated July 20, 2001, and
Supplement No. 4 dated August 10, 2001. When we refer to the "prospectus" in
this supplement, we are also referring to any and all supplements to the
prospectus. Unless otherwise defined in this supplement, capitalized terms used
in this supplement shall have the same meanings as set forth in the prospectus.

The purpose of this supplement is to describe the following:

(1)     The status of the offering of shares in Wells Real Estate
Investment Trust, Inc. (Wells REIT);

(2)     The declaration of dividends for the fourth quarter of 2001;

(3)     The acquisition of two one-story office buildings in Houston,
Texas (IKON Buildings);

(4)     The acquisition of a 14.87 acre tract of land in Irving, Texas
and the development and construction of an office building
thereon (Nissan Property);

(5)     The acquisition of a ground leasehold interest in a one
one-story office and distribution facility in Millington,
Tennessee (Ingram Micro Distribution Facility);

(6)     The acquisition of a four-story office building in Cary, North
Carolina (Lucent Building);

(7)     Revisions to the "Description of Properties" section of the
prospectus relating to an amendment to the Matsushita lease;

(8)     Revisions to the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section of the
prospectus;

(9)     Revisions to the "Plan of Distribution" section of the
prospectus; and

(10)    Financial statements relating to the IKON Buildings, Ingram
Micro Distribution Facility and Lucent Building.

Status of the Offering

We commenced our initial public offering of common stock on January 30,
1998. Our initial public offering was terminated on December 19, 1999. We
received approximately $132,181,919 in gross offering proceeds from the sale of
13,218,192 shares in our initial public offering. We commenced a second offering
of common stock on December 20, 1999. Our second public offering was terminated
on December 19, 2000. We received approximately $175,229,193 in gross offering
proceeds from the sale of 17,522,919 shares in our second public offering.

Pursuant to the prospectus, we commenced our third offering of common
stock on December 20, 2000. As of October 10, 2001, we had received an
additional $330,794,345 in gross offering proceeds

1

from the sale of 33,079,435 shares in the third offering. Accordingly, as of
October 10, 2001, we had received in the aggregate approximately $638,205,457 in
gross offering proceeds from the sale of 63,820,546 shares of our common stock.

Declaration of Fourth Quarter Dividend

On September 12, 2001, our board of directors declared a dividend for
the fourth quarter of 2001 in an amount equal to a 7.75% annualized percentage
return on an investment of $10 per share to be paid in December 2001. The fourth
quarter dividend will be calculated on a daily record basis of $0.00213 (.213
cents) per day per share on the outstanding shares of common stock payable to
shareholders of record of such shares as shown on the books of the Wells REIT at
the close of business on each day during the period, commencing on September 16,
2001, and continuing each day thereafter during the fourth quarter of 2001
through and including December 15, 2001.

The IKON Buildings

Purchase of the IKON Buildings. On September 7, 2001, Wells Operating
------------------------------
Partnership, L.P. (Wells OP), a Delaware limited partnership formed to acquire,
own, lease and operate real properties on behalf of the Wells REIT, purchased
two one-story office buildings aggregating approximately 157,790 rentable square
feet located at 810 and 820 Gears Road, Harris County, Houston, Texas (IKON
Buildings) from SV Reserve, L.P. SV Reserve, L.P. is not in any way affiliated
with the Wells REIT or Wells Capital, Inc., our Advisor.

The purchase price for the IKON Buildings was $20,650,000. Wells OP
incurred acquisition expenses in connection with the purchase of the IKON
Buildings, including commissions, attorneys' fees, recording fees, structural
report and environmental report fees, and other closing costs, of approximately
$132,500.

An independent appraisal of the IKON Buildings was prepared by Gary
Brown & Associates, Inc., real estate appraisers, as of August 30, 2001,
pursuant to which the market value of the real property containing the leased
fee interest subject to the leases described below was estimated to be
$20,750,000, in cash or terms equivalent to cash. This value estimate was based
upon a number of assumptions, including that the IKON Buildings will continue
operating at a stabilized level with IKON Office Solutions, Inc, an Ohio
corporation (IKON), occupying 100% of the rentable area, and is not necessarily
an accurate reflection of the fair market value of the property or the net
proceeds which would result from an immediate sale of this property. Wells OP
also obtained an environmental report and an engineering inspection report prior
to the closing evidencing that the condition of the land and the IKON Buildings
was satisfactory.

Description of the IKON Buildings and Site. The IKON Buildings, which were
------------------------------------------
completed in September 2000, consist of two one-story office buildings
containing approximately 157,790 rentable square feet (78,895 square feet for
each building) located on a 15.69 acre tract of land. The buildings are
constructed using a steel frame with steel trusses and a reinforced concrete
foundation. The exterior walls are made of primarily concrete masonry with
concrete tilt wall panels with slightly recessed reflective blue-tinted windows.
The interior walls consist of floated and painted gypsum board. In addition, the
lighted parking lot contains approximately 785 parking spaces.

2

The IKON Buildings are located at 810 and 820 Gears Road in Houston,
Texas, in the northern portion of Harris County approximately 12 to 16 miles
north of Houston's central business district in the Greens Crossing development.
The property is near North Freeway, which runs in a north-south direction to
Dallas, and North Sam Houston Parkway. In addition, the IKON Buildings are
located approximately five miles from the Houston Intercontinental Airport.
North Harris County contains headquarters for several U.S. and international
companies and offices for several other multinational companies, including
Federal Express, Continental Airlines and Paine Webber.

The IKON Lease. The entire 157,790 rentable square feet of the IKON Buildings is
--------------
currently under a lease agreement with IKON. The landlord's interest in the IKON
lease was assigned to Wells OP at the closing. The current term of the lease is
10 years, which commenced on May 1, 2000, and expires on April 30, 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, upon 12 months prior
written notice.

IKON's world headquarters is located in Malvern, Pennsylvania. 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 has approximately 39,000 employees and
approximately 900 locations worldwide. For the fiscal year ended September 30,
2000, IKON reported net income of approximately $29 million on revenues of
approximately $5.4 billion and a net worth, as of September 30, 2000, of
approximately $1.44 billion.

The base rent payable for the remainder of the IKON lease is as
follows:

---------------------------------------------------
Lease Year         Annual Rent      Monthly Rent
---------------------------------------------------
2-5                $2,015,767       $167,981
---------------------------------------------------
6-10               $2,228,784       $185,732
---------------------------------------------------

Pursuant to the IKON lease, IKON is required to pay all taxes relating
to the IKON Buildings and all operating costs incurred by the landlord in
maintaining and operating the IKON Buildings, including, but not limited to,
garbage and waste disposal, janitorial service and window cleaning, security,
insurance, water and sewer charges, wages, salaries and employee benefits of all
employees engaged in the operation, maintenance and management of the building,
indoor and outdoor landscaping, utilities, repairs, replacements and general
maintenance. Wells OP, as the landlord, will be responsible, for repairs related
to insurable casualty and for maintaining the roof, foundation, exterior walls
and windows, load bearing items and the electrical, mechanical and plumbing
systems of the building, except for the HVAC system. IKON, as the tenant, is
responsible for maintaining, repairing, and replacing the HVAC system. All
tenant improvements or alterations costing in excess of $50,000 must receive
prior written approval from Wells OP.

The Nissan Property

Purchase of the Nissan Property. On September 19, 2001, Wells OP purchased a
-------------------------------
14.873 acre tract of land located in Irving, Dallas County, Texas (Nissan
Property). Wells OP purchased the Nissan Property from The Ruth Ray and H.L.
Hunt Foundation and The Ruth Foundation, each a Texas non-profit corporation and
50% owner in the Nissan Property (Foundations). Neither of the Foundations are
in any way affiliated with the Wells REIT or our Advisor.

3

The purchase price for the Nissan Property was approximately
$5,545,700. Wells OP incurred acquisition expenses in connection with the
purchase of the Nissan Property, including attorneys' fees, recording fees and
environmental report fees, and other closing costs, of approximately $25,000.

Description of the Nissan Property and Site. Wells OP has entered into a
-------------------------------------------
development agreement, an architect agreement and a design and build agreement
(all described below) to construct a three-story office building containing
268,290 rentable square feet (Nissan Project) on the Nissan Property. The Nissan
Project will be constructed of concrete tilt-up, high performance glass with
parking for approximately 1,050 vehicles. The site consists of a 14.873 acre
tract of land located in the Freeport Business Park, which is an office and
industrial park strategically positioned near the Dallas-Ft. Worth International
Airport. Wells OP obtained an environmental report prior to the closing
evidencing that the condition of the land was satisfactory. The Nissan Property
is located in the city of Irving, Texas, approximately 18 miles northwest of
downtown Dallas. More than 400 multinational companies have offices in Irving
including Exxon, GTE and TransAmerica, which have their headquarters in Irving.
The Freeport Business Park itself contains tenants such as Xerox, Federal
Express and Allstate Insurance. The city of Irving is accessible from six major
highways.

Development Agreement. On September 19, 2001, 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.

The Developer is a Dallas-based commercial real estate development firm
with expertise in acquisition and disposition, debt and equity, financing, land
and building development and project leasing and management. The Developer is a
privately owned Texas limited partnership and the principals have an average
experience level of approximately 20 years. The Developer has been involved with
approximately 18 million square feet of office and industrial facilities valued
at more than $900 million throughout the United States, including several
million square feet of ongoing project developments in Dallas/Ft. Worth,
Memphis, Atlanta and Houston. The Developer is not affiliated with Wells OP or
our Advisor.

The primary responsibilities of the Developer under the Development
Agreement include:

.       the supervision, coordination, administration and management of
the work, activities and performance of the architect under the
Architect's Agreement (as described below) and the contractor
under the Construction Agreement (as described below);

.       the implementation of a development budget setting forth an
estimate of all expenses and costs to be incurred with respect
to the planning, design, development and construction of the
Nissan Project;

.       the review of all applications for disbursement made by or on
behalf of Wells OP under the Architect's Agreement and the
Construction Agreement;

.       the supervision and management of tenant build-out at the
Nissan Project; and

.       the negotiation of contracts with, supervision of the
performance of, and review and verification of applications for
payment of the fees, charges and expenses of such design and
engineering professionals, consultants and suppliers as the
Developer deems necessary for the design and construction of
the Nissan Project in accordance with the development budget.

4

The Developer will also perform other services typical of development
managers including, but not limited to, arranging for preliminary site plans,
surveys and engineering plans and drawings, overseeing the selection by the
contractor of major subcontractors and reviewing all applicable building codes,
environmental, zoning and land use laws and other applicable local, state and
federal laws, regulations and ordinances concerning the development, use and
operation of the Nissan Project or any portion thereof. The Developer is
required to advise Wells OP on a weekly basis as to the status of the Nissan
Project and submit to Wells OP monthly reports with respect to the progress of
construction, including a breakdown of all costs and expenses under the
development budget. The Developer is required to obtain prior written approval
from Wells OP before incurring and paying any costs which will result in
aggregate expenditures under any one category or line item in the development
budget exceeding the amount budgeted therefor. If the Developer determines at
any time that the development budget is not compatible with the then-prevailing
status of the Nissan Project and will not adequately provide for the completion
of the Nissan Project, the Developer will prepare and submit to Wells OP for
approval an appropriate revision of the development budget.

In discharging its duties and responsibilities under the Development
Agreement, the Developer has full and complete authority and discretion to act
for and on behalf of Wells OP. The Developer has agreed to indemnify Wells OP
from any and all claims, demands, losses, liabilities, actions, lawsuits, and
other proceedings, judgments and awards, and any costs and expenses arising out
of the gross negligence, fraud or any willful act or omission by the Developer.
Wells OP has agreed to indemnify the Developer from and against any and all
claims, demands, losses, liabilities, actions, lawsuits and other proceedings,
judgments and awards, and any costs and expenses arising out of (1) any actions
taken by the Developer within the scope of its duties or authority, excluding
negligence, fraud or willful acts of the Developer, and (2) the gross
negligence, fraud or any willful act or omission on the part of Wells OP and its
partners and their respective officers, directors and employees.

Wells OP may elect to provide funds to the Developer so that the
Developer can pay Wells OP's obligations with respect to the construction and
development of the Nissan Project directly. All such funds of Wells OP which may
be received by the Developer with respect to the development or construction of
the Nissan Project will be deposited in a bank account approved by Wells OP. If
at any time the funds contained in the bank account of Wells OP temporarily
exceeds the immediate cash needs of the Nissan Project, the Developer may invest
such excess funds in savings accounts, certificates of deposit, United States
Treasury obligations and commercial paper as the Developer deems appropriate or
as Wells OP may direct, provided that the form of any such investment is
consistent with the Developer's need to be able to liquidate any such investment
to meet the cash needs of the Nissan Project. The Developer shall be reimbursed
for all advances, costs and expenses paid for and on behalf of Wells OP. The
Developer will not be reimbursed, however, for its own administrative costs or
for costs relating to travel and lodging incurred by its employees and agents.
The Developer may be required to advance its own funds for the payment of any
costs or expenses incurred by or on behalf of Wells OP in connection with the
development of the Nissan Project if there are cost overruns in excess of the
contingency contained in the development budget.

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 (on the basis of the percentage of
construction completed) as the construction and development of the Nissan
Project is completed.

It is anticipated that the aggregate of all costs and expenses to be
incurred by Wells OP with respect to the acquisition of the Nissan Property, 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

5

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.

In the event the Developer should for any reason cease to manage the
development of the Nissan Project, Wells OP would have to locate a suitable
successor development manager. No assurances can be given as to whether a
suitable successor development manager could be found, or what the contractual
terms or arrangement with any such successor would be.

Architect's Agreement. HKS, Inc., a Texas corporation (Architect), is the
---------------------
architect for the Nissan Project pursuant to an Architect's Agreement
(Architect's Agreement) dated September 19, 2001 entered into with Wells OP. The
Architect, which was founded in 1939, has a staff of over 500 employees, and
specializes in architecture, planning, structural engineering, interior
architecture and graphic design. The Architect has its principal office in
Dallas and additional offices in Atlanta, Los Angeles, Orlando, Richmond, Salt
Lake City and Tampa. The Architect has designed a wide variety of projects, with
total values in excess of $26 billion, including facilities for corporate office
space, sports facilities, healthcare facilities and hotels and resorts. The
Architect is not affiliated with Wells OP or our Advisor.

The Architect's basic services under the Architect's Agreement include
the schematic design phase, the design development phase, the construction
documents phase, the construction procurement phase and the construction phase.
During the schematic design phase, the Architect will prepare schematic design
documents consisting of drawings and other documents illustrating the scale and
relationship of the Nissan Project components. During the design development
phase, the Architect will prepare design development documents consisting of
drawings and other documents to fix and describe the size and character of the
entire Nissan Project as to architectural, structural, civil mechanical, and
electrical systems, materials and such other elements as may be appropriate.
During the construction documents phase, the Architect will prepare construction
documents consisting of drawings and specifications setting forth in detail the
requirements for the construction of the Nissan Project along with necessary
bidding information. During the construction procurement phase, the Architect
will assist Wells OP in obtaining bids or negotiated proposals and assist in
awarding and preparing contracts for construction. During the construction
phase, the Architect is to provide administration of the Construction Agreement
(as described below) and advise and consult with the contractor and Wells OP
concerning various matters relating to the construction of the Nissan Project.
The Architect is required to visit the Nissan Project site at intervals
appropriate to the stage of construction and to become generally familiar with
the progress and quality of the work and to determine if, in general, the work
is proceeding in accordance with the contract schedule. The Architect is
required to keep Wells OP informed of the progress and quality of the work. The
Architect is also required to determine the amounts owing to the contractor
based on observations of the site and evaluations of the contractor's
application for payment and shall issue certificates for payment in amounts
determined in accordance with the Construction Agreement. The Architect will
also conduct inspections to determine the date of completion of the Nissan
Project and shall issue a final certificate for payment.

Payments will be paid to the Architect under the Architect Agreement on
a monthly basis in proportion to the services performed within each phase of
service. Monthly invoices will be based on the work done by designers, writers,
and draftsmen at various hourly rates.

Design and Build Construction Agreement. Wells OP entered into a Design and
---------------------------------------
Build Construction Agreement (Construction Agreement) on September 19, 2001 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

6

engaged in the construction of over 20 projects with a total construction value
of in excess of $235 million. The Contractor is not affiliated with Wells OP or
our Advisor.

The Contractor will begin construction of the Nissan Project in January
2002. The Nissan Project will consist of the construction of a three-story
concrete tilt-up, high performance glass office building containing
approximately 268,290 rentable square feet (Nissan Building). The land is
currently zoned to permit the intended development and operation of the Nissan
Project as a commercial office building and has access to all utilities
necessary for the development and operation of the Nissan Project, including
water, electricity, sanitary sewer and telephone.

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

Wells OP will make monthly progress payments to the Contractor in an
amount of 90% of the portion of the contract price properly allocable to labor,
materials and equipment, less the aggregate of any previous payments made by
Wells OP. When construction is substantially complete and the space is available
for occupancy, Wells OP will make a semi-final payment in the amount of all of
the unpaid balance, except that Wells OP may retain an amount in accordance with
the terms of the Construction Contract which is necessary to protect its
remaining interest until final completion of the Nissan Project. Wells OP will
pay the entire unpaid balance when the Nissan Project has been fully completed
in accordance with the terms and conditions of the Construction Contract. As a
condition of final payment, the Contractor will be required to execute and
deliver a release of all claims and liens against Wells OP.

The Contractor will be responsible to Wells OP for the acts or
omissions of its subcontractors and suppliers of materials and of persons either
directly or indirectly employed by them. The Contractor has agreed to indemnify
Wells OP from and against all liability, claims, damages, losses, expenses and
costs of any kind or description arising out of or in connection with the
performance of the Construction Contract, provided that such liability, claim,
damage, loss or expense is caused in whole or in part by any act or omission of
the Contractor, any subcontractor or materialmen, anyone directly or indirectly
employed by any of them or anyone for whose acts any of them may be liable. The
Construction Contract also requires the Contractor to obtain and maintain, until
completion of the Nissan Project, adequate insurance coverage relating to the
Nissan Project, including insurance for workers' compensation, personal injury
and property damage.

The Contractor is required to work expeditiously and diligently to
maintain progress in accordance with the construction schedule and to achieve
substantial completion of the Nissan Project within the contract time. The
Contractor is required to employ all such additional labor, services and
supervision, including such extra shifts and overtime, as may be necessary to
maintain progress in accordance with the construction schedule. It is
anticipated that the Nissan Project will be substantially completed by February
2003. Wells OP shall obtain a completion and performance bond in an amount
sufficient to complete construction and development of the Nissan Project to
reduce the risk of non-performance and to assure compliance with approved plans
and specifications.

The Nissan Lease. The entire 268,290 rentable square feet of the Nissan Building
----------------
is currently under a lease agreement with Nissan Motor Acceptance Corporation
(Nissan). The term of the lease began on September 19, 2001 and will extend 10
years beyond the rent commencement date. Construction on the building is
scheduled to begin on or before February 1, 2002 and to be completed within 20
months from

7

its commencement. 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.

Nissan is 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. NNA employs approximately 2,400
people. 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., the parent company of NNA,
reported fiscal year 2000 net income of $2.6 billion on revenues of $49.1
billion, and a net worth, as of March 31, 2001, of $7.7 billion.

The base rent payable for the Nissan lease beginning on the rent
commencement date is as follows:

------------------------------------------------------
Lease Year      Annual Rent        Monthly Rent
------------------------------------------------------
1      $4,225,860         $352,155
------------------------------------------------------
2      $4,325,168         $360,431
------------------------------------------------------
3      $4,426,809         $368,901
------------------------------------------------------
4      $4,530,839         $377,570
------------------------------------------------------
5      $4,637,314         $386,443
------------------------------------------------------
6      $4,746,291         $395,524
------------------------------------------------------
7      $4,857,829         $404,819
------------------------------------------------------
8      $4,971,988         $414,332
------------------------------------------------------
9      $5,088,829         $424,069
------------------------------------------------------
10     $5,208,417         $434,035
------------------------------------------------------
11*     $5,330,815         $444,235
------------------------------------------------------
12*     $5,456,089         $454,674
------------------------------------------------------
* If 2-year extension option is exercised.

Pursuant to the Nissan lease, Nissan is required to pay all taxes
relating to the Nissan Building and all operating costs including, but not
limited to, those associated with water, sewer, gas, electricity, light, heat,
telephone, television cable, rubbish removal, power and other utilities and
services used by Nissan. Nissan will also pay for repairs to the HVAC,
mechanical, electrical, elevator, and plumbing systems, as well as repairs to
the structural roof walls, foundations, paving, curbs, landscaping and fixtures.
Wells OP, as the landlord, will be responsible for repairs resulting from
defects in the initial construction of the building, as well as repairs to
structural portions of the foundation, exterior walls, structural frame and
roof. Nissan has an option to purchase the property if certain construction
related milestones are not met by Wells OP in the construction of the building.
In addition, if Wells OP ever decides to sell or transfer the property, Nissan
has a right of first refusal to purchase the property pursuant to the same
proposed sale terms. In order to exercise this right, Nissan must inform Wells
OP of its intent to purchase the property within 30 days of receiving notice
that Wells OP intends to sell or transfer the property.

8

The Ingram Micro Distribution Facility

Purchase of a Ground Leasehold Interest in the Ingram Micro Distribution
------------------------------------------------------------------------
Facility. On September 27, 2001, Wells OP acquired a ground leasehold interest
--------
in a 701,819 square foot distribution facility located on a 39.223 acre tract of
land at 3820 Micro Drive in the City of Millington, Shelby County, Tennessee
(Ingram Micro Distribution Facility), 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 described below,
were purchased from Ingram Micro L.P. (Ingram) in a sale-lease back transaction
for a purchase price of $21,050,000. Wells OP incurred acquisition expenses in
connection with the purchase of the Ingram Micro Distribution Facility,
including attorneys' fees, recording fees, property condition report fees,
environmental report fees and other closing costs, of approximately $54,600. The
Bond Lease expires on December 31, 2026.

Fee simple title to the land upon which the Ingram Micro Distribution
Facility 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 Distribution
Facility. The Bond is secured by a Fee Construction Mortgage Deed of Trust and
Assignment of Rents and Leases dated as of December 20, 1995 (Bond Deed of
Trust) executed by the Industrial Development Board for the benefit of Lease
Plan.

On December 20, 2000, Lease Plan assigned to Ingram its ground
leasehold interest in the Ingram Micro Distribution Facility under the Bond
Lease. On the same date, Lease Plan also assigned all of its rights and interest
in the Bond and the Bond Deed of Trust of Ingram.

In addition to purchasing the Bond Lease, as set forth above, 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 Distribution Facility from the Industrial
Development Board for $100 plus satisfying the indebtedness evidenced by the
Bond, which is currently held by Wells OP.

An independent appraisal of the ground leasehold interest in the Ingram
Micro Distribution Facility was prepared by Douglas B. Hall & Associates, Inc.,
real estate appraisers, as of September 4, 2001, pursuant to which the market
value of the real property containing the leased fee interest subject to the
lease described below was estimated to be $21,400,000, in cash or terms
equivalent to cash. This value estimate was based upon a number of assumptions,
including that the Ingram Micro Distribution Facility will continue operating at
a stabilized level with Ingram occupying 100% of the rentable area, and is not
necessarily an accurate reflection of the fair market value of the property or
the net proceeds which would result from an immediate sale of this property.
Wells OP also obtained an environmental report and an engineering inspection
report prior to the closing evidencing that the condition of the land and the
Ingram Micro Distribution Facility were satisfactory.

Description of the Ingram Micro Distribution Facility and Site. The Ingram Micro
--------------------------------------------------------------
Distribution Facility, which was completed in 1997, is a one-story office and
warehouse building containing approximately 701,819 rentable square feet located
on a 39.22 acre tract of land.

The site is located in the northern part of Shelby County, Tennessee
approximately 16 miles north of the Memphis central business district. The site
is on the west side of U.S. Highway 51 and the east side of Old Millington Road,
less than one mile from the Millington Municipal Airport. The major development
in Millington is the former Memphis Naval Air Station, which was one of the
world's largest inland naval bases until the 1993 Base Realignment and Closure
Commission approved a new mission for the base. Approximately 1,900 acres of
land on the base is now known as the West

9

Tennessee Regional Business Center and is planned for development as a major
employment center in the area.

The Ingram Lease. On September 27, 2001, Wells OP entered into a new lease with
----------------
Ingram pursuant to which Ingram agreed to lease the entire Ingram Micro
Distribution Facility from Wells OP. The Ingram lease has a term of 10 years
with two successive options to extend for 10 years each at an annual rate equal
to the greater of (i) 95% of the then-current fair market rental rate, or (ii)
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.

Ingram Micro, Inc. (Micro) is the general partner of Ingram and a
guarantor on the Ingram lease. Micro is traded on the New York Stock Exchange
and 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. In addition, Micro serves approximately 175,000 customers and
partners with approximately 1,700 manufacturers. For fiscal year-ended December
31, 2000, Micro reported a net income of over $226 million on revenues of
approximately $30.7 billion and a net worth, as of December 31, 2000, of
approximately $1.8 billion.

The annual base rent for the Ingram Micro Distribution Facility is
$2,035,275 for years one through five of the lease term and $2,340,566 for years
six through 10 of the lease term. Ingram has also agreed to pay as additional
rent all other amounts, liabilities and obligations relating to the Ingram Micro
Distribution Facility, including all taxes, assessments, water rents, sewer
rents and charges, duties, impositions, license and permit fees, charges for
public utilities of any kind, payments and all other charges incurred as a
result of the use and occupation of the premises by Ingram. Ingram is also
responsible for maintenance of the premises, including without limitation the
adjoining sidewalks and curbs, roof, generators and all operational building
systems.

The Lucent Building

Purchase of the Lucent Building. On September 28, 2001, Wells OP purchased a
-------------------------------
four-story office building with approximately 120,000 rentable square feet
located at 200 Lucent Lane, Cary, North Carolina (Lucent Building) from Lucent
Technologies, Inc. (Lucent) in a sale-lease back transaction. Lucent is not in
any way affiliated with the Wells REIT or our Advisor.

The purchase price for the Lucent Building was $17,650,000. Wells OP
incurred acquisition expenses in connection with the purchase of the Lucent
Building, including commissions, attorneys' fees, recording fees, structural
report and environmental report fees, and other closing costs, of approximately
$372,800.

An independent appraisal of the Lucent Building was prepared by CB
Richard Ellis, Inc., real estate appraisers, as of October 1, 2001, pursuant to
which the market value of the real property containing the leased fee interest
subject to the lease described below was estimated to be $18,400,000, in cash or
terms equivalent to cash. This value estimate was based upon a number of
assumptions, including that the Lucent Building will continue operating at a
stabilized level with Lucent occupying 100% of the rentable area, and is not
necessarily an accurate reflection of the fair market value of the property or
the net proceeds which would result from an immediate sale of this property.
Wells OP also obtained an environmental report and an engineering inspection
report prior to the closing evidencing that the condition of the land and the
Lucent Building were satisfactory.

10

Description of the Lucent Building and Site. The Lucent Building, which was
-------------------------------------------
completed in 1999, is a four-story office building containing approximately
120,000 rentable square feet located on a 29.19 acre tract of land, which
includes a 11.84 acre improved tract of land and a 17.34 acre undeveloped tract
of land. The building is constructed using a steel frame with steel beams and a
reinforced concrete foundation. The exterior walls are made of primarily glass
and steel. The common area interior walls consist of textured and painted
sheetrock with wood accent and trim. In addition, the building has multiple
elevators and approximately 500 paved parking spaces.

The Lucent Building is located at 200 Lucent Lane in Regency Park
office park in the "Research Triangle" in Cary, North Carolina. The site is
approximately 10 miles west of downtown Raleigh and 15 miles south of
Raleigh-Durham International Airport. Cary is a growing commercial and
residential suburb of Raleigh. Some of Cary's major industries include computer
software and technology, pharmaceuticals and communications. Regency Park
contains tenants such as Hewlett-Packard, Nextel and Alltel and is located
approximately three miles from Interstate 40, one of the major east-west
highways in the United States.

The Lucent Lease. The entire 120,000 rentable square feet of the Lucent Building
----------------
is currently under a lease agreement with Lucent, which does not include the
17.34 acre undeveloped tract of land described above. The current term of the
lease is 10 years, which commenced on September 28, 2001, and expires on
September 30, 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,
upon 12 months prior written notice.

Lucent is 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. As of June 30,
2001, Lucent employed approximately 87,000 people and had offices or
distributors in over 65 countries. For fiscal year-ended September 30, 2000,
Lucent reported a net income of over $1.2 billion on total revenues of
approximately $34 billion and a net worth, as of September 30, 2000, of over $26
billion.

The base rent payable under the Lucent lease is as follows:

-----------------------------------------------------------
Lease Year        Anuual Rent       Monthly Rent
-----------------------------------------------------------
1                $1,800,000          $150,000
-----------------------------------------------------------
2                $1,854,000          $154,500
-----------------------------------------------------------
3                $1,909,620          $159,135
-----------------------------------------------------------
4                $1,966,908          $163,909
-----------------------------------------------------------
5                $2,025,915          $168,826
-----------------------------------------------------------
6                $2,086,693          $173,891
-----------------------------------------------------------
7                $2,149,294          $179,108
-----------------------------------------------------------
8                $2,213,773          $184,481
-----------------------------------------------------------
9                $2,280,186          $190,016
-----------------------------------------------------------
10               $2,348,592          $195,716
-----------------------------------------------------------

Pursuant to the Lucent lease, Lucent is required to pay all taxes
relating to the Lucent Building and all operating costs, including, but not
limited to, those associated with water, sewerage, gas, steam, electricity, air
conditioning, telephone, garbage removal, power and other utilities and services
used by Lucent. Lucent is also required to pay for all repair and maintenance
costs, including but not limited to, window cleaning, security personnel,
elevator maintenance, HVAC maintenance, janitorial service, waste recycling
service, and landscaping maintenance. Wells OP, as the landlord, will be
responsible for building repairs caused by fire or other insurable casualties.

11

Property Management Fees

Wells Management Company, Inc. (Wells Management), an affiliate of the
Wells REIT and our Advisor, has been retained to manage and lease the IKON
Buildings, the Nissan Building, the Ingram Micro Distribution Facility and the
Lucent Building. The Wells REIT shall pay management and leasing fees to Wells
Management in the amount of 4.5% of gross revenues from the IKON Buildings, the
Nissan Building, the Ingram Micro Distribution Facility and the Lucent Building,
subject to certain limitations.

Description of Properties - The Matsushita Building

The information contained on page 85 in the "Description of Properties
- The Matsushita Building" section of the prospectus is revised as of the date
of this supplement by the deletion of the first and fourth full paragraphs on
that page and the insertion of the following paragraphs in lieu thereof:

Wells OP and Matsushita Avionics Systems Corporation
(Matsushita Avionics) entered into a Second Amendment to Office Lease
(Amendment) relating to the two-story office building (Matsushita
Building) located in the City of Lake Forest, Orange County,
California. The Amendment confirms that the lease commencement date for
the Matsushita lease is January 4, 2000, and that the amount of
rentable square feet of the building is 144,906 square feet.

The Matsushita lease terminates on January 31, 2007.
Matsushita Avionics has the option to extend the lease for two
additional five-year periods of time at an annual rate equal to 95% of
the then-current fair market rental rate,. Wells OP and Matsushita
Avionics agreed that the total project cost for the construction of the
Matsushita Building upon which the base rent was calculated was
$18,431,206. The base rent payable for the remainder of the Matsushita
lease is as follows:

-----------------------------------------------------------
Lease Year           Annual Rent        Monthly Rent
-----------------------------------------------------------
2/1/01-1/31/02       $1,888,834.60      $157,361.97
-----------------------------------------------------------
2/1/02-1/31/04       $2,005,463.60      $167,121.97
-----------------------------------------------------------
2/1/04-1/31/06       $2,122,583.60      $176,881.97
-----------------------------------------------------------
2/1/06-1/31/07       $2,239,703.60      $186,641.97
-----------------------------------------------------------

Management's Discussion and Analysis of Financial Condition and Results of
Operation

The information contained on page 98 in the "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" section of the prospectus is revised as of the date of this
supplement by the deletion of the first two paragraphs of that section and the
insertion of the following paragraphs in lieu thereof:

We began active operations on June 5, 1998, when we received
and accepted subscriptions for 125,000 shares pursuant to our initial
public offering, which commenced on January 30, 1998. We terminated our
initial public offering on December 19, 1999. Of the $132,181,919
raised in the initial offering, we invested a total of $111,032,812 in
properties. On December 20, 1999, we commenced a second public offering
of up to 22,200,000 shares of common stock. We terminated our second
offering on December 19, 2000. Of the $175,229,193 raised in the second
offering, we invested a total of $147,192,522 in properties.

12

Pursuant to the prospectus, we commenced this third offering
of shares of our common stock on December 20, 2000. As of October 10,
2001, we had received an additional $330,794,345 in gross offering
proceeds from the sale of 33,079,435 shares in the third offering. As
of October 10, 2001, we had raised in the aggregate a total of
$638,205,457 in offering proceeds through the sale of 63,820,546 shares
of common stock. As of October 10, 2001, we had paid a total of
$22,194,260 in acquisition and advisory fees and acquisition expenses,
had paid a total of $77,857,869 in selling commissions and
organizational and offering expenses, had made capital contributions of
$523,731,851 to Wells OP for investments in joint ventures and
acquisitions of real property, had utilized $4,083,734 for the
redemption of stock pursuant to our share redemption program, and were
holding net offering proceeds of $10,337,743 available for investment
in additional properties.

Plan of Distribution

The information contained on page 155 in the "Plan of Distribution"
section of the prospectus is revised as of the date of this supplement by the
deletion of the sixth and seventh full paragraphs on that page and the insertion
of the following paragraphs in lieu thereof:

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
Purchase Price per        per Incremental Share
Number of      Incremental Share in    in Volume Discount Range
Shares Purchased   Volume Discount Range       Percent      Amount
----------------   ---------------------       -------      ------
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 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.

The information contained on page 157 in the "Plan of Distribution"
section of the prospectus is revised as of the date of this supplement by the
deletion of the second and third full paragraphs on that page and the insertion
of the following paragraphs in lieu thereof:

Investors may agree with the participating broker-dealer
selling them shares or with the Dealer Manager if no participating
broker-dealer is involved in the transaction to reduce the amount of
selling commissions payable to zero (i) in the event the investor has
engaged the services of a registered investment advisor with whom the
investor has agreed to pay a fee for investment advisory services, or
(ii) in the event 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

13

not be affected by eliminating commissions payable in connection with
sales to investors purchasing through such registered investment
advisors or bank trust departments. All such sales must be made through
registered broker-dealers.

Neither the Dealer Manager nor its affiliates will directly or
indirectly compensate any person engaged as an investment advisor or a
bank trust department by a potential investor as an inducement for such
investment advisor or bank trust department to advise favorably for an
investment in the Wells REIT.

Financial Statements

The Statements of Revenues Over Certain Operating Expenses of the IKON
Buildings for the year ended December 31, 2000 and the Statements of Certain
Operating Expenses in Excess of Revenues of the Ingram Micro Distribution
Facility and Lucent Building for the year ended December 31, 2000, included in
this supplement and elsewhere in the registration statement, have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included in this supplement in reliance
upon the authority of said firm as experts in giving said reports.

The Statements of Revenues Over Certain Operating Expenses of the IKON
Buildings for the six months ended June 30, 2001 and the Statements of Certain
Operating Expenses in Excess of Revenues of the Ingram Micro Distribution
Facility and Lucent Building for the six months ended June 30, 2001, included in
this supplement and elsewhere in the registration statement, have not been
audited.

The Pro Forma Balance Sheet of the Wells REIT, as of June 30, 2001, the
Pro Forma Statement of Income for the six months ended June 30, 2001, and the
Pro Forma Statement of Income (loss) for the year ended December 31, 2000, which
are included in this supplement, have not been audited.

14

INDEX TO FINANCIAL STATEMENTS

IKON Buildings                                                                                   Page
----

Report of Independent Accountants                                                         16

Statements of Revenues Over Certain Operating Expenses                                    17
for the year ended December 31, 2000 (audited) and for the
six months ended June 30, 2001 (unaudited)

Notes to Statements of Revenues Over Certain Operating                                    18
Expenses for the year ended December 31, 2000 (audited) and
for the six months ended June 30, 2001 (unaudited)

Ingram Micro Distribution Facility

Report of Independent Accountants                                                         19

Statements of Certain Operating Expenses in Excess of Revenues                            20
for the year ended December 31, 2000 (audited) and for the
six months ended June 30, 2001 (unaudited)

Notes to Statements of Certain Operating Expenses in Excess of Revenues                   21
for the year ended December 31, 2000 (audited) and
for the six months ended June 30, 2001 (unaudited)

Lucent Building

Report of Independent Accountants                                                         22

Statements of Certain Operating Expenses in Excess of Revenues                            23
for the year ended December 31, 2000 (audited) and for the
six months ended June 30, 2001 (unaudited)

Notes to Statements of Certain Operating Expenses in Excess of                            24
Revenues for the year ended December 31, 2000 (audited) and
for the six months ended June 30, 2001 (unaudited)

Wells Real Estate Investment Trust, Inc.

Unaudited Pro Forma Financial Statements
----------------------------------------

Summary of Unaudited Pro Forma Financial Statements                                       25

Pro Forma Balance Sheet as of June 30, 2001                                               26

Pro Forma Statement of Income for the six months
ended June 30, 2001                                                                       28

Pro Forma Statement of Income (loss) for the year ended
December 31, 2000                                                                         29

15

[LOGO
ANDERSEN]

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the IKON BUILDINGS for the six months ended June 30, 2001 and the
year ended December 31, 2000. This financial statement is the responsibility of
management. Our responsibility is to express an opinion on this financial
statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the statement of revenues over
certain operating expenses is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statement of revenues over certain operating expenses. 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 audit provides a reasonable basis for our
opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the IKON
Buildings after acquisition by the Wells Operating Partnership, L.P., a
subsidiary of Wells Real Estate Investment Trust, Inc. The accompanying
statement of revenues over certain operating expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission and is not intended to be a complete presentation of the
IKON Buildings' revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the IKON Buildings for the six months ended June 30, 2001 and the
year ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States.

/s/ Arthur Andersen LLP

Atlanta, Georgia
September 12, 2001

16

IKON BUILDINGS

STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE SIX MONTHS ENDED JUNE 30, 2001

AND THE YEAR ENDED DECEMBER 31, 2000

2001         2000
----------   ----------
(Unaudited)

RENTAL REVENUES                                         $1,034,675   $1,379,567

OPERATING EXPENSES, net of reimbursements                        0      115,276
----------   ----------
REVENUES OVER CERTAIN OPERATING EXPENSES                $1,034,675   $1,264,291
==========   ==========

The accompanying notes are an integral part of these statements.

17

IKON BUILDINGS

NOTES TO STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE SIX MONTHS ENDED JUNE 30, 2001

AND THE YEAR ENDED DECEMBER 31, 2000

1.       ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On September 7, 2001, the Wells Operating Partnership, L.P. ("Wells
OP") acquired the IKON Buildings from SV Reserve, L.P. ("SV Reserve").
Wells OP is a Delaware limited partnership that was organized to own
and operate properties on behalf of Wells Real Estate Investment Trust,
Inc., a Maryland corporation. As the sole general partner of Wells OP,
Wells Real Estate Investment Trust, Inc. possesses full legal control
and authority over the operations of Wells OP.

IKON Office Solutions, Inc. ("IKON") currently occupies the entire
157,790 rentable square feet of the two single-story office buildings
comprising the IKON Buildings under a net lease agreement (the "IKON
Lease"). IKON is a public entity traded on the New York Stock Exchange.
SV Reserve's interest in the IKON Lease was assigned to Wells OP at the
closing. The initial term of the IKON Lease commenced on May 1, 2000
and expires on April 30, 2010. IKON has the right to extend the IKON
Lease for two additional periods of five years at a rate equal to the
then-current fair market rental rate. Under the IKON Lease, IKON is
required to pay, as additional monthly rent, all operating costs,
including but not limited to, water, power, heating, lighting, air
conditioning and ventilation, security fees, landscaping, window
cleaning, pest control, property management fees, taxes, assessments
and governmental levies, insurance, amortization (together with
reasonable financing charges) of capital items installed for the
purpose of reducing operating expenses, as well as the cost of all
supplies, wages and salaries incurred by the landlord in connection
with the operations and maintenance of the premises. Wells OP will be
responsible for all building repairs caused by fire, windstorm, or
other insurable casualty.

Rental Revenues

Rental income is recognized on a straight-line basis over the term of
the IKON Lease.

2.       Basis of Accounting

The accompanying statements of revenues over certain operating expenses
are presented on the accrual basis. These statements have been prepared
in accordance with the applicable rules and regulations of the
Securities and Exchange Commission for real estate properties acquired.
Accordingly, these statements exclude certain historical expenses, such
as depreciation, interest, and management fees. Therefore, these
statements are not comparable to the operations of the IKON Buildings
after acquisition by Wells OP.

18

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of certain operating expenses in
excess of revenues for the Ingram MICRO DISTRIBUTION FACILITY for the year ended
December 31, 2000. This financial statement is the responsibility of management.
Our responsibility is to express an opinion on this financial statement based on
our audit.

We conducted our audit 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 statement of certain operating
expenses in excess of revenues is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of certain operating expenses in excess of
revenues. 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 audit provides a
reasonable basis for our opinion.

As described in Note 2, this financial statement excludes certain expenses that
would be comparable with those resulting from the operations of the Ingram Micro
Distribution Facility after acquisition by Wells Operating Partnership, L.P., a
subsidiary of Wells Real Estate Investment Trust, Inc. The accompanying
statement of certain operating expenses in excess of revenues was prepared for
the purpose of complying with the rules and regulations of the Securities and
Exchange Commission and is not intended to be a complete presentation of the
Ingram Micro Distribution Facility's revenues and expenses.

In our opinion, the statement of certain operating expenses in excess of
revenues presents fairly, in all material respects, certain operating expenses
in excess of revenues for the Ingram Micro Distribution Facility for the year
ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States.

/s/ Arthur Andersen LLP

Atlanta, Georgia
October 5, 2001

19

INGRAM MICRO DISTRIBUTION FACILITY

STATEMENTS OF

CERTAIN OPERATING EXPENSES IN EXCESS OF REVENUES

FOR THE SIX MONTHS ENDED JUNE 30, 2001 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2000

(Unaudited)
2001            2000
---------      -----------
RENTAL REVENUES                                    $       0      $         0

OPERATING EXPENSES                                   945,910        2,083,598
---------      -----------
CERTAIN OPERATING EXPENSES IN EXCESS OF
REVENUES                                        $(945,910)     $(2,083,598)
=========      ===========

The accompanying notes are an integral part of these statements.

20

INGRAM MICRO DISTRIBUTION FACILITY

NOTES TO STATEMENTS OF

CERTAIN OPERATING EXPENSES IN EXCESS OF REVENUES

FOR THE SIX MONTHS ENDED JUNE 30, 2001 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2000

1.   Organization and significant accounting policies

Description of Real Estate Property Acquired

On September 27, 2001, Wells Operating Partnership, L.P. ("Wells OP")
acquired the Ingram Micro Distribution Facility from Ingram Micro, L.P.
("Ingram"). Wells OP is a Delaware limited partnership organized to own and
operate properties on behalf of Wells Real Estate Investment Trust, Inc., a
Maryland corporation. As the sole general partner of Wells OP, Wells Real
Estate Investment Trust, Inc. possesses full legal control and authority
over the operations of Wells OP.

Ingram currently occupies 100% of the Ingram Micro Distribution Facility
under a net lease agreement (the "Ingram Lease") with Wells OP. The Ingram
Micro Distribution Facility is a one-story industrial building comprised of
701,819 rentable square feet. Ingram Micro, Inc. is the guarantor of the
Ingram Lease and is a public entity traded on the New York Stock Exchange.
Prior to September 27, 2001, Ingram owned and occupied the entire Ingram
Micro Distribution Facility; therefore, no rental revenues were recognized
for the year ended December 31, 2000 or for the six months ended June 30,
2001. The initial term of the Ingram Lease commenced on September 27, 2001
and expires on September 30, 2011. Ingram has the right to extend the
Ingram Lease for two additional periods of ten years at an annual rate
equal to the greater of (i) 95% of the then-current fair market rental
rate, or (ii) 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, shall also be increased by 15% beginning in the 61st
month of each extended term. Under the Ingram Lease, Ingram is required to
pay, as additional monthly rent, all operating costs, including but not
limited to insurance costs, utilities, taxes, assessments, water and sewer
charges, license and permit fees. Ingram is also responsible for
maintenance of the premises, including without limitation the adjoining
sidewalks and curbs, roof, generators and all operational building systems.

2.   Basis of Accounting

The accompanying statements of certain operating expenses in excess of
revenues are presented on the accrual basis. These statements have been
prepared in accordance with the applicable rules and regulations of the
Securities and Exchange Commission for real estate properties acquired.
Accordingly, these statements exclude certain historical expenses such as
depreciation, interest, and management fees. Therefore, these statements
are not comparable to the operations of the Ingram Micro Distribution
Facility after acquisition by Wells OP.

21

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of certain operating expenses in
excess of revenues of the Lucent BUILDING for the year ended December 31, 2000.
This financial statement is the responsibility of management. Our responsibility
is to express an opinion on this financial statement based on our audit.

We conducted our audit 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 statement of certain operating
expenses in excess of revenues is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of certain operating expenses in excess of
revenues. 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 audit provides a
reasonable basis for our opinion.

As described in Note 2, this financial statement excludes certain expenses that
would be comparable with those resulting from the operations of the Lucent
Building after acquisition by Wells Operating Partnership, L.P., a subsidiary of
Wells Real Estate Investment Trust, Inc. The accompanying statement of certain
operating expenses in excess of revenues was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and is not intended to be a complete presentation of the Lucent
Building's revenues and expenses.

In our opinion, the statement of certain operating expenses in excess of
revenues presents fairly, in all material respects, certain operating expenses
in excess of revenues for the Lucent Building for the year ended December 31,
2000 in conformity with accounting principles generally accepted in the United
States.

/s/ Arthur Andersen LLP

Atlanta, Georgia
October 5, 2001

22

LUCENT BUILDING

STATEMENTS OF

CERTAIN OPERATING EXPENSES IN EXCESS OF REVENUES

FOR THE SIX MONTHS ENDED JUNE 30, 2001 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2000

(Unaudited)
2001        2000
-----------  ---------

RENTAL REVENUES                                          $       0   $       0

OPERATING EXPENSES                                         246,503     465,726
----------   ---------
CERTAIN OPERATING EXPENSES IN EXCESS OF REVENUES         $(246,503)  $(465,726)
==========   =========

The accompanying notes are an integral part of these statements.

23

LUCENT BUILDING

NOTES TO STATEMENTS OF

CERTAIN OPERATING EXPENSES IN EXCESS OF REVENUES

FOR THE SIX MONTHS ENDED JUNE 30, 2001 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2000

1.   Organization and Significant Accounting Policies

Description of Real Estate Property Acquired

On September 28, 2001, Wells Operating Partnership, L.P. ("Wells OP")
acquired the Lucent Building from Lucent Technologies, Inc. ("Lucent").
Wells OP is a Delaware limited partnership organized to own and operate
properties on behalf of Wells Real Estate Investment Trust, Inc., a
Maryland corporation. As the sole general partner of Wells OP, Wells Real
Estate Investment Trust, Inc. possesses full legal control and authority
over the operations of Wells OP.

Lucent currently occupies 100% of the Lucent Building under a net lease
agreement (the "Lucent Lease") with Wells OP. The Lucent Building is a
four-story office building comprised of 120,000 rentable square feet.
Lucent is a public entity traded on the New York Stock Exchange. Prior to
September 28, 2001, Lucent owned and occupied the entire rentable square
feet of the Lucent Building; therefore, no rental revenues were recognized
for the year ended December 31, 2000 or for the six months ended June 30,
2001. The initial term of the Lucent Lease commenced on September 28, 2001
and expires on September 30, 2011. Lucent has the right to extend the
Lucent Lease for three additional periods of five years at a rate equal to
the then-current fair market rental rate. Under the Lucent Lease, Lucent is
required to pay, as additional monthly rent, all operating costs including
but not limited to electricity, gas, steam, water, sanitation, air
conditioning, as well as other fuel and utilities for the property. Lucent
is also responsible for maintaining all service and maintenance agreements
for the building and equipment contained therein, including but not limited
to window cleaning, security, elevator and HVAC maintenance, and janitorial
and landscaping services. Wells OP will be responsible for all building
repairs caused by fire or other insurable casualties.

2.   Basis of Accounting

The accompanying statements of certain operating expenses in excess of
revenues are presented on the accrual basis. These statements have been
prepared in accordance with the applicable rules and regulations of the
Securities and Exchange Commission for real estate properties acquired.
Accordingly, these statements exclude certain historical expenses such as
depreciation, interest, and management fees. Therefore, these statements
are not comparable to the operations of the Lucent Building after
acquisition by Wells OP.

24

WELLS REAL ESTATE INVESTMENT TRUST, INC.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

JUNE 30, 2001

The following unaudited pro forma balance sheet as of June 30, 2001 has been
prepared to give effect to the acquisition of the AmeriCredit Building by Wells
XIII-REIT Joint Venture (a joint venture partnership between Wells Real Estate
Fund XIII, L.P. and Wells Operating Partnership, L.P. ["Wells OP"]), the
acquisitions of the State Street Bank Building, and the IKON Buildings by Wells
OP (collectively, the "Prior Acquisitions"), and the Ingram Micro Distribution
Facility, the Lucent Building and the Nissan Property acquired by Wells OP as if
each acquisition occurred on June 30, 2001. The Comdata Building was acquired by
Wells XII-REIT Joint Venture (a joint venture partnership between Wells Real
Estate Fund XII, L.P. and Wells OP) on May 15, 2001.

The following unaudited pro forma statement of income for the six months ended
June 30, 2001 has been prepared to give effect to the acquisitions of the
Comdata Building, the AmeriCredit Building, the State Street Bank Building, the
IKON Buildings, the Ingram Micro Distribution Facility, the Lucent Building, and
the Nissan Property as if the acquisitions occurred on January 1, 2001. The
following unaudited pro forma statement of income (loss) for the year ended
December 31, 2000 has been prepared to give effect to the acquisitions of the
Comdata Building, the State Street Bank Building, the IKON Buildings, the Ingram
Micro Distribution Facility, and the Lucent Building as if the acquisitions
occurred on January 1, 2000. The AmeriCredit Building had no operations during
2000. The Nissan Property had no operations during 2001 or 2000.

Wells OP is a Delaware limited partnership organized to own and operate
properties on behalf of Wells Real Estate Investment Trust, Inc., a Maryland
corporation. As the sole general partner of Wells OP, Wells Real Estate
Investment Trust, Inc. possesses full legal control and authority over the
operations of Wells OP. Accordingly, the accounts of Wells OP are consolidated
with the accompanying pro forma financial statements of Wells Real Estate
Investment Trust, Inc.

These unaudited pro forma financial statements are prepared for informational
purposes only and are not necessarily indicative of future results or of actual
results that would have been achieved had the acquisitions of the Comdata
Building, the AmeriCredit Building, the State Street Bank Building, the IKON
Buildings, the Ingram Micro Distribution Facility, the Lucent Building and the
Nissan Property been consummated at the beginning of the periods presented.

As of June 30, 2001, the date of the accompanying pro forma balance sheet, Wells
OP held cash of $6,074,926. The additional cash used to purchase the State
Street Bank Building, the IKON Buildings, the Ingram Micro Distribution
Facility, the Lucent Building and the Nissan Property, including deferred
project costs paid to Wells Capital, Inc. (an affiliate of Wells OP), was raised
through the issuance of additional shares by Wells Real Estate Investment Trust,
Inc. subsequent to June 30, 2001. This balance is reflected as purchase
consideration payable in the accompanying pro forma balance sheet.

25

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA BALANCE SHEET

JUNE 30, 2001
(Unaudited)

ASSETS

Pro Forma Adjustments
-----------------------------------------------------------------------------
Wells
Real Estate                     Ingram Micro
Investment          Prior       Distribution       Lucent          Nissan        Pro Forma
Trust, Inc.     Acquisitions      Facility        Building        Property         Total
-------------   --------------  --------------  --------------  --------------  -------------

REAL ESTATE ASSETS, at cost:
Land                            $  47,256,748   $13,335,000(a)      320,000(a)  $ 2,850,000(a)  $ 5,498,162(a)  $  70,176,708
555,625(b)       13,333(b)      118,750(b)      229,090(b)
Buildings, less accumulated
depreciation of $15,863,470     285,964,597    57,206,623(a)   20,785,184(a)   14,850,282(a)            0       382,675,107
2,383,609(b)      866,050(b)      618,762(b)            0
Construction in progress            7,143,876             0               0               0               0         7,143,876
-------------   --------------  --------------  --------------  --------------  -------------
Total real estate
assets                340,365,221    73,480,857      21,984,567      18,437,794       5,727,252       459,995,691

CASH AND CASH EQUIVALENTS             6,074,926    (5,924,926)(a)           0               0               0                 0
(150,000)(c)

INVESTMENT IN BONDS                           0             0      22,000,000(f)            0               0        22,000,000

INVESTMENT IN JOINT VENTURES         60,261,895    11,343,750(d)            0               0               0        71,605,645

ACCOUNTS RECEIVABLE                   4,661,279             0               0               0               0         4,661,279

DEFERRED LEASE ACQUISITION
COSTS                               1,738,658             0               0               0               0         1,738,658

DEFERRED PROJECT COSTS                    3,849        (3,849)(e)           0               0               0                 0

DEFERRED OFFERING COSTS                 731,574             0               0               0               0           731,574

DUE FROM AFFILIATES                   1,242,469             0               0               0               0         1,242,469

PREPAID EXPENSES AND OTHER
ASSETS                              1,558,395             0               0               0               0         1,558,395
-------------   --------------  --------------  --------------  --------------  -------------
Total assets            $ 416,638,266   $78,745,832     $43,984,567     $18,437,794     $ 5,727,252     $ 563,533,711
=============   ==============  ==============  ==============  ==============  =============

26

LIABILITIES AND SHAREHOLDERS' EQUITY

Pro Forma Adjustments
-----------------------------------------------------------------------------
Wells
Real Estate                     Ingram Micro
Investment          Prior       Distribution       Lucent          Nissan        Pro Forma
Trust, Inc.     Acquisitions      Facility        Building        Property         Total
-------------   --------------  --------------  --------------  --------------  -------------

LIABILITIES:
Accounts payable and accrued
expenses                      $   2,592,211   $         0     $         0     $         0     $         0     $   2,592,211
Notes payable                      10,298,850    48,300,000(a)    8,850,000(a)   12,800,000(a)    5,498,162(a)    118,487,012
10,740,000(c)   22,000,000(g)
Dividends payable                   1,071,657             0               0               0               0         1,071,657
Due to affiliate                    1,508,539     2,939,234(b)      879,383(b)      737,512(b)      229,090(b)      6,743,659
449,901(e)
Purchase consideration payable              0    16,316,697(a)   12,255,184(a)    4,900,282(a)            0        33,472,163
Deferred rental income                 95,418             0               0               0               0            95,418
-------------   --------------  --------------  --------------  --------------  -------------
Total liabilities          15,566,675    78,745,832      43,984,567      18,437,794       5,727,252       162,462,120
-------------   --------------  --------------  --------------  --------------  -------------
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST OF UNIT HOLDER
IN OPERATING PARTNERSHIP              200,000             0               0               0               0           200,000
-------------   --------------  --------------  --------------  --------------  -------------
SHAREHOLDERS' EQUITY:
Common shares, $.01 par
value; 125,000,000 shares
authorized, 47,770,468 shares
issued and 47,489,415 shares
outstanding                         477,705             0               0               0               0           477,705
Additional paid-in capital        403,204,416             0               0               0               0       403,204,416
Treasury stock, at cost,
281,053 shares                   (2,810,530)            0               0               0               0        (2,810,530)
-------------   --------------  --------------  --------------  --------------  -------------
Total shareholders'
equity                400,871,591             0               0               0               0       400,871,591
-------------   --------------  --------------  --------------  --------------  -------------
Total liabilities and
shareholders'
equity              $ 416,638,266   $78,745,832     $43,984,567     $18,437,794     $ 5,727,252     $ 563,533,711
=============   ==============  ==============  ==============  ==============  =============

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s purchase price for
the land and the building.

(b)  Reflects deferred project costs applied to the land and building at
approximately 4.17% of the purchase price.

(c)  Reflects Wells Real Estate Investment Trust, Inc.'s portion of the
purchase price.

(d)  Reflects Wells Real Estate Investment Trust, Inc.'s contribution to
the Wells XIII-REIT Joint Venture.

(e)  Reflects deferred project costs contributed to the Wells XIII-REIT
Joint Venture at approximately 4.17% of the purchase price.

(f)  Represents investments in bonds for which 100% of the principal
balance becomes payable on December 31, 2026.

(g)  Represents mortgage note secured by the Deed of Trust to the Ingram
Micro Distribution Facility for which 100% of the principal balance
becomes payable on December 31, 2026.

27

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2001

(Unaudited)

Wells
Real Estate                     Ingram Micro
Investment          Prior       Distribution       Lucent        Pro Forma
Trust, Inc.     Acquisitions      Facility        Building         Total
-------------   --------------  --------------  --------------  ------------

REVENUES:
Rental income                           $  19,711,252   $ 4,652,363(a)  $ 1,094,230(a)  $ 1,031,749(a)   $26,489,594
Equity in income (loss) of joint
ventures                                   1,519,194       513,944(b)            0               0        1,934,514
(98,624)(c)
Interest income                               193,007      (193,007)(d)     880,000(j)            0          880,000
-------------   --------------  --------------  --------------  ------------
21,423,453     4,874,676       1,974,230       1,031,749       29,304,108
-------------   --------------  --------------  --------------  ------------
EXPENSES:
Depreciation and amortization               6,685,716     1,191,805(e)      433,025(e)      309,381(e)     8,619,927
Interest                                    2,809,373       379,761(f)      287,714(k)      416,128(m)     6,692,366
1,919,390(g)      880,000(l)
Operating costs, net of
reimbursements                             1,736,928       666,818(h)            0(h)            0(h)     2,403,746
Management and leasing fees                 1,117,902       209,356(i)       49,240(i)       46,429(i)     1,422,927
General and administrative                    635,632             0               0               0          635,632
Legal and accounting                          117,331             0               0               0          117,331
Computer costs                                  6,328             0               0               0            6,328
-------------   --------------  --------------  --------------  ------------
13,109,210     4,367,130       1,659,979         771,938       19,898,257
-------------   --------------  --------------  --------------  ------------
NET INCOME                                $   8,314,243   $   507,546     $   324,251     $   259,811      $ 9,405,851
=============   ==============  ==============  ==============  ============

EARNINGS PER SHARE, basic and diluted     $        0.22                                                    $      0.25
=============                                                   ============

WEIGHTED AVERAGE SHARES, basic and
diluted                                    37,792,014                                                     37,792,014
=============                                                   ============

(a)    Rental income is recognized on a straight-line basis.

(b)    Reflects Wells Real Estate Investment Trust, Inc.'s equity in the income
of Wells XII-REIT Joint Venture related to the Comdata Building from
January 1, 2001 through May 14, 2001. The pro forma adjustment results
from rental revenues less operating expenses, management fees, and
depreciation.

(c)    Reflects Wells Real Estate Investment Trust, Inc.'s equity in the loss of
Wells XIII-REIT Joint Venture related to the AmeriCredit Building. The
pro forma adjustment results from rental revenues less operating
expenses, management fees, and depreciation.

(d)    Represents forgone interest income related to cash utilized to purchase
the Comdata Building, the AmeriCredit Building, and the State Street Bank
Building.

(e)    Depreciation expense on the buildings is recognized using the straight-
line method and a 25-year life.

(f)    Represents interest expense on the $15,575,863 drawn on Wells Real Estate
Investment Trust, Inc.'s revolving credit agreement with Bank of America,
N.A., which bears interest at approximately 6.5% per annum from
January 1, 2001 through May 14, 2001.

(g)    Represents interest expense on the $59,040,000 of notes payable to Bank
of America, N.A., which bear interest at approximately 6.5% per annum for
the six months ended June 30, 2001.

(h)    Consists of nonreimbursable operating expenses.

(i)    Management and leasing fees are calculated at 4.5% of rental income.

(j)    Represents interest income on the $22,000,000 investment in bonds due
from the Industrial Development Authority, which earns interest at 8% per
annum.

(k)    Represents interest expense on the $8,850,000 drawn on Wells Real Estate
Investment Trust, Inc.'s revolving credit agreement with Bank of America,
N.A., which bears interest at approximately 6.5% per annum for the six
months ended June 30, 2001.

(l)    Represents interest expense on the $22,000,000 mortgage note payable to
the Industrial Development Authority, which bears interest at 8% per
annum.

(m)    Represents interest expense on the $12,800,000 drawn on Wells Real Estate
Investment Trust, Inc.'s revolving credit agreement Bank of America,
N.A., which bears interest at approximately 6.5% per annum for the six
months ended June 30, 2001.

28

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2000

(Unaudited)

Wells
Real Estate                     Ingram Micro
Investment          Prior       Distribution       Lucent        Pro Forma
Trust, Inc.     Acquisitions      Facility        Building         Total
-------------   --------------  --------------  --------------  ------------

REVENUES:
Rental income                           $  20,505,000   $ 4,320,921(a)  $ 2,188,461(a)  $ 2,063,498(a)   $29,077,880
Equity in income of joint
ventures                                  2,293,873       930,181(b)            0               0        3,224,054
Interest income                               520,924      (520,924)(c)   1,760,000(i)            0        1,760,000
Other income                                   53,409             0               0               0           53,409
-------------   --------------  --------------  --------------  ------------
23,373,206     4,730,178       3,948,461       2,063,498       34,115,343
-------------   --------------  --------------  --------------  ------------
EXPENSES:
Depreciation and amortization               7,743,551     2,383,609(d)      866,049(d)      618,762(d)    11,611,971
Interest                                    4,199,461     1,284,495(e)      729,833(j)    1,055,578(l)    13,012,523
3,983,156(f)    1,760,000(k)
Operating costs, net of
reimbursements                              888,091       553,347(g)            0(g)            0(g)     1,441,438
Management and leasing fees                 1,309,974       194,442(h)       98,481(h)       92,857(h)     1,695,754
General and administrative                    426,680             0               0               0          426,680
Legal and accounting                          240,209             0               0               0          240,209
Computer costs                                 12,273             0               0               0           12,273
-------------   --------------  --------------  --------------  ------------
14,820,239     8,399,049       3,454,363       1,767,197       28,440,848
-------------   --------------  --------------  --------------  ------------
NET INCOME (LOSS)                         $   8,552,967   $(3,668,871)    $   494,098     $   296,301      $ 5,674,495
=============   ==============  ==============  ==============  ============

EARNINGS PER SHARE, basic and diluted     $        0.40                                                    $      0.27
=============                                                   ============

WEIGHTED AVERAGE SHARES, basic
and diluted                                21,382,418                                                     21,382,418
=============                                                   ============

(a)  Rental income is recognized on a straight-line basis.

(b)  Reflects Wells Real Estate Investment Trust, Inc.'s equity in income of
Wells XII-REIT Joint Venture related to the Comdata Building. The pro forma
adjustment results from rental revenues less operating expenses, management
fees, and depreciation.

(c)  Represents forgone interest income related to cash utilized to purchase the
Comdata Building and the State Street Bank Building.

(d)  Depreciation expense on the buildings is recognized using the straight-line
method and a 25-year life.

(e)  Represents interest expense incurred on the $15,575,863 drawn on Wells Real
Estate Investment Trust, Inc.'s revolving credit agreement with Bank of
America, N.A., which bears interest at approximately 8.3% for the year
ended December 31, 2000.

(f)  Represents interest expense on the $48,300,000 of notes payable to Bank of
America, N.A., which bear interest at approximately 8.3% for the year ended
December 31, 2000.

(g)  Consists of nonreimbursable operating expenses.

(h)  Management and leasing fees are calculated at 4.5% of rental income.

(i)  Represents interest income on the $22,000,000 investment in bonds due from
the Industrial Development Authority, which earns interest at 8%.

(j)  Represents interest expense on the $8,850,000 drawn on Wells Real Estate
Investment Trust, Inc.'s revolving credit agreement with Bank of America,
N.A., which bears interest at approximately 8.3% for the six months ended
June 30, 2001.

(k)  Represents interest expense on the $22,000,000 mortgage note payable to the
Industrial Development Authority, which bears interest at 8%.

(l)  Represents interest expense on the $12,800,000 drawn on Wells Real Estate
Investment Trust, Inc.'s revolving credit agreement with Bank of America,
N.A., which bears interest at approximately 8.3% for the year ended
December 31, 2000.

29

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SUPPLEMENT NO. 6 DATED JANUARY 20, 2002 TO THE PROSPECTUS
DATED DECEMBER 20, 2000

This document supplements, and should be read in conjunction with, the
prospectus of Wells Real Estate Investment Trust, Inc. dated December 20, 2000,
as supplemented and amended by Supplement No. 1 dated February 5, 2001,
Supplement No. 2 dated April 25, 2001, Supplement No. 3 dated July 20, 2001,
Supplement No. 4 dated August 10, 2001 and Supplement No. 5 dated October 15,
2001. When we refer to the "prospectus" in this supplement, we are also
referring to any and all supplements to the prospectus. Unless otherwise defined
in this supplement, capitalized terms used in this supplement shall have the
same meanings as set forth in the prospectus.

The purpose of this supplement is to describe the following:

(1)   Status of the offering of shares in Wells Real Estate Investment
Trust, Inc. (Wells REIT);

(2)   Declaration of dividends for the first quarter of 2002;

(3)   Revisions to the "Suitability Standards" section of the
prospectus;

(4)   Acquisition of a two-story office building in Tamarac, Florida
(Convergys Building);

(5)   Acquisition of an interest in two connected one-story office and
assembly buildings in Parker, Colorado (ADIC Buildings);

(6)   Acquisition of a seven-story office building and an eleven-story
office building in Schaumburg, Illinois (Windy Point Buildings);

(7)   Acquisition of a three-story office building in Sarasota, Florida
(Arthur Andersen Building);

(8)   Revisions to the "Plan of Distribution" section of the
prospectus;

(9)   Revisions to the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section of the
prospectus;

(10)  Unaudited financial statements of Wells REIT as of September 30,
2001;

(11)  Unaudited pro forma financial statements of Wells REIT reflecting
the acquisition of the Convergys Building, ADIC Buildings, Windy
Point Buildings and Arthur Andersen Building; and

(12)  Audited financial statements relating to the Windy Point
Buildings and Arthur Andersen Building.

Status of the Offering

We commenced our initial public offering of common stock on January 30,
1998. Our initial public offering was terminated on December 19, 1999. We
received approximately $132,181,919 in gross offering proceeds from the sale of
13,218,192 shares in our initial public offering. We commenced a second offering
of common stock on December 20, 1999. Our second public offering was terminated
on December 19, 2000. We received approximately $175,229,193 in gross offering
proceeds from the sale of 17,522,919 shares in our second public offering.

1

Pursuant to the prospectus, we commenced our third offering of common
stock on December 20, 2000. As of January 15, 2002, we had received an
additional $564,207,445 in gross offering proceeds from the sale of 56,420,745
shares in the third offering. Accordingly, as of January 15, 2002, we had
received in the aggregate approximately $871,618,557 in gross offering proceeds
from the sale of 87,161,856 shares of our common stock.

Dividends

On December 6, 2001, our board of directors declared dividends for the
first quarter of 2002 in an amount equal to a 7.75% annualized percentage rate
return on an investment of $10 per share to be paid in April 2002. Our first
quarter dividends are calculated on a daily record basis of $0.002153 (.2153
cents) per day per share on the outstanding shares of common stock payable to
stockholders of record of such shares as shown on the books of the Wells REIT at
the close of business on each day during the period, commencing on December 16,
2001, and continuing on each day thereafter through and including March 15,
2002. Below is a table reflecting the level of dividends declared and paid to
date:

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%

Suitability Standards

The information contained on page 26 in the "Suitability Standards"
section of the prospectus is revised by the deletion of the special suitability
standards relating to the States of Arizona, Michigan, Missouri, New Hampshire,
North Carolina and Oregon on that page and the insertion of the following
paragraphs relating to the suitability requirements for residents of those
states:

2

Arizona, New Hampshire, North Carolina and Oregon - Investors
must have either (1) a net worth of at least $150,000, or (2) gross
annual income of $45,000 and a net worth of at least $45,000.

Michigan and Missouri - 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.

The Convergys Building

Purchase of the Convergys Building. On December 21, 2001, Wells Operating
----------------------------------
Partnership, L.P. (Wells OP), a Delaware limited partnership formed to acquire,
own, lease and operate real properties on behalf of the Wells REIT, purchased a
two-story office building on a 12.55 acre tract of land located at 5601 Hiatus
Road in Tamarac, Broward County, Florida (Convergys Building). Wells OP
purchased the Convergys Building from Westpoint Building No. 1, L.L.C., which is
not in any way affiliated with the Wells REIT or Wells Capital, Inc., our
Advisor.

The purchase price for the Convergys Building was $13,255,000. In
addition, Wells OP incurred acquisition expenses in connection with the purchase
of the Convergys Building, including commissions, attorneys' fees, recording
fees, structural report and environmental report fees and other closing costs,
of approximately $242,400.

An independent appraisal of the Convergys Building was prepared by CB
Richard Ellis, Inc., real estate appraisers, as of October 19, 2001, pursuant to
which the market value of the real property containing the leased fee interest
subject to the lease described below was estimated to be $13,500,000, in cash or
terms equivalent to cash. This value estimate was based upon a number of
assumptions, including that the Convergys Building will continue operating at a
stabilized level with Convergys Customer Management Group, Inc. (Convergys)
occupying 100% of the rentable area, and is not necessarily an accurate
reflection of the fair market value of the property or the net proceeds which
would result from an immediate sale of this property. Wells OP also obtained an
environmental report and an engineering inspection report prior to the closing
evidencing that the condition of the land and the Convergys Building were
satisfactory.

Description of the Convergys Building and Site. The Convergys Building, which
----------------------------------------------
was completed in September 2001, is a two-story office building containing
approximately 100,000 rentable square feet located on a 12.55 acre tract of
land. The building is constructed using a concrete frame with pre-stressed
concrete beams and a reinforced concrete foundation. The exterior walls are made
of eight inch tilt-up concrete panels with a smooth stucco finish and tinted
windows set in aluminum frames. The common area interior walls and ceiling
consist of textured and painted sheetrock. In addition, the building has two
elevators located in the main lobby area and approximately 965 paved parking
spaces.

The Convergys Building is located at 5601 Hiatus Road within the
Westpoint Business Center in southern Broward County, Florida, approximately 15
miles northwest of downtown Fort Lauderdale. The Convergys Building has direct
access to the Sawgrass Expressway which leads to the I-75 and I-595 Expressways.
The Broward County office market, which is comprised of approximately 24 million
square feet, is located between Palm Beach County and Miami-Dade County on
Florida's Gold Coast and serves many multi-national companies looking to service
the tri-county area and overseas locations.

The Convergys Lease. The entire 100,000 rentable square feet of the Convergys
-------------------
Building is currently under a net lease agreement with Convergys. The current
term of the lease is 10 years, which commenced on September 10, 2001 and expires
on September 30, 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.

3

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. Some of the major customers of
Convergys Corporation include AT&T, Compaq, Palm Computing, Pfizer
Pharmaceuticals, Sprint, Toys `R' Us and Deutsche Telekom. As of December 31,
2000, Convergys Corporation employed approximately 145,000 workers. For the
fiscal year ended December 31, 2000, Convergys Corporation reported net income
of approximately $194 million on total revenues of approximately $2.16 billion
and a net worth, as of December 31, 2000, of approximately $1.11 billion.

The base rent payable under the Convergys lease is as follows:

-----------------------------------------------------------
Lease Year         Annual Rent            Monthly Rent
-----------------------------------------------------------
1              $1,248,192               $104,016
-----------------------------------------------------------
2              $1,279,397               $106,616
-----------------------------------------------------------
3              $1,311,382               $109,282
-----------------------------------------------------------
4              $1,344,166               $112,014
-----------------------------------------------------------
5              $1,377,770               $114,814
-----------------------------------------------------------
6              $1,412,215               $117,685
-----------------------------------------------------------
7              $1,447,520               $120,627
-----------------------------------------------------------
8              $1,483,708               $123,642
-----------------------------------------------------------
9              $1,520,801               $126,733
-----------------------------------------------------------
10              $1,558,821               $129,902
-----------------------------------------------------------

Pursuant to the Convergys lease, Convergys is required to pay all taxes
relating to the Convergys Building and all operating costs, including, but not
limited to, those associated with water, gas, steam, electricity, air
conditioning, telephone, garbage removal, snow removal, common area maintenance,
landscaping, power and other utilities and services used by Convergys. Convergys
is also required to pay for all repair and maintenance costs, including but not
limited to, window cleaning, security personnel, elevator maintenance, HVAC
maintenance, janitorial service, waste recycling service and landscaping
maintenance. Convergys may not make alterations to the Convergys Building in
excess of $100,000 without Wells OP's prior written consent. Wells OP, as the
landlord, will be responsible for building repairs to the structural elements,
the building systems, exterior walls, windows and the roof of the Convergys
Building.

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. Convergys also
has the option to purchase the Convergys Building for a purchase price of
$13,290,935 by providing written notice to Wells OP of such exercise on or
before March 10, 2002. In addition, in the event Convergys elects to purchase
the Convergys Building, Wells OP will have the right to receive an additional
$240,000, which was escrowed at closing and would be returned to Wells OP upon
the exercise of such option.

The ADIC Buildings

Purchase of the ADIC Buildings. On December 21, 2001, Wells Fund XIII - REIT
------------------------------
Joint Venture, a joint venture partnership between Wells Real Estate Fund XIII,
L.P. (Wells Fund XIII) and Wells OP, purchased two connected one-story office
and assembly buildings on an 8.35 acre tract of land located at 8560 Upland
Drive in Parker, Douglas County, Colorado (ADIC Buildings). Additionally, Wells
Fund XIII - REIT Joint Venture purchased an undeveloped 3.43 acre tract of land
adjacent to the ADIC Buildings

4

(ADIC Land). Wells Fund XIII - REIT Joint Venture purchased the ADIC Buildings
and the ADIC Land from Opus Northwest, L.L.C., which is not in any way
affiliated with the Wells REIT or our Advisor.

The purchase price for the ADIC Buildings was $12,954,213. In addition,
the Wells Fund XIII - REIT Joint Venture incurred acquisition expenses in
connection with the purchase of the ADIC Buildings, including commissions,
attorneys' fees, recording fees, structural report and environmental report fees
and other closing costs, of approximately $216,862.

Wells OP contributed $6,671,075 and Wells Fund XIII contributed
$6,500,000 to the Wells Fund XIII - REIT Joint Venture for their respective
shares of the acquisition costs for the ADIC Buildings. As of January 1, 2002,
Wells OP held an equity percentage interest in the Wells Fund XIII - REIT Joint
Venture of approximately 68%, and Wells Fund XIII held an equity percentage
interest in the Wells Fund XIII - REIT Joint Venture of approximately 32%.

An independent appraisal of the ADIC Buildings and ADIC Land was
prepared by Integra Realty Resources, real estate appraisers, as of December 21,
2001, pursuant to which the market value of the real property containing the
ADIC Buildings subject to the lease described below and the ADIC Land was
estimated to be $13,150,000, in cash or terms equivalent to cash. This value
estimate was based upon a number of assumptions, including that the ADIC
Buildings will continue operating at a stabilized level with ADIC occupying 100%
of the rentable area, and is not necessarily an accurate reflection of the fair
market value of the property or the net proceeds which would result from an
immediate sale of this property. Wells Fund XIII - REIT Joint Venture also
obtained an environmental report and an engineering inspection report prior to
the closing evidencing that the condition of the land and the ADIC Buildings
were satisfactory.

Description of the ADIC Buildings and Site. The ADIC Buildings, which were
------------------------------------------
completed in December 2001, consist of two connected one-story office and
assembly buildings, containing approximately 148,200 rentable square feet
located on an 11.78 acre tract of land, which includes an 8.35 acre improved
tract of land and a 3.43 acre undeveloped tract of land. The buildings are
constructed using a steel frame and a reinforced concrete foundation. The
exterior walls are made of pre-cast concrete panels. The interior walls consist
of painted gypsum board. The interior floors are carpeted, and the buildings
contain suspended and recessed fluorescent and incandescent lighting. The
buildings also contain an audio-visual presentation room, lunch room and several
conference rooms. In addition, the site contains approximately 300 paved parking
spaces with the potential to add up to an additional 400 parking spaces.

The ADIC Buildings are located in the Concord Business Center, a
100-acre mixed-use business park in the southeast portion of the greater Denver
metropolitan area in Douglas County near the Centennial Airport. The site is
within a couple of miles of I-25 and E-470 and within ten minutes of the Denver
Technology Center. The ADIC Buildings are 12 miles from the Denver Central
Business District and approximately 30 minutes from the Denver International
Airport. Douglas County is one of the most affluent and fastest growing counties
in the country.

The ADIC Lease. The entire 148,200 rentable square feet of the ADIC Buildings
--------------
are currently under a net lease agreement with Advanced Digital Information
Corporation (ADIC), which does not include the 3.43 acre undeveloped tract of
land described above. The current term of the lease is 10 years, which commenced
on December 15, 2001, and expires on December 31, 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.

5

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 relationships with original equipment manufacturers
such as IBM, Sony, Fujitsu, Siemens and Hewlett-Packard. For the fiscal year
ending October 31, 2000, ADIC reported net income of approximately $88 million
on net revenues of approximately $270 million and a net worth, as of October 31,
2000, of approximately $314 million.

The base rent payable under the ADIC lease is as follows:

---------------------------------------------------------
Lease Year         Annual Rent        Monthly Rent
---------------------------------------------------------
1               $1,222,683           $101,890
---------------------------------------------------------
2               $1,247,136           $103,928
---------------------------------------------------------
3               $1,272,079           $106,007
---------------------------------------------------------
4               $1,297,520           $108,127
---------------------------------------------------------
5               $1,323,471           $110,289
---------------------------------------------------------
6               $1,349,940           $112,495
---------------------------------------------------------
7               $1,376,939           $114,745
---------------------------------------------------------
8               $1,404,478           $117,040
---------------------------------------------------------
9               $1,432,568           $119,381
---------------------------------------------------------
10               $1,461,219           $121,768
---------------------------------------------------------

Pursuant to the ADIC lease, ADIC is required to pay all taxes relating
to the ADIC Buildings and all operating costs, including, but not limited to,
those associated with water, sewage, heat, gas, steam, electricity, cable, air
conditioning, telephone, garbage and rubbish removal, power and other utilities
and services used by ADIC. ADIC is also required to pay for all repair and
maintenance costs, including but not limited to, window cleaning, elevator
maintenance, HVAC maintenance, plumbing, janitorial service, waste recycling
service, landscaping maintenance and parking area maintenance. Wells Fund XIII -
REIT Joint Venture, as the landlord, will be responsible for building repairs to
the structural elements of the ADIC Buildings including the foundations and
structural columns and beams. ADIC may not make alterations to the ADIC
Buildings in excess of $25,000 without the landlord's prior written consent.

The Windy Point Buildings

Purchase of the Windy Point Buildings. On December 31, 2001, Wells OP purchased
-------------------------------------
a seven-story office building with approximately 186,900 rentable square feet
(Windy Point I) and an eleven-story office building with approximately 300,000
rentable square feet (Windy Point II) on an 18.73 acre tract of land located at
1500 and 1600 McConnor Parkway, Schaumburg, Cook County, Illinois (collectively,
Windy Point Buildings). Wells OP purchased the Windy Point Buildings from Windy
Point of Schaumburg, LLC, which is not in any way affiliated with the Wells REIT
or our Advisor.

The purchase price for the Windy Point Buildings was $89,275,000. In
addition, Wells OP incurred acquisition expenses in connection with the purchase
of the Windy Point Buildings, including attorneys' fees, recording fees,
structural report and environmental report fees, and other closing costs, of
approximately $123,500.

An independent appraisal of the Windy Point Buildings was prepared by
Real Estate Counselors International, Inc., real estate appraisers, as of
December 31, 2001, pursuant to which the market value of the real property
containing the leased fee interests subject to the leases described below was
estimated to be $90,200,000, in cash or terms equivalent to cash. This value
estimate was based upon a number of

6

assumptions, including that the Windy Point Buildings will continue operating at
a stabilized level with current tenants occupying 100% of the rentable area, and
is not necessarily an accurate reflection of the fair market value of the
property or the net proceeds which would result from an immediate sale of this
property. Wells OP also obtained an environmental report and an engineering
inspection report prior to the closing evidencing that the condition of the land
and the Windy Point Buildings were satisfactory.

The Windy Point Buildings are subject to a 20-year annexation agreement
with the Village of Schaumburg, Illinois originally executed on December 12,
1995 (Annexation Agreement). The Annexation Agreement covers a 235-acre tract of
land which includes a portion of the site of the Windy Point Buildings' parking
facilities. The purpose of this agreement was to allow for a potential
construction of a new eastbound on-ramp interchange for I-90 at Meacham Road.
Although the Illinois Department of Transportation has not yet decided whether
it would be economically feasible to construct the interchange, the construction
of such an interchange could have a significant financial impact on the owners
of the Windy Point Buildings. At closing, Wells OP agreed to be added as an
additional named surety on a $382,556 surety bond originally submitted by the
seller, 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 surety bond will remain in place until March 1,
2002. It is anticipated that at some time prior to March 1, 2002, Wells OP will
replace the surety bond with a $382,556 letter of credit issued on Wells OP's
behalf. 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 to be 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 is
currently estimated to be approximately $288,300. In January 1999, the Illinois
State Toll Highway Authority performed an Interchange Feasibility Study and
determined that this proposed interchange at Meacham Road should not be
constructed at that time; however, there are no assurances that this
determination will not be reversed prior to the expiration of the Annexation
Agreement or that Wells OP will not be required to expend substantial sums to
construct a new parking garage on this property, as described above.

Description of the Windy Point Buildings and Site. The Windy Point I building
-------------------------------------------------
and the Windy Point II building, which were completed in 1999 and 2001,
respectively, are a seven-story office building with approximately 186,900
rentable square feet and an eleven-story office building with 300,000 rentable
square feet located on an 18.73 acre tract of land. The Windy Point Buildings
are constructed using a concrete and steel frame and a concrete and metal
foundation. The exterior walls of Windy Point I are made of primarily etched and
sand blasted pre-cast panels with granite inlays and punched window openings
above a two-story curtain wall of tinted and spandrel glass. The exterior walls
of Windy Point II consist of concrete panels with black granite medallions at
the base and the top of the building with seven foot high vision tinted glass
panels. The common areas of the Windy Point Buildings contain marble, granite
and stone flooring on the first floor lobby with carpeted corridors and painted
gypsum board walls and recessed florescent lighting. Windy Point I contains
three passenger elevators and one freight elevator and Windy Point II contains
five passenger elevators and one freight elevator. In addition, the Windy Point
Buildings have approximately 4.2 parking spaces per 1,000 rentable square feet
which includes a six level parking garage.

The Windy Point Buildings are located in the Northwest Suburban Office
Market approximately 30 miles northwest of downtown Chicago in the Village of
Schaumburg. The Windy Point Buildings include 500 feet of direct frontage to the
Northwest Tollway (I-90) which leads directly into downtown Chicago. The Windy
Point Buildings are one-half mile north of the 2.7 million square foot Woodfield

7

shopping mall and are in close proximity to Motorola's world headquarters and a
site for a planned Schaumburg convention center and hotel development.

The TCI Lease. TCI Great Lakes, Inc. (TCI) occupies approximately 129,150
-------------
rentable square feet (69%) of the Windy Point I building. The TCI lease
commenced on December 1, 1999 and expires on November 30, 2009. The current
annual base rent payable under the TCI lease is $2,067,204. 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 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. AT&T Broadband has its corporate headquarters in Denver, Colorado. As
of December 31, 2000, AT&T Broadband served approximately 16 million cable
customers. AT&T Broadband is a wholly-owned subsidiary of AT&T Corporation. AT&T
Corporation is listed on the New York Stock Exchange and has its corporate
headquarters in New York, New York.

The base rent payable under the remainder of the TCI lease is as
follows:

---------------------------------------------------------------
Lease Year         Annual Rent              Monthly Rent
---------------------------------------------------------------
3               $2,067,204               $172,267
---------------------------------------------------------------
4               $2,128,503               $177,375
---------------------------------------------------------------
5               $2,192,267               $182,689
---------------------------------------------------------------
6               $2,258,214               $188,184
---------------------------------------------------------------
7               $2,325,852               $193,821
---------------------------------------------------------------
8               $2,395,957               $199,663
---------------------------------------------------------------
9               $2,467,753               $205,646
---------------------------------------------------------------
10              $2,541,850               $211,821
---------------------------------------------------------------

Pursuant to the TCI lease, TCI is required to pay its pro rata portion
of all taxes relating to the Windy Point I building and all operating costs,
including, but not limited to, those associated with water, gas, steam,
electricity, air conditioning, telephone, garbage removal, power and other
utilities and services used by TCI. Wells OP, as the landlord, will be
responsible for maintenance of parking areas, walkways and landscaping and
building repairs caused by fire or other insurable casualty.

In addition, TCI has the right to lease additional space on the fifth
floor of the Windy Point I building within 15 months of the fifth lease year by
providing Wells OP with 14 months prior written notice. TCI also has a right of
first refusal on the fifth floor space and a right of first opportunity for the
seventh floor of the Windy Point I building. 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 Apollo Lease. The Apollo Group, Inc. (Apollo) has entered into a lease to
----------------
occupy approximately 28,322 rentable square feet (15%) of the Windy Point I
building. The Apollo lease is to commence on April 1, 2002, and expire on June
30, 2009. The initial annual base rent payable for the first nine months under
the Apollo lease will be $357,919. 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.

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

8

campuses and 102 learning centers in 36 states, Puerto Rico, and Vancouver,
British Columbia. For the fiscal year ended August 31, 2001, Apollo reported
assets of approximately $680 million and net income of approximately $107
million on revenues of approximately $769 million and a net worth, as of August
31, 2001, of approximately $481 million.

The base rent payable under the Apollo lease is as follows:

--------------------------------------------------------
Lease Year        Annual Rent           Monthly Rent
--------------------------------------------------------
1              $357,919*             $39,769
--------------------------------------------------------
2              $489,156              $40,763
--------------------------------------------------------
3              $501,385              $41,782
--------------------------------------------------------
4              $513,920              $42,827
--------------------------------------------------------
5              $526,768              $43,897
--------------------------------------------------------
6              $539,937              $44,995
--------------------------------------------------------
7              $553,436              $46,120
--------------------------------------------------------
8              $141,818**            $47,273
--------------------------------------------------------
*  Includes rent for only the last nine months.
** Includes rent for only three months.

Pursuant to the Apollo lease, Apollo is required to pay its pro rata
portion of all taxes relating to the Windy Point I building and all operating
costs, including, but not limited to, those associated with water, sewerage,
gas, steam, electricity, air conditioning, telephone, garbage removal, power and
other utilities and services used by Apollo. Wells OP, as the landlord, will be
responsible for building repairs caused by fire or other insurable casualties
and maintenance of parking areas, walkways and landscaping.

The Global Lease. Global Knowledge Network, Inc. (Global) occupies approximately
----------------
22,028 rentable square feet (12%) of the Windy Point I building. The Global
lease commenced on May 1, 2000, and expires on April 30, 2010. The current
annual base rent payable under the Global lease is $382,307. 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.

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 employs more than 1,600 people worldwide. Global has
posted a $100,000 letter of credit as security for the Global lease.

The base rent payable under the remainder of the Global lease is as
follows:

------------------------------------------------------
Lease Year       Annual Rent         Monthly Rent
------------------------------------------------------
2             $382,307             $31,859
------------------------------------------------------
3             $393,776             $32,815
------------------------------------------------------
4             $405,589             $33,799
------------------------------------------------------
5             $417,757             $34,813
------------------------------------------------------
6             $430,290             $35,857
------------------------------------------------------
7             $443,199             $36,933
------------------------------------------------------
8             $456,495             $38,041
------------------------------------------------------
9             $470,189             $39,182
------------------------------------------------------
10            $484,295             $40,358
------------------------------------------------------

9

Pursuant to the Global lease, Global is required to pay its pro rata
portion of all taxes relating to the Windy Point I building and all operating
costs, including, but not limited to, those associated with water, sewerage,
gas, steam, electricity, air conditioning, telephone, garbage removal, power and
other utilities and services used by Global. Wells OP, as the landlord, will be
responsible for building repairs caused by fire or other insurable casualties
and maintenance of parking areas, walkways and landscaping.

Together, TCI, Apollo and Global will occupy approximately 96% of the
rentable square feet of the Windy Point I building accounting for an aggregate
of $2,807,430 in annual base rent, and four other tenants will occupy the
remaining approximately 4% of rentable square feet which will account for
approximately $160,000 in annual base rent.

The Zurich Lease. The entire approximately 300,000 rentable square feet of the
----------------
Windy Point II building is currently under a net lease agreement with Zurich
American Insurance Company, Inc. (Zurich). The Zurich lease commenced on
September 1, 2001, and expires on August 31, 2011. The initial annual base rent
payable under the Zurich lease is $5,091,577. 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.

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. For the fiscal year ended December 31, 2000,
Zurich reported a net income of approximately $718 million on revenues of
approximately $3.1 billion, and a net worth, as of December 31, 2000, of
approximately $2.4 billion. Zurich has approximately 11,650 employees and
received a financial strength rating of A+ from A.M. Best and a rating of AA
from Standard & Poor's.

The base rent payable under the Zurich lease is as follows:

-----------------------------------------------------------
Lease Year        Annual Rent            Monthly Rent
-----------------------------------------------------------
1              $5,091,577              $424,298
-----------------------------------------------------------
2              $5,244,594              $437,050
-----------------------------------------------------------
3              $5,400,612              $450,051
-----------------------------------------------------------
4              $5,562,630              $463,553
-----------------------------------------------------------
5              $5,730,649              $477,554
-----------------------------------------------------------
6              $5,901,669              $491,806
-----------------------------------------------------------
7              $6,078,689              $506,557
-----------------------------------------------------------
8              $6,261,710              $521,809
-----------------------------------------------------------
9              $6,450,731              $537,561
-----------------------------------------------------------
10              $6,642,753              $553,563
-----------------------------------------------------------

Pursuant to the Zurich lease, Zurich is required to pay all taxes and
operating costs relating to the Windy Point II building, including, but not
limited to, those associated with water, sewerage, gas, steam, electricity, air
conditioning, telephone, garbage removal, power and other utilities and services
used by Zurich. Reimbursements for taxes and certain operating expenses which
are within the control of the landlord are subject to certain limitations. Wells
OP, as the landlord, will be responsible for building repairs caused by fire or
other insurable casualties and maintenance and repair of public common areas,

10

HVAC systems and plumbing systems. In addition, Wells OP is responsible for
maintaining the landscaping, parking areas and walkways relating to the Windy
Point II building.

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. Zurich also has a
right of second opportunity behind TCI to lease the seventh floor of the Windy
Point I building should that floor become available.

The Arthur Andersen Building

Purchase of the Arthur Andersen Building. On January 11, 2002, Wells OP
----------------------------------------
purchased a three-story office building on a 9.8 acre tract of land located in
Sarasota, Sarasota County, Florida (Arthur Andersen Building). Wells OP
purchased the Arthur Andersen Building from Sarasota Haskell, LLC, which is not
in any way affiliated with the Wells REIT or our Advisor.

The purchase price for the Arthur Andersen Building was $21,400,000. In
addition, Wells OP incurred acquisition expenses in connection with the purchase
of the Arthur Andersen Building, including attorneys' fees, recording fees,
structural report and environmental report fees, and other closing costs, of
approximately $31,212.

An independent appraisal of the Arthur Andersen Building was prepared
by CB Richard Ellis, Inc., real estate appraisers, as of December 20, 2001,
pursuant to which the market value of the real property containing the leased
fee interest subject to the lease described below was estimated to be
$21,500,000, in cash or terms equivalent to cash. This value estimate was based
upon a number of assumptions, including that the Arthur Andersen Building will
continue operating at a stabilized level with Arthur Andersen, LLP occupying
100% of the rentable area, and is not necessarily an accurate reflection of the
fair market value of the property or the net proceeds which would result from an
immediate sale of this property. Wells OP also obtained an environmental report
and an engineering inspection report prior to the closing evidencing that the
condition of the land and the Arthur Andersen Building were satisfactory.

Description of the Arthur Andersen Building and Site. The Arthur Andersen
----------------------------------------------------
Building, which was completed in 1999, is a three-story office building
containing approximately 157,700 rentable square feet located on a 9.8 acre
tract of land. The building is constructed using a fireproof steel frame with
steel beams and a reinforced concrete foundation. The exterior walls are made of
concrete panels and a glass curtain wall. The common area interior walls consist
of metal studs with textured and painted sheetrock. In addition, the building
has two passenger elevators, one freight elevator and approximately 926 paved
parking spaces.

The Arthur Andersen Building is located in the Sarasota Commerce Park
at 101 Arthur Andersen Parkway in unincorporated Sarasota, Florida. The site is
south of the Tampa-St. Petersburg metropolitan area and approximately five miles
east of the Sarasota central business district with access to I-75. The
Sarasota/Bradenton MSA has added over 15,000 new jobs to the area during the
last three years.

The Andersen Lease. The entire approximately 157,700 rentable square feet of the
------------------
Arthur Andersen Building is currently under a net lease agreement with Arthur
Andersen LLP (Andersen). The current term of the lease is 10 years, which
commenced on November 1, 1999 and expires on October 31, 2009.

11

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.

Andersen, with its corporate headquarters in Chicago, Illinois, is a
global professional services organization consisting of over 100 member firms in
84 countries. Andersen focuses its services in four main areas: business
advisory services, business consulting, global corporate finance and tax and
business advisory services. In fiscal year 2001, Andersen reported net revenues
of approximately $9.3 billion.

The base rent payable under the remainder of the Andersen lease is as
follows:

---------------------------------------------------------
Lease Year       Annual Rent           Monthly Rent
---------------------------------------------------------
3            $1,988,454             $165,705
---------------------------------------------------------
4            $2,067,992             $172,333
---------------------------------------------------------
5            $2,067,992             $172,333
---------------------------------------------------------
6            $2,150,712             $179,226
---------------------------------------------------------
7            $2,150,712             $179,226
---------------------------------------------------------
8            $2,236,740             $186,395
---------------------------------------------------------
9            $2,236,740             $186,395
---------------------------------------------------------
10            $2,326,210             $193,851
---------------------------------------------------------

Pursuant to the Andersen lease, Andersen is required to pay all taxes
relating to the Arthur Andersen Building and all operating costs, including, but
not limited to, those associated with water, fuel, steam, electricity, air
conditioning, telephone, painting, common area maintenance, power and other
utilities and services used by Andersen. Andersen is also required to pay for
all repair and maintenance costs, including but not limited to, security
personnel, elevator maintenance and janitorial service. Andersen has the right
to install a reception-only satellite dish antenna during the lease term and any
extension term. Wells OP, as the landlord, will be responsible for maintaining
the building's exterior walls, HVAC system, plumbing, elevators, fire
protection, other mechanical systems, public areas, including parking lot,
building structure, foundation and roof.

Andersen has the option to purchase the Arthur Andersen Building for a
purchase price of $23,250,000 by providing at least six months written notice to
Wells OP 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 by providing at least six months written notice to Wells OP prior to
the expiration of the initial lease term.

Property Management Fees

Wells Management Company, Inc. (Wells Management), an affiliate of the
Wells REIT, Wells Fund XIII-REIT Joint Venture, and our Advisor, will manage and
lease the Convergys Building, the ADIC Buildings, the Windy Point Buildings and
the Arthur Andersen Building. Wells Management will be paid management and
leasing fees in the amount of 4.5% of gross revenues from the Convergys
Building, the ADIC Buildings, the Windy Point Buildings and the Arthur Andersen
Building, subject to certain limitations.

12

Plan of Distribution

The second full paragraph on page 157 in the "Plan of Distribution"
section of the prospectus and the information on page 13 of Supplement No. 5
previously revising such paragraph are revised as of the date of this supplement
by the deletion of such information and the insertion of the following paragraph
in lieu thereof:

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 (i) 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 (ii) 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.
All such sales must be made through a registered broker-dealer.

Management's Discussion and Analysis of Financial Condition and Results of
Operation

The following information should be read in conjunction with the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" section beginning on page 98 of the prospectus.

This section and other sections of the prospectus supplement 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, our ability to make cash
dividend payments to stockholders in the future and the anticipated amount of
such dividends and certain other matters. Readers of this supplement should be
aware that there are various factors that could cause actual results to differ
materially from any forward-looking statement made in this supplement, 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, lack of availability of financing and
the potential need to fund tenant improvements or other capital expenditures out
of operating cash flow.

Liquidity and Capital Resources

We began active operations on June 5, 1998, when we received and
accepted subscriptions for 125,000 shares pursuant to our initial public
offering, which commenced on January 30, 1998. We terminated our initial public
offering on December 19, 1999. Of the $132,181,919 raised in the initial
offering, we invested a total of $111,032,812 in properties. On December 20,
1999, we commenced a second public offering of up to 22,200,000 shares of common
stock. We terminated our second offering on December 19, 2000. Of the
$175,229,193 raised in the second offering, we invested a total of $147,192,522
in properties.

Pursuant to the prospectus, we commenced this third offering of shares
of our common stock on December 20, 2000. As of September 30, 2001, we had
received an additional $305,462,615 in gross offering proceeds from the sale of
30,546,262 shares in the third offering. As of January 15, 2002, we had raised
in the aggregate a total of $871,618,557 in offering proceeds through the sale
of 87,161,856 shares of common stock. As of January 15, 2002, we had paid a
total of $30,263,772 in acquisition and

13

advisory fees and acquisition expenses, had paid a total of $101,527,821 in
selling commissions and organizational and offering expenses, had expended a
total of $655,340,258 for investments in real estate joint ventures and
acquisitions of real property, had utilized $6,939,371 for the redemption of
stock pursuant to our share redemption program, and were holding net offering
proceeds of $77,547,017 available for investment in additional properties.

Cash and cash equivalents at September 30, 2001 and 2000 were $11,132,382
and $12,257,161, respectively. The decrease in cash and cash equivalents
resulted primarily from investments in real property acquisitions which were
more than offset by additional capital raised. Operating cash flows are expected
to increase as additional properties are added to the Wells REIT's investment
portfolio. Dividends to be distributed to the stockholders are determined by the
board of directors and are dependent upon a number of factors relating to the
Wells REIT, 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. For a
description of our commitment and contingent liability as a result of the Take
Out Purchase and Escrow Agreement relating to the Ford Motor Credit Complex,
refer to Footnote 5 of the Condensed Notes to Consolidated Financial Statements
included at the end of this Supplement. As of September 30, 2001, we had
acquired interests in 36 real estate properties. These properties are generating
sufficient cash flows to cover our operating expenses and pay quarterly
dividends. Dividends declared for the third quarter of 2001 and the third
quarter of 2000 were approximately $0.1938 and $0.188 per share, respectively.
The dividends were declared on a daily record date basis to the stockholders of
record at the close of each business day during the quarter.

Cash Flows from Operating Activities

Net cash provided by operating activities was $26,484,288 for the nine
months ended September 30, 2001 and $6,979,295 for the nine months ended
September 30, 2000. The increase in net cash provided by operating activities
resulted primarily from additional rental revenues and equity income of joint
ventures generated from the properties acquired during the nine months ended
September 30, 2001.

Cash Flows from Investing Activities

Net cash used in investing activities was $155,704,215 for the nine months
ended September 30, 2001 and $115,665,441 for the nine months ended September
30, 2000. The increase in net cash used in investing activities resulted
primarily from our acquisition of a greater number of properties during the
first three quarters of 2001 as compared to the same period in 2000.

Cash Flows from Financing Activities

Net cash inflows generated through financing activities increased from
$118,013,503 for the nine months ended September 30, 2000, to $136,054,008 for
the nine months ended September 30, 2001, primarily due to our raising of
additional capital. We received $297,774,927 in offering proceeds for the nine
months ended September 30, 2001, as compared to $127,695,243 for the nine months
ended September 30, 2000. In addition, we received loan proceeds of $107,587,012
and repaid notes payable in the amount of $208,102,037 during the first three
quarters of 2001.

Results of Operations

As of September 30, 2001, the properties owned by the Wells REIT were 100%
occupied. Gross revenues for the nine months ended September 30, 2001, as
compared to the nine months ended September 30, 2000, increased to $34,068,857
from $15,734,638, respectively. This increase in gross revenues is primarily a
result of additional rental revenues and equity in income of joint ventures
generated from properties acquired during the prior twelve months. The purchase
of interests in

14

additional properties also resulted in increases in operating expenses,
management and leasing fees, depreciation expense, legal and accounting fees,
financing costs and interest expense. Administrative costs increased from
$282,330 for the nine months ended September 30, 2000 to $700,803 for the same
period in 2001 due to a non-use fee on the unused balance of the Bank of America
Note and additional taxes, license fees and postage and delivery costs
associated with the purchase of additional properties. Net income increased to
$14,423,380 for the nine months ended September 30, 2001, as compared to
$5,737,537 for the nine months ended September 30, 2000. Net income per share
was $0.11 for the quarters ended September 30, 2001 and 2000, respectively, and
$0.33 per share for the nine months ended September 30, 2001, an increase from
$0.30 per share for the nine months ended September 30, 2000.

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 generally accepted accounting principles (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 performance 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, 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. The following
table reflects the calculation of FFO and AFFO for the three and nine months
ended September 30, 2001 and 2000, respectively:

Three Months Ended                 Nine Months Ended
--------------------------------  ---------------------------------
September 30,    September 30,     September 30,    September 30,
2001             2000             2001              2000
--------------  ----------------  ---------------  ----------------

FUNDS FROM OPERATIONS:
Net income                                   $  6,109,137      $  2,525,228     $ 14,423,380        $5,737,537
Add:
Depreciation of real assets                   3,947,425         2,155,366       10,341,242         5,084,689
Amortization of deferred leasing costs           75,837           101,598          227,510           269,482
Depreciation and amortization -
unconsolidated partnerships                   647,184           303,402        1,560,844           830,366

--------------    --------------  ---------------   ---------------
Funds from operations (FFO)                     10,779,583         5,085,594       26,552,976        11,922,074

Adjustments:
Loan cost amortization                            236,816            64,016          528,715           150,143
Straight line rent                               (707,581)         (468,487)      (1,930,297)       (1,132,052)
Straight line rent - unconsolidated
partnerships                                   (100,432)          (78,851)        (232,678)         (191,748)
Lease acquisition fees paid                             0                 0                0          (152,500)
Lease acquisition fees paid-
unconsolidated partnerships                           0              (103)          (7,826)           (8,002)
-------------    --------------   --------------    ---------------
Adjusted funds from operations               $ 10,208,386      $  4,602,169     $ 24,910,890      $ 10,587,915
=============    ==============   ==============    ===============

WEIGHTED AVERAGE SHARES:
BASIC AND DILUTED                               54,112,446        23,920,273       43,725,920        19,219,053
=============    ==============   ==============    ===============

15

Financial Statements

The consolidated balance sheets of the Wells REIT as of September 30, 2001
and December 31, 2000, and the financial statements of the Wells REIT for the
periods indicated, included in this supplement, have not been audited.

The Pro Forma Balance Sheet of the Wells REIT, as of September 30, 2001,
the Pro Forma Statement of Income (Loss) for the nine months ended September 30,
2001, and the Pro Forma Statement of Income (Loss) for the year ended December
31, 2000, which are included in this supplement, have not been audited.

The Statements of Revenues Over Certain Operating Expenses of the Windy
Point Buildings and the Arthur Andersen Building for the year ended December 31,
2000, included in this supplement and elsewhere in the registration statement,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included in this
supplement in reliance upon the authority of said firm as experts in giving said
reports.

The Statements of Revenues Over Certain Operating Expenses of the Windy
Point Buildings and the Arthur Andersen Building for the nine months ended
September 30, 2001, included in this supplement and elsewhere in the
registration statement, have not been audited.

16

INDEX TO FINANCIAL STATEMENTS

Wells Real Estate Investment Trust, Inc. and Subsidiary                             Page
----

Unaudited Financial Statements
------------------------------

Consolidated Balance Sheets as of September 30, 2001 and
December 31, 2000                                                           19

Consolidated Statements of Income for the three months ended
September 30, 2001 and September 30, 2000 and for the nine months
ended September 30, 2001 and September 30, 2000                             20

Consolidated Statements of Shareholders' Equity for the year ended
December 31, 2000 and for the nine months ended September 30, 2001          21

Consolidated Statements of Cash Flows for the nine months ended
September 30, 2001 and September 30, 2000                                   22

Condensed Notes to Consolidated Financial Statements                        23
September 30, 2001

Unaudited Pro Forma Financial Statements
----------------------------------------

Summary of Unaudited Pro Forma Financial Statements                         32

Pro Forma Balance Sheet as of September 30, 2001                            33

Pro Forma Statement of Income (Loss) for the year ended
December 31, 2000                                                           35

Pro Forma Statement of Income (Loss) for the nine months
ended September 30, 2001                                                    37

Windy Point Buildings

Report of Independent Accountants                                           38

Statements of Revenues Over Certain Operating Expenses                      39
for the year ended December 31, 2000 (audited) and for the
nine months ended September 30, 2001 (unaudited)

Notes to Statements of Revenues Over Certain Operating                      40
Expenses for the year ended December 31, 2000 (audited) and
for the nine months ended September 30, 2001 (unaudited)

17

Arthur Andersen Building

Report of Independent Accountants                                           42

Statements of Revenues over Certain Operating Expenses                      43
for the year ended December 31, 2000 (audited) and for the
nine months ended September 30, 2001 (unaudited)

Notes to Statements of Revenues over Certain Operating Expenses             44
for the year ended December 31, 2000 (audited) and
for the nine months ended September 30, 2001 (unaudited)

18

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

September 30,      December 31,
2001              2000
===============    ===============

ASSETS
REAL ESTATE, at cost:
Land                                                                         $    73,985,267    $    46,237,812
Building and improvements, less accumulated depreciation of
$19,810,895 in 2001 and $9,469,653 in 2000                                    381,590,591        287,862,655
Construction in progress                                                           2,202,200          3,357,720
---------------    ---------------
Total real estate                                                   457,778,058        337,458,187
INVESTMENT IN JOINT VENTURES (Note 2)                                                 71,060,872         44,236,597
INVESTMENT IN BONDS                                                                   22,000,000                  0
DUE FROM AFFILIATES                                                                    1,649,205            734,286
CASH AND CASH EQUIVALENTS                                                             11,132,382          4,298,301
ACCOUNTS RECEIVABLE                                                                    5,675,988          3,356,428
DEFERRED LEASE ACQUISITION COSTS, net                                                  1,662,822          1,890,332
DEFERRED PROJECT COSTS (Note 1)                                                          475,811            550,256
DEFERRED OFFERING COSTS (Note 1)                                                               0          1,291,376
PREPAID EXPENSES AND OTHER ASSETS, net                                                   994,809          4,734,583
---------------    ---------------
Total assets                                                    $   572,429,947    $   398,550,346
===============    ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses                                        $     5,475,619    $     2,166,387
Notes payable (Note 3)                                                            49,148,162        127,663,187
Deferred rental income                                                                     0            381,194
Due to affiliates (Note 4)                                                           247,131          1,772,956
Dividends payable                                                                  1,071,657          1,025,010
---------------    ---------------
Total liabilities                                                    55,942,569        133,008,734
---------------    ---------------

COMMITMENTS AND CONTINGENCIES (Note 5)
MINORITY INTEREST OF UNIT HOLDER IN
OPERATING PARTNERSHIP                                                                    200,000            200,000
---------------    ---------------
SHAREHOLDERS' EQUITY
Common shares, $.01 par value; 125,000,000 shares authorized,
61,287,300 shares issued and 60,932,270 shares outstanding at
September 30, 2001, and 31,509,807 shares issued and 31,368,510
shares outstanding at December 31, 2000                                             612,872            315,097
Additional paid-in capital                                                         519,224,798        266,439,484
Treasury stock, at cost, 355,029 shares at September 30, 2001, and
141,297 shares at December 31, 2000                                              (3,550,292)        (1,412,969)
---------------    ---------------
Total shareholders' equity                                          516,287,378        265,341,612
---------------    ---------------
Total liabilities and shareholders' equity                      $   572,429,947    $   398,550,346
===============    ===============

See accompanying condensed notes to consolidated financial statements.

19

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended               Nine Months Ended
September 30,   September 30,   September 30,   September 30,
2001            2000            2001            2000
=============   =============   =============   =============

REVENUES:
Rental income                        $11,316,960     $ 5,819,968     $31,028,212     $13,712,371
Equity in income of joint ventures     1,102,453         635,065       2,621,647       1,684,247
Interest and other income (Note 5)        88,491         131,578         418,998         338,020
-----------     -----------     -----------     -----------
12,507,904       6,586,611      34,068,857      15,734,638
-----------     -----------     -----------     -----------
EXPENSES:
Operating costs, net of
reimbursements                      1,293,845         289,140       3,168,273         631,407
Management and leasing fees              631,947         381,766       1,749,849         919,630
Depreciation                           3,947,425       2,155,366      10,341,242       5,084,689
Administrative costs                      58,843          43,979         700,803         282,330
Legal and accounting                      82,002          32,883         199,333         130,603
Amortization of deferred financing
costs                                 236,816          64,016         528,715         150,143
Interest expense                         147,889       1,094,233       2,957,262       2,798,299
-----------     -----------     -----------     -----------
6,398,767       4,061,383      19,645,477       9,997,101
-----------     -----------     -----------     -----------
NET INCOME                               $ 6,109,137     $ 2,525,228     $14,423,380     $ 5,737,537
===========     ===========     ===========     ===========

BASIC AND DILUTED
EARNINGS PER SHARE                   $      0.11     $      0.11     $      0.33     $      0.30
===========     ===========     ===========     ===========

See accompanying condensed notes to consolidated financial statements.

20

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2000

AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001

Additional                                                 Total
Common Stock          Paid-In        Retained         Treasury Stock        Shareholders'
----------------------                                ------------------------
Shares      Amount       Capital        Earnings       Shares       Amount        Equity
==========  ==========   ============   ============  ==========   ===========   =============

BALANCE, December 31, 1999          13,471,085    $134,710   $115,880,885   $          0           0   $         0   $116,015,595

Issuance of common stock         18,038,722     180,387    180,206,833              0           0             0    180,387,220
Treasury stock purchased                  0           0              0              0    (141,297)   (1,412,969)    (1,412,969)
Net income                                0           0              0      8,552,967           0             0      8,552,967
Dividends ($.73 per share)                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    (17,002,554)
Other offering expenses                   0           0     (5,369,228)             0           0             0     (5,369,228)
----------   ---------   ------------   ------------   ---------   -----------   ------------

BALANCE, December 31, 2000          31,509,807     315,097    266,439,484              0    (141,297)   (1,412,969)   265,341,612

Issuance of common stock         29,777,493     297,775    297,477,152              0           0             0    297,774,927
Treasury stock purchased                  0           0              0              0    (213,732)   (2,137,323)    (2,137,323)
Net income                                0           0              0     14,423,380           0             0     14,423,380
Dividends ($.57 per share)                0           0     (9,125,583)   (14,423,380)          0             0    (23,548,963)
Sales commission                          0           0    (28,085,572)             0           0             0    (28,085,572)
Other offering expenses                   0           0     (7,480,683)             0           0             0     (7,480,683)
----------   ---------   ------------   ------------   ---------   -----------   ------------
BALANCE, September 30, 2001         61,287,300    $612,872   $519,224,798   $          0    (355,029)  $(3,550,292)  $516,287,378
==========   =========   ============   ============   =========   ===========   ============

See accompanying condensed notes to consolidated financial statements.

21

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended
----------------------------------
September 30,      September 30,
2001               2000
===============    ===============

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                      $    14,423,380    $     5,737,537
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation                                                   10,341,242          5,084,689
Amortization of deferred financing costs                          528,715            150,143
Amortization of deferred leasing costs                            227,510            269,482
Equity in income of joint ventures                             (2,621,647)        (1,684,247)
Changes in assets and liabilities:
Accounts receivable                                         (2,319,560)        (1,831,539)
Deferred rental income                                        (381,194)          (236,579)
Accounts payable                                             3,309,232            751,100
Prepaid expenses and other assets, net                       3,211,059         (1,411,068)
Due to affiliates                                             (234,449)           149,777
---------------    ---------------
Net cash provided by operating activities                26,484,288          6,979,295
---------------    ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in real estate                                         (121,366,009)      (103,469,511)
Investment in joint ventures                                        (27,017,957)        (7,612,005)
Deferred project costs                                              (10,347,316)        (4,446,307)
Deferred lease acquisition costs                                              0         (2,241,322)
Distributions received from joint ventures                            3,027,067          2,103,704
---------------    ---------------
Net cash used in investing activities                  (155,704,215)      (115,665,441)
---------------    ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable                                          107,587,012         67,883,130
Repayment of note payable                                          (208,102,037)       (52,903,328)
Dividends paid                                                      (23,502,316)        (8,124,023)
Issuance of common stock                                            297,774,927        127,695,243
Sales commissions paid                                              (28,085,572)       (12,068,553)
Offering costs paid                                                  (7,480,683)        (3,811,122)
Treasury stock purchased                                             (2,137,323)          (657,844)
---------------    ---------------
Net cash provided by financing activities               136,054,008        118,013,503
---------------    ---------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                6,834,081          9,327,357

CASH AND CASH EQUIVALENTS, beginning of year                             4,298,301          2,929,804
---------------    ---------------
CASH AND CASH EQUIVALENTS, end of period                           $    11,132,382    $    12,257,161
===============    ===============
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:

Deferred project costs applied to Joint Ventures                $     1,126,657    $       295,680
===============    ===============
Deferred project costs applied to Real Estate                   $     9,295,104    $     3,707,715
===============    ===============
Decrease in deferred offering cost accrual                      $    (1,291,376)   $      (143,265)
===============    ===============
Assumption of mortgage                                          $    22,000,000    $             0
===============    ===============
Investment in bonds                                             $    22,000,000    $             0
===============    ===============

See accompanying condensed notes to consolidated financial statements.

22

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2001

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) General

Wells Real Estate Investment Trust, Inc. (the "Company") is a Maryland
corporation formed on July 3, 1997. The Company is the sole general partner
of Wells Operating Partnership, L.P. ("Wells OP"), a Delaware limited
partnership organized for the purpose of acquiring, developing, owning,
operating, improving, leasing, and otherwise managing income-producing
commercial properties for investment purposes.

On January 30, 1998, the Company commenced a public offering of up to
16,500,000 shares of common stock at $10 per share pursuant to a
Registration Statement on Form S-11 under the Securities Act of 1933. The
Company commenced active operations on June 5, 1998, when it received and
accepted subscriptions for 125,000 shares. The Company terminated its
initial public offering on December 19, 1999, and on December 20, 1999, the
Company commenced a second follow-on public offering of up to 22,200,000
shares of common stock at $10 per share. As of September 30, 2001, the
Company had received gross offering proceeds of approximately $305,462,615
from the sale of 30,546,262 shares from its third public offering. As of
September 30, 2001, the Company had received aggregate gross offering
proceeds of approximately $612,872,996 from the sale of 61,287,300 shares
of its common stock. After payment of $21,326,295 in Acquisition and
Advisory Fees and Acquisition Expenses, payment of $75,253,972 in selling
commissions and organization and offering expenses, and capital
contributions and acquisition expenditures by Wells OP of $504,065,814 in
property acquisitions and common stock redemptions of $3,550,292 pursuant
to the Company's share repurchase program, the Company was holding net
offering proceeds of $8,676,623 available for investment in properties.

Wells OP owns interests in properties directly and through equity ownership
in the following joint ventures: (i) a joint venture among Wells OP, Wells
Real Estate Fund IX, L.P., Wells Real Estate Fund X, L.P., and Wells Real
Estate Fund XI, L.P. (the "Fund IX-X-XI-REIT Joint Venture"), (ii)
Wells/Fremont Associates (the "Fremont Joint Venture"), a joint venture
between Wells OP and Fund X and Fund XI Associates, which is a joint
venture between Wells Real Estate Fund X, L.P. and Wells Real Estate Fund
XI, L.P. (the "Fund X-XI Joint Venture"), (iii) Wells/Orange County
Associates (the "Cort Joint Venture"), a joint venture between Wells OP and
the Fund X-XI Joint Venture, (iv) a joint venture among Wells OP, Wells
Real Estate Fund XI, L.P., and Wells Real Estate Fund XII, L.P. (the "Fund
XI-XII-REIT Joint Venture"), (v) a joint venture between Wells OP and Wells
Real Estate Fund XII, L.P. (the "Fund XII-REIT Joint Venture"), (vi) the
Fund VIII-IX-REIT Joint Venture, a joint venture between Wells OP and the
Fund VIII-IX Joint Venture, which is a joint venture between Wells Real
Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., and (vii) a
joint venture between Wells OP and Wells Real Estate Fund XIII, L.P. (the
"Fund XIII-REIT Joint Venture").

As of September 30, 2001, Wells OP owned interests in the following
properties either directly or through its interest in the foregoing joint
ventures: (i) a three-story office building in Knoxville, Tennessee (the
"Alstom Power-Knoxville 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 building in Oklahoma City, Oklahoma (the "Avaya
Technologies Building"), (v) a one-story warehouse and office building in
Ogden, Utah (the "Iomega Building"), all five of which are owned by the

23

Fund IX-X-XI-REIT Joint Venture, (vi) a two-story warehouse office building
in Fremont, California (the "Fremont Building"), which is owned by the
Wells/ Fremont Joint Venture, (vii) a one-story warehouse and office
building in Fountain Valley, California (the "Cort Building"), which is
owned by the Wells/Orange County Joint Venture, (viii) a four-story office
building in Tampa, Florida (the "PWC Building"), (ix) a four-story office
building in Harrisburg, Pennsylvania (the "AT&T Harrisburg Building"),
which are owned directly by Wells OP, (x) a two-story manufacturing and
office building located in Fountain Inn, South Carolina (the "EYBL CarTex
Building"), (xi) a three-story office building located in Leawood, Kansas
(the "Sprint Building"), (xii) a one story office building and warehouse in
Tredyffrin Township, Pennsylvania (the "Johnson Matthey Building"), (xiii)
a two-story office building in Ft. Meyers, Florida (the "Gartner
Building"), all four of which are owned by Fund XI-XII-REIT Joint Venture,
(xiv) a two-story office building located in Lake Forest, California (the
"Matsushita Building"), (xv) a four-story office building located in
Richmond, Virginia (the "Alstom Power-Richmond Building"), (xvi) a
two-story office building and warehouse in Wood Dale, Illinois (the
"Marconi Building"), (xvii) a five-story office building in Plano, Texas
(the "Cinemark Building"), (xviii) a three-story office building in Tulsa,
Oklahoma (the "Metris Building"), (xix) a two-story office building in
Scottsdale, Arizona (the "Dial Building"), (xx) a two-story office building
in Tempe, Arizona (the "ASML Building"), (xxi) a two-story office building
in Tempe, Arizona (the "Motorola-Arizona Building"), (xxii) a two-story
office building in Tempe, Arizona (the "Avnet Building"), (xxiii) a
three-story office building in Troy, Michigan (the "Delphi Building") all
ten of which are owned directly by Wells OP, (xxiv) a three-story office
building in Troy, Michigan (the "Siemens Building"), which is owned by the
Wells Fund XII-REIT Joint Venture Partnership, (xxv) a two-story office
building in Orange County, California (the "Quest Building"), formerly the
Bake Parkway Building, previously owned by Fund VIII-IX Joint Venture,
which is now owned by Fund VIII-IX-REIT Joint Venture, (xxvi) a three-story
office building in South Plainfield, New Jersey (the "Motorola-New Jersey
Building"), (xxvii) a nine-story office building in Minnetonka, Minnesota
(the "Metris Minnetonka Building"), (xxviii) a six-story office building in
Houston, Texas (the "Stone and Webster Building"), all three of which are
owned directly by Wells OP, (xxix) a one-story and a two-story office
building in Oklahoma City, Oklahoma (the "AT&T-Oklahoma Buildings"), which
are owned by the Fund XII-REIT Joint Venture, (xxx) a three-story office
building in Brentwood, Tennessee (the "Comdata Building"), which is owned
by the Fund XII-REIT Joint Venture, (xxxi) a two-story office building in
Jacksonville, Florida (the "Amercredit Building"), which is owned by
XIII-REIT Joint Venture, (xxxii) a seven-story office building in Quincy,
Massachusetts (the "State Street Building"), (xxxiii) two one-story office
buildings in Houston, Texas (the "IKON Buildings"), (xxxiv) a 14.873 acre
tract of land in Irving, Texas (the "Nissan Property"), (xxxv) a one-story
office and warehouse building in Millington, Tennessee (the "Ingram
Building"), and (xxxvi) a four-story office building in Cary, North
Carolina (the "Lucent-NC Building"), all five of which are owned directly
by Wells OP.

(b) Deferred Project Costs

The Company pays a percentage of shareholder contributions to Wells
Capital, Inc. (the "Advisor") for acquisition and advisory services. These
payments, are stipulated in the prospectus. These payments may not exceed 3
1/2% of shareholders' capital contributions. Cumulative Acquisition and
Advisory Fees and Acquisition Expenses paid as of September 30, 2001,
amounted to $21,326,295 and represented approximately 3 1/2% of total
shareholders' capital contributions received. These fees are allocated to
specific properties as they are purchased or developed and are capitalized
with the real estate assets of the Company or of the joint venture invested
in by the Company. Deferred project costs at September 30, 2001 and
December 31, 2000, represent fees not yet applied to properties.

(c) Deferred Offering Costs

Offering expenses, to the extent that they exceed 3% of gross offering
proceeds, will be paid by the Advisor and not by the Company. Offering
expenses do not include sales or underwriting commissions but do include
such costs as certain legal and accounting fees, printing costs, and other
offering expenses. As of September 30, 2001, the Advisor had paid offering
expenses on behalf of the Company in an aggregate amount of $16,891,235,
which did not exceed the 3% limitation.

24

(d) Employees

The Company has no direct employees. The employees of the Advisor perform a
full range of real estate services including leasing and property
management, accounting, asset management, and investor relations for the
Company.

(e) Insurance

Wells Management Company, Inc., an affiliate of the Company and the
Advisor, carries comprehensive liability and extended coverage insurance
with respect to all of the properties owned directly and indirectly by the
Company. In the opinion of management, the properties are adequately
insured.

(f) Competition

The Company will experience competition for tenants from owners and
managers of competing projects, which may include its affiliates. As a
result, the Company may be required to provide free rent, reduced charges
for tenant improvements and other inducements, all of which may have an
adverse impact on results of operations. At the time the Company elects to
dispose of its properties, the Company will also be in competition with
sellers of similar properties to locate suitable purchasers for its
properties.

(g) Basis of Presentation

Substantially all of the Company's business is conducted through Wells OP.
On December 31, 1997, Wells OP issued 20,000 limited partner units to the
Advisor in exchange for a capital contribution of $200,000. The Company is
the sole general partner in Wells OP; consequently, the accompanying
consolidated balance sheet of the Company includes the amounts of the
Company and Wells OP. The Advisor, a limited partner, is not currently
receiving distributions from its investment in Wells OP.

The consolidated financial statements of the Company have been prepared in
accordance with instructions to Form 10-Q and do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. These quarterly statements
have not been examined by independent accountants, but in the opinion of
the Board of Directors, the statements for the unaudited interim periods
presented include all adjustments, which are of a normal and recurring
nature, necessary to present a fair presentation of the results for such
periods. For further information, refer to the financial statements and
footnotes included in the Company's Form 10-K for the year ended December
31, 2000.

(h) Distribution Policy

The Company will make distributions each taxable year (not including a
return of capital for federal income tax purposes) equal to at least 90% of
its real estate investment trusts taxable income. The Company intends to
make regular quarterly distributions to holders of the shares.
Distributions will be made to those shareholders who are shareholders as of
the record date selected by the Directors. Distributions will be declared
on a monthly basis and paid on a quarterly basis during the offering period
and declared and paid quarterly thereafter.

(i) Income Taxes

The Company has made an election under Section 856 (C) of the Internal
Revenue Code of 1986, as amended (the "Code"), to be taxed as a Real Estate
Investment Trust ("REIT") under the Code beginning with its taxable year
ended December 31, 1998. As a REIT for federal income tax purposes, the
Company generally will not be subject to federal income tax on income that
it distributes to its shareholders. If the Company fails to qualify as a
REIT in any taxable year, it will then be subject to federal income tax on
its 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 during which qualification is lost. Such an event
could materially adversely affect the Company's net income and net cash
available to distribute to shareholders. However, the Company believes

25

that it is organized and operates in such a manner as to qualify for
treatment as a REIT and intends to continue to operate in the foreseeable
future in such a manner so that the Company will remain qualified as a REIT
for federal income tax purposes.

(j) Statement of Cash Flows

For the purpose of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents. Cash equivalents include cash and
short-term investments.

2.   INVESTMENTS IN JOINT VENTURES

As of September 30, 2001, the Company, through its ownership in Wells OP,
which owns interests in seven joint ventures which, in turn own 16
properties. The Company does not have control over the operations of these
joint ventures; however, it does exercise significant influence.
Accordingly, investment in joint ventures is recorded using the equity
method.

The following describes additional investments in joint ventures which the
Company made during the three months ended September 30, 2001.

The Fund XIII-REIT Joint Venture

On June 27, 2001, Wells OP and Wells Real Estate Fund XIII, L.P. ("Wells
Fund XIII") entered into a Joint Venture Partnership Agreement for the
purpose of acquiring, owning, leasing, operating and managing real
properties. The joint venture partnership is known as the Wells Fund
XIII-REIT Joint Venture (the "Fund XIII-REIT Joint Venture").

The AmeriCredit Building

On July 16, 2001, the Fund XIII-REIT Joint Venture acquired a two-story
office building containing approximately 85,000 rentable square feet on a
12.33 acre tract of land located in Clay County, Florida (the "AmeriCredit
Building") from Adevco Contact Centers Jacksonville, L.L.C. pursuant to
that certain Agreement for Purchase and Sale of Property between Adevco and
Wells Capital, Inc., the Advisor. The rights under the agreement were
assigned by Wells Capital, Inc., the original purchaser under the
agreement, to the Fund XIII-REIT Joint Venture at closing. The purchase
price paid for the AmeriCredit Building was $12,500,000, excluding closing
costs.

The entire 85,000 rentable square feet of the AmeriCredit Building is
currently under a triple-net lease agreement with AmeriCredit dated
November 20, 2000. The landlord's interest in the AmeriCredit lease was
assigned to the Fund XIII-REIT Joint Venture at the closing. The initial
term of the AmeriCredit lease is 10 years, which commenced June 2001 and
expires in May 2011. AmeriCredit has the right to extend the AmeriCredit
lease for two additional five-year periods of time.

For additional information regarding the acquisition of the AmeriCredit
Building, refer to Supplement No. 3 dated July 20, 2001, to the Prospectus
of Wells Real Estate Investment Trust, Inc. dated December 20, 2000, which
was filed with the Commission in Post-Effective Amendment No. 3 to the Form
S-11 Registration Statement of Wells Real Estate Investment Trust, Inc. on
July 23, 2001 (Commission File No. 333-44900).

26

SUMMARY OF OPERATIONS

The following information summarizes the operations of the unconsolidated joint
ventures in which the Company, through Wells OP, had ownership interests as of
September 30, 2001 and 2000, respectively.

Wells OP's Share of Net
Total Revenues                  Net Income                     Income
----------------------------  ---------------------------- ----------------------------
Three Months Ended            Three Months Ended           Three Months Ended
----------------------------  ---------------------------- ----------------------------
September 30,  September 30,  September 30,  September 30, September 30,  September 30,
2001           2000           2001          2000           2001           2000
-------------- -------------  -------------- ------------- -------------- -------------

Fund IX-X-XI-REIT
Joint Venture             $1,082,768     $1,087,126     $  669,906     $ 678,125     $   24,864     $   25,178
Cort Joint Venture             203,812        198,885        149,477       137,099         65,272         59,866
Fremont Joint
Venture                      227,050        225,195        142,087       141,395        110,123        109,587
Fund XI-XII-REIT
Joint Venture                843,962        844,121        520,011       532,905        295,173        302,492
Fund XII-REIT Joint
Venture                    1,409,716        376,457        814,542       252,825        447,634        126,413
Fund VIII-IX-REIT
Joint Venture                313,536        259,148        155,976       196,497         24,629         11,529
Fund XIII-REIT
Joint Venture                305,600              0        155,194             0        134,758              0
----------     ----------     ----------    ----------     ----------     ----------
$4,386,444     $2,990,932     $2,607,193    $1,938,846     $1,102,453     $  635,065
==========     ==========     ==========    ==========     ==========     ==========

Wells OP's Share of Net
Total Revenues                  Net Income                     Income
----------------------------  ---------------------------- ----------------------------
Nine Months Ended            Nine Months Ended             Nine Months Ended
----------------------------  ---------------------------- ----------------------------
September 30,  September 30,  September 30,  September 30, September 30,  September 30,
2001           2000           2001          2000           2001           2000
-------------- -------------  -------------- ------------- -------------- -------------

Fund IX-X-XI-REIT
Joint Venture            $ 3,263,864     $3,297,516     $2,042,759    $1,992,374     $   75,817     $   74,057
Cort Joint Venture             602,280        596,656        414,603       422,477        181,046        184,484
Fremont Joint
Venture                      677,406        675,585        420,689       424,058        326,051        328,663
Fund XI-XII-REIT
Joint Venture              2,533,153      2,506,049      1,534,247     1,557,772        870,883        884,236
Fund XII-REIT Joint
Venture                    3,305,911        599,032      1,847,726       402,556        967,079        201,278
Fund VIII-IX-REIT
Joint Venture                894,460        259,148        416,328       196,497         66,013         11,529
Fund XIII-REIT
Joint Venture                305,600              0        155,194             0        134,758              0
-----------     ----------     ----------    ----------     ----------     ----------
$11,582,674     $7,933,986     $6,831,546    $4,995,734     $2,621,647     $1,684,247
===========     ==========     ==========    ==========     ==========     ==========

27

3.   INVESTMENTS IN REAL ESTATE

As of September 30, 2001, the Company, through its ownership in Wells OP,
owns 20 properties directly. The following describes acquisitions made
directly by Wells OP during the three months ended September 30, 2001.

The State Street Building

On July 30, 2001, Wells OP purchased a seven-story office building with
approximately 234,668 rentable square feet located on an 11.22 acre tract
of land at 1200 Crown Colony Drive, Norfolk County, Quincy, Massachusetts
(the "State Street Building) from Crownview, LLC. Crownview is not
affiliated with the Company or Wells Capital, Inc., our Advisor. The
purchase price for the State Street Building was $49,563,000, excluding
closing costs. The entire 234,668 rentable square feet of the State Street
Building is currently under a lease agreement with SSB Realty. The
landlord's interest in the SSB Realty Lease was assigned to Wells OP at the
closing. The current term of the lease is 10 years, which commenced on
February 1, 2001, and expires on March 31, 2011. SSB Realty 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, SSB Realty is required to pay its
proportionate share of taxes relating to the SSB Building and all operating
costs incurred by the landlord in maintaining and operating the SSB
Building. In addition, the base operating costs and the base taxes will be
adjusted to reflect the actual operating costs and taxes for the preceding
calendar year. Wells OP, as the landlord, will be responsible for
maintaining the common areas of the building, the roof, foundation,
exterior walls and windows, load bearing items and the central heating,
ventilation and air conditioning, electrical, mechanical and plumbing
systems of the building.

For additional information regarding the acquisition of the State Street
Building, refer to Supplement No. 4 dated August 10, 2001, to the
Prospectus of Wells Real Estate Investment Trust, Inc. dated December 20,
2000, which was contained in Post-Effective Amendment No. 4 to the Form
S-11 Registration Statement of Wells Real Estate Investment Trust, Inc.
which was filed with the Commission on October 23, 2001 (Commission File
No. 333-44900).

The IKON Buildings

On September 7, 2001, Wells OP purchased two one-story office buildings
with approximately 157,900 rentable square feet located at 810 and 820
Gears Road, Harris County, Houston, Texas (the "IKON Buildings") from SV
Reserve, LP. Reserve, LP is not in any way affiliated with the Company or
Wells Capital, Inc., our Advisor.

The purchase price for the IKON Buildings was $20,650,000, excluding
closing costs. The entire 157,790 rentable square feet of the IKON
Buildings is currently under a net lease agreement with IKON. The
landlord's interest in the IKON lease was assigned to Wells OP at the
closing. The current term of the lease is 10 years, which commenced on May
1, 2000 and expires on April 30, 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, upon 12 months prior written notice.

Pursuant to the IKON lease, IKON is required to pay all taxes relating to
the IKON Buildings and all operating costs incurred by the landlord in
maintaining and operating the IKON Buildings. Wells OP, as landlord, will
be responsible for repairs related to insurable casualty and for
maintaining the roof, foundation, exterior walls and windows, load bearing
items and electrical, mechanical and plumbing systems.

For additional information regarding the acquisition of the IKON Buildings,
refer to the Company's Form 8-K dated September 7, 2001, which was filed
with the Commission on September 21, 2001 (Commission File No. 0-25739),
and Supplement No. 5 dated October 15, 2001 to the Prospectus of Wells Real
Estate Investment Trust, Inc. dated December 20, 2000, which was contained
in Post-Effective Amendment No. 4 to the Form S-11 Registration Statement
of Wells Real Estate Investment Trust, Inc. which was filed with the
Commission on October 23, 2001 (Commission File No. 333-44900).

28

The Nissan Property

On September 19, 2001, Wells OP purchased a 14.873 acre tract of land
located in Irving, Dallas County, Texas (the "Nissan Property"). Wells OP
purchased the Nissan Property from the Ruth Ray and H.L. Hunt Foundation
and the Ruth Foundation, each a Texas non-profit corporation and 50% owner
in the Nissan Property for a purchase price of $5,545,700, excluding
closing costs.

Wells OP has entered into agreements to construct a three-story office
building containing 268,290 rentable square feet (the "Nissan Project") on
the Nissan Property. The Nissan Project will be a concrete tilt-up, high
performance glass building. The site consists of a 14,873 acre tract of
land located in the Freeport Business Park.

The entire 268,290 rentable square feet of the Nissan Building is currently
under a lease agreement with Nissan Motor Acceptance Corporation
("Nissan"), a wholly owned subsidiary of Nissan North America, Inc. with
its corporate headquarters in Torrance, California. The initial lease term
began on September 19, 2001 and will extend 10 years beyond the rent
commencement date. Construction on the building is scheduled to begin on or
before February 1, 2001, and is scheduled to be completed within 20 months
from its commencement. The rent commencement date will occur shortly
thereafter. 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 initial annual base rent payable under the Nissan
lease will be $4,225,860.

The Ingram Micro Building

On September 27, 2001, Wells OP acquired a ground leasehold interest in a
701,819 square foot distribution facility located at 3820 Micro Drive in
the City of Millington, Shelby County, Tennessee (the "Ingram Micro
Building") pursuant to a Bond Real Property Lease dated December 20, 1995
(the "Bond Lease"). The rights under the Bond Lease were purchased from
Ingram Micro L.P. ("Ingram") in a sale lease-back transaction for a
purchase price of $21,050,000, excluding closing costs. The Bond Lease
expires on December 31, 2026. In addition, Wells OP purchased from Ingram
all rights, title and interest in an Industrial Development Revenue Note
Ingram Micro L.P. Series 1995 (the "Bond") issued by the Industrial
Development Board of the City of Millington, Tennessee ("Board") to Lease
Plan North America, Inc. ("Lease Plan") in a principal amount not to exceed
$22,000,000. The Bond is secured by a Fee Construction Mortgage Deed of
Trust and Assignment of Rents and Leases dated December 20, 1995 (the "Deed
of Trust") executed by the Board for the benefit of Lease Plan. Beginning
in 2006, Wells OP has the option under the Bond Lease to purchase the land
underlying the Ingram Micro Distribution Facility for $100 plus satisfying
the indebtedness evidenced by the Bond, which is currently held by Wells
OP.

The Board, as the fee simple owner of the Ingram Micro Building, had
originally entered into the Bond Lease with Lease Plan. The proceeds from
the issuance of the Bond were used to finance the construction of the
Ingram Micro Building. On December 20, 2000, Ingram purchased the Bond,
Deed of Trust and the ground leasehold interest in the Ingram Micro
Building under the Bond Lease from Lease Plan.

At closing, Wells OP entered into a new lease with Ingram pursuant to which
Ingram agreed to lease the entire Ingram Micro Building from Wells OP. The
Ingram lease has a term of 10 years with two successive options to extend
for 10 years each. The annual base rent for the Ingram Micro Building is
$2,035,275 for years one through five of the lease term. Ingram is also
required to pay as additional rent all other amounts, liabilities and
obligations relating to the Ingram Micro, including all taxes, assessments,
water rents, sewer rents and charges, duties, impositions, license and
permit fees, charges for public utilities and other charges of every kind
and nature incurred as a result of the use and occupation of the premises
by Ingram.

The Lucent Building

On September 28, 2001, Wells OP purchased a four-story office building with
approximately 120,000 rentable square feet located at 200 Lucent Lane,
Cary, North Carolina (the "Lucent Building"). Wells OP purchased this

29

building from Lucent Technologies, Inc. ("Lucent") pursuant to that certain
Agreement for the Purchase and Sale of Property between Lucent and Wells OP
for a purchase price of $17,650,000, excluding closing costs.

The Lucent Building, which was completed in 1999, is a four-story office
building located on a 29.19 acre tract of land, which includes a 11.84 acre
improved tract of land and a 17.34 acre undeveloped tract of land.

The Lucent Building is located at 200 Lucent Lane in Regency Park office
part in the "Research Triangle" in Cary, North Carolina, approximately 10
miles west of downtown Raleigh and 15 miles south of Raleigh-Durham
International Airport.

The entire Lucent Building is currently under a lease agreement with
Lucent, which does not include the 17.34 acre undeveloped tract of land
described above. The current term of the lease is 10 years, which commenced
September 28, 2001, and expires on September 30, 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, upon 12 months prior written
notice. The current annual base rent payable under the Lucent lease is
$1,800,000.

For additional information regarding the acquisitions of the Nissan
property, the Ingram Micro Building and the Lucent Building, refer to the
Company's Form 8-K dated September 27, 2001, which was filed with the
Commission on October 10, 2001 (Commission File No. 0-25739), the Company's
Form 8-K/A dated September 27, 2001, which was filed with the Commission on
October 26, 2001 (Commission File No. 0-25739), and Supplement No. 5 dated
October 15, 2001 to the Prospectus of Wells Real Estate Investment Trust,
Inc. dated December 20, 2000, which was filed with the Commission in
Post-Effective Amendment No. 4 to the Form S-11 Registration Statement of
Wells Real Estate Investment Trust, Inc. on October 23, 2001 (Commission
File No. 333-44900).

4.   NOTES PAYABLE

Notes payable consists of loans of (i) $21,650,000 due to Bank of America,
N.A. secured by first mortgages against the ATT, Marconi, Matsushita,
Motorola, NJ, Metris, MN, and Delphi Buildings, (the "Bank of America
Note") (ii) $5,498,162 due to SouthTrust Bank collateralized by Wells OP's
interest in the Cinemark, Dial, ASML, Alstom Power Richmond, Avaya
Technologies, Motorola, and PWC Buildings, and (iii) $22,000,000 mortgage
note secured by the Deed of Trust to the Ingram Micro Building. Cash paid
for interest on the notes payable totaled $3,466,606 for the nine months
ended September 30, 2001.

5.   DUE TO AFFILIATES

Due to affiliates consists of amounts due to the Advisor for Acquisitions
and Advisory Fees and Acquisition Expenses, deferred offering costs, and
other operating expenses paid on behalf of the Company. Also included in
due to affiliates is the amount due to the Fund VIII-IX Joint Venture
related to the Matsushita Rental Income Guaranty Agreement, which is
explained in detail in the Company's Form 10-K for the year ended December
31, 2000. Aggregate payments of $601,963 have been made as of September 30,
2001 toward funding the obligation under the Matsushita Rental Income
Guaranty Agreement.

6.   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.

30

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 interests in that particular property to 1031
Participants, Wells OP 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, among other things, that
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 unsold co-tenancy interests in the building known as
the Ford Motor Credit Complex which remain unsold at the expiration of the
offering of Wells Exchange, which has been extended to February 28, 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, which is the
world's largest automotive finance company with more than 10 million
customers in 40 countries.

The obligations of Wells OP under the Take Out Purchase and Escrow
Agreement are secured by reserving against 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 interests in the
Ford Motor Credit Complex which remain unsold as of February 28, 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 interests in the Ford Motor Credit Complex would be deeded to
Wells OP. Wells OP's maximum economic exposure in the transaction is
$11,000,000, 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.

For further information regarding the Wells Section 1031 Program, refer to
Supplement No. 2 dated April 25, 2001 to the Prospectus of Wells Real
Estate Investment Trust, Inc. dated December 20, 2000, which was filed with
the Commission in Post-Effective Amendment No. 2 to the Form S-11
Registration Statement of Wells Real Estate Investment Trust, Inc. on April
25, 2001 (Commission File No. 333-44900).

31

WELLS REAL ESTATE INVESTMENT TRUST, INC.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The following unaudited pro forma balance sheet as of September 30, 2001 has
been prepared to give effect to the acquisition of the ADIC Buildings by Wells
XIII-REIT Joint Venture, a joint venture partnership between Wells Real Estate
Fund XIII, L.P. and Wells Operating Partnership, L.P. ("Wells OP"), and the
acquisitions of the Convergys Building, the Windy Point Buildings and the Arthur
Andersen Building by Wells OP as if the acquisitions occurred on September 30,
2001.

The following unaudited pro forma statement of income (loss) for the nine months
ended September 30, 2001 had been prepared to give effect to the acquisitions of
the Comdata Building, the AmeriCredit Building, the State Street Building, the
IKON Buildings, the Ingram Micro Distribution Facility, the Lucent Building, the
Nissan Property (collectively, the "Prior Acquisitions"), the ADIC Buildings,
the Convergys Building, the Windy Point Buildings and the Arthur Andersen
Building as if the acquisitions occurred on January 1, 2001.

The following unaudited pro forma statement of income (loss) for the year ended
December 31, 2000 has been prepared to give effect to the acquisitions of the
Comdata Building, the State Street Bank Building, the IKON Buildings, the Ingram
Micro Distribution Facility, the Lucent Building (collectively, the "Prior
Acquisitions"), the Windy Point Buildings and the Arthur Andersen Building as if
the acquisitions occurred on January 1, 2000. Operations commenced during 2001
for the following properties acquired: The AmeriCredit Building (June 2001), the
Convergys Building (September 2001), and the ADIC Buildings (December 2001). The
Nissan Property had no operations during 2001 or 2000.

Wells OP is a Delaware limited partnership that was organized to own and operate
properties on behalf of the Wells Real Estate Investment Trust, Inc., a Maryland
corporation. As the sole general partner of Wells OP, Wells Real Estate
Investment Trust, Inc. possesses full legal control and authority over the
operations of Wells OP. Accordingly, the accounts of Wells OP are consolidated
with the accompanying pro forma financials statements of Wells Real Estate
Investment Trust, Inc.

These unaudited pro forma financial statements are prepared for informational
purposes only and are not necessarily indicative of future results or of actual
results that would have been achieved had the acquisitions of the Comdata
Building, the AmeriCredit Building, the State Street Bank Building, the IKON
Buildings, the Ingram Micro Distribution Facility, the Lucent Building, the
Nissan Property, the ADIC Buildings, the Convergys Building, the Windy Point
Buildings and the Arthur Andersen Building been consummated at the beginning of
the periods presented.

As of September 30, 2001, the date of the accompanying pro forma balance sheet,
Wells OP held cash of $11,132,382. The additional cash used to purchase the
Convergys Building, the Windy Point Buildings and the Arthur Andersen Building,
including deferred project costs paid to Wells Capital, Inc. (an affiliate of
Wells OP), was raised through the issuance of additional shares subsequent to
September 30, 2001. This balance is reflected as purchase consideration payable
in the accompanying pro forma balance sheet.

32

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA BALANCE SHEET

SEPTEMBER 30, 2001

(Unaudited)

ASSETS

Pro Forma Adjustments
-----------------------------------------------------------------------
Wells Real
Estate
Investment Trust,                                           Wendy Point
Inc.           ADIC Buildings       Convergys          Buildings      Arthur Andersen
-------------------  ----------------    ---------------    --------------- -----------------
REAL ESTATE ASSETS, at cost:

Land                                   $ 73,985,267    $         0         $ 3,500,000 (a)    $ 7,960,000 (a)    $ 1,700,000 (a)
145,833 (d)        331,667 (d)         70,833 (b)
Building, less accumalated
depreciation of $19,810,895         381,590,591              0           9,997,361 (a)     79,755,625 (a)     19,444,911 (a)
416,557 (d)      3,323,151 (d)        810,205 (d)
Construction in progress                 2,202,200              0                                      0                  0
------------    -----------         -----------        -----------        -----------
Total real estate assets     457,778,058              0          14,059,751         91,370,443         22,025,949
------------    -----------         -----------        -----------        -----------

CASH AND CASH EQUIVALENTS                   11,132,382     (6,671,075) (a)     (4,461,307) (a)             0                  0

INVESTMENT IN JOINT VENTURES                71,060,872      6,949,036  (b)              0                  0                  0

INVESTMENT IN BONDS                         22,000,000              0                   0                  0                  0

ACCOUNTS RECEIVABLE                          5,675,988              0                   0                  0                  0

DEFERRED LEASE ACQUISITION COSTS             1,662,822              0                   0                  0                  0

DEFERRED PROJECT COSTS                         475,811       (277,961) (c)       (197,850) (d)             0                  0

DEFERRED OFFERING COSTS                              0              0                   0                  0                  0

DUE FROM AFFILIATES                          1,649,205              0                   0                  0                  0

PREPAID EXPENSES AND OTHER ASSETS              994,809              0                   0                  0                  0
------------    -----------         -----------        -----------        -----------
Total assets                $572,429,947    $         0         $ 9,400,594        $91,370,443        $22,025,949
============    ===========         ===========        ===========        ===========

Pro Forma Total
-----------------
REAL ESTATE ASSETS, at cost:

Land                                     $ 87,693,600

Building, less accumalated
depreciation of $19,810,895           495,338,401

Construction in progress                   2,202,200
------------
Total real estate assets       585,234,201
------------

CASH AND CASH EQUIVALENTS                              0

INVESTMENT IN JOINT VENTURES                  78,009,908

INVESTMENT IN BONDS                           22,000,000

ACCOUNTS RECEIVABLE                            5,675,988

DEFERRED LEASE ACQUISITION COSTS               1,662,822

DEFERRED PROJECT COSTS                                 0

DEFERRED OFFERING COSTS                                0

DUE FROM AFFILIATES                            1,649,205

PREPAID EXPENSES AND OTHER ASSETS                994,809
------------
Total assets                  $695,226,933
============

33

LIABILITIES AND SHAREHOLDERS' EQUITY

Pro Forma Adjustments
-----------------------------------------------------------------------
Wells Real
Estate
Investment Trust,                                           Wendy Point
Inc.           ADIC Buildings       Convergys          Buildings      Arthur Andersen
-------------------  ----------------   ---------------   ---------------   -----------------

LIABILITIES:

Accounts payable and accrued
expenses                               $  5,475,619        $       0      $        0         $         0                 0
Notes payable                              49,148,162                0               0                   0                 0
Purchase Consideration Payable                      0                0       9,036,054 (a)      87,715,625 (a)    21,144,911 (a)
Dividends payable                           1,071,657                0               0                   0                 0
Due to affiliate                              247,131                0         364,540 (d)       3,654,818 (d)       881,038 (d)
Deferred rental income                              0                0               0                   0                 0
------------        ---------      ----------         -----------       -----------
Total liabilities                55,942,569                0       9,400,594          91,370,443        22,025,949
------------        ---------      ----------         -----------       -----------
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST OF UNIT HOLDER
IN OPERATING PARTNERSHIP                      200,000                0               0                   0                 0
------------        ---------      ----------         -----------       -----------
SHAREHOLDERS' EQUITY:
Common shares, $.01 par value;
125,000,000 shares authorized,
61,287,300 shares issued and
60,932,270 shares outstanding              612,872                0               0                   0                 0
Additional paid-in capital                519,224,798                0               0                   0                 0

Treasury stock, at cost, 355,029
shares                                  (3,550,292)               0               0                   0                 0
------------        ---------      ----------         -----------       -----------
Total shareholders' equity      516,287,378                0               0                   0                 0
------------        ---------      ----------         -----------       -----------
Total liabilities and
shareholders' equity        $572,429,947        $       0      $9,400,594         $91,370,443       $22,025,949
============        =========      ==========         ===========       ===========

Pro Forma Total
-----------------

LIABILITIES:

Accounts payable and accrued
expenses                               $  5,475,619
Notes payable                              49,148,162
Purchase Consideration Payable            117,896,590
Dividends payable                           1,071,657
Due to affiliate                            5,147,527
Deferred rental income                              0
------------
Total liabilities               178,739,555
------------
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST OF UNIT HOLDER
IN OPERATING PARTNERSHIP                      200,000
------------
SHAREHOLDERS' EQUITY:
Common shares, $.01 par value;
125,000,000 shares authorized,
61,287,300 shares issued and
60,932,270 shares outstanding              612,872
Additional paid-in capital                519,224,798

Treasury stock, at cost, 355,029
shares                                  (3,550,292)
------------
Total shareholders' equity      516,287,378
------------
Total liabilities and
shareholders' equity        $695,226,933
============

(a)   Reflects Wells Real Estate Investment Trust, Inc.'s purchase price for the
land and building.
(b)   Reflects Wells Real Estate Investment Trust, Inc.'s contribution to Wells
XIII-REIT Joint Venture
(c)   Reflects deferred project costs contributed to Wells XIII-REIT Joint
Venture at approximately 4.17% of the purchase price.
(d)   Reflects deferred project costs applied to the land and building at
approximately 4.17% of the purchase price.

34

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME (LOSS)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001

(Unaudited)

Pro Forma Adjustments
-----------------------------------------------------------------
Wells Real
Estate Investment      Prior                         Windy Point
Trust, Inc.      Acquisitions     Convergys        Buildings     Arthur Andersen
-----------------  ---------------  -----------    --------------- -----------------

REVENUES:
Rental income                                  $31,028,212     $ 8,738,526 (a)   $116,533 (a)   $2,566,407 (a)   $1,577,125 (a)
Equity in income of joint ventures               2,621,647         328,061 (b)          0                0                0
107,410 (c)

Interest income                                    418,998        (418,998)(d)          0                0                0
1,320,000 (e)
-----------     -----------       --------       ----------       ----------
34,068,857      10,074,999        116,533        2,566,407        1,577,125
-----------     -----------       --------       ----------       ----------
EXPENSES:
Depreciation and amortization                   10,341,242       2,554,687 (f)     34,713 (f)    2,492,363 (f)      607,653 (f)
Interest                                         2,957,262       3,674,732 (g)          0                0                0
1,320,000 (h)
Operating costs, net of reimbursements           3,168,273       2,819,212 (i)        600 (i)      185,393 (i)      106,825 (i)
Management and leasing fees                      1,749,849         393,234 (j)      5,244 (j)      115,488 (j)       70,971 (j)
General and administrative                         700,803               0              0                0                0
Amortization of deferred financing costs           528,715               0              0                0                0
Legal and accounting                               199,333               0              0                0                0
-----------     -----------       --------       ----------       ----------
19,645,477      10,761,865         40,557        2,793,234          785,449
-----------     -----------       --------       ----------       ----------
NET INCOME (LOSS)                                  $14,423,380     $  (686,866)      $ 75,976       $ (226,827)      $  791,676
-----------     -----------       --------       ----------       ----------
EARNINGS PER SHARE, basic and diluted              $      0.33
===========

WEIGHTED AVERAGE SHARES, basic and diluted          43,707,212
===========

Pro Forma
Total
------------

REVENUES:
Rental income                                $44,026,803
Equity in income of joint ventures             3,057,118

Interest income                                        0
1,320,000
-----------
48,403,921
-----------
EXPENSES:
Depreciation and amortization                 16,030,658
Interest                                       7,951,994

Operating costs, net of reimbursements         6,280,293
Management and leasing fees                    2,334,786
General and administrative                       700,803
Amortization of deferred financing costs         528,715
Legal and accounting                             199,333
-----------
34,026,582
-----------
NET INCOME (LOSS)                                $14,377,339
===========

EARNIGS PER SHARE, basicn and diluted            $      0.33
===========

WEIGHTED AVERAGE SHARES, basic and diluted       $43,707,212
===========

The accompanying notes are an integral part of these statements.

35

(a)  Rental income is recognized on a straight-line basis.

(b)  Reflects Wells Real Estate Investment Trust, Inc.'s equity in income of
Wells XII-REIT Joint Venture, a joint venture partnership between Wells
Real Estate Fund XII, L.P. and Wells OP, related to the acquisition of the
Comdata Building. The pro forma adjustment results from rental revenues
less operating expenses, management fees and depreciation.

(c)  Reflects Wells Real Estate Investment Trust, Inc.'s equity in income of
Wells XIII-REIT Joint Venture related to the acquisition of the AmeriCredit
Building. The pro forma adjustment results from rental revenues less
operating expenses, management fees and depreciation.

(d)  Represent forgone interest income related to cash utilized to purchase the
prior acquisitions.

(e)  Represents interest income on the $22,000,000 investment in bonds due from
the Industrial Development Authority, which earns interest at 8% per annum.

(f)  Depreciation expense on the buildings is recognized using the straight-line
method and a 25-year life.

(g)  Represents interest expense on the $96,265,863 of cumulative borrowings due
to Bank of America, N.A., which bears interest at approximately 6.5% during
the period from January 1, 2001 through the respective acquisition dates.

(h)  Represents interest expense on the $22,000,000 mortgage note payable to the
Industrial Development Authority, which bears interest at 8%.

(i)  Consists of nonreimbursable operating expenses.

(j)  Management and leasing fees are calculated at 4.5% of rental income.

36

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2000

(Unaudited)

Wells Real                    Pro Forma Adjustments
Estate      ------------------------------------------------------
Investment         Prior           Windy Point                          Pro Forma
Trust, Inc.      Acquisitions        Buildings       Arthur Andersen       Total
-----------    ---------------    ---------------   -----------------   -----------

REVENUES:
Rental income                            $20,505,000    $ 8,572,880 (a)    $ 2,576,653 (a)     $2,102,834 (a)    $33,757,367
Equity in income of joint ventures         2,293,873        930,181 (b)              0                  0          3,224,054
Interest income                              520,924       (520,924)(c)              0                  0                  0
0      1,760,000 (d)              0                  0          1,760,000
Other income                                  53,409              0                  0                  0             53,409
------------    -----------        -----------         ----------        -----------
23,373,206     10,742,137          2,576,653          2,102,834         38,794,830
------------    -----------        -----------         ----------        -----------
EXPENSES:

Depreciation and amortization              7,743,551      3,868,420 (e)      3,323,151 (e)        810,205 (e)     15,745,327
Interest                                   4,199,461      7,053,062 (f)              0                  0         13,012,523
1,760,000 (g)
Operating costs, net of
reimbursements                            888,091        553,347 (h)        144,790 (h)        122,704 (h)      1,708,932
Management and leasing fees                1,309,974        385,780 (i)        115,488 (i)         94,628 (i)      1,905,870
General and administrative                   426,680              0                  0                  0            426,680
Legal and accounting                         240,209              0                  0                  0            240,209
Computer costs                                12,273              0                  0                  0             12,273
------------    -----------        -----------         ----------        -----------
14,820,239     13,620,609          3,583,429          1,027,537         33,051,814
------------    -----------        -----------         ----------        -----------
NET INCOME (LOSS)                           $  8,552,967    $(2,878,472)       $(1,006,776)        $1,075,297        $ 5,743,016
============    ===========        ===========         ==========        ===========
EARNINGS PER SHARE, basic and diluted              $0.40                                                                   $0.27
============                                                             ===========

WEIGHTED AVERAGE SHARES, basic and
diluted                                   21,382,418                                                              21,382,418
============                                                             ===========

(a)  Rental Income is recognized on a straight-line basis.

(b)  Reflects Wells Real Estate Investment Trust, Inc.'s equity in income of
Wells XII-REIT Joint Venture, a joint venture partnership between Wells
Real Estate Fund XII, L.P. and Wells OP, related to the acquisition of the
Comdata Building. The pro forma adjustment results from rental revenues
less operating expenses, management fees and depreciation.

(c)  Represent forgone interest income related to cash utilized to purchase the
prior acquisitions.

(d)  Represents interest income on the $22,000,000 investment in bonds due from
the Industrial Development Authority, which earns interest at 8%.

(e)  Depreciation expense on the buildings is recognized using the straight-line
method and a 25-year life.

(f)  Represents interest expense on the $85,525,863 of cumulative borrowings due
to Bank of America, N.A., which bears interest at approximately 8.3% during
the year ended December 31, 2000.

(g)  Represents interest expense on the $22,000,000 mortgage note payable to the
Industrial Development Authority, which bears interest at 8%.

(h)  Consists of nonreimbursable operating expenses.

(i)  Management and leasing fees are calculated at 4.5% of rental income.

37

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the WINDY POINT BUILDINGS for the year ended December 31, 2000.
This financial statement is the responsibility of management. Our responsibility
is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the statement of revenues over
certain operating expenses is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statement of revenues over certain operating expenses. 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 audit provides a reasonable basis for our
opinion.

As described in Note 2, this financial statement excludes certain expenses that
would be comparable with those resulting from the operations of the Windy Point
Buildings after acquisition by the Wells Operating Partnership, L.P., a
subsidiary of Wells Real Estate Investment Trust, Inc. The accompanying
statement of revenues over certain operating expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission and is not intended to be a complete presentation of the
Windy Point Buildings' revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the Windy Point Buildings for the year ended December 31, 2000 in
conformity with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
January 11, 2002

38

WINDY POINT BUILDINGS

STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2000 (AUDITED)

2001             2000
------------     ------------
(Unaudited)

RENTAL REVENUES                                     $2,566,407       $2,576,653

OPERATING EXPENSES, net of reimbursements              185,383          144,790
----------       ----------
REVENUES OVER CERTAIN OPERATING EXPENSES            $2,381,024       $2,431,863
==========       ==========

The accompanying notes are an integral part of these statements.

39

WINDY POINT BUILDINGS

NOTES TO STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2000 (AUDITED)

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On December 31, 2001, the Wells Operating Partnership, L.P. ("Wells OP")
acquired the Windy Point Buildings from Windy Point of Schaumburg, LLC (the
"Seller"). Wells OP is a Delaware limited partnership that was organized to
own and operate properties on behalf of Wells Real Estate Investment Trust,
Inc., a Maryland corporation. As the sole general partner of Wells OP,
Wells Real Estate Investment Trust, Inc. possesses full legal control and
authority over the operations of Wells OP. The Seller is not in anyway
affiliated with Wells OP.

Zurich American Insurance, Inc. ("Zurich") and TCI Great Lakes, Inc.
("TCI") currently occupy 300,034 square feet and 129,157 square feet,
respectively, of the total 486,956 rentable square feet of the two
multi-story office buildings comprising the Windy Point Buildings under net
lease agreements (the "Zurich Lease" and the "TCI Lease", respectively).
The Seller's interests in the Zurich Lease and the TCI Lease were assigned
to Wells OP at the closing. The initial term of the Zurich Lease commenced
on September 1, 2001 and expires on August 31, 2011. The initial term of
the TCI Lease commenced on December 1, 1999 and expires on November 30,
2009. Zurich and TCI have the right to extend their respective leases for
two additional periods of five years each at the corresponding then current
fair market rental rates.

Under the Zurich lease, Zurich is required to pay, as additional monthly
rent, its proportionate share of all controllable costs including, but not
limited to, costs for electricity, fuel, insurance, snow removal and the
wages for union employees. Beginning with the third lease year,
controllable expenses for any lease year shall not exceed an amount equal
to the product of total actual controllable expenses for the preceding
lease year multiplied by 1.04. Zurich is also required to pay its
proportionate share of property taxes not to exceed (a) for calendar year
2001: $1.63 per rentable square foot, and (b) for calendar year 2002 and
thereafter: the sum of $3.17, plus the amount which $1.63 exceeded actual
controllable costs during calendar year 2001, per rentable square foot.
Under the TCI lease, TCI is required to pay, as additional monthly rent,
its proportionate share of operating expenses and property taxes subject to
the following limitations: (a) for the first lease year: not to exceed
$7.36 per rentable square foot, (b) for the second lease year: not to
exceed $9.14 per rentable square foot, (c) for the third lease year: no
limitations, and (d) for the fourth lease year and thereafter: not to
exceed more than 5% of controllable costs for the immediately preceding
lease year, including cleaning and landscaping services. Under the TCI
lease, the following items are specifically excluded from the definition of
controllable costs: electricity, fuels, insurance, snow-plowing, and wages
of union employees. Wells OP will be responsible for repairing and
maintaining all structural elements of the premises including the roof,
exterior walls and windows, parking areas, walkways, internal common areas,
building systems including plumbing, heating, ventilating and air
conditioning, and providing landscaping services.

40

The remaining rentable square footage of the Windy Point Buildings is
occupied by the following tenants: Global Knowledge Network, Inc. (22,028
square feet), National SemiConductor Corporation (6,294 square feet),
Cushman & Wakefield (1,121 square feet), and G&R Service Management II,
Inc. (1,469 square feet). Additionally, SprintCom, Inc. leases an antenna
on the roof of the Windy Point Buildings, which is not included in the
property's total rentable square footage.

Rental Revenues

Rental income is recognized on a straight-line basis over the terms of
respective leases.

2.   BASIS OF ACCOUNTING

The accompanying statements of revenues over certain operating expenses are
presented on the accrual basis. These statements have been prepared in
accordance with the applicable rules and regulations of the Securities and
Exchange Commission for real estate properties acquired. Accordingly, these
statements exclude certain historical expenses, such as depreciation,
interest, and management fees. Therefore, these statements are not
comparable to the operations of the Windy Point Buildings after acquisition
by Wells OP.

41

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the ARTHUR ANDERSEN BUILDING for the year ended December 31, 2000.
This financial statement is the responsibility of management. Our responsibility
is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the statement of revenues over
certain operating expenses is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statement of revenues over certain operating expenses. 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 audit provides a reasonable basis for our
opinion.

As described in Note 2, this financial statement excludes certain expenses that
would be comparable with those resulting from the operations of the Arthur
Andersen Building after acquisition by the Wells Operating Partnership, L.P., a
subsidiary of Wells Real Estate Investment Trust, Inc. The accompanying
statement of revenues over certain operating expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission and is not intended to be a complete presentation of the
Arthur Andersen Building's revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the Arthur Andersen Building for the year ended December 31, 2000 in
conformity with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
January 14, 2002

42

ARTHUR ANDERSEN BUILDING

STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2000 (AUDITED)

2001             2000
-----------      -----------
(Unaudited)

RENTAL REVENUES                                     $1,577,125       $2,102,834

OPERATING EXPENSES, net of reimbursements              106,825          122,704
----------       ----------
REVENUES OVER CERTAIN OPERATING EXPENSES            $1,470,300       $1,980,130
==========       ==========

The accompanying notes are an integral part of these statements.

43

ARTHUR ANDERSEN BUILDING

NOTES TO STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2001 (AUDITED)

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On January 11, 2002, the Wells Operating Partnership, L.P. ("Wells OP")
acquired the Arthur Andersen Building from Sarasota Haskell, LLC
("Haskell"). Wells OP is a Delaware limited partnership formed to acquire,
own, lease, operate, and manage real properties on behalf of Wells Real
Estate Investment Trust, Inc., a Maryland corporation. As the sole general
partner of Wells OP, Wells Real Estate Investment Trust, Inc. possesses
full legal control and authority over the operations of Wells OP. The
Seller is not in anyway affiliated with Wells OP.

Arthur Andersen, LLP ("Andersen") currently occupies the entire 157,704
rentable square feet of the three-story office building under a net lease
agreement (the "Andersen Lease"). Haskell's interest in the Andersen Lease
was assigned to Wells OP at the closing. The initial term of the Andersen
Lease commenced on November 1, 1999 and expires on October 31, 2009.
Andersen has the right to extend the Andersen Lease for two additional
periods of five years at a rate equal to 90% of the then current fair
market rental rates. Under the Andersen Lease, Andersen is required to pay,
as additional monthly rent, all operating costs, including but not limited
to electricity, water, heating, air cooling, property and personal
insurance and property taxes. In addition, Andersen is responsible for all
routine maintenance and repairs to the interior of the Arthur Andersen
Building. Wells OP is responsible for the repair and replacement of the
exterior walls, foundation, roof, plumbing, elevators, HVAC systems, fire
protection systems and other mechanical systems of the Arthur Andersen
Building.

Rental Revenues

Rental income is recognized on a straight-line basis over the term of the
Andersen lease.

2.   BASIS OF ACCOUNTING

The accompanying statements of revenues over certain operating expenses are
presented on the accrual basis. These statements have been prepared in
accordance with the applicable rules and regulations of the Securities and
Exchange Commission for real estate properties acquired. Accordingly, these
statements exclude certain historical expenses, such as depreciation,
interest, and management fees. Therefore, these statements are not
comparable to the operations of the Arthur Andersen Building after
acquisition by Wells OP.

44

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Items 31 through 35 and Item 37 of Part II are incorporated by reference to the
Registrant's Registration Statement, as amended to date, Commission File No.
333-44900

Item 36   Financial Statements and Exhibits
---------------------------------

(a)  Financial Statements:
--------------------

The following financial statements of the Registrant 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, 1999 and
December 31, 1998,
(3)  Consolidated Statements of Income for the years ended
December 31, 1999 and 1998,
(4)  Consolidated  Statements of Stockholders'  Equity for
the years ended December 31, 1999 and 1998,
(5)  Consolidated Statements of Cash Flows for the years
ended December 31, 1999 and 1998, and
(6)  Notes to Consolidated Financial Statements.

Unaudited Financial Statements
------------------------------

(1)  Balance Sheets as of September 30, 2000 and December
31, 1999,
(2)  Statements of Income for the three months and nine
months ended September 30, 2000 and 1999,
(3)  Statements of Shareholders' Equity for the year ended
December 31, 1999 and the nine
months ended September 30, 2000,
(4)  Statements of Cash Flows for the nine months ended
September 30, 2000 and 1999, and
(5)  Condensed Notes to Financial Statements.

The following financial statements relating to the acquisition of
the Dial Building are filed as part of this Registration
Statement and are included in the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999, and
(3)  Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999.

II-1

The following financial statements relating to the acquisition of
the ASML Building are filed as part of this Registration
Statement and are included in the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999, and
(3)  Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999.

The following financial statements relating to the acquisition of
the Motorola Tempe Building are filed as part of this
Registration Statement and are included in the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999, and
(3)  Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999.

The following financial statements relating to the acquisition of
the Motorola Plainfield Building are filed as part of this
Registration Statement and are included in the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999 (audited) and the
nine months ended September 30, 2000 (unaudited), and
(3)  Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999
(audited), and the nine months ended September 30, 2000
(unaudited).

The following unaudited pro forma financial statements of the
Registrant are filed as part of this Registration Statement and
are included in the Prospectus:

(1)  Summary of Unaudited Pro Forma Financial Statements,
(2)  Pro Forma Balance Sheet as of September 30, 2000,
(3)  Pro Forma Statement of Income for the year ended
December 31, 1999, and
(4)  Pro Forma Statement of Income for the nine months ended
September 30, 2000.

The following financial statements relating to the acquisition of
the Stone & Webster Building are filed as part of this
Registration Statement and included in Supplement No. 1 to the
Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statements of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999 (audited) and the
nine months ended September 30, 2000 (unaudited), and
(3)  Notes to Statements of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999 (audited)

II-2

and the nine months ended September 30, 2000
(unaudited).

The following financial statements relating to the acquisition of
the AT&T Call Center Buildings are filed as part of this
Registration Statement and included in Supplement No. 1 to the
Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statements of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999 (audited) and the
nine months ended September 30, 2000 (unaudited), and
(3)  Notes to Statements of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999 (audited)
and the nine months ended September 30, 2000
(unaudited).

The following unaudited pro forma financial statements of the
Registrant are filed as part of this Registration Statement and
included in Supplement No. 1 to the Prospectus:

(1)  Summary of Unaudited Pro Forma Financial Statements,
(2)  Pro Forma Balance Sheet as of September 30, 2000,
(3)  Pro Forma Statements of Income (Loss) for the year
ended December 31, 1999, and
(4)  Pro Forma Statements of Income for the nine months
ended September 30, 2000.

The following financial statements of the Registrant are filed as
part of this Registration Statement and included in Supplement
No. 2 to the Prospectus:

Audited Financial Statements
----------------------------

(1)  Report of Independent Public Accountants,
(2)  Consolidated Balance Sheets as of December 31, 2000 and
December 31, 1999,
(3)  Consolidated Statements of Income for the years ended
December 31, 2000, 1999 and 1998,
(4)  Consolidated Statements of Stockholders' Equity for the
years ended December, 31, 2000, 1999 and 1998,
(5)  Consolidated Statements of Cash Flows for the years
ended December 31, 2000, 1999 and 1998, and
(6)  Notes to Consolidated Financial Statements.

The following financial statements relating to the acquisition of
the Comdata Building are filed as part of this Registration
Statement and included in Supplement No. 3 to the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statements of Revenues Over Certain Operating Expenses
for the year ended December 31, 2000 (audited) and the
three months ended March 31, 2001 (unaudited), and
(3)  Notes to Statements of Revenues Over Certain Operating
Expenses for the year ended December 31, 2000 (audited)
and the three months ended March 31, 2001 (unaudited).

II-3

The following unaudited pro forma financial statements of the
Registrant are filed as part of this Registration Statement and
included in Supplement No. 3 to the Prospectus:

(1)  Summary of Unaudited Pro Forma Financial Statements,
(2)  Pro Forma Balance Sheet as of March 31, 2001,
(3)  Pro Forma Statement of Income for the three months
ended March 31, 2001, and
(4)  Pro Forma Statement of Income for the year ended
December 31, 2000.

The following financial statements relating to the acquisition of
the State Street Building are filed as part of this Registration
Statement and included in Supplement No. 4 to the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statements of Revenues Over Certain Operating Expenses
for the year ended December 31, 2000 (audited) and the
six months ended June 30, 2001 (unaudited), and
(3)  Notes to Statements of Revenues Over Certain Operating
Expenses for the year ended December 31, 2000 (audited)
and the six months ended June 30, 2001 (unaudited).

The following unaudited pro forma financial statements of the
Registrant are filed as part of this Registration Statement and
included in Supplement No. 4 to the Prospectus:

(1)  Summary of Unaudited Pro Forma Financial Statements,
(2)  Pro Forma Balance Sheet as of June 30, 2001,
(3)  Pro Forma Statement of Income for the six months ended
June 30, 2001, and
(4)  Pro Forma Statement of Income for the year ended
December 31, 2000.

The following financial statements relating to the acquisition of
the IKON Buildings are filed as part of this Registration
Statement and included in Supplement No. 5 to the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statements of Revenues Over Certain Operating Expenses
for the year ended December 31, 2000 (audited) and the
six months ended June 30, 2001 (unaudited), and
(3)  Notes to Statements of Revenues Over Certain Operating
Expenses for the year ended December 31, 2000 (audited)
and the six months ended June 30, 2001 (unaudited).

The following financial statements relating to the acquisition of
the Ingram Micro Distribution Facility are filed as part of this
Registration Statement and included in Supplement No. 5 to the
Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statements of Certain Operating Expenses in Excess of
Revenues for the year ended December 31, 2000 (audited)
and the six months ended June 30, 2001 (unaudited), and

II-4

(3)  Notes to Statements of Certain Operating Expenses in
Excess of Revenues for the year ended December 31, 2000
(audited) and the six months ended June 30, 2001
(unaudited).

The following financial statements relating to the acquisition of
the Lucent Building are filed as part of this Registration
Statement and included in Supplement No. 5 to the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statements of Certain Operating Expenses in Excess of
Revenues for the year ended December 31, 2000 (audited)
and the six months ended June 30, 2001 (unaudited), and
(3)  Notes to Statements of Certain Operating Expenses in
Excess of Revenues for the year ended December 31, 2000
(audited) and the six months ended June 30, 2001
(unaudited).

The following unaudited pro forma financial statements of the
Registrant are filed as part of this Registration Statement and
included in Supplement No. 5 to the Prospectus:

(1)  Summary of Unaudited Pro Forma Financial Statements,
(2)  Pro Forma Balance Sheet as of June 30, 2001,
(3)  Pro Forma Statement of Income for the six months ended
June 30, 2001, and
(4)  Pro Forma Statement of Income (Loss) for the year ended
December 31, 2000.

The following financial statements relating to the acquisition of
the Windy Point Buildings are filed as part of this Registration
Statement and included in Supplement No. 6 to the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statements of Certain Operating Expenses in Excess of
Revenues for the year ended December 31, 2000 (audited)
and the nine months ended September 30, 2001
(unaudited), and
(3)  Notes to Statements of Certain Operating Expenses in
Excess of Revenues for the year ended December 31, 2000
(audited) and the nine months ended September 30, 2001
(unaudited).

The following financial statements relating to the acquisition of
the Arthur Andersen Building are filed as part of this
Registration Statement and included in Supplement No. 6 to the
Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statements of Certain Operating Expenses in Excess of
Revenues for the year ended December 31, 2000 (audited)
and the nine months ended September 30, 2001
(unaudited), and
(3)  Notes to Statements of Certain Operating Expenses in
Excess of Revenues for the year ended December 31, 2000
(audited) and the nine months ended September 30, 2001
(unaudited).

II-5

The following financial statements of the Registrant are
filed as part of this Registration Statement and included in
Supplement No. 6 to the Prospectus:

Unaudited Financial Statements
------------------------------

(1)  Consolidated Balance Sheets as of September 30,
2001 and December 31, 2000,
(2)  Consolidated Statements of Income for the three
months ended September 30, 2001 and September 30,
2000 and for the nine months ended September 30,
2001 and September 30, 2000,
(3)  Consolidated Statements of Shareholders' Equity
for the year ended December 31, 2000 and for the
nine months ended September 30, 2001,
(4)  Consolidated Statements of Cash Flows for the nine
months ended September 30, 2001 and September 30,
2000, and
(5)  Condensed Notes to Consolidated Financial
Statements.

The following unaudited pro forma financial statements of
the Registrant are filed as part of this Registration
Statement and included in Supplement No. 6 to the
Prospectus:

(1)  Summary of Unaudited Pro Forma Financial
Statements,
(2)  Pro Forma Balance Sheet as of September 30, 2001,
(3)  Pro Forma Statement of Income (Loss) for the nine
months ended September 30, 2001, and
(4)  Pro Forma Statement of Income (Loss) for the year
ended December 31, 2000.

(b)  Exhibits (See Exhibit Index):
----------------------------

Exhibit No.    Description
-----------    -----------

1.1            Form of Dealer Manager Agreement (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)

1.2            Form of Warrant Purchase Agreement (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)

3.1            Amended and Restated Articles of Incorporation (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)

II-6

5.1       Opinion of Holland & Knight LLP as to legality of securities
(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)

8.1       Opinion of Holland & Knight LLP as to tax matters (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)

8.2       Opinion of Holland & Knight LLP as to ERISA matters (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)

10.1      Agreement of Limited Partnership of Wells Operating Partnership,
L.P. (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)

10.2      Advisory Agreement dated January 30, 2001 (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)

10.3      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 18, 2000)

10.4      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)

10.5      Lease Agreement for the Alstom Power Knoxville Building
(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)

10.6      Net Lease Agreement for the Avaya Building (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)

10.7      First Amendment to Net Lease Agreement for the Avaya Building
(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)

10.8      Lease Agreement for the Iomega Building (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)

10.9      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)

10.10     Lease Agreement for the Fairchild Building (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)

II-7

10.11     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)

10.12     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)

10.13     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)

10.14     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) 10.15 Build-To-Suit Office Lease Agreement for
the AT&T 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)

10.16     Amendment No. 1 to Build-To-Suit Office Lease Agreement for the
AT&T 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).

10.17     Amendment No. 2 to Build-To-Suit Office Lease Agreement for the
AT&T 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)

10.18     Build-To-Suit Office Lease Agreement Guaranty Payment and
Performance for the AT&T 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)

10.19     Rental Income Guaranty Agreement relating to the Quest 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)

10.20     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)

10.21     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)

10.22     Fifth Amendment to Lease for the Johnson Matthey Building
(previously filed as Exhibit 10.7 and incorporated by reference
to Post-Effective Amendment No. 1 to the Registration Statement
of Wells Real Estate Fund XII, L.P. on Form S-11, Commission File
No. 33-66657, filed on September 1, 1999)

10.23     Lease Agreement for the Gartner Building (previously filed in and
incorporated by

II-8

reference to Post-Effective Amendment No. 7 to Registrant's
Registration Statement on Form S-11, Commission File No.
333-32099, filed on October 14, 1999)

10.24          Lease Agreement for the Alstom Power Richmond Building
(previously filed in and incorporated by reference to
Post-Effective Amendment No. 7 to Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
October 14, 1999)

10.25          Second Amendment to Lease Agreement for the Alstom Power Richmond
Building (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)

10.26          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)

10.27          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)

10.28          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-11, Commission File No.
333-83933, filed on March 15, 2000)

10.29          Lease Agreement for the Metris 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)

10.30          Promissory Note for $26,725,000 for the Bank of America Loan
(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)

10.31          Mortgage, Assignment and Security Agreement for the Marconi
Building and the AT&T Building securing the Bank of America Loan
(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)

10.32          Assumption and Modification Agreement for the Metris Loan
(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)

10.33          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)

10.34          Lease Agreement for the Dial 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)

10.35          First Amendment to Lease Agreement for the Dial Building
(previously filed in and incorporated by reference to
Post-Effective Amendment No. 2 to Registrant's

II-9

Registration Statement on Form S-11, Commission File No.
333-83933, filed on June 9, 2000)

10.36          Lease Agreement for the ASML 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)

10.37          First Amendment to Lease Agreement for the ASML 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)

10.38          Ground Lease Agreement for the ASML 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)

10.39          First Amendment to Ground Lease Agreement for the ASML 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)

10.40          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)

10.41          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)

10.42          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)

10.43          Office Lease for the Siemens Building (previously filed as
Exhibit 10.13 and incorporated by reference to Post-Effective
Amendment No. 3 to the Registration Statement of Wells Real
Estate Fund XII, L.P. on Form S-11, Commission File No. 33-66657,
filed on July 25, 2000)

10.44          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)

10.45          Lease Agreement for the Avnet Building (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)

10.46          Ground Lease Agreement for the Avnet Building (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)

10.47          Lease Agreement for the Delphi Building (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)

II-10

10.48          Lease Agreement for the Quest Building (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)

10.49          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)

10.50          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)

10.51          Deed of Trust and Security Agreement with SouthTrust, N.A.
relating to the Cinemark Building (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)

10.52          Deed of Trust and Security Agreement with SouthTrust, N.A.
relating to the Dial Building (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)

10.53          Leasehold Deed of Trust and Security Agreement with SouthTrust,
N.A. relating to the ASML Building (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)

10.54          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)

10.55          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)

10.56          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)

10.57          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)

10.58          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)

10.59          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

II-11

No. 2 to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 18, 2000)

10.60          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)

10.61          Leasehold Deed of Trust and Security Agreement with SouthTrust
Bank N.A. relating to the Motorola Tempe Building and the Avnet
Building (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)

10.62          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)

10.63          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)

10.64          Credit Line Deed of Trust and Security Agreement to SouthTrust
N.A. relating to the Alstom Power Richmond Building (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)

10.65          First Amendment to Credit Line Deed of Trust and Security
Agreement to SouthTrust N.A. relating to the Alstom Power
Richmond Building (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)

10.66          Agreement for Purchase and Sale of Property for 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)

10.67          First Amendment to Agreement for Purchase and Sale of Property
for 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)

10.68          Promissory Note for $35,900,000 for the Guaranty Federal Bank
Loan (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)

10.69          Deed of Trust, Mortgage and Security Agreement with Guaranty
Federal Bank, F.S.B., relating to 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)

10.70          Promissory Note for $3,000,000 for the Cardinal Paragon, Inc.
Loan (previously filed in and incorporated by reference to
Post-Effective Amendment No. 1 to the Registrant's

II-12

Registration Statement on Form S-11, Commission File No.333-
44900, filed on February 9, 2001)

10.71          Deed of Trust with Cardinal Paragon, Inc. relating to 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)

10.72          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)

10.73          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)

10.74          Purchase Agreement for Metris Minnetonka 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)

10.75          Lease Agreement for the Metris Minnetonka 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)

10.76          Fourth Amendment to Lease Agreement for the Metris Minnetonka
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)

10.77          Guaranty of Lease for the Metris Minnetonka 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)

10.78          Agreement for the Purchase and Sale of Property for the AT&T Call
Center Buildings (previously filed as Exhibit 10.14 and
incorporated by reference to Post-Effective Amendment No. 4 to
the Registration Statement of Wells Real Estate Fund XII, L.P.,
Commission File No. 333-66657, filed on February 9, 2001)

10.79          First Amendment to Agreement for the Purchase and Sale of
Property for the AT&T Call Center Buildings (previously filed as
Exhibit 10.15 and incorporated by reference to Post-Effective
Amendment No. 4 to the Registration Statement of Wells Real
Estate Fund XII, L.P., Commission File No. 333-66657, filed on
February 9, 2001)

10.80          Lease Agreement with AT&T Corp. for a portion of the AT&T Call
Center Buildings (previously filed as Exhibit 10.16 and
incorporated by reference to Post-Effective Amendment No. 4 to
the Registration Statement of Wells Real Estate Fund XII, L.P.,
Commission File No. 333-66657, filed on February 9, 2001)

10.81          Lease Agreement with Jordan Associates, Inc. for a portion of the
AT&T Call Center Buildings (previously filed as Exhibit 10.17 and
incorporated by reference to Post-Effective Amendment No. 4 to
the Registration Statement of Wells Real Estate Fund XII, L.P.,
Commission File No. 333-66657, filed on February 9, 2001)

II-13

10.82          Agreement for the Purchase and Sale of Property 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)

10.83          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)

10.84          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)

10.85          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)

10.86          Agreement for the Purchase and Sale of Property for the
AmeriCredit 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)

10.87          Lease Agreement for the AmeriCredit 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)

10.88          Agreement for the Purchase and Sale of Property 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)

10.89          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)

10.90          Agreement for the Purchase and Sale of Property 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)

10.91          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)

10.92          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)

10.93          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)

II-14

10.94          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)

10.95          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)

10.96          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)

10.97          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)

10.98          Architect 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)

10.99          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)

10.100         Agreement for the Purchase and Sale of Property for the Ingram
Micro Distribution Facility (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)

10.101         Indenture of Lease Agreement for Ingram Micro Distribution
Facility (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)

10.102         Guaranty of Lease Agreement for Ingram Micro Distribution
Facility (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)

10.103         Absolute Assignment of Lease and Assumption Agreement for Ingram
Micro Distribution Facility (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) 10.104 Bond Real
Property Lease Agreement for the Ingram Micro Distribution
Facility (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)

10.105         Agreement for the Purchase and Sale of Property for the Lucent
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)

10.106         Lease Agreement for the Lucent 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)

II-15

10.107         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)

10.108         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)

10.109         Agreement for the Purchase and Sale of Property for the Convergys
Building

10.110         Lease Agreement for the Convergys Building

10.111         Purchase Agreement for the ADIC Buildings (previously filed as
Exhibit 10.6 and incorporated by reference to Post-Effective
Amendment No. 3 to the Registration Statement of Wells Real
Estate Fund XIII, L.P. on Form S-11, Commission File No.
333-48984)

10.112         Purchase Agreement for the land immediately adjacent to the ADIC
Buildings (previously filed as Exhibit 10.7 and incorporated by
reference to Post-Effective Amendment No. 3 to the Registration
Statement of Wells Real Estate Fund XIII, L.P. on Form S-11,
Commission File No. 333-48984)

10.113         Lease Agreement for the ADIC Buildings (previously filed as
Exhibit 10.8 and incorporated by reference to Post-Effective
Amendment No. 3 to the Registration Statement of Wells Real
Estate Fund XIII, L.P. on Form S-11, Commission File No.
333-48984)

10.114         Agreement for Purchase and Sale of the Windy Point Buildings

10.115         Lease Agreement with TCI Great Lakes, Inc. for a portion of the
Windy Point I Building

10.116         First Amendment to Office Lease with TCI Great Lakes, Inc.

10.117         Lease Agreement with The Apollo Group, Inc. for a portion of the
Windy Point I Building

10.118         Lease Agreement with Global Knowledge Network, Inc. for a portion
of the Windy Point I Building

10.119         Lease Agreement with Zurich American Insurance Company for the
Windy Point II Building

10.120         Third Amendment to Office Lease with Zurich American Insurance
Company

10.121         Agreement for Purchase and Sale of the Arthur Andersen Building

10.122         Lease Agreement for the Arthur Andersen Building

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-16

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 Post-Effective
Amendment No. 5 to 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 21st day of January, 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
Post-Effective Amendment No. 5 to Registration Statement has been signed below
on January 21, 2002 by the following persons in the capacities indicated.

Name                                                           Title
----                                                           -----

/s/ Leo F. Wells, III                                          President and Director
-----------------------------------------------------          (Principal Executive Officer)
Leo F. Wells, III

/s/ Douglas P. Williams                                        Executive Vice President and Director
-----------------------------------------------------          (Principal Financial and Accounting
Douglas P. Williams                                            Officer)

/s/ John L. Bell                                     *         Director
-----------------------------------------------------
John L. Bell (By Douglas P. Williams, as Attorney-in-fact)

/s/ Richard W. Carpenter                             *         Director
-----------------------------------------------------
Richard W. Carpenter (By Douglas P. Williams, as Attorney-in-fact)

/s/ Bud Carter                                       *         Director
-----------------------------------------------------
Bud Carter (By Douglas P. Williams, as Attorney-in-fact)

/s/ William H. Keogler, Jr.                          *         Director
-----------------------------------------------------
William H. Keogler, Jr. (By Douglas P. Williams, as Attorney-in-fact)

/s/ Donald S. Moss                                   *         Director
-----------------------------------------------------
Donald S. Moss (By Douglas P. Williams, as Attorney-in-fact)

/s/ Walter W. Sessoms                                *         Director
-----------------------------------------------------
Walter W. Sessoms (By Douglas P. Williams, as Attorney-in-fact)

/s/ Neil H. Strickland                               *         Director
-----------------------------------------------------
Neil H. Strickland (By Douglas P. Williams, as Attorney-in-fact)

*   By Douglas P. Williams, as Attorney-in-fact, pursuant to Power of Attorney
dated October 31, 2001 and included as Exhibit 24.1 herein.

EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------

1.1            Form of Dealer Manager Agreement (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)

1.2            Form of Warrant Purchase Agreement (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)

3.1            Amended and Restated Articles of Incorporation (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
(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)

8.1            Opinion of Holland & Knight LLP as to tax matters (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)

8.2            Opinion of Holland & Knight LLP as to ERISA matters (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)

10.1           Agreement of Limited Partnership of Wells Operating Partnership,
L.P. (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)

10.2           Advisory Agreement dated January 30, 2001 (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)

10.3           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 18, 2000)

10.4           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)

10.5           Lease Agreement for the Alstom Power Knoxville Building
(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)

10.6           Net Lease Agreement for the Avaya Building (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)

10.7           First Amendment to Net Lease Agreement for the Avaya Building
(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)

10.8           Lease Agreement for the Iomega Building (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)

10.9           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)

10.10          Lease Agreement for the Fairchild Building (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)

10.11          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)

10.12          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)

10.13          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)

10.14          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)

10.15          Build-To-Suit Office Lease Agreement for the AT&T 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)

10.16          Amendment No. 1 to Build-To-Suit Office Lease Agreement for the
AT&T 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).

10.17          Amendment No. 2 to Build-To-Suit Office Lease Agreement for the
AT&T 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)

10.18          Build-To-Suit Office Lease Agreement Guaranty Payment and
Performance for the AT&T 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)

10.19          Rental Income Guaranty Agreement relating to the Quest 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)

10.20          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)

10.21          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)

10.22          Fifth Amendment to Lease for the Johnson Matthey Building
(previously filed as Exhibit 10.7 and incorporated by reference
to Post-Effective Amendment No. 1 to the Registration Statement
of Wells Real Estate Fund XII, L.P. on Form S-11, Commission File
No. 33-66657, filed on September 1, 1999)

10.23          Lease Agreement for the Gartner Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 7 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-32099, filed on October 14, 1999)

10.24          Lease Agreement for the Alstom Power Richmond Building
(previously filed in and incorporated by reference to
Post-Effective Amendment No. 7 to Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
October 14, 1999)

10.25          Second Amendment to Lease Agreement for the Alstom Power Richmond
Building (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)

10.26          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)

10.27          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)

10.28          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-11, Commission File No.
333-83933, filed on March 15, 2000)

10.29          Lease Agreement for the Metris 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)

10.30          Promissory Note for $26,725,000 for the Bank of America Loan
(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)

10.31          Mortgage, Assignment and Security Agreement for the Marconi
Building and the AT&T Building securing the Bank of America Loan
(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)

10.32          Assumption and Modification Agreement for the Metris Loan
(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)

10.33          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)

10.34          Lease Agreement for the Dial 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)

10.35          First Amendment to Lease Agreement for the Dial 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)

10.36          Lease Agreement for the ASML 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)

10.37          First Amendment to Lease Agreement for the ASML 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)

10.38          Ground Lease Agreement for the ASML 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)

10.39          First Amendment to Ground Lease Agreement for the ASML 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)

10.40          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)

10.41          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)

10.42          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)

10.43          Office Lease for the Siemens Building (previously filed as
Exhibit 10.13 and incorporated by reference to Post-Effective
Amendment No. 3 to the Registration Statement of Wells Real
Estate Fund XII, L.P. on Form S-11, Commission File No. 33-66657,
filed on July 25, 2000)

10.44          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)

10.45          Lease Agreement for the Avnet Building (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)

10.46          Ground Lease Agreement for the Avnet Building (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)

10.47          Lease Agreement for the Delphi Building (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)

10.48          Lease Agreement for the Quest Building (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)

10.49          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)

10.50          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)

10.51          Deed of Trust and Security Agreement with SouthTrust, N.A.
relating to the Cinemark Building (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)

10.52          Deed of Trust and Security Agreement with SouthTrust, N.A.
relating to the Dial Building (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)

10.53          Leasehold Deed of Trust and Security Agreement with SouthTrust,
N.A. relating to the ASML Building (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)

10.54          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)

10.55          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)

10.56          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)

10.57          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)

10.58          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)

10.59          Revolving Note relating to the SouthTrust 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)

10.60          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)

10.61          Leasehold Deed of Trust and Security Agreement with SouthTrust
Bank N.A. relating to the Motorola Tempe Building and the Avnet
Building (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)

10.62          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)

10.63          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)

10.64          Credit Line Deed of Trust and Security Agreement to SouthTrust
Bank N.A. relating to the Alstom Power Richmond Building
(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)

10.65          First Amendment to Credit Line Deed of Trust and Security
Agreement to SouthTrust Bank N.A. relating to the Alstom Power
Richmond Building (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)

10.66          Agreement for Purchase and Sale of Property for 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)

10.67          First Amendment to Agreement for Purchase and Sale of Property
for 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)

10.68          Promissory Note for $35,900,000 for the Guaranty Federal Bank
Loan (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)

10.69          Deed of Trust, Mortgage and Security Agreement with Guaranty
Federal Bank, F.S.B., relating to 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)

10.70          Promissory Note for $3,000,000 for the Cardinal Paragon Loan
(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)

10.71          Deed of Trust with Cardinal Paragon, Inc. relating to 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)

10.72          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)

10.73          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)

10.74          Purchase Agreement for Metris Minnetonka 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)

10.75          Lease Agreement for the Metris Minnetonka 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)

10.76          Fourth Amendment to Lease Agreement for the Metris Minnetonka
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)

10.77          Guaranty of Lease for the Metris Minnetonka 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)

10.78          Agreement for the Purchase and Sale of Property for the AT&T Call
Center Buildings (previously filed as Exhibit 10.14 and
incorporated by reference to Post-Effective Amendment No. 4 to
the Registration Statement of Wells Real Estate Fund XII, L.P.,
Commission File No. 333-66657, filed on February 9, 2001)

10.79          First Amendment to Agreement for the Purchase and Sale of
Property for the AT&T Call Center Buildings (previously filed as
Exhibit 10.15 and incorporated by reference to Post-Effective
Amendment No. 4 to the Registration Statement of Wells Real
Estate Fund XII, L.P., Commission File No. 333-66657, filed on
February 9, 2001)

10.80          Lease Agreement with AT&T Corp. for a portion of the AT&T Call
Center Buildings (previously filed as Exhibit 10.16 and
incorporated by reference to Post-Effective Amendment No. 4 to
the Registration Statement of Wells Real Estate Fund XII, L.P.,
Commission File No. 333-66657, filed on February 9, 2001)

10.81          Lease Agreement with Jordan Associates, Inc. for a portion of the
AT&T Call Center Buildings (previously filed as Exhibit 10.17 and
incorporated by reference to Post-Effective Amendment No. 4 to
the Registration Statement of Wells Real Estate Fund XII, L.P.,
Commission File No. 333-66657, filed on February 9, 2001)

10.82          Agreement for the Purchase and Sale of Property 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)

10.83          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)

10.84          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)

10.85          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)

10.86          Agreement for the Purchase and Sale of Property for the
AmeriCredit 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)

10.87          Lease Agreement for the AmeriCredit 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)

10.88          Agreement for the Purchase and Sale of Property 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)

10.89          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)

10.90          Agreement for the Purchase and Sale of Property 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)

10.91          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)

10.92          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)

10.93          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)

10.94          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)

10.95          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)

10.96          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)

10.97          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)

10.98          Architect 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)

10.99          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)

10.100         Agreement for the Purchase and Sale of Property for the Ingram
Micro Distribution Facility (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)

10.101         Indenture of Lease Agreement for Ingram Micro Distribution
Facility (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)

10.102         Guaranty of Lease Agreement for Ingram Micro Distribution
Facility (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)

10.103         Absolute Assignment of Lease and Assumption Agreement for Ingram
Micro Distribution Facility (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)

10.104         Bond Real Property Lease Agreement for the Ingram Micro
Distribution Facility (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)

10.105         Agreement for the Purchase and Sale of Property for the Lucent
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)

10.106         Lease Agreement for the Lucent 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)

10.107         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)

10.108         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)

10.109         Agreement for the Purchase and Sale of Property for the Convergys
Building, filed herewith

10.110         Lease Agreement for the Convergys Building, filed herewith

10.111         Purchase Agreement for the ADIC Buildings (previously filed as
Exhibit 10.6 and incorporated by reference to Post-Effective
Amendment No. 3 to the Registration Statement of Wells Real
Estate Fund XIII, L.P. on Form S-11, Commission File No.
333-48984)

10.112         Purchase Agreement for the land immediately adjacent to the ADIC
Buildings (previously filed as Exhibit 10.7 and incorporated by
reference to Post-Effective Amendment No. 3 to the Registration
Statement of Wells Real Estate Fund XIII, L.P. on Form S-11,
Commission File No. 333-48984)

10.113         Lease Agreement for the ADIC Buildings (previously filed as
Exhibit 10.8 and incorporated by reference to Post-Effective
Amendment No. 3 to the Registration Statement of Wells Real
Estate Fund XIII, L.P. on Form S-11, Commission File No.
333-48984)

10.114         Agreement for Purchase and Sale of the Windy Point Buildings,
filed herewith

10.115         Lease Agreement with TCI Great Lakes, Inc. for a portion of the
Windy Point I Building, filed herewith

10.116         First Amendment to Office Lease with TCI Great Lakes, Inc., filed
herewith

10.117         Lease Agreement with The Apollo Group, Inc. for a portion of the
Windy Point I Building, filed herewith

10.118         Lease Agreement with Global Knowledge Network, Inc. for a portion
of the Windy Point I Building, filed herewith

10.119         Lease Agreement with Zurich American Insurance Company for the
Windy Point II Building, filed herewith

10.120         Third Amendment to Office Lease with Zurich American Insurance
Company, filed herewith

10.121         Agreement for Purchase and Sale of the Arthur Andersen Building,
filed herewith

10.122         Lease Agreement for the Arthur Andersen Building, filed herewith

23.1           Consent of Holland & Knight LLP (included in exhibits 5.1 and
8.1)

23.2           Consent of Arthur Andersen LLP, filed herewith

24.1           Power of Attorney, filed herewith

EXHIBIT 10.109

PURCHASE AGREEMENT FOR CONVERGYS BUILDING

AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY
-----------------------------------------------

THIS AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY (the "Agreement"), is
made and entered into as of the 15/th/ day of November, 2001, by and between
WESTPOINT BUILDING NO. 1, L.L.C., a Delaware limited liability company
("Seller") and WELLS CAPITAL, INC., a Georgia corporation ("Purchaser").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, Seller desires to sell and Purchaser desires to purchase the
Property (as hereinafter defined) subject to the terms and conditions
hereinafter set forth.

NOW, THEREFORE, for and in consideration of the premises, the mutual
agreements contained herein, the sum of Ten Dollars ($10.00) in hand paid by
Purchaser to Seller at and before the sealing and delivery of these presents and
for other good and valuable consideration, the receipt, adequacy, and
sufficiency which are hereby expressly acknowledged by the parties hereto, the
parties hereto do hereby covenant and agree as follows:

1.  Purchase and Sale of Property. Subject to and in accordance with the
-----------------------------
terms and provisions of this Agreement, Seller hereby agrees to sell to
Purchaser and Purchaser hereby agrees to purchase from Seller, the Property,
which term "Property" shall mean and include the following:

(a)  all that tract or parcel of land (the "Land") located in Broward
County, Florida, containing approximately 12.55 acres, having an address of
5601 Hiatus Road, Tamarac, Florida, and being more particularly described
on Exhibit "A" hereto; and
----------

(b)  all rights, privileges, and easements appurtenant to the Land,
including all water rights, mineral rights, reversions, or other
appurtenances to said Land, and all right, title, and interest of Seller,
if any, in and to any land lying in the bed of any street, road, alley, or
right-of-way, open or proposed, adjacent to or abutting the Land; and

(c)  all buildings, structures, and improvements situated on the Land,
including, without limitation, that certain two story office building
containing approximately 100,000 rentable square feet, the parking areas
containing approximately 965 parking spaces and other amenities located on
the Land, and all apparatus, built-in appliances, equipment, pumps,
machinery, plumbing, heating, air conditioning, electrical and other
fixtures located on the Land which are owned by Seller (all of which are
herein collectively referred to as the "Improvements"); and

(d)  all personal property, if any, now owned by Seller and located on
or to be located on or in, or used in connection with, the Land and
Improvements ("Personal Property"); and

(e)  all of Seller's right, title, and interest, as landlord or lessor,
in and to that certain lease agreement (the "Lease") with Convergys
Customer Management Group, Inc., an Ohio Corporation (the "Tenant") and
that certain Guaranty dated August 29, 2000, by Convergys Corporation, an
Ohio Corporation ("Guaranty"); and

(f)  all of Seller's right, title, and interest in and to (i) the plans
and specifications with respect to the Improvements, (ii) any guarantees,
trademarks, rights of copyright, warranties, or other rights related to the
ownership of or use and operation of the Land, Personal Property, or
Improvements, and (iii) all governmental licenses and permits, and all
intangibles associated exclusively with the Land, Personal Property, and
Improvements.

2.  Earnest Money. Within two (2) business days after the full execution of
-------------
this Agreement, Purchaser shall deliver to Lawyers Title Insurance Company
("Escrow Agent"), whose offices are at 420 Columbia Drive, West Palm Beach,
Florida 33409, Purchaser's check, payable to Escrow Agent, in the amount of
$250,000 (the "Earnest Money"), which Earnest Money shall be held and disbursed
by Escrow Agent in accordance with this Agreement. The Earnest Money shall be
paid by Escrow Agent to Seller at Closing (as hereinafter defined) and shall be
applied as a credit to the Purchase Price (as hereinafter defined), or shall
otherwise be paid to Seller or refunded

to Purchaser in accordance with the terms of this Agreement. All interest and
other income from time to time earned on the Earnest Money shall become a part
of the Earnest Money and be paid or credited to the party entitled to the
Earnest Money.

3.  Purchase Price. Subject to adjustment, prorations and credits as
--------------
otherwise specified in this Agreement, the purchase price (the "Purchase Price")
to be paid by Purchaser to Seller for the Property is THIRTEEN MILLION TWO
HUNDRED FIFTY FIVE THOUSAND DOLLARS ($13,255,000.00). Notwithstanding the
foregoing, in the event Base Rent under the Lease for the first Lease Year is
less than $1,248,192.00, then the Purchase Price shall be determined by dividing
the Base Rent for the First Lease Year as determined in accordance with Section
3(e) of the Lease by .094167648. For example, if the "Rent Calculation Amount"
and the amount of "Finance Change Orders", each as finally determined in
accordance with the Lease, are $10,500,000.00 and $800,000.00, respectively, and
the resulting "Base Rent" for the first Lease Year is $1,220,400.00
($10,500,000.00 plus $800,000.00 equals $11,300,000.00 multiplied by 10.8
percent), then the Purchase Price shall be $12,959,865.00 ($1,220,400.00 divided
by .094167648). The Purchase Price, as finally determined, shall be paid by
Purchaser to Seller at the Closing (as hereinafter defined) by wire transfer of
immediately available federal funds, less the amount of Earnest Money and
subject to prorations, adjustments and credits as otherwise specified in this
Agreement.

4.  Purchaser's Inspection and Review Rights. Subject to the rights of the
----------------------------------------
Tenant (as hereinafter defined), Purchaser and its agents, engineers, or
representatives, with Seller's reasonable, good faith cooperation, shall have
the privilege of going upon the Property as needed to inspect, examine, test,
and survey the Property at all reasonable times and from time to time. Purchaser
hereby agrees to indemnify Seller and hold Seller harmless from any liens,
claims, liabilities, and damages incurred through the exercise of such
privilege, and Purchaser further agrees to repair any damage to the Property
caused by the exercise of such privilege. Said indemnity shall survive Closing
or termination of this Agreement. All such inspections shall be non-destructive
in nature and specifically shall not include any physically intrusive testing;
provided however, that if Purchaser desires to undertake such intrusive testing,
Purchaser shall first obtain Seller's written approval which shall not be
unreasonably withheld if Purchaser conducts such testing in accordance with
commercially customary standards. Purchaser shall maintain and shall insure that
Purchaser and Purchaser's consultants and contractors maintain public liability
insurance and property damage insurance in an amount not less than Two Million
Dollars ($2,000,000) and in form and substance adequate to insure against all
liability of Purchaser and its consultants and contractors, respectively, and
each of their respective agents, employees and contractors, arising out of
inspections and testing of the Property or any part thereof made on Purchaser's
behalf and, at Seller's request, Purchaser shall furnish Sellers with
appropriate certificates and endorsements reflecting Seller as an additional
insured under any such insurance. At all reasonable times prior to the Closing
(as hereinafter defined), Seller shall make available to Purchaser, or
Purchaser's agents and representatives, for review and copying, all books,
records, and files in Seller's possession relating to the ownership and
operation of the Property, including, without limitation, title matters,
surveys, tenant files, service and maintenance agreements, and other contracts,
books, records, operating statements, and other information relating solely to
the operation of the Property. Seller further agrees to in good faith assist and
cooperate with Purchaser in coming to a thorough understanding of the books,
records, and files relating to the Property. Seller further agrees to provide to
Purchaser prior to the date which is five (5) days after the Effective Date of
this Agreement the most current boundary and "as-built" surveys of the Land and
Improvements and any title insurance policies, appraisals, building inspection
reports and environmental reports relating thereto and in the possession or
under the control of Seller. At no cost or liability to Seller, Seller shall
cooperate with Purchaser, its counsel, accountants, agents, and representatives,
provide them with access to Seller's books and records with respect to the
ownership, management, maintenance, and operation of the Property for the
applicable period, and permit them to copy the same. At no cost to Purchaser,
Seller shall use commercially reasonable efforts to cause the authors of
appraisal, environmental and building inspection reports to issue reliance
letters addressed to Purchaser and Purchaser's lender, if any, in form and
substance reasonably acceptable to Purchaser, at least 15 days prior to the
expiration of the Inspection Period.

5.  Special Condition to Closing. Purchaser shall have thirty (30) days
----------------------------
from the Effective Date of this Agreement (the "Inspection Period") to make
investigations, examinations, inspections, market studies, feasibility studies,
lease reviews, and tests relating to the Property and the operation thereof in
order to determine, in Purchaser's sole opinion and discretion, the suitability
of the Property for acquisition by Purchaser. Purchaser shall have the right to
terminate this Agreement at any time prior to the expiration of the Inspection
Period by giving

2

written notice to Seller of such election to terminate. In the event Purchaser
so elects to terminate this Agreement, Seller shall be entitled to receive and
retain the sum of Twenty-Five Dollars ($25.00) of the Earnest Money, and the
balance of the Earnest Money shall be promptly refunded by Escrow Agent to
Purchaser, whereupon, except as expressly provided to the contrary in this
Agreement, no party hereto shall have any other or further rights or obligations
under this Agreement. Seller acknowledges that the sum of $25.00 is good and
adequate consideration for the termination rights granted to Purchaser
hereunder.

6.  General Conditions Precedent to Closing. In addition to the conditions
---------------------------------------
to Purchaser's obligations set forth in Paragraph 5 above, the obligations and
liabilities of Seller and Purchaser hereunder shall in all respects be
conditioned upon the satisfaction of each of the following conditions, any of
which may be waived by written notice from the party entitled to the benefit
thereof:

(a)  The parties shall have complied in all material respects with and
otherwise performed in all material respects each of the covenants and
obligations set forth in this Agreement, as of the date of Closing (as
hereinafter defined).

(b)  All representations and warranties as set forth in this Agreement
shall be true and correct in all material respects as of the date of
Closing.

(c)  There shall have been no adverse change to the title to the
Property subsequent to the effective date of the Title Commitment, which
has not been cured, and the Title Company (as hereinafter defined) shall
have issued the Title Commitment (as hereinafter defined) on the Land and
Improvements without exceptions other than as described in paragraph 7 and
the Title Company shall be prepared to issue to Purchaser upon the Closing
a fee simple owner's title insurance policy on the Land and Improvements
pursuant to such Title Commitment.

(d)  Purchaser shall have received the Tenant Estoppel Certificate
referred to in Paragraph 9(c) hereof, duly executed by the Tenant (as
hereinafter defined) at least five (5) days prior to the end of the
Inspection Period.

(e)  Seller shall use commercially reasonable efforts to have its
architect execute and deliver to Purchaser, its certificate setting forth
the number of rentable square feet in the building and stating that the
Improvements have been substantially completed in accordance with the plans
and specifications and comply with all applicable zoning laws, ordinances
and regulations.

(f)  Seller shall have delivered to Purchaser the certificate of the
applicable governing authority stating the zoning classification of the
Property and that the Improvements constructed on the Property are
permitted uses.

7.  Title and Survey. Seller covenants and agrees that it shall on or
----------------
before ten (10) days after the Effective Date of this Agreement, cause Lawyers
Title Insurance Company (herein referred to as the "Title Company"), to deliver
to Purchaser its commitment (herein referred to as the "Title Commitment") to
issue to Purchaser, upon the recording of the Deed conveying title to the Land
and Improvements from Seller to Purchaser, the payment of the Purchase Price,
and the payment to the Title Company of the policy premium therefor, an owner's
policy of title insurance, in the amount of the Purchase Price, insuring good
and marketable fee simple record title to the Land and Improvements to be in
Purchaser subject only to the Permitted Exceptions (as hereinafter defined),
with the standard preprinted exceptions deleted and containing the following
endorsements: survey, Florida Form 9.2, contiguity and access. Such Title
Commitment shall not contain any exception for rights of parties in possession
other than an exception for the right of the Tenant (as hereinafter defined)
under the Lease. Not less than ten (10) days prior to the expiration of the
Inspection Period, Seller shall deliver to Purchaser an "as built" survey of the
Land and the Improvements (the "As-built Survey") certified to Purchaser,
Purchaser's lender, if any, and to the Title Company showing the boundaries and
the legal description of the Land, which survey shall be made in compliance with
the "Minimum Standard Detail Requirements for Land Title Surveys" established by
the ALTA/ACSM for Urban Land title surveys, including all items on Table A
thereof, except items 5, 12 and 14, and currently in effect. The As-built Survey
shall disclose no encroachments or improvements from or upon adjoining
properties, shall show the availability of all utility services at the perimeter
of the Land, and shall otherwise be in

3

form and content sufficient to enable the Title Company to issue include only
those survey exceptions which have been approved or deemed to have been approved
by Purchaser. The costs of each survey delivered by Seller pursuant hereto shall
be borne entirely by Seller. Said survey shall include certification of the
zoning classification applicable to the Land and that said classification will
permit the operating of the Property as an office building and that any
conditions to the granting of such zoning have been satisfied. Seller shall also
cause to be delivered to Purchaser together with such Title Commitment, legible
copies of all documents and instruments referred to therein. Purchaser, upon
receipt of the Title Commitment, the copies of the documents and instruments
referred to therein and the As-built Survey, shall then have ten (10) days
during which to examine the same, after which Purchaser shall notify Seller of
any defects or objections affecting the marketability of the title to the
Property. Ad Valorem taxes for 2001 which are not past due and any matters not
objected to by the Purchaser shall be deemed to be "Permitted Exceptions."
Seller shall then have until the Closing to cure such defects and objections and
shall, in good faith, exercise reasonable diligence to cure such defects and
objections. If any such defects or objections arose by, through, or under Seller
or if any such defects or objections consist of taxes, mortgages, deeds of
trust, deeds to secure debt, mechanic's or materialman's liens, or other such
monetary encumbrances, Purchaser shall have the right to cure such defects or
objections, in which event the Purchase Price shall be reduced by an amount
equal to the costs and expenses incurred by Purchaser in connection with the
curing of such defects or objections, and upon such curing, the Closing hereof
shall proceed in accordance with the terms of this Agreement.

8.  Representations and Warranties of Seller. Seller hereby makes the
----------------------------------------
following representations and warranties to Purchaser, each of which shall be
deemed material:

(a)  Lease. A true and accurate copy of the Lease and Guaranty,
-----
together with all modifications and amendments thereto have been delivered
to Purchaser. Seller is the "landlord" under the Lease and owns
unencumbered legal and beneficial title to the Lease and the rents and
other income thereunder, subject only to the collateral assignment of the
Lease and the rents thereunder in favor of the holder of an existing
mortgage or deed of trust encumbering the Property, which mortgage or deed
of trust shall be cancelled and satisfied by Seller at the Closing. The
term of the Lease commenced on September 10, 2001, and expires on September
30, 2011. The Tenant currently leases and occupies 100% of the rentable
area of the Improvements.

(b)  Lease - Assignment. To the best of Seller's knowledge, without
------------------
further investigation, the Tenant has not assigned its interest in the
Lease or sublet any portion of the premises leased to the Tenant under the
Lease.

(c)  Lease - Default. (i) Seller has not received any notice of
---------------
termination or default under the Lease, (ii) to the best of Seller's
knowledge and belief, there are no existing or uncured defaults by Seller
or by the Tenant under the Lease, (iii) to the best of Seller's knowledge,
there are no events which with the passage of time or notice, or both,
would constitute a default by Seller or by the Tenant, and Seller has
complied with each and every material undertaking, covenant, and obligation
of Seller under the Lease, and (iv) Tenant has not asserted any defense,
set-off, or counterclaim with respect to its tenancy or its obligation to
pay rent, additional rent, or other charges pursuant to the Lease.

(d)  Lease - Rents and Special Consideration. Tenant: (i) has not
---------------------------------------
prepaid rent for more than the current month under the Lease, (ii) has not
received and is not entitled to receive any rent concession in connection
with its tenancy under the Lease other than as described in the Lease,
(iii) is not entitled to any special work (not yet performed) except for
change order work which Tenant is obligated to pay, or consideration (not
yet given) in connection with its tenancy under the Lease, and (iv) does
not have any deed, option, or other evidence of any right or interest in or
to the Property, except as set forth in Section 32 of the Lease.

(e)  Lease - Commissions. Neither Seller nor any affiliate of Seller
-------------------
has incurred any obligation for rental, leasing or other commissions with
respect to the Lease which will not be cashed-out and paid prior to
Closing. Seller agrees to indemnify, defend and hold Purchaser harmless
from and against any such obligations created or arising by, through or
under Seller or its affiliates. This indemnity shall survive Closing.

4

(f)  Lease - Acceptance of Premises. (i) Tenant has accepted its leased
------------------------------
premises located within the Property, including any and all work performed
therein or thereon pursuant to the Lease, (ii) Tenant is in full and
complete possession of its premises under the Lease, and (iii) Seller has
not received notice from the Tenant that the Tenant's premises are not in
full compliance with the terms and provisions of Tenant's Lease or are not
satisfactory for Tenant's purposes.

(g)  No Other Agreements. Other than the Lease, the Permitted
-------------------
Exceptions and those matters, if any, listed on Schedule 8(g) hereto, there
are no leases, service contracts, management agreements, or other similar
agreements in force and effect, oral or written, to which Seller is a party
and that grant to any person whomsoever or any entity whatsoever any right,
title, interest or benefit in or to all or any part of the Property or any
rights relating to the use, operation, management, maintenance, or repair
of all or any part of the Property.

(h)  No Litigation. There are no actions, suits, or proceedings
-------------
pending, or, to the best of Seller's knowledge, threatened by any
organization, person, individual, or governmental agency against Seller
with respect to the Property or against the Property which could affect
title to the Property, nor does Seller know of any basis for such action.
Seller has no knowledge of any pending or threatened application for
changes in the zoning applicable to the Property or any portion thereof.

(i)  Condemnation. No condemnation or other taking by eminent domain of
------------
the Property or any portion thereof has been instituted and, to the best of
Seller's knowledge, there are no pending or threatened condemnation or
eminent domain proceedings (or proceedings in the nature or in lieu
thereof) affecting the Property or any portion thereof or its use.

(j)  Intentionally Omitted.
---------------------

(k)  No Assessments. To the best of Seller's knowledge, no assessments
--------------
have been made against the Property that are past due, whether or not they
have become liens.

(l)  Conditions of Improvements. Seller is not aware of any structural
--------------------------
or other defects, in the Improvements. The heating, ventilating, air
conditioning, electrical, plumbing, water, elevator(s), roofing, storm
drainage and sanitary sewer systems at or servicing the Land and
Improvements are, to the best of the Seller's knowledge, in good condition
and working order and Seller is not aware of any defects or deficiencies,
latent or otherwise, therein.

(m)  Certificates. To the best of Seller's knowledge, there are
------------
presently in effect temporary certificates of occupancy, licenses, and
permits as may be required for the Property. There has been no notice or
request of any municipal department, insurance company or board of fire
underwriters (or organization exercising functions similar thereto), or
mortgagee directed to Seller and requesting the performance of any work or
alteration to the Property which has not been complied with. Seller will
obtain and deliver to Purchaser at Closing permanent Certificates of
Occupancy.

(n)  Violations. To the best of Seller's knowledge, there are no
----------
violations of law, municipal or county ordinances, or other legal
requirements with respect to the Property, and the Improvements thereon
comply with all applicable legal requirements with respect to the use,
occupancy, and construction thereof.

(o)  Utilities. All utilities necessary for the use of the Property as
---------
an office building of the size and nature situated thereon and required to
be furnished pursuant to the Lease, including water, sanitary sewer, storm
sewer, electricity, and telephone, are installed and operational, and such
utilities either enter the Property through adjoining public streets, or,
if they pass through adjoining private land, do so in accordance with valid
public easements or private easements which inure to the benefit of the
Property.

(p)  Tax Returns. All property tax returns required to be filed by
-----------
Seller relating to the Property under any law, ordinance, rule, regulation,
order, or requirement of any governmental authority

5

have been, or will be, as the case may be, truthfully, correctly, and
timely filed.

(q)  Bankruptcy. Seller is "solvent as said term is defined by
----------
bankruptcy law" and has not made a general assignment for the benefit of
creditors nor been adjudicated a bankrupt or insolvent, nor has a receiver,
liquidator, or trustee for any of Seller's properties (including the
Property) been appointed or a petition filed by or against Seller for
bankruptcy, reorganization, or arrangement pursuant to the Federal
Bankruptcy Act or any similar Federal or state statute, or any proceeding
instituted for the dissolution or liquidation of Seller.

(r)  Pre-existing Right to Acquire. Except for the Tenant's rights
-----------------------------
under Section 32 of the Lease, no person or entity has any right or option
to acquire the Property or any portion thereof, which will have any force
or effect after the execution of this Agreement, other than Purchaser.

(s)  Effect of Certification. To the best of Seller's knowledge,
-----------------------
neither this Agreement nor the transactions contemplated herein will
constitute a breach or violation of, or default under, or will be modified,
restricted, or precluded by the Lease or the Permitted Exceptions.

(t)  Authorization. Seller is a duly organized and validly existing
-------------
limited liability company under the laws of the State of Delaware and is
qualified to conduct business in Florida. This Agreement has been duly
authorized and executed on behalf of Seller and constitutes the valid and
binding agreement of Seller, enforceable in accordance with its terms
subject to equitable principles, and all necessary action on the part of
Seller to authorize the transactions herein contemplated has been taken,
and no further action is necessary for such purpose.

(u)  Seller Not a Foreign Person. Seller is not a "foreign person"
---------------------------
which would subject Purchaser to the withholding tax provisions of Section
1445 of the Internal Revenue Code of 1986, as amended.

(v)  Approvals. The requirements of all covenants, conditions and
---------
restrictions of record relating to the development or construction of the
Improvements, including all covenants requiring consent from any third
party, have been, or on the Closing Date will be, fully satisfied and
complied with in all material respects.

(w)  Warranties. Seller shall comply with and perform any warranty
----------
obligations of the landlord under the Lease, including, without limitation,
the warranty obligations set forth in paragraph 12 of the Work Letter
attached to the Lease. The provisions of this paragraph shall survive
Closing.

At Closing, Seller shall represent and warrant to Purchaser that all
representations and warranties of Seller in this Agreement remain true and
correct as of the date of the Closing in all material respects, except for any
changes in any such representations or warranties that occur and are disclosed
by Seller to Purchaser expressly and in writing at any time and from time to
time prior to Closing upon their occurrence, which disclosures shall thereafter
be updated by Seller to the date of Closing. Subject to the limitations
expressly provided in this Agreement, each and all of the express warranties,
covenants, and indemnifications made and given by either party given to the
other party herein shall survive the execution and delivery of the Deed by
Seller to Purchaser.

9.  Seller's Additional Covenants. Seller does hereby further covenant and
-----------------------------
agree as follows:

(a)  Operation of Property. Seller hereby covenants that, from the date
---------------------
of this Agreement up to and including the date of Closing, Seller shall:
(i) not negotiate with any third party respecting the sale of the Property
or any interest therein, (ii) not modify, amend, or terminate the Lease or
enter into any new lease, contract, or other agreement respecting the
Property without Purchaser's consent (not to be unreasonably withheld),
except an amendment to terminate the tenant's purchase option and to
establish the amount of rent due under the Lease, (iii) not grant or
otherwise create or consent to the creation of any easement, restriction,
lien, assessment, or encumbrance respecting the Property, (iv) cause the
Property to

6

be operated, maintained, and repaired in the same manner as the Property is
currently being operated, maintained, and repaired; and (v) not discharge,
release, store or generate any hazardous substances on the Property.

(b)  Preservation of Lease. Seller shall, from and after the date of
---------------------
this Agreement to the date of Closing, use its good faith efforts to
perform and discharge all of the duties and obligations and shall otherwise
comply with every covenant and agreement of the landlord under the Lease,
at Seller's expense, in the manner and within the time limits required
thereunder. Furthermore, Seller shall, for the same period of time, use
diligent and good faith efforts to cause the Tenant under the Lease to
perform all of its duties and obligations and otherwise comply with each
and every one of its covenants and agreements under such Lease and shall
take such actions as are reasonably necessary to enforce the terms and
provisions of the Lease.

(c)  Tenant Estoppel Certificate. At least five (5) days prior to
---------------------------
expiration of the Inspection Period, Seller shall obtain and deliver to
Purchaser a fully completed estoppel certificate with respect to the Lease
in substantially the form of Exhibit "B" (the "Tenant Estoppel
-----------
Certificate"), duly executed by the Tenant thereunder. The Tenant Estoppel
Certificate shall be executed as of a date no earlier than the Effective
Date.

(d)  Insurance. From and after the date of this Agreement to the date
---------
and time of Closing, Seller shall (or shall cause Tenant), at its expense,
continue to maintain the all risk fire and extended coverage insurance
policy covering the Property which is currently in force and effect.

(e)  Westpointe Center. Seller covenants and agrees that it will comply
-----------------
with the provisions of Section 26 of the Lease (regarding the sale of other
property within Westpointe Center to named competitors of Tenant) and
indemnify, defend and hold Purchaser harmless from and against any damages,
including attorneys' fees, which may be incurred by Purchaser as a result
of a breach of the covenant contained therein and herein. The provisions of
this subparagraph shall survive Closing for an unlimited time.

10. Closing. The consummation of the sale by Seller and purchase by
-------
Purchaser of the Property (herein referred to as the "Closing") shall be held at
2:00 p.m., local time, on the first business day which is at least 15 business
days after the end of the Inspection Period, but in no event later than December
31, 2001, at the offices of Title Company, or at such earlier time as shall be
designated by Purchaser in a written notice to Seller not less than two (2)
business days prior to Closing. Notwithstanding the foregoing, Purchaser may
extend the Closing by up to 30 days upon delivery to Escrow Agent of an
additional $250,000 Earnest Money.

11. Seller's Closing Documents. For and in consideration of, and as a
--------------------------
condition precedent to, Purchaser's delivery to Seller of the Purchase Price
described in Paragraph 3 hereof, Seller shall obtain or execute, at Seller's
expense, and deliver to Purchaser at Closing the following documents (all of
which shall be duly executed, acknowledged, and notarized where required and
shall survive the Closing):

(a)  Special Warranty Deed. A Special Warranty Deed (the "Deed") in
---------------------
substantially the form of Exhibit "C" hereto subject only to the Permitted
----------
Exceptions. The legal description set forth in the Deed shall be as set
forth on Exhibit "A". In the event Purchaser shall obtain a new or updated
----------
survey of the Land and Improvements and the legal description set forth in
Purchaser's survey shall differ from the legal description set forth on
Exhibit "A", the Deed shall convey title by the legal description based
----------
upon such survey;

(b)  Bill of Sale. A Bill of Sale conveying to Purchaser the Personal
------------
Property in the form and substance of Exhibit "D";
----------

(c)  Blanket Transfer. A Blanket Transfer and Assignment in the form
----------------
and substance of Exhibit "E";
----------

7

(d)  Assignment and Assumption of Lease. An Assignment and Assumption
----------------------------------
of Lease in the form and substance of Exhibit "F", assigning to Purchaser
-----------
all of Seller's right, title, and interest in and to the Lease and the
rents thereunder;

(e)  Seller's Affidavit. A customary seller's affidavit in the form
------------------
required by the Title Company;

(f)  FIRPTA Certificate. A FIRPTA Certificate in such form as Purchaser
------------------
shall reasonably approve;

(g)  Certificates of Occupancy. The original or copies of Certificates
-------------------------
of Occupancy for all space within the Improvements;

(h)  Marked Title Commitment. The Title Commitment marked to delete the
-----------------------
"gap" exception and to reflect that Purchaser is vested with the fee simple
title to the Land and the Improvements, and to reflect that all
requirements for the issuance of the final title policy pursuant to such
Title Commitment have been satisfied;

(i)  Keys and Records. All of the keys to any doors or locks on the
----------------
Property and the original tenant files and other books and records relating
to the Property in Seller's possession;

(j)  Tenant Notice. Notice from Seller to the Tenant of the sale of the
-------------
Property to Purchaser in such form as Purchaser shall reasonably approve;

(k)  Settlement Statement. A settlement statement setting forth the
--------------------
amounts paid by or on behalf of and/or credited to each of Purchaser and
Seller pursuant to this Agreement; and

(l)  Other Documents. Such other documents as shall be reasonably
---------------
required by Purchaser's counsel.

12. Purchaser's Closing Documents. At Closing, Purchaser shall deliver the
-----------------------------
balance of the Purchase Price and shall obtain or execute and deliver to Seller
at Closing the following documents, all of which shall be duly executed and
acknowledged where required and shall survive the Closing:

(a)  Blanket Transfer. The Blanket Transfer and Assignment;
----------------

(b)  Assignment and Assumption of Lease. The Assignment and Assumption
----------------------------------
of Lease;

(c)  Settlement Statement. A settlement statement setting forth the
--------------------
amounts paid by or on behalf of and/or credited to each of Purchaser and
Seller pursuant to this Agreement; and

(d)  Other Documents. Such other documents as shall be reasonably
---------------
required by Seller's counsel.

13. Closing Costs. Seller shall pay the cost of any recording, transfer or
-------------
documentary tax imposed by any jurisdiction in which the Property is located,
the cost of the As-built Survey, the attorneys' fees of Seller, and all other
costs and expenses incurred by Seller in closing and consummating the purchase
and sale of the Property pursuant hereto. Purchaser shall pay the cost of the
Title Policy, the attorneys' fees of Purchaser, and all other costs and expenses
incurred by Purchaser in closing and consummating the purchase and sale of the
Property pursuant hereto. Each party shall pay one-half of any escrow fees.

14. Prorations. The following items shall be prorated and/or credited
----------
between Seller and Purchaser as of Midnight preceding the date of Closing:

8

(a)  Rents. Rents, additional rents, and other income of the Property
-----
(other than security deposits, which shall be assigned and paid over to
Purchaser) collected by Seller from Tenant for the month of Closing.
Purchaser shall also receive a credit against the Purchase Price payable by
Purchaser to Seller at Closing for any rents or other sums (not including
security deposits) prepaid by Tenant for any period following the month of
Closing, or otherwise.

(b)  Property Taxes. To the extent not paid or required to be paid by
--------------
the Tenant under the Lease, any city, state, county, and school district ad
valorem taxes based on the ad valorem tax bills for the Property, if then
available, or if not, then on the basis of the latest available tax figures
and information. Should such proration be based on such latest available
tax figures and information and prove to be inaccurate upon receipt of the
ad valorem tax bills for the Property for the year of Closing, either
Seller or Purchaser, as the case may be, may demand at any time after
Closing a payment from the other correcting such malapportionment. In
addition, if after Closing there is an adjustment or reassessment by any
governmental authority with respect to, or affecting, any ad valorem taxes
for the Property for the year of Closing or any prior year, any additional
tax payment for the Property required to be paid with respect to the year
of Closing shall be prorated between Purchaser and Seller, any such
additional tax payment for the Property for any year prior to the year of
Closing shall be paid by Seller and any refund for any year prior to the
year of Closing shall be paid to Seller. This agreement shall expressly
survive the Closing.

(c)  Utility Charges. Except for utilities and other operating costs
---------------
which are the responsibility of Tenant, Seller shall be responsible for all
such costs applicable to the period prior to Closing and Purchaser shall be
responsible for all such costs applicable to the period subsequent to the
Closing. Seller and Purchaser hereby agree to prorate and pay their
respective shares of all utility bills and operating costs received
subsequent to Closing, which agreement shall survive Closing.

15. Purchaser's Default. In the event of default by Purchaser under the
-------------------
terms of this Agreement, Seller's sole and exclusive remedy shall be to receive
the Earnest Money as liquidated damages and thereafter the parties hereto shall
have no further rights or obligations hereunder whatsoever except matters which
by their express terms survive termination of this Agreement. It is hereby
agreed that Seller's damages will be difficult to ascertain and that the Earnest
Money constitutes a reasonable liquidation thereof and is intended not as a
penalty, but as fully liquidated damages. Seller agrees that in the event of
default by Purchaser, it shall not initiate any proceeding to recover damages
from Purchaser, but shall limit its recovery to the retention of the Earnest
Money.

16. Seller's Default. In the event of default by Seller under the terms of
----------------
this Agreement (i) Purchaser shall have the right to terminate this Agreement by
giving written notice of such termination to Seller, whereupon Escrow Agent
shall promptly refund all Earnest Money to Purchaser, and Purchaser and Seller
shall have no further rights, obligations, or liabilities hereunder, except as
may be expressly provided to the contrary herein; or (ii) Purchaser shall have
the right to accept title to the Property subject to such defects and objections
with no reduction in the Purchase Price, in which event such defects and
objections shall be deemed "Permitted Exceptions"; or (iii) Purchaser may elect
to seek specific performance of this Agreement.

17. Condemnation. If, prior to the Closing, all or any part of the Property
------------
is subjected to a bona fide threat of condemnation by a body having the power of
eminent domain or is taken by eminent domain or condemnation (or sale in lieu
thereof), or if Seller has received notice that any condemnation action or
proceeding with respect to the Property is contemplated by a body having the
power of eminent domain, Seller shall give Purchaser immediate written notice of
such threatened or contemplated condemnation or of such taking or sale, and
Purchaser may by written notice to Seller given within fifteen (15) days of the
receipt of such notice from Seller, elect to cancel this Agreement. If Purchaser
chooses to cancel this Agreement in accordance with this Paragraph 17, then the
Earnest Money shall be returned immediately to Purchaser by Escrow Agent and the
rights, duties, obligations, and liabilities of the parties hereunder shall
immediately terminate and be of no further force and effect, except matters
which by their express terms survive termination of this Agreement. If Purchaser
does not elect to cancel this Agreement in accordance herewith, this Agreement
shall remain in full force and effect and the sale of the Property contemplated
by this Agreement, less any interest taken by eminent domain or condemnation, or
sale in

9

lieu thereof, shall be effected with no further adjustment and without reduction
of the Purchase Price, and at the Closing, Seller shall assign, transfer, and
set over to Purchaser all of the right, title, and interest of Seller in and to
any awards that have been or that may thereafter be made for such taking.

18. Damage or Destruction. If any of the Improvements shall be destroyed or
---------------------
damaged prior to the Closing, and the estimated cost of repair or replacement
exceeds Two Hundred Fifty Thousand Dollars ($250,000.00) or if the Lease shall
terminate as a result of such damage, Purchaser may, by written notice given to
Seller within twenty (20) days after receipt of written notice from Seller of
such damage or destruction, elect to terminate this Agreement, in which event
the Earnest Money shall immediately be returned by Escrow Agent to Purchaser and
except as expressly provided herein to the contrary, the rights, duties,
obligations, and liabilities of all parties hereunder shall immediately
terminate and be of no further force or effect. If Purchaser does not elect to
terminate this Agreement pursuant to this Paragraph 18, or has no right to
terminate this Agreement (because the damage or destruction does not exceed
$250,000.00 and the Lease remains in full force and effect), and the sale of the
Property is consummated, Purchaser shall be entitled to receive all insurance
proceeds paid or payable to Seller by reason of such destruction or damage under
the insurance required to be maintained by Seller pursuant to Paragraph 9(d)
hereof (less amounts of insurance theretofore received and applied by Seller to
restoration). If the amount of said casualty or rent loss insurance proceeds is
not settled by the date of Closing, Seller shall execute at Closing all proofs
of loss, assignments of claim, and other similar instruments to ensure that
Purchaser shall receive all of Seller's right, title, and interest in and under
said insurance proceeds, plus the amount of any deductible and Seller shall have
no further obligation with respect thereto.

19. Hazardous Substances. Seller hereby warrants and represents, to the
--------------------
best of Seller's knowledge and except as shown in that certain Phase I
Environmental Site Assessment dated June 1, 1998, prepared by Penguin Group,
L.P., that (i) no "hazardous substances", as that term is defined in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601, et. seq., the Resource Conservation and
--  ---
Recovery Act, as amended, 42 U.S.C. Section 6901 et. seq., and the rules and
--  ---
regulations promulgated pursuant to these acts, any so-called "super-fund" or
"super-lien" laws or any applicable state or local laws, nor any other
pollutants, toxic materials, or contaminants have been discharged, disbursed,
released, stored, treated, generated, disposed of, or allowed to escape on the
Property, (ii) no asbestos or asbestos containing materials have been installed,
used, incorporated into, or disposed of on the Property, (iii) no
polychlorinated biphenyls are located on or in the Property, in the form of
electrical transformers, fluorescent light fixtures with ballasts, cooling oils,
or any other device or form, (iv) no underground storage tanks are located on
the Property or were located on the Property and subsequently removed or filled,
(v) no investigation, administrative order, consent order and agreement,
litigation, or settlement with respect to Hazardous Substances is proposed,
threatened, anticipated or in existence with respect to the Property, and (vi)
the Property has not previously been used as a landfill, cemetery, or as a dump
for garbage or refuse. Seller hereby indemnifies Purchaser and holds Purchaser
harmless from and against any loss, cost, damage, liability or expense due to or
arising out of the breach of any representation or warranty contained in this
paragraph. The provisions of this paragraph shall survive Closing for an
unlimited time.

20. Assignment. Purchaser's rights and duties under this Agreement shall
----------
not be assignable except to an affiliate of Purchaser without the consent of
Seller which consent shall not be unreasonably withheld.

21. Broker's Commission. Purchaser has by separate agreement agreed to pay
-------------------
a brokerage commission to First Fidelity Investments Corporation (the "Broker").
Purchaser and Seller hereby represent each to the other that they have not
discussed this Agreement or the subject matter hereof with any real estate
broker or agent other than Broker so as to create any legal right in any such
broker or agent to claim a real estate commission with respect to the conveyance
of the Property contemplated by this Agreement. Seller shall and does hereby
indemnify and hold harmless Purchaser from and against any claim, whether or not
meritorious, for any real estate sales commission, finder's fees, or like
compensation in connection with the sale contemplated hereby and arising out of
any act or agreement of Seller, excluding any claim asserted by Brokers and any
broker or agent claiming under Broker. Likewise, Purchaser shall and does hereby
indemnify and hold harmless Seller from and against any claim, whether or not
meritorious, for any real estate sales commission, finder's fees, or like
compensation in connection with the sale contemplated hereby and arising out of
any act or agreement of Purchaser. This provisions

10

of this paragraph shall survive the Closing or any termination of this
Agreement.

22. Notices. Wherever any notice or other communication is required or
-------
permitted hereunder, such notice or other communication shall be in writing and
shall be delivered by overnight courier, by facsimile or telecopy, by hand, or
sent by U.S. registered or certified mail, return receipt requested, postage
prepaid, to the addresses set out below or at such other addresses as are
specified by written notice delivered in accordance herewith:

PURCHASER:             c/o Wells Capital, Inc.
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
Attn: Mr. Michael C. Berndt
Facsimile:  770.200.8199

with a copy to:        O'Callaghan & Stumm LLP
127 Peachtree Street, N. E., Suite 1330
Atlanta, Georgia 30303
Attn: William L. O'Callaghan, Esq.
Facsimile:  404.522.3080

SELLER:                Westpoint Building No. 1, L.L.C.
101 E. Erie Street, Suite 800
Chicago, IL 60611
Attn:  Gregory A. Ciambrone
Facsimile:  312.943.9768

with a copy to:        Ruden McClosky Smith Schuster & Russell, P.A.
200 East Broward Boulevard
Ft. Lauderdale, FL 33301
Attn:  John L. Shiekman, Esq.
Facsimile:  954.333-4003

and to:                Mr. John Kevin Poorman
200 West Madison St., Suite 3700
Chicago, IL 60606
Facsimile:  312.750.8547

All notices shall be deemed given three (3) business days following deposit in
the United States mail with respect to certified or registered letters, one (1)
business day following deposit if delivered to an overnight courier guaranteeing
next day delivery and on the same day if sent by personal delivery or by
telecopy or facsimile transmission (with proof of transmission). Attorneys for
each party shall be authorized to give notices for each such party. Any party
may change its address for the service of notice by giving written notice of
such change to the other party, in any manner above specified.

23. Possession. Possession of the Property shall be granted by Seller to
----------
Purchaser on the date of Closing, subject only to the Lease and the Permitted
Exceptions.

24. Time Periods. If the time period by which any right, option, or
------------
election provided under this Agreement must be exercised, or by which any act
required hereunder must be performed, or by which the Closing must be held,
expires on a Saturday, Sunday, or holiday, then such time period shall be
automatically extended through the close of business on the next regularly
scheduled business day.

25. Survival of Provisions. All covenants, warranties, indemnities and
----------------------
agreements set forth in this Agreement shall survive the execution or delivery
of any and all deeds and other documents at any time executed or

11

delivered under, pursuant to, or by reason of this Agreement, and shall survive
the payment of all monies made under, pursuant to, or by reason of this
Agreement, for a period of one year from Closing or for such longer period as
may be specified in the paragraph relating thereto.

26. Severability. This Agreement is intended to be performed in accordance
------------
with, and only to the extent permitted by, all applicable laws, ordinances,
rules, and regulations. If any provision of this Agreement, or the application
thereof to any person or circumstance, shall, for any reason and to any extent
be invalid or unenforceable, the remainder of this Agreement and the application
of such provision to other persons or circumstances shall not be affected
thereby but rather shall be enforced to the greatest extent permitted by law.

27. Authorization. Purchaser represents to Seller that this Agreement has
-------------
been duly authorized and executed on behalf of Purchaser and constitutes the
valid and binding agreement of Purchaser, enforceable in accordance with its
terms subject to equitable principles, and all necessary action on the part of
Purchaser to authorize the transactions herein contemplated has been taken, and
no further action is necessary for such purpose.

28. General Provisions. No failure of either party to exercise any power
------------------
given hereunder or to insist upon strict compliance with any obligation
specified herein, and no custom or practice at variance with the terms hereof,
shall constitute a waiver of either party's right to demand exact compliance
with the terms hereof. This Agreement contains the entire agreement of the
parties hereto, and no representations, inducements, promises, or agreements,
oral or otherwise, between the parties not embodied herein shall be of any force
or effect. Any amendment to this Agreement shall not be binding upon the parties
hereto unless such amendment is in writing and executed by all parties hereto.
The provisions of this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, legal representatives,
successors, and assigns. Time is of the essence of this Agreement. This
Agreement may be executed in multiple counterparts, each of which shall
constitute an original, but all of which taken together shall constitute one and
the same agreement. The headings inserted at the beginning of each paragraph are
for convenience only, and do not add to or subtract from the meaning of the
contents of each paragraph. This Agreement shall be construed and interpreted
under the laws of the State of Florida. Except as otherwise provided herein, all
rights, powers, and privileges conferred hereunder upon the parties shall be
cumulative but not restrictive to those given by law. All personal pronouns used
in this Agreement, whether used in the masculine, feminine, or neuter gender
shall include all genders, and all references herein to the singular shall
include the plural and vice versa.

29. Effective Date. The "Effective Date" of this Agreement shall be deemed
--------------
to be the date this Agreement is fully executed by both Purchaser and Seller and
a fully executed original counterpart of this Agreement has been received by
both Purchaser and Seller.

30. Radon Gas Disclosure. The following notification is provided in
--------------------
accordance with Section 404.056 of the Florida Statutes: "RADON GAS: Radon is a
naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to
it over time. Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida."

31. Tenant's Option to Purchase. The parties acknowledge that Tenant has
---------------------------
the option to purchase the Property pursuant to Section 32 of the Lease. As an
inducement to Purchaser to enter into this Agreement, Seller agrees to escrow
with Escrow agent from its proceeds at Closing the sum of $200,000.00 and any
interest thereon to be released to Purchaser in the event Tenant exercises its
rights pursuant to the Lease and to be released to Seller if Tenant does not
exercise its rights.

32. Duties as Escrow Agent. In performing its duties hereunder, Escrow
----------------------
Agent shall not incur any liability to anyone for any damages, losses or
expenses, except for its gross negligence or willful misconduct, and it shall
accordingly not incur any such liability with respect to any action taken or
omitted in good faith upon advice of its counsel or in reliance upon any
instrument, including any written notice or instruction provided for in this
Agreement, not only as to its due execution and the validity and effectiveness
of its provision, but also as to the truth and accuracy of any information
contained therein that Escrow Agent shall in good faith believe to be genuine,
to have been signed or presented by a proper person and to conform to the
provisions of this Agreement. Seller and

12

Purchaser hereby agree to indemnify and hold harmless Escrow Agent against any
and all losses, claims, damages, liabilities and expenses, including reasonable
costs of investigation and legal fees and disbursements, that may be imposed
upon Escrow Agent or incurred by Escrow Agent in connection with its acceptance
or performance of its duties hereunder as escrow agent, including without
limitation, any litigation arising out of this Agreement. If any dispute shall
arise between Seller and Purchaser sufficient in the discretion of Escrow Agent
to justify its doing so, Escrow Agent shall be entitled to tender into the
registry or custody of the clerk of the Court for the county in which the
Property is located or the clerk for the United States District Court having
jurisdiction over the county in which the Property is located, any or all money
(less any sums required to pay Escrow Agent's attorneys' fees in filing such
action), property or documents in its hands relating to this Agreement, together
with such pleadings as it shall deem appropriate, and thereupon be discharged
from all further duties under this Agreement. Seller and Purchaser shall bear
all costs and expenses of any such legal proceedings.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective seals to be affixed hereunto as of the day,
month and year first above written.

"SELLER":

WESTPOINT BUILDING NO. 1, L.L.C., a Delaware limited liability company
By:      HDP ASSET CO., L.L.C., a Delaware limited liability company,
its authorized member

By:      /s/ Gerald A. Piertka
-----------------------------------
Its:     Authorized Representative

"PURCHASER":

WELLS CAPITAL, INC., a Georgia corporation

By:      /s/ Douglas P. Williams
-----------------------------------

Its:         Douglas P. Williams
-----------------------------------
Senior Vice President
"ESCROW AGENT":

Lawyers Title Insurance Corporation

By:      /s/ Mary D. Hager
-----------------------------------

Its:     Commercial Closer
-----------------------------------

13

Schedule of Exhibits
--------------------

Exhibit "A"       -        Description of Land
Schedule 8(g)     -        List of Agreements, if any
Exhibit "B"       -        Tenant Estoppel Certificate Form
Exhibit "C"       -        Special Warranty Deed Form
Exhibit "D"       -        Bill of Sale Form
Exhibit "E"       -        Blanket Transfer and Assignment Form
Exhibit "F"       -        Assignment and Assumption of Lease Form

EXHIBIT 10.110

LEASE AGREEMENT FOR CONVERGYS BUILDING

LEASE AGREEMENT
---------------

THIS LEASE AGREEMENT ("Lease") is entered into as of August 29, 2000
(the "Effective Date"), by and between WESTPOINT BUILDING NO. 1, L.L.C., a
Delaware limited liability company "Landlord"), whose principal address is 101
E. Erie Street, Suite 800, Chicago, Illinois 60611, and CONVRERGYS CUSTOMER
MANAGEMENT GROUP INC., an Ohio corporation ("Tenant"), whose principal address
is 201 East Fourth Street, Cincinnati, Ohio 45202.

In consideration of the promises and covenants herein set forth and for
other good and valuable consideration, the receipt, adequacy and legal
sufficiency of which are hereby acknowledged, the parties mutually agree as
follows:

1.       PREMISES AND PARKING. Landlord shall construct a new two-story building
--------------------
containing approximately 100,000 gross square feet (the "Building") in
accordance with the "Work Letter Construction Obligations" attached
hereto as Exhibit A (the "Work Letter"). Tenant shall occupy all of the
---------
100,000 gross square feet of the Building. The Building shall be
constructed on approximately 12.55 acres of land located in Westpointe
Centre, Tamarac, Florida, and more particularly described on Exhibit B
---------
attached hereto (the "Land"). The Building and Land are collectively
referred to below as the "Premises". Landlord, in consideration of the
rents, covenants, terms and conditions of this Lease, leases to Tenant
the Premises. In addition, throughout the Term, Tenant and its agents,
employees, and invitees shall be entitled to the unrestricted,
exclusive use of at least nine hundred seventy-four (974) parking
spaces as indicated on the Preliminary Building Shell and Site Plans
(as defined in the Work Letter) at no additional charge, which nine
hundred seventy-four (974) designated parking spaces will include, at
no additional charge, assigned visitor and handicap parking near
Tenant's visitor entrance as indicated on the Preliminary Building
Shell and Site Plans, including but not limited to the minimum number
of handicap spaces required by (and designed in compliance with)
applicable building codes and the Americans With Disabilities Act (the
"ADA"). Landlord will, at no additional cost to Tenant, assist Tenant
in securing a Commercial Boulevard bus stop at the building from the
applicable governmental authorities; provided, however, Landlord does
not guarantee or warrant that such bus stop will be approved.

2.       INITIAL TERM AND RENEWAL TERMS.
------------------------------

a.       The initial term of this Lease (the `Initial Term") shall be
ten (10) Lease Years (defined below). The Initial Term will
commence on the date (the "Commencement Date") that is the
later of: (i) the date that is fifteen (15) days after
Substantial Completion of the Base Building Work and the
Tenant Improvements (as defined in the Work Letter), or (ii)
September 1, 2001, subject to the provisions of Section 7(d)
of the Work Letter. The first "Lease Year" shall begin on the
Commencement Date and shall end on the last day of the twelfth
(12th) full calendar month thereafter. Thereafter, each
succeeding twelve-month period shall be a "Lease Year".

b.       If Tenant is not in default under this Lease beyond any
applicable cure period at the time of exercise, Tenant may, at
its option, extend the Initial Term for all of the premises
for up to three (3) additional periods of five (5) lease years
each (the "Renewal Term(s)"), upon written notice given to
Landlord at least nine (9) months prior to the end of the
Initial Term or Renewal Term then in effect of Tenant's need
to exercise such option(s). Failure by Tenants to so notify
Landlord in writing on or before nine (9) months before the
expiration of the Initial Term or Renewal Term then in effect
will be deemed to be a waiver by Tenant of its rights to
extend the Initial Term or the applicable Renewal Term. Except
for Base Rent, Tenant's lease of the applicable portion of the
Premises during the Renewal Terms shall be on the same terms
as provided in this Lease for the Initial Term.

c.       In the event Tenant elects to extend the Terms for the first
Renewal Term, Tenant shall be entitled to a market
Refurbishment Allowance (as defined below) for the First
Renewal Term, and Landlord will pay Tenant such Market
Refurbishment Allowance as Tenant elects to receive on or
before the expiration of the Initial Term. That portion, if
any, of the Market Refurbishment Allowance not used by Tenant
shall be set off against Base Rent first coming due during the
First Renewal Term. As used herein, the term "Market
Refurbishment Allowance" means the then prevailing market
refurbishment allowance for tenants in buildings of comparable
size, age, use, location and quality in the Ft. Lauderdale,
Florida area (the "Market Area"). Within thirty (30) days of
Landlord's receipt of Tenant's notice of its intent to
exercise the First Renewal Term, Landlord shall provide Tenant
with its written proposal for the Market Refurbishment
Allowance. If the parties are unable to agree upon the Market
Refurbishment Allowance within sixty (60) days after Tenant
receives Landlord's written proposal, the Market Refurbishment
Allowance shall be determined by two (2) licensed real estate
appraisers, one appointed by Landlord and one appointed by
Tenant, who are members of the American Institute of
Appraisers are experienced in appraising commercial real
estate in the Ft. Lauderdale, Florida area. If the appraisers
are unable to agree on a Market Refurbishment Allowance for
the Premises within twenty (20) days of their appointment,
they shall select a third appraiser meeting the qualifications
outlined above and who has not previously worked for either
party within five (5) days after the last day of such twenty
(20) day period. Each party shall pay one-half (1/2) of the
third appraiser's fees. Within twenty (20) days after the
appointment of the third appraiser, a majority of the
appraisers will set the Market Refurbishment Allowance. If a
majority of the appraisers are unable to agree on a Market
Refurbishment Allowance within such twenty (20) day period,
the two closest appraisals will be averaged and the result
will be the Market Refurbishment Allowance for purposes of
this Section. The Market Refurbishment Allowance as determined
in accordance with this Section shall be binding on Landlord
and Tenant.

d.       The Initial Term and the Renewal Terms shall be collectively
referred to as the "Term". Except as otherwise provided in
this Lease to the contrary, upon the

2

expiration or termination of this Lease, the parties shall
be released of all obligations under this Lease accruing
from and after such expiration or termination.

3.       DETERMINATION OF BASE RENT.
--------------------------

Tenant shall pay Landlord base rent ("Base Rent") as follows:

a.       For the initial Term, annual Base Rent, based upon the Budget
(as defined in the Work Letter), and a 10.80% lease constant,
shall be:

Lease         Annual Base Rent
Years        (2.5% annual increases)  Monthly Base Rent
-----        -----------------------  -----------------
1          $1,156,560.00            $ 96,380.00
2          $1,185,474.00            $ 98,789.50
3          $1,215,110.85            $101,259.24
4          $1,245,488.62            $103,790.72
5          $1,276,625.84            $106,385.49
6          $1,308,541.48            $109,045.12
7          $1,341,225.02            $111,771.25
8          $1,374,786.40            $114,565.53
9          $1,409,156.05            $117,429.67
10         $1,444,384.95            $120,365.41

b.       For the First Renewal Term (Lease Years 11 through 15), annual
Base Rent shall equal 95% of "Market Rate" (as defined below;
provided, however, the annual Base Rent for the First Renewal
Term shall be no less than the annual Base Rent in Lease Year
10.

c.       For the Second Renewal Term Lease Years 16 through 20), annual
Base Rent shall equal 95% of Market Rate; provided, however,
the annual Base Rent for the Second Renewal Term shall be no
less than the annual Base Rent in Lease Year 15.

d.       For the Third Renewal Term (Lease Years 21 through 25), annual
Base Rent shall equal 95% of Market Rate; provided, however,
the annual Base Rent for the Third Renewal Term shall be no
less than the annual Base Rent in Lease Year 20.

e.       The annual Base Rent set forth in Section 3.1. above has been
calculated by applying an agreed lease constant of 10/80% (the
"Lease Constant") to the amount of $10,70,898.00 set forth on
the Budget attached to the Work Letter. Such amount set forth
on the Budget is referred to herein and in the Work Letter as
the "Guaranteed Maximum Price" or "GMP". The GMP shall be
adjusted as set forth in the Work Letter (as so adjusted, the
"Adjusted "GMP"). Upon Substantial Completion, the annual Base
Rent for the first Lease Year shall be recalculated such that
same shall be equal to the result obtained by multiplying the
Lease Constant by the sum (the "Rent Calculation Amount") of
(i) the "Actual Total

3

Landlord's Costs" (as defined in the Work Letter) and (ii)
thirty percent (30%) of the difference between the Adjusted
GMP and the Actual Total landlord's Costs; provided, however,
in no event shall the annual Base Rent for the first Lease
Year exceed the Adjusted GMP multiplied by the Lease Constant.
The annual Base Rent for each Lease Year after the first
Lease Year shall increase annually by 2.5%.

In addition, Landlord agrees to allow Tenant an additional
$848,437.00 (the "Financing Limit") of combined hard and soft
costs in "Finance Change Orders" (as defined in the Work
Letter), to be capitalized in the annual Base Rent at the
Lease Constant. Landlord and Tenant agree that Tenant will use
a portion of the Financing Limit for the installation of a
raised floor system in the Building, and Tenant may use any
portion of the Financing Limit not allocated to the raised
floor system for such other matters as Tenant may elect, in
Tenant's sold discretion. Any Change Orders which exceed the
Financing Limit are deemed "Cash Change Orders" (as defined in
the Work Letter), and shall be payable by Tenant in accordance
with Section 6(b) of the Work Letter.

f.       As used herein, the term "Market Rate" means the then
prevailing market rate per rentable square foot for base rent
for tenants of comparable quality given by landlords for
leases with tenants in buildings of comparable size, age, use,
location and quality in the Market Area, taking into
consideration the extent of the availability of space as large
as the Premises in the Market Area and all other economic
terms then customarily prevailing in such leases with new
tenants in the Market Area. Within thirty (30) days of
Landlord's receipt of Tenant's notice of its intent to
exercise any of the Renewal Terms, Landlord shall provide
Tenant with its written proposal for the Market Rate. If the
parties are unable to agree upon the Market Rate within sixty
(60) days after Tenant receives Landlord's written proposal,
the Market Rate shall be determined by two (2) licensed real
estate appraisers, one appointed by Landlord and one appointed
by Tenant, who are members of the American Institute of
Appraisers and are experienced in appraising commercial real
estate in the Ft. Lauderdale, Florida area. In establishing
the Market Rate for an applicable Renewal Term, the appraisers
will produce a five (5) year schedule of Base Rent for such
Renewal Term. If the appraisers are unable to agree on a
Market Rate for the Premises within twenty (20) days of their
appointment, they shall select a third appraiser meeting the
qualifications outlined above and who has not previously
worked for either party within five (5) days after the last
day of such twenty (20) day period. Each party shall pay
one-half (1/2) of the third appraiser's fees. Within twenty
(20) days after the appointment of the third appraiser, a
majority of the appraisers will set the Market Rate. If a
majority of the appraisers are unable to agree on a Market
Rate within such twenty (20) day period, the two closest
appraisals will be averaged and the result will be the Market
Rate for purposes of this Section. The Market Rate as
determined in accordance with this Section shall be binding on
Landlord and Tenant.

g.       Annual Base Rent shall be paid in equal monthly installments.
Base Rent is payable in advance on the first day of each month
and shall be prorated on a daily basis for

4

any partial month. Each monthly payment of Base Rent shall
include applicable sales tax thereon, In the event the first
month of the Initial Term is a partial month, Base Rent for
such a partial month will be due and payable on the
Commencement Date. If Base Rent is not received by Landlord
by the tenth (10th) day of any month, then Tenant shall owe
Landlord interest accruing thereon at the Prime Rate then in
effect and as announced by The Wall Street Journal plus 3%
-----------------------
per annum (the "Default Rate") from and including the firth
day after its due date until paid in full, provided,
however, if Tenant is late in the payment of Base Rent more
than twice in any Lease Year, interest as described above
shall accrue as of the date Base Rent was due until paid.

4.       OPERATING COSTS, REAL PROPERTY TAXES AND ASSESSMENTS.
----------------------------------------------------

a.       For purposes of this Section and the Lease, the following
words and phrases shall have the meanings set forth below:

i.     "Operating Costs" shall mean all actual costs and
expenses incurred by Landlord in connection with, the
ownership and maintenance of the Building, its
equipment, and the Land and related improvements
located thereon (the "Improvements"), other than the
performance by Landlord of its work under the Work
Letter and the obligations which are at the sole
expense of Landlord as more fully described at Section
6 below. In explanation of the foregoing, Operating
Costs shall include, but are not necessarily limited
to, all real property taxes and assessments imposed on
the Building and Premises; landscaping; common area
maintenance; snow removal; insurance; license, permit
and inspection fees; cost of services of independent
contractors; capital expenditures (amortized over the
item's useful life, as determined by generally accepted
accounting principles consistently applied), provided
any such capitalized item to be charged as a component
of Operating Costs is required because repair/
maintenance is no longer practical; property management
fees not in excess of three percent (3%) of the sum of
Base Rent and Additional Rent (as defined below); and
any operation and maintenance charges assessed against
the Premises pursuant to the Declaration of Protective
Covenants, Restrictions and Easements for Westpointe
Centre, a copy of which is attached hereto as Exhibit C
---------
(the "CCR"), which Tenant hereby consents to, and any
other covenants, conditions and restrictions,
reciprocal easement agreements or similar restrictions
and agreements hereafter affecting any portion of the
premises provided same have been consented to in
writing by the Tenant. Notwithstanding the foregoing,
Tenant shall not be bound by any modification or
amendment to the CCR that materially affects Tenant's
rights or obligations under this Lease unless Tenant
has consented in writing to such modification or
amendment. The foregoing notwithstanding, Operating
Costs shall not include utilities for the Premises;
depreciation on the Building and Improvements; amounts
paid toward principal or interest of loans of Landlord;
nor those costs as defined in Subsection 4.a.ii. below.

5

ii.    "Operating Costs" for the Building, its equipment, and
the Premises and Improvements shall not include:

1.   mortgage principal payments

2.   Mortgage interest payments

3.   refinancing costs

4.   ground rent and related costs

5.   depreciation and amortization of the Building or
equipment (except as otherwise permitted in
Section 4.a.i, above)

6.   interest or penalties resulting from late payments
by Landlord

7.   advertising costs

8.   brokerage leasing commissions

9.   tenant alterations

10.  capital improvements (except as otherwise
permitted in Section 4.a.i, above)

11.  off-site management personnel and overhead

12.  property management fees in excess of three
percent (3%) of the sum of Base Rent and
Additional Rent

13.  those items specified in Section 6.b. below to be
performed by Tenant

14.  any costs for which Landlord receives a credit,
refund or discount, to the extent of such credit,
refund or discount

15.  any insurance costs to the extent such insurance
is not required to be maintained under this Lease

16.  cost of replacing or adding improvements to the
Building or the Premises mandated by law or
governmental authority, and any repairs or
removals necessitated thereby

17.  any costs covered by or reimbursable under a
contractor, manufacturer or supplier warranty or
service contract

18.  any costs to remove and/or remediate Hazardous
Substances at, on or in the Premises not as a
result of any act or omission of the Tenant
Parties (as defined in Section 12.b.).

6

b.       The cost of any services performed by Landlord or by any of
its related parties will be comparable to those charged by
independent service providers (excluding property management
fees, which may not exceed three percent (3%) of the sum of
Base Rent and Additional Rent).

c.       Landlord shall use its best efforts to provide Tenant with a
copy of Landlord's written Operating Cost budget and a written
statement of the estimated operating costs ("Estimated
Operating Costs") for the calendar year (or portion thereof)
in which Substantial Completion will occur at least thirty
(30) days prior to the Commencement Date, provided, however,
Landlord's failure to provide same within such time period
will not affect Tenant's obligation to pay Additional Rent. In
addition, Landlord shall furnish Tenant with the following
statements:

i.     Landlord shall use its best efforts to furnish Tenant a
written statement of Operating Costs occurring during
the previous calendar year within ninety (90) days from
the expiration of each calendar year occurring during
the Term of this lease, provided, however, Landlord's
failure to provide same within such time period will
not affect Tenant's obligation to pay Additional Rent.
The written statement shall specify the amount by which
Tenant's Operating Costs exceed or are less than the
amounts paid by Tenant during the previous calendar
year pursuant to Subsection 4.c.ii below. Landlord will
furnish Tenant with any backup material supporting
Landlord's calculations within ten (10) days after
receipt of Tenant's reasonably written request
therefor.

ii.    At the same time specified in Subsection 4.c.i above,
Landlord shall furnish Tenant a copy of Landlord's
written Operating Cost budget and a written statement
of the Estimated Operating Costs for the then current
calendar year.

d.       During the Term, Tenant will pay as additional rent
("Additional Rent") the Operating Costs, and all applicable
sales tax thereon. Operating Costs will be paid as follows:

i.     With each payment of Base Rent due pursuant to Section
3 above, Tenant will pay to Landlord one-twelfth (1/12)
of Operating Costs as determined by the budget
referenced in Section 4.c.ii, above.

ii.    Within thirty (30) days after delivery of the written
statement referred to in Section 4c.i, above, Tenant
will pay to landlord the amount by which Operating
Costs, as specified in such written statement, exceeds
the aggregate of Estimated Operating Costs actually
paid by Tenant for the calendar at issue.

iii.   If the annual statement of actual Operating Costs
indicates that Estimated Operating Costs paid by Tenant
pursuant to Section 4.d.i. above for any year exceeds
actual Operating Costs for the same calendar year,
Landlord, at its

7

election, will either (i) promptly pay the amount of
such excess to Tenant within thirty (30) days, or (ii)
apply such excess against the next installment(s) of
Additional Rent next coming due hereunder.

e.       Upon reasonable advance request, but in no event more than
once every Lease Year, Landlord shall grant Tenant reasonable
access to Landlord's books and records which reflect Operating
Costs for the purpose of verifying Operating Costs incurred by
Landlord for the past two (2) calendar years. Tenant shall
have the right to photocopy all such books and records.
Landlord will retain its books and records for a period of not
less than two (2) years.

f.       Tenant shall pay, prior to the delinquency after receipt of
written request therefor from Landlord accompanied by a copy
of the applicable bill received by Landlord, all Taxes (as
defined below) on the Premises. Each such payment will be
accompanied by applicable sales tax thereon. For purposes
hereof, Taxes shall mean all real estate taxes , assessments,
and governmental charges or fees whether federal, state,
county or municipal, and whether they be by taxing districts
or authorities presently taxing or by others, subsequently
created or otherwise, and any other taxes and assessments
(including non-governmental assessments for common charges
under the CCR, or any other restrictive covenant or other
private agreement that are not treated as part of Operating
Costs consented to in writing by Tenant) now or hereafter
attributable to the Premises (or its operation), excluding,
however, penalties and interest thereon, and federal and state
taxes on income, capital, stock, succession, transfer,
franchise, gift, estate or inheritance. If the present method
of taxation changes so that in lieu of the whole or any part
of any Taxes, there is levied on Landlord a capital tax
directly on the rents received therefrom or a franchise tax,
assessment, or charge bases, in whole or in part, upon such
rents for the Premises, then all such taxes, assessments, or
charges, or the part thereof so based, shall be deemed to be
included within the term "Taxes" for purposes hereof. Taxes
shall include the reasonable costs of consultants retained in
an effort to lower Taxes and reasonable costs incurred in
disputing any Taxes or in seeking to lower the tax valuation
of the Premises. If any bill for Taxes covers a time period
which is outside the Term of this Lease, Tenant's obligation
to be responsible for such payment shall be appropriately
adjusted with Landlord so that Tenant is only paying for Taxes
attributable to the Term.

5.       UTILITIES AND SERVICES. Landlord shall provide all mechanical and
----------------------
structural systems and equipment, including but not limited to
plumbing, heating, air conditioning, electrical systems, security,
lighting and similar equipment in accordance with the complete Final
Building Shell and Site Plans. Tenant shall procure in its name and
promptly pay when due all charges accruing during the Term for
telephone, electricity, gas, sanitary service, water and trash
collection for the Premises. If at any time during the Term the
Premises become untenantable because of the interruption of services to
the Building and such interruption is neither within Tenant's control
nor due to the fault of Tenant, its contractors, agents or employees,
Rent, Additional Rent, and any other charges due from Tenant hereunder
will abate in proportion to the extent of the Building that is
untenantable,

8

beginning with the second day of such untenantability until the
Premises again become tenenantable.

6.       MAINTENANCE.
-----------

a.       Landlord will maintain, and make all necessary repairs and/or
replacement to, the Building and its structural elements, the
building systems, common areas, other tenant's premises (if
any) and the exterior walls, exterior doors, windows, roof,
corridors and structural portions of the Premises and the
Building, and will maintain the Building and the property
including all common areas, landscaping, exterior windows and
parking areas as a first-class, professional office building
consistent with other similar buildings in the Ft. Lauderdale,
Florida area and suitable for general office and/or
teleservicing use, and in compliance with all building and
zoning codes and all other applicable laws, ordinances, rules
and regulations. Landlord will keep the building systems in
good condition and repair and will make the building systems
available to Tenant twenty-four (24) hours per day, seven (7)
days per week, 365 (or 366 as the case may be) days per year.
Expenses incurred by Landlord in connection with the foregoing
will be included as Operating Costs under Section 4.a.i.,
subject to the exclusions listed in Section 4.a.ii., and
reimbursable by Tenant as part of Operating Costs. Landlord,
at its sole expense, will repair all defects (including latent
defects) in the construction of the Building and the Premises
(excluding any defects in the Tenant Improvements or
additional work constructed by Tenant in accordance with
Section 7), and such expenses will not be included as
reimbursable Operating Costs. All repairs and maintenance
performed by Landlord will be of a first-class quality and
done in a prompt, diligent and good workmanlike manner.
Landlord will use reasonable efforts to do any repairs and
maintenance, construction or any other work in such a manner
as not materially to interfere with or impair Tenant's use or
occupancy of the Premises. Landlord will be responsible for
compliance of the Premises, the Building, and the Property
with all applicable codes, laws, ordinances, rules, and
regulations, including without limitation the Environmental
Laws (defined below) and the ADA. If a violation of the ADA as
it was in effect as of the Effective Date is found to exist
which has not been caused by Tenant, Landlord at its expense
(and not as a component of Operating Cost) will promptly
correct such violation. Notwithstanding the foregoing, Tenant
shall be responsible and pay for any alterations,
modifications, additions or improvements to the interior of
the Premises which may be required by the ADA as a result of
(a) Tenant's alteration or modification of the Premises or
construction of the Tenant Improvements in accordance with
this Lease or (b) in order to make reasonable accommodations
to specific employees of Tenant with disabilities. In the
event Landlord fails to perform any of its obligations under
this Section 6.a., and such failure subjects persons or
property to an immediate risk of harm, Tenant will have the
right to perform such obligations and Landlord will reimburse
Tenant for the reasonable cost of performing such obligations
within thirty (30) days of receipt of an invoice for such
costs. In the event Landlord fails to reimburse Tenant for
such costs

9

within such thirty (30) day period, interest will
accrue on such amount at the Default Rate from the day after
such payment was due.

b.       Excluding the obligations of Landlord under Section 6.a.,
above, Tenant shall, at its own expense, maintain the
interior, nonstructural portions of the Building in good
condition and repair, reasonable wear and tear and casualty
damage excepted. Tenant shall provide for its own janitorial
services for the Building, including but not limited to
cleaning of window surfaces within the interior of the
Building. Upon the expiration or earlier termination of this
lease, Tenant shall surrender the Building to Landlord in good
condition, reasonable wear and tear and casualty damage
excepted. Notwithstanding anything to the contrary in this
Lease, Tenant shall have no obligation to restore the Building
to its original condition or to remove any tenant
improvements, including the Tenant Improvements, in the
Building upon the expiration or termination of this Lease.

c.       If Tenant fails to perform any of its maintenance obligations
hereunder (including those obligations under this Section 6
and Section 11), Landlord shall have the right, after
providing Tenant with thirty (30) days' written notice and
opportunity to perform all necessary repairs, to perform such
repairs (and replacements, if necessary) on Tenant's behalf
and Tenant shall reimburse Landlord within thirty (30) days
for all of Landlord's costs in connection therewith. In the
event Tenant fails to reimburse Landlord for such costs within
such thirty (30) day period, interest will accrue on such
amount at the Default Rate from the day after such payment was
due.

7.       ALTERATIONS. Tenant shall have the right to make such alterations to
-----------
the Premises as may be necessary for the conduct of Tenant's business
after completion of the Tenant Improvements and reasonably approved by
Landlord; provided, however, that Tenant shall not make (a) any
structural alterations, any nonstructural alterations that affect the
integrity of the Building systems, or any nonstructural alterations a
single component of which costs in excess of $100,000 (and for which
Tenant has not agreed in writing to restore the Premises to the
condition immediately prior to such alteration at the expiration or
earlier termination of this Lease) without the written consent of
Landlord, which consent Landlord may withhold in its sole discretion;
of (b) any nonstructural alterations a single component of which costs
in excess of $100,000 (and for which Tenant has agreed in writing to
restore the Premises to the condition immediately prior to such
alteration at the expiration or earlier termination of this lease)
without the written consent of Landlord, which consent shall not be
unreasonably withheld or delayed. Tenant shall obtain all necessary
building permits as are required for such alterations. Except as
provided herein (;particularly with respect to Tenant's machinery,
trade fixtures, furnishings, equipment and signs) such alterations made
by Tenant shall become part of the Premises and shall be returned to
Landlord as part of the Premises upon termination. Tenant shall also
have the right to install, attach, affix or otherwise place in or upon
the Premises, any and all machinery, equipment for teleservicing,
office or software development, trade fixtures, furnishings and
exterior signs necessary or desirable for Tenant's proper use of the
Premises. Notwithstanding anything to the contrary, Tenant will retain
ownership and shall remove any and all of Tenant's machinery,

10

equipment for teleservicing, office or software development, trade
fixtures, furnishings and exterior signs (including without limitation
telecommunications equipment, computers, office furniture, office
equipment, disaster recovery backup equipment, cabling, wiring, signs,
etc.) at any time including at the termination or expiration of this
Lease, whether or not the same shall be deemed to be affixed to the
Premises or the Building. After removal, Tenant shall, at its expense,
restore the Premises to the same condition in which they were prior to
the installation, attachment or placement of such machinery, trade
fixtures, furnishings, equipment and exterior signs. Notwithstanding
the foregoing, Tenant shall have no obligation to remove the Tenant
Improvements or to restore the Premises to the condition existing prior
to the completion of the Tenant Improvements. All work performed and
all repairs made hereunder by Tenant shall be done in a good and
workmanlike manner which shall be consistent with industry standards,
using only first quality materials and labor and in compliance with all
applicable buildings and zoning laws and with all other laws,
ordinances, orders, rules, regulations, and requirements of all
federal, state, and municipal governments and the appropriate
departments, commissions, boards and officers thereof.

8.       INSURANCE.
---------

a.       Tenant shall, at its cost and expense, but for the mutual
benefit of Landlord and Tenant, maintain commercial general
(public) liability insurance covering any legal liability of
Tenant against claims for bodily injury, death and/or property
damage arising directly out of the Tenant's occupancy or use,
and/or operation of the Premises and/or the conduct of the
Tenant's business in such amounts as Landlord may reasonably
require, but in no event less than Three Million Dollars
($3,000,000) combined single limit for bodily injury or death
and/or property claims in one accident. The aforementioned
limit may be met under blanket or multiple policies. At
Tenant's options, Tenant may self-insure or retain, through
deductible or other retentions, all or a portion of the risks
described in this Subsection 8.a. under its corporate risk
management program. The Landlord and/or its designated
mortgagees or assignees are to be listed under such insurance
policy as additional insured(s) as respects their vicarious
legal liability caused by the actions or omissions of the
Tenant in relation to the Premises or the Building. Such
insurance shall contain a severability of interests provision.

Tenant agrees to insure, at its cost and expense, or at its
option to self-insure, its personal property, including trade
fixtures, furnishings, operating equipment and the leasehold
improvements for which it retains ownership.

Tenant shall maintain Worker's Compensation insurance as
required by applicable laws.

b.       Notwithstanding the provisions of Subsection 8.a., above,
Landlord shall provide commercial general (public) liability
insurance covering Landlord, its employees, representatives,
officers, directors, agents, assignees, invitees and tenants
for claims arising out of the negligence or other actions or
omissions to act of the Landlord, its employees,
representatives, officers, directors, agents, assignees and
invitees. Such

11

commercial general (public) liability insurance policy shall
include the Tenant as an additional insured as respects its
vicarious legal liability caused by the actions or omissions
of the Landlord in relation to the Premises of the Building.
Such insurance shall contain a severability of interests
provision.

During the Term of this lease, Landlord shall keep its
personal property, the Premises, and leasehold improvements
for which it retains ownership (including the Premises),
including rent loss insurance, insured against loss or damage
by fire and all other risks of direct physical loss, only
excepting the customary exclusions that are contained in a
standard "all risks" policy, for not less than one hundred
percent (100%) of the replacement value thereof. Such policy
may at Landlord's election contain an endorsement for flood.
For purposes of this Section, "replacement value" shall be
deemed to be the cost of replacing the property less the cost
of excavation, foundations and footings of the Building.
Damages that are not insured and/or amounts for which the
Landlord becomes a co-insurer under its policy, including any
related costs, which occur due to the Landlord's failure to
maintain property insurance on the Premises at the most recent
replacement value shall be borne by the Landlord.

c.       Deductibles or retained losses applicable to the property or
commercial general (public) liability insurance policies
specified in Subsections 8.a. and 8.b. above shall be borne by
the party listed as named insured on the respective policies.

d.       Insurance maintained by Tenant and Landlord hereunder shall be
maintained with insurers licensed to do business in the State
of Florida and shall have a Best's Guide rating of at least
A-/IX. Tenant and Landlord will each furnish to the other a
true, correct and original certificate of such insurance
policies as are referenced in any and all Sections contained
in this Lease, within fifteen (15) days of the execution of
this Lease and, upon request, will provide evidence of the
renewal of such insurance upon expiration of the policies.
Such insurance policies shall provide that they will not be
materially changed, canceled, or not renewed without thirty
(30) days' prior written notice to the certificate holder by
the respective insurance company.

e.       Under no circumstances shall Tenant be responsible for
insurance expenses over and above those directly related to
the operation or maintenance of the Premises and the Building,
e.g., excess or other insurance which primarily benefits the
Landlord, its shareholders, directors or officers or other
tenants. Landlord shall promptly pay when due all insurance
premiums on insurance policies required to be maintained by
Landlord hereunder.

f.       Landlord and Tenant hereby expressly waive, and release each
other and their respective agents and employees from, any and
all claims it may have against each other or anyone claiming
through or under them by way of subrogation for any loss
caused by or resulting from risks insured against, whether
such insurance relates to property damage, public liability or
other risks (or which would have been insured against had that
party carried all insurance required under this Agreement),
provided that the insurance company issuing such policy shall
have

12

waived its right of subrogation with respect to all such
claims prior to such loss. Tenant and Landlord each shall
obtain a waiver from each and every insurance company with
which, in accordance with the insurance requirements of this
lease, they carry insurance, whether insuring the Building,
the Premises, improvements, personal property or liability
with respect to the Premises. Such waiver shall release the
insurance company's subrogation rights against the other
party. However, if at any time their respective insurers shall
refuse to permit waivers of subrogation, Landlord or Tenant
may in each instance revoke said waiver of subrogation
effective thirty (30) days from the date of notice to the
other unless, within such thirty (30) day period, the other is
able to secure and furnish, without additional expense,
insurance in other companies which provide such waiver of
subrogation. If such waiver can only be obtained at additional
expenses, the other party may agree to pay such additional
expense to maintain the waiver of subrogation.

g.       Tenant will indemnify, defend and hold Landlord, and its
members, partners, officers, directors, subsidiaries,
affiliates, and employees, harmless from any and all loss or
damage which Landlord may sustain by reason of claims brought
against Landlord alleging bodily injury or death to any person
or damage to property to the extent that such loss or damage
is caused by (i) the negligence or willful misconduct of the
Tenant Parties in the use of the Premises, or (ii) Tenant's
default under the terms of this Lease. Nothing contained
herein will require Tenant to defend, indemnify or hold
harmless Landlord, or its members, partners, officers,
directors, subsidiaries, affiliates, and employees for losses
or damages related to claims of bodily injury or death to any
person or damage to property to the extent caused by the
negligence or willful misconduct of the Landlord Parties (as
defined in Section `12.c.).

h.       Landlord will indemnify, defend, and hold Tenant, and its
members, partners, officers, directors, subsidiaries,
affiliates, and employees, harmless from any and all loss or
damage which Tenant may sustain by reason of claims brought
against Tenant alleging bodily injury or death to any person
or damage to property to the extent that such loss or damage
is caused by (i) the negligence or willful misconduct of the
Landlord Parties in connection with the Premises, or (ii)
Landlord's default under the terms of this Lease. Nothing
contained herein will require Landlord to defend, indemnify or
hold harmless Tenant, or its members, partners, officers,
directors, subsidiaries, affiliates, and employees, for losses
or damages related to claims of bodily injury or death to any
person or damage to property to the extent caused by the
negligence or willful misconduct of the Tenant Parties.

i.       The indemnities set forth in this Section 8 shall survive
termination or expiration of this Lease and shall not
terminate or be waived, diminished or affected in any manner
by any abatement or apportionment of Rent under any provision
of this Lease. If any proceeding is filed fore which indemnity
is required hereunder, the indemnifying party agrees, upon
request therefor, to defend the indemnified party

13

in such proceeding at its sole cost utilizing counsel
reasonably satisfactory to the indemnified party.

9.       DESTRUCTION OF PREMISES.
-----------------------

a.       Definitions. For purposes of this Section, the following
-----------
definitions will apply.

i.     "Casualty means the destruction of or damage to all or
any part of the Premises or the Building.

ii.    "Architect" means an independent architect selected
jointly by Landlord and Tenant.

iii.   "Insured Casualty" means a Casualty which (i) is
insured under Landlord's all risks policy described in
Section 8.b., above, or (ii) would have been insured
under such a policy had Landlord maintained such policy
in effect.

iv.    "Uninsured Casualty" means a Casualty which (i) is not
insured under Landlord's all risks policy described in
Section 8.b. above, or (ii) would not have been insured
under such a policy had Landlord maintained such policy
in effect.

v.     "Minor Casualty" means (1) a Casualty, if being the
destruction of or damage to all the Premises or
Building, which can be rebuilt or repaired, as
reasonably determined by the Landlord, within the
lesser of (i) two hundred seventy (170) days after the
date a building permit is issued for the
reconstruction, or (ii) the length of time remaining in
the then current Term, or (2) a Casualty, if being the
destruction of or damage to less than all of the
Premises or Building, which can be rebuilt or repaired,
as reasonably determined by Landlord, within the lesser
of (i) one hundred eighty (180) days after the date of
the Casualty, or (ii) the length of time remaining in
the then current Term.

vi.    "Major Casualty" means (1) a Casualty, if being the
destruction of or damage to all the Premises or
Building, which cannot be rebuilt or repaired, as
reasonably determined by the Landlord, within the
lesser of (i) two hundred seventy (170) days after the
date a building permit is issued for the
reconstruction, of (ii) the length of time remaining in
the then current Term, or (2) a Casualty, if being the
destruction of or damage to less than all of the
Premises or Building, which cannot be rebuilt or
repaired, as reasonably determined by Landlord, within
the lesser of (i) one hundred eighty (180) days after
the date of the Casualty, or (ii) the length of time
remaining in the then current Term.

vii.   "Dollar Limit" means the lesser of the following:

.      Two Hundred Fifty Thousand Dollars ($250,000),
or

14

.   During the last year of the then current Term, the total
Base Rent which would have been due from Tenant from the
date of the Casualty until the end of the then current
Term, had the Casualty not occurred.

b.   Minor Insured Casualties. If an Insured Casualty occurs which is
------------------------
also a Minor Casualty, then Landlord will promptly commence
reconstruction or repair and diligently pursue the same toward
completion, unless such Casualty occurs during the last year of
the then current Term and the Lease is terminated pursuant to
Section 9.g.

c.   Major Casualties - Tenant's Election. If a Major Casualty occurs
------------------------------------
and Tenant's ability to operate its business in the Premises is
materially hindered or impaired as reasonably determined by
Tenant, then Tenant may elect to terminate this Lease effective on
the tenth (10/th/) day after such election by providing written
notice to Landlord within ten (10) days after receipt of the
Architect's written estimate of the length of time necessary for
such reconstruction or repair. If Tenant does not elect to
terminate this lease, then Landlord will promptly commence
reconstruction or repair and diligently pursue the same toward
completion.

d.   Uninsured Casualties - Landlord's Election. If an Uninsured
------------------------------------------
Casualty occurs and the estimated cost of the repair or
reconstruction as reasonably determined by Landlord is expected to
exceed the Dollar limit, then Landlord may elect to terminate this
Lease effective on the tenth (10th) day after such election by
providing written notice to Tenant within ten (10) days after
receipt of the Architect's written estimate of the cost for such
reconstruction or repair. If Landlord does not elect to terminate
this Lease, then Landlord will promptly commence reconstruction or
repair and diligently pursue the same toward completion.

e.   Reconstruction or Repair. Upon commencement of reconstruction or
------------------------
repair after a Casualty, Landlord will rebuild or repair the
Building and Premises with all reasonable speed and promptness,
subject to excusable delay, to substantially the same condition
which existed immediately prior to the happening of the Casualty,
except that Landlord's obligation to rebuild or repair will not
include any personal property of Tenant, nor will Landlord be
required to spend for such work an amount in excess of the
insurance proceeds actually received by Landlord as a result of
the Casualty plus any applicable deductible, provided that
Landlord has maintained insurance on the Building and Improvements
as required in Section 8 above. Landlord will not be liable for
any inconvenience or annoyance to Tenant or injury to the business
of Tenant resulting in any way from such destruction or damage or
the reconstruction or repair thereof.

f.   Rent Abatement. During any period of reconstruction or repair
--------------
after a Casualty, Base Rent, Additional Rent, and any other
charges due hereunder from Tenant will abate in proportion to the
damage sustained, beginning on the date of the Casualty and
continuing until the reconstruction or repair is completed. In
addition, if any Casualty occurs and Tenant's ability to operate
its business in the Premises is materially hindered or impaired
due to the interruption of services to the Building,

15

as reasonably determined by Tenant, Tenant rent will abate
commencing the first day of untentantability.

g.   Casualties at the End of the Term. Notwithstanding anything to the
---------------------------------
contrary contained in this Section 9, if a Casualty occurs within
the last year of the then current Term and either (i) the estimated
cost of the repair or reconstruction as reasonably determined by
Landlord is expected to exceed the Dollar Limit, or (ii) the
Casualty is a Major Casualty, then, provided that in all in stances
the insurance proceeds are paid to Landlord, excluding those
proceeds payable to Tenant for its property, Landlord will not be
obligated to restore or repair such destruction or damage and the
Lease will be terminated effective on the date of the Casualty
unless Tenant agrees, within thirty (30) days after receipt of the
Architect's written estimate of the cost for such reconstruction or
repair and the time necessary to complete such reconstruction or
repair, to extend the Term for an additional period of time such
that at least five (5) years will remain in the Term following the
completion of such reconstruction or repair.

h.   Landlord's Notice. Within thirty (30) days after a Casualty,
-----------------
landlord shall cause prepare and deliver to Tenant a written
estimate of the cost and time for reconstruction or repair.

10.    CONDEMNATION.
------------

a.   If all or any part of the Premises is appropriated by any local,
state or federal government or agency, whether by agreement or suit,
then this Lease shall terminate as to the part so taken on the date
of the appropriation, and Rent shall abate proportionately from the
date of appropriation. If, during the term of the Lease, or any
extension or renewal thereof, less than the entire Premises but a
reasonable material portion thereof shall be taken in any such
appropriation, this lease shall, upon vesting of title in the
appropriation, terminate as to the portion of the Premises so taken,
and Tenant may at its option terminate this lease as to the
remainder of the Premises; provided that Tenant shall not have the
right to terminate this Lease pursuant to the preceding sentence
unless (a) twenty percent (20%) or more of the Building is taken and
Landlord and Tenant have not agreed upon the terms of Landlord's
construction or securing of substantially similar space to the space
so taken on the Premises within thirty (30) days of the date of
appropriation or (b) ten percent (10%) or more of Tenant's parking
spaces are taken and Landlord and Tenant have not agreed upon the
terms of Landlord" securing replacement parking spaces in the
Westpointe Centre within thirty (30) days of the date of
appropriation. Notwithstanding the foregoing, Tenant will not be
entitled to terminate the Lease or to an abatement of Rent, Tenant
shall be entitled the entire portion of any award made by the
condemning authority for such parking spaces.

b.    In the event of an appropriation, Landlord shall be entitled to the
award made by the condemning authority, and Tenant shall have no
claim against Landlord; provided,

16

however, that Tenant shall be entitled to make a separate claim to
the extent such claim does not otherwise reduce the award to
Landlord for any award paid for or on account of: (i) the
unamortized portion of leasehold improvements, additions,
replacements or alterations paid for by Tenant; and (ii) cost of
removal and relocation.

11.   USE OF PREMISES. Tenant may use and occupy the Premises for general office
---------------
and storage purposes, for Tenant's telephone marketing, research and
related services business and/or for any other purpose not prohibited by
applicable laws and regulations or the CCR ("Business Purposes"); provided
that Tenant shall be under no obligation to operate or conduct any
business in the Premises. Landlord represents to Tenant that the Premises
is properly zoned for a call center, including general office purposes.
Tenant shall not commit or suffer any waste on the Premises nor use the
Premises for any unlawful purpose. Tenant shall comply with and obey all
applicable laws, ordinances, rules, orders, regulations and requirements
which affect Tenant's use of the Premises, or Tenant's uses under this
Lease. Tenant and its agents and employees shall have access to, and
exclusive use of, the Premises at all times, subject to the rights of
Landlord hereunder.

12.   ENVIRONMENTAL MATERS AND INDEMNIFICATION.
----------------------------------------

a.    Each party agrees that it shall not do any act or omit to do any act
relating to the Premises during the Terms of this Lease which will
constitute a breach or violation of any Environmental Laws. Landlord
further agrees on an ongoing basis that if the Land, Building or
Premises is found to contain any Hazardous Substances, through
actions caused by Landlord, Landlord shall promptly remove such
materials and pay for all costs related to this removal, including,
but not limited to, any moving costs or temporary housing costs
required by Tenant. As used in this Lease: (1) the term "Hazardous
Substance" means all chemicals, substances, and/or materials listed
under or otherwise governed or regulated by any Environmental Laws,
including without limitation, hazardous or toxic substances, wastes
or materials, and petroleum and any fraction thereof; and (2) the
term "Environmental Laws" means any local, state or federal law,
rule, regulation or ordinance pertaining to environmental
regulation, contamination or cleanup, including without limitation
investigation and cleanup of Hazardous Substances.

b.    Tenant will release, indemnify, defend and hold Landlord and its
members, partners, officers, directors, subsidiaries, affiliates,
and employees harmless from and against any and all claims, orders,
demands, causes of actin, proceedings, judgments, suits, damages,
liabilities, losses, costs or expenses (including, without
limitation, technical consultant fees, expert witness fees,
reasonable attorneys' fees, court costs and expenses paid to third
parties) arising out of the presence of any Hazardous Substances at,
on or in the Premises as a result of any act or omission of Tenant,
its directors, partners, officers, members, subsidiaries,
affiliates, employees, contractors and agents (collectively, the
"Tenant Parties") at the Premises from and after the Effective Date.
In no event will Tenant's indemnification obligations under this
Section 12.b. cover the acts or omissions of any parties other than
the Tenant Parties.

17

c.    Landlord will release, indemnify, defend and hold Tenant harmless
from and against any and all claims, orders, demands, causes of
action, proceedings, judgments, suits, damages, liabilities, losses,
costs or expenses (including, without limitation, technical
consultant fees, expert witness fees, reasonable attorneys' fees,
court costs and expenses paid to third parties) arising out of the
presence of any Hazardous Substances at, on or in the Premises as a
result of any act or omission of Landlord, its members, directors,
partners, officers, subsidiaries, affiliates, contractors, employees
and agents (collectively, the "Landlord Parties"). In no event will
Landlord's indemnification obligations under this Section 12.c.
cover the acts or omissions of any parties other than the Landlord
Parties.

d.    The indemnification agreements contained in this Section 12 are
continuing in nature and shall survive the termination or expiration
of this Lease.

13.   ASSIGNMENT AND SUBLETTING.
-------------------------

a.    Tenant may sublet the Premises or assign this Lease, subject to
Landlord's approval (which approval shall not be unreasonably
withheld, delayed, or conditioned); provided that Tenant shall
remain primarily .liable for all obligations of Tenant hereunder.
Tenant agrees to split equally with Landlord (on a monthly basis as
and when subtenant's rent is paid) Tenant's "net profit" from the
sublease, which shall be an amount equal to (a) the amount by which
the Base Rent and any additional amounts and consideration paid by
the subtenant exceeds the Base Rent and Additional Rent payable
hereunder, less (b) Tenant's reasonable and actual expenses in
connection with the sublease, including but not limited to brokerage
commissions, and reasonable and actual costs incurred by Tenant in
altering, dividing, repairing or otherwise making the space ready
for subtenant's occupancy; and any free rent, tenant construction
allowance (unless the amount of such construction allowance is being
recovered in subtenant's rental payments) or other financial
incentives provided to subtenant. If Tenant desires to assign its
interest in this Lease and the Premises or sublease all or a portion
of the Premises, Tenant shall deliver to Landlord written request
specifying the terms and conditions for such assignment or sublease
and requesting Landlord's consent, and Tenant shall supply such
additional information related to the proposed assignment or
subletting as Landlord reasonably requests in connection with its
review and evaluation of Tenant's request. Landlord shall respond in
writing to any request for approval of an assignment or sublease
within ten (10) business days of receipt of Tenant's request and
Landlord's failure to respond within such period shall constitute
approval.

b.    Notwithstanding anything to the contrary contained in this Lease,
Tenant may, upon written notice to, but without the consent of
Landlord, assign this Lease or sublet all or any portion of the
Premises to: (i) any entity controlling, controlled by, or under
direct or indirect common control with Tenant, (ii) any person or
entity which acquires all or substantially all of Tenant's assets or
stock, or (iii) any organization resulting from a merger or
consolidation with Tenant; provided that in all such instances,
Tenant shall remain primarily liable hereunder.

18

14.   TENANT'S DEFAULT AND LANDLORD'S REMEDIES.  Tenant shall be in default
----------------------------------------
hereunder if during the term of this lease:

a.    (a) Tenant makes an assignment for the benefit of creditors; or (b)
a voluntary petition is filed by Tenant under any law having for its
purpose the adjudication of Tenant a bankrupt or the extension of
the time or payment, composition, adjustment, modification,
settlement, or satisfaction of the liabilities of Tenant,
reorganization of Tenant, or liquidation of Tenant, or (c) an
involuntary petition is filed against Tenant under any law having
for its purpose the adjudication of Tenant a bankrupt or the
extension of the time of payment, composition, adjustment,
modification, settlement or satisfaction of the liabilities of
Tenant or to which any property of Tenant may be subject or the
reorganization or liquidation of Tenant and such petition is not
dismissed within sixty (60) days; or (d) a permanent receiver be
appointed for the property of Tenant by reason of the insolvency or
alleged insolvency of Tenant; or (e) Tenant shall default in the
performance of any of the covenants of this Lease (other than the
covenants for the payment of Base Rent and Additional Rent, or other
charges payable by Tenant hereunder) and such default is not cured
within thirty (30) days of receipt of notice thereof (provided if
such cure cannot be reasonably completed within such thirty (30) day
period, Tenant shall not be in default as long as Tenant commences
to cure such failure within such thirty (30) day period and
thereafter diligently pursues such cure to completion); or (f) if
Tenant shall default in the payment of any amount due hereunder and
such payment is not made within five (5) business days after receipt
of notice by Tenant of the non-receipt of such payment by Landlord.

b.    Upon the occurrence of any of such events of default described in or
elsewhere in this Lease (and after applicable notice has been given
to Tenant and such default has not been used within the cure
period), Landlord shall have the option to pursue any one or more of
the following remedies without any notice or demand whatsoever:

(i)    Landlord may (a) terminate this Lease or (b) terminate
Tenant's right to possession only, without terminating the
Lease.

(ii)   Upon any termination of this Lease, whether by lapse of time
or otherwise, or upon termination of Tenant's right to
possession without termination of the Lease, Tenant shall
surrender possession and vacate the Premises immediately, and
deliver possession thereof to Landlord, and Tenant hereby
grants to Landlord full and free license to enter into and
upon the Premises, to the extent permitted by applicable law,
to repossess Tenant of the Premises and to expel or remove
Tenant and any others who may be occupying or be within the
Premises and to remove any and all property therefrom without
relinquishing Landlord's right to rent or any other right
given to Landlord hereunder or by operation of law.

(iii)  Upon termination of this Lease, whether by lapse of time or
otherwise, Landlord shall be entitled to recover all
appropriate damages, including the acceleration of all Rent
due hereunder for the remainder of the term

19

(including only those options as previously exercised by
Tenant) discounted to its present value and as offset by the
market rent of the Premises similarly discounted to its
present value.

(iv)   Upon any termination of Tenant's right to possession only
without termination of this Lease, Landlord may, at
landlord's option, enter into the Premises, remove Tenant's
signs and other evidences of tenancy, and take and hold
possession thereof as provided in subparagraph (ii) above,
without such entry and possession terminating the Lease or
releasing Tenant, in whole or in part, from any obligation,
including Tenant's obligation to pay the Rent for the
remainder of the term (including only those options as
previously exercised by Tenant).

(v)    Pursuit of any of the foregoing remedies shall not preclude
pursuit of any of the other remedies herein provided or any
other remedies provided by law (all such remedies being
cumulative), nor shall pursuit of any remedy herein provided
constitute a forfeiture or waiver of any Rent or other
payments due to Landlord hereunder or of any of the terms
provision and covenants herein contained. No act or thing
done by Landlord or its agents during the term of this lease
shall be deemed a termination of this Lease or an acceptance
of the surrender of the Premises, and no agreement to
terminate this Lease or accept a surrender of the Premises
shall be valid unless in writing signed by Landlord. No
waiver by Landlord of any violation or breach of any of the
terms, provisions and covenants herein contained shall be
deemed or construed to constitute a waiver of any other
violation or breach of any of the terms, provisions and
covenants herein contained. Landlord's acceptance of the
payment of rental or other payments hereunder after the
occurrence of a default shall not be construed as a waiver of
such default, unless Landlord so notifies Tenant in writing.
Forbearance by Landlord in enforcing one or more of the
remedies herein provided upon a default shall not be deemed
or construed to constitute a waiver of such default or of
Landlord's right to enforce any such remedies with respect to
such default or any subsequent default.

15.   LANDLORD'S DEFAULT AND TENANT'S REMEDIES. The following will be considered
----------------------------------------
a default by Landlord: (i) failure to pay any economic allowances due from
Landlord hereunder for more than thirty (30) days after receipt of written
demand from Tenant, or (ii) failure to keep and perform any of the terms,
covenants or conditions of this Lease to be kept and performed by Landlord
and such failure continues for thirty (30) days after receipt of written
notice from Tenant (provided that if such cure cannot be completed within
such 30-day period, Landlord will not be in default as long as Landlord
commences to cure such failure within such 30-day period and thereafter
diligently pursues such cure to completion). If Landlord's failure results
in, or is reasonably likely to result in, a material adverse effect on
Tenant's operations within the Premises, then Tenant may elect to pay such
sum or perform such covenant or condition and Landlord

20

will reimburse Tenant for the cost of performing such obligations within
thirty (30) days of receipt of an invoice for such costs. In the event
Landlord fails to reimburse Tenant for such costs within such thirty (30)
day period, interest will accrue on such amount at the Default Rate from
the day after such payment was due. Forbearance by Tenant to enforce any
remedy upon any default by Landlord will not constitute a waiver of such
default. The failure of Tenant to insist at any time upon the strict
performance of any covenant or agreement or to exercise any options,
right, power or remedy contained in this Lease will not be construed as a
waiver or a relinquishment thereof for the future. The remedies set forth
in this Section are in addition to and not in limitation of any other
rights and remedies of Tenant contained in this Lease, or at law or in
equity. Tenant agrees that it will give concurrent notice of any default
by Landlord under this lease to Landlord's mortgagee (provided that Tenant
has actually received written notice of such mortgagee and the address to
which such notices are to be sent) and such mortgage will have a period of
thirty (30) days in addition to the time periods given to Landlord in this
Section to effect a cure before Tenant may exercise its rights hereunder.

16.   MEMORANDUM OF LEASE. Landlord and Tenant each agree that they will execute
-------------------
a memorandum or short form of this Lease in recordable form for recording
and that such memorandum or short form Lease will be recorded immediately
after the deed for the Premises to Landlord is recorded and prior to any
mortgage on the Premises.

17.   QUIET ENJOYMENT. Landlord covenants and agrees that, in the absence of a
---------------
failure beyond any cure period to pay Rent and to observe and keep the
terms, covenants and conditions of this lease on Tenant's part to be paid,
observed and kept, Tenant shall lawfully, peaceably and quietly hold,
occupy and enjoy the Premises during the term of this lease without
hindrance or molestation by Landlord or any person or persons claiming
under Landlord.

18.   NOTICES. All notices shall be given in writing, postage prepaid, by
-------
certified or registered mail, return receipt requested, by personal
delivery, regular U.S. mail, facsimile transmission followed by regular
U.S. mail, or by reputable national overnight courier, at the addressed
listed in the first paragraph of this Lease (if to Landlord, to the
attention of Gerald A. Pienka, with a copy to Don Johnson, and if to
Tenant, to the attention of Claudia L. Schaefer, Esq., with a copy to
Frost & Jacobs LLP, 2500 PNC Center, 201 East Fifth Street, Cincinnati,
Ohio 45202, Attention: Charles E. Schroer, Esq.). Notices will be deemed
delivered and effective on the date received or refused. Notice addresses
may be changed by notice to the parties in the manner set forth in this
Section 18.

19.   BROKER. Each party represents to the other that no real estate broker,
------
consultant, finder or like agent other than Jones Lang LaSalle Americas,
Inc. (whose commissions shall be paid by Landlord pursuant to an agreement
between Landlord and such broker) has any interest in this transaction
under any an agreement with such party. Each party agrees to indemnify and
hold the other party, and its members, partners, officers and directors
harmless from and against all claims, losses, liabilities and expenses,
including reasonable attorneys' fees, arising out of any claim relating to
this lease or the Premises by any other broker, consultant, finder or like
agent with whom the indemnifying party has dealt or negotiated.

21

20.   HOLDING OVER. If Tenant holds over after the expiration of the Term, then
------------
it shall be construed as a month-to-month tenancy on the same terms and
conditions herein specified, except the holdover Base Rent shall be one
hundred fifty percent (150%) of the Base Rent owed by Tenant under this
Lease for the month immediately preceding the holdover period. This
holdover Base Rent shall be deemed Landlord's exclusive right and remedy
for damages against Tenant for holding over; provided, however, Landlord
reserves the right to evict Tenant in accordance with Florida law.

21.   SUBORDINATION. Subject to the mutual execution and delivery of a
-------------
subordination, nondisturbance and attornment agreement reasonably
acceptable to Tenant (the "SNDA"), Landlord reserves the right to subject
and subordinate this Lease to the lien of any mortgage(s) or ground or
underlying lease(s) placed upon Landlord's interest in the Property after
the Effective Date and after a memorandum of this Lease is recorded.
Tenant agrees, upon thirty (30) days' advance written request, to execute
the SNDA as is reasonably requested by Landlord's lender subordinating its
interest and/or attorning to such mortgagees and lessors, provided that:
(i) such mortgagees and/or lessors attorn in writing, agreeing to
recognize Tenant's possession and rights under this lease and agreeing not
to disturb or impair Tenant's rights to quiet enjoyment of the Premises as
long as Tenant is not in default beyond any applicable cure period, and
(ii) any default by Landlord under such mortgage or ground lease will not
affect Tenant's rights under this Lease as long as Tenant is not in
default beyond any applicable cure period.

22.   ENTIRE AGREEMENT. This Lease, including the attached exhibits, constitutes
----------------
the entire agreement between Landlord and Tenant with respect to the
Premises, the Building and the Premises, and supersedes any other prior
oral or written communications, representations or statements with respect
to the transaction contemplated in this lease. This Lease may not be
modified, altered or amended in any manner except by an agreement in
writing executed by the parties. This Lease shall be interpreted and
governed by the laws of the State where the Premises are located. This
Lease shall inure to the benefit of, and be binding upon, Landlord and
Tenant, and their respective heirs, successors and assigns.

23.   ATTORNEYS' FEES. Unless otherwise provided in this Lease, the
---------------
nonprevailing party in any litigation, claim or action under this Lease
shall promptly reimburse the prevailing party for all costs, including
reasonable attorneys' fees, incurred by the prevailing party up to and
including all trial and appellate levels.

24.   AUTHORITY. Each party represents to the other that it has full right and
---------
authority to enter into this Lease and by doing so violates no existing
agreement or indenture to which it is a party or which it is bound or
affected, and that the execution and delivery of this Lease has been duly
authorized by each party's board of directors, general partners, members
and/or managers, as the case may be.

25.   BUILDING NAME, GRAPHICS AND SIGNAGE. Tenant will have the exclusive right
-----------------------------------
to name the Building and to use its standard graphics on the Premises and
the Building, subject to Landlord's reasonable approval that shall not be
unreasonably withheld or delayed. Tenant will have the exclusive right to
install building signage on the exterior of the Building and exclusive
monument signage on the exterior of the Building and interior

22

lobby areas of the Building, at Tenant's expense and at locations
reasonably selected by Tenant, subject to Landlord's reasonable approval
which shall not be unreasonably withheld or delayed. Landlord at its
expense will provide Tenant with sufficient lines on the Building lobby
directory, appropriate signage for Tenant's suite, and signage outside of
the Building or on an exterior sign. All signage hereunder shall be
subject to the CCR, applicable local code requirements and the approval of
applicable governmental authorities. Landlord does not represent nor
warrant that any particular type or amount of signage is available for the
Building and the Premises, and availability of any particular type or
amount of signage is not a condition to Tenant's obligations under this
Lease; provided, however, Landlord represents to Tenant that a monument
sign for the Premises and a building mounted sign for the Building are
permitted under the CCR and applicable local code requirements.

26.   COMPETITORS. Landlord agrees during the Initial Term not to knowingly,
-----------
after due inquiry, directly lease or sell any property within the
Westpointe Centre (as indicated on Exhibit E) to any competitor of Tenant
---------
as listed on Exhibit D ("Named Competitor") or to any real estate entity
---------
who is acting as an intermediary, nominee or agent for such Named
Competitor which entity intends to directly enter into a sale or lease
transaction with such Named Competitor at the Westpointe Centre.

27.   ESTOPPEL CERTIFICATES. Within twenty (20) days of receipt of a written
---------------------
request from Landlord, Tenant will execute and deliver to Landlord and
such persons as Landlord will reasonably request, a statement certifying
that this lease is unmodified and in full force and effect (or if there
have been modifications, that the same is in full force and effect as so
modified), stating the dates to which Base Rent, Additional Rent, and
other charges payable under this Lease have been paid, stating that
Landlord is not in default hereunder (or if Tenant alleges a default
stating the nature of such alleged default), and stating that Tenant is
not entitled to any credits, offsets, defenses or deductions against
payment of rent hereunder (or if they exist, describing them)
(collectively, the "Estoppel Items"). If Tenant fails to execute and
deliver an estoppel certificate as required hereunder, and such failure
shall continued uncured for five (5) days after receipt of a second
written notice from Landlord delivered after the expiration of the initial
twenty (20) day period, then such failure shall be deemed a statement by
Tenant that the Estoppel Items are true and correct to the best of
Tenant's knowledge without exception and that Base Rent and Additional
Rent have been paid current and not more than thirty (30) days in advance
of the due date.

28.   TELECOMMUNICATIONS. Landlord will provide Tenant with sufficient rooftop
------------------
access on the Building for placement of two (2) telecommunication
receivers and related transmission equipment (including satellite dishes).
Installation, repair, and maintenance of such equipment will be performed
by Tenant at Tenant's expense, and Tenant will promptly repair any damage
to the roof by reason of any such work (and such work will be coordinated
with Landlord and/or performed by Landlord, at Tenant's expense, so as to
comply with the terms of Landlord's roof warranty). Landlord will not
allow any other equipment on the roof of the Building or on the Premises
that may, as reasonably determined by Tenant, denigrate, distort or
otherwise interfere with or affect the

23

performance of Tenant's roof top equipment. Landlord will notify Tenant
before any other equipment is located on the roof of the Building or on
the Premises. At the expiration or termination of this Lease, Tenant will
remove all of its equipment from the roof and shall promptly repair any
damage occasioned to the roof by reason of the removal of such equipment.
In addition, all such usage shall be subject to applicable local code
requirements.

29.   EMERGENCY POWER SOURCE. Tenant will have the right to install a diesel
----------------------
generator outside the Building for emergency backup power. The generator
will be situated in the area shown generally on Exhibit A. If Tenant
---------
desires to locate the generator in a different area, the new location
shall be subject to Landlord's reasonable approval. Landlord shall be
responsible for installing the generator and UPS System. Tenant will be
responsible for the cost of installing the generator and UPS System. At
the expiration or termination of this lease, Tenant will remove the
generator from the Premises and shall promptly repair any damage
occasioned to the premises by reason of the removal of the generator.

30.   FORCE MAJEURE. In the event that either party is delayed or hindered in,
-------------
or prevented from, the performance of any act by reason of restrictive
governmental laws or regulations, riots, insurrections, labor disputes not
caused by Landlord, inability to secure materials, supplies or labor
through ordinary sources by reason of unusually inclement weather or
regulation or order of any governmental agency, the act, failure to act,
or default of the other party, war or other reason beyond its reasonable
control (including unusually inclement weather), then performance of such
act will be excused for the period for the delay and the period of the
performance of such act will be extended for a period equivalent to the
period of such delay. Notwithstanding the foregoing, lack of funds will
not be deemed to be a cause beyond the control of either party.
Notwithstanding anything to the contrary contained in this Lease, force
majeure will not apply as a defense for the nonperformance of either
party's obligations under this Lease unless the nonperforming party has
given the other party written notice that an event of force majeur has
occurred, such notice to be given within a reasonable period of time as is
practical under the circumstances after the date such event first
occurred.

31.   CANCELLATION OPTION. Tenant shall have the right to terminate this Lease
-------------------
effective on the first day of the eighth (8/th/) Lease Year ("Cancellation
Date") by providing Landlord with written notice ("Tenant's Termination
Notice") at least twelve (12) months prior to the Cancellation Date. If
Tenant elects to terminate the Lease pursuant to this section, Tenant
shall pay to Landlord a termination fee (the "Termination Fee") equal to
twelve (12) months of Base Rent for the Lease Year immediately preceding
the Cancellation Date payable as follows: (i) fifty percent (50%) of the
Termination Fee within thirty (30) days after receipt of written notice
from Landlord delivered to Tenant anytime after Landlord's receipt of
Tenant's Termination Notice, and (ii) fifty percent (50%) of the
Termination Fee within thirty (30) days after receipt of written notice
from Landlord delivered to Tenant no sooner than one hundred twenty days
prior to the Cancellation Date. Upon termination of this Lease effective
as of the Cancellation Date, and pursuant to this section, Landlord and
Tenant shall thereafter have no obligations to each other, with the
exception that either party

24

shall indemnify the other for any acts or occurrences which arose prior to
the Cancellation Date in accordance with the provisions of Section 12.

32.   OPTION TO PURCHASE.
------------------

a.    Tenant will have the exclusive option to purchase the Premises (the
"Option") for an amount equal to the product of the Actual Total
Project Costs and 1.15 (the "Purchase Price"). In order to exercise
the Option, Tenant shall give Landlord written notice of such
exercise ("Exercise Notice") in accordance with Section 18 of this
lease on or before 5:00 p.m. eastern time on the day which is six
months following the Commencement Date (the "Exercise Date"). In the
event Tenant exercises the Option, Tenant shall deliver to a
national title insurance company selected by Tenant (the "Title
Company") within thirty (30) days after receipt of written notice
from Landlord an initial cash deposit in the amount of $400,000.00
(the "Deposit"), to be held by the Title Company pursuant to the
terms and conditions of this Lease and an escrow agreement
reasonably acceptable to Landlord, Tenant and the Title Company (the
"Escrow Agreement"). In the event the Exercise Notice is not timely
given, the Option shall expire and be of no further force or effect.
The Option may not be exercised if Tenant is in default under this
Lease beyond any applicable cure period at the time of giving the
Exercise Notice. The closing on the purchase and sale (the
"Closing') shall occur on the first business day which is at least
thirty (30) days after the expiration of eighteen (18) months from
the Commencement Date.

b.    If Tenant properly exercises the Option, Landlord shall convey to
Tenant marketable fee simple title to the Premises, by special
warranty deed (the "Deed"), free and clear of all liens and
encumbrances whatsoever, except the following (the "Permitted
Exceptions"): (a) real estate taxes and assessments not then due and
payable; (b) easements, covenants, conditions and restrictions of
record as of the date hereof; (c) zoning, building and other laws,
ordinances and regulations; and (d) all encumbrances and other
matters on or affecting the Premises created by Tenant. Tenant may,
at its sole options, upon written notice to Landlord, waive any of
the title requirements set forth in the preceding sentence.

c.    Within thirty (30) days after Tenant's exercise of its Option,
Tenant shall obtain (and deliver a copy to Landlord) a commitment
(the "Commitment") for an owner's policy of title insurance issued
by the Title Company in the amount of the Purchase Price. The
Commitment shall show in Landlord marketable fee simple title to the
Premises, free and clear of all liens and encumbrances except the
Permitted Exceptions and liens or encumbrances to be satisfied by
Landlord at Closing out of the sale proceeds. Tenant shall pay all
examination and commitment fees and premiums in connection with the
Commitment and policy to be issued.

d.    If the Commitment shows that Landlord's title to the Premises is
subject to any liens, encumbrances, easements, conditions,
restrictions or encroachments other

25

than the Permitted Exceptions (any of these matters being referred
to as a "Title Defect"), Landlord, within thirty (30) days after
written notice of the Title Defect, shall use reasonable efforts to
remedy or remove the Title Defect. If Landlord is unable to remedy
or remove the Title Defect within the thirty (30) day period, Tenant
may, at its option, by written notice to Landlord, either (i) accept
such title to the Premises as Landlord is able to convey or (ii)
cancel the Closing in which event the Lease shall remain in full
force and effect except that there shall no longer be any Options
rights of Tenant.

e.    At the Closing, Tenant will pay the Purchase Price in case,
certified or cashier's check, or by wire transfer of immediately
available funds. The Deposit shall be applied to the Purchase Price
at the Closing. At Closing, Landlord will deliver to Tenant fully
executed counterparts of each of the following instruments: (i) the
Deed; (ii) a Foreign Investment in Real Property Tax Act ("FIRPTA")
certification in conformance with the requirements of FIRPTA; (iii)
evidence reasonably satisfactory to the Title Company of the
existence and good standing of Landlord and the authority of the
individual(s) acting on behalf of Landlord at Closing; (iv) title
affidavit from Landlord in the form customarily required by the
Title Company; (v0 information from Landlord necessary for reporting
the sale of the Premises to tax authorities; (vi) all transferable
drawings, plans and specifications in respect to the Premises which
are in the possession or control of Landlord; and (vii) such other
documents reasonably necessary to effectuate the Closing as required
by the Title Company. At the Closing, there shall be no proration or
real estate taxes, insurance premiums or utility charges. The cost
of documentary stamps on the deed, any transfer charges and
recording fees shall be the obligation of Tenant, it being the
intent of the parties that the Purchase Price is "net" to Landlord.
Any prepaid Rent shall be credited against the Purchase Price at the
Closing. Except for the indemnification contained in Section 12
hereof that will survive the Closing, Tenant acknowledges that it
will take the Premises "as is" at the Closing and Landlord will make
no additional representations or warranties as to the condition of
the premises. Landlord's successors and assigns will take the
Premises subject to the Option rights of Tenant.

f.    If Landlord fails or refuses to convey title to the Premises to
Tenant in accordance with, and by the time required by, this lease
(other than as the results of an uncured Title Defect not waived by
Tenant) then Tenant's sole remedy shall be to enforce specific
performance of Landlord's obligations to convey the Premises to
Tenant; alternatively, Tenant may terminate its obligation to
purchase the Premises, in which event the Option shall expire and
the Lease shall otherwise remain in full force and effect.
Notwithstanding the foregoing, in the event that, at the time
scheduled for Closing, there exists a violation of Environmental
Laws with respect to the Premises, then

(1) if the violation is other than as the result of an act of
one of the Landlord Parties or Tenant Parties, Tenant shall have the
option to either (i) proceed to close on the purchase of the
Premises with no diminution in the

26

Purchase Price, in which event Landlord shall be released by Tenant
from any liability with respect to such breach of Environmental Laws
or (ii) extend the Closing for up to six (6) months in order to
provide Landlord with time to remedy the breach, which Landlord
shall diligently and in good faith pursue. In the event Landlord has
not remedied the breach during such six-month period to the
reasonable satisfaction of Tenant, then Tenant shall either (i)
proceed to close on the purchase of the Premises with no diminution
in the Purchase Price, in which event Landlord shall be released by
Tenant from any liability with respect to such breach of
Environmental Laws or (ii) cancel the Closing in which event the
Lease shall remain in full force and effect except that there shall
no longer be any Option rights of Tenant;

(2) if the violation is as the result of an act of one of the
Landlord parties, Tenant shall have the option to either (i) proceed
to close on the purchase of the Premises with no diminution in the
Purchase Price, in which event landlord shall remain liable with
respect to such breach of Environmental Laws and Landlord shall
diligently pursue the remediation thereof at Landlord's sole cost
and expenses or (ii) cancel the Closing in which event the Lease
shall remain in full force and effect except that there shall no
longer be any Option rights of Tenant; or

(3) If the violation is the result of an act of one of the
Tenant parties, Tenant shall proceed to close on the purchase of the
Premises with no diminution in the Purchase Price and landlord shall
be released by Tenant from any liability with respect to such breach
of Environmental Laws.

g.    In the event that following its exercise of the Option, Tenant
defaults in its obligation to acquire the premises as herein
provided and fails to cure such default within five (5) days of
receipt from Landlord of notice of such default, then the Title
Company shall deliver the Deposit to Landlord and Landlord's sole
and exclusive remedy at law or in equity shall be to terminate
Tenant's Option and to retain the Deposit as liquidated damages.

THE PARTIES ACKNOWLEDGE THAT LANDLORD'S ACTUAL DAMAGES, IN THE EVENT
TENANT DEFAULTS IN ITS OBLIGATION TO ACQUIRE THE PREMISES AS HEREIN
PROVIDED, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO
DETERMINE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION BELOW,
THE PARTIES ACKNOWLEDGE THAT THE LIQUIDATED DAMAGES AMOUNT HAS BEEN
AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE
OF LANDLORD'S ACTUAL DAMAGES IN THE EVENT TENANT DEFAULTS IN ITS
OBLIGATION TO ACQUIRE THE PREMISES AS HEREIN PROVIDED. BY THEIR
SEPARATELY EXECUTING THIS SECTION BELOW, LANDLORD AND TENANT
ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THIS PROVISION
COVERING THE LIQUIDATED DAMAGES AMOUNT AND THAT EACH PARTY WAS
REPRESENTED BY

27

COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES
PROVISION AT THE TIME THE LEASE WAS EXECUTED.

Landlord: ______ (initials)         Tenant: [ILLEGIBLE] (initials)
-----------

33.   GUARANTY. Upon execution and delivery of this Lease, Tenant will cause
--------
Covergys Corporation, an Ohio corporation, to execute and deliver to
Landlord a guaranty in the form attached hereto as Exhibit F.
---------

34.   EXHIBITS. This lease includes the following Exhibits, each of which is
--------
incorporated herein as if fully rewritten:

Exhibit A    Work Letter

Exhibit B    Legal description for the Land

Exhibit C    CCR

Exhibit D    List of Competitors

Exhibit E    Westpointe Centre

Exhibit F    Form of Guaranty

35.   MISCELLANEOUS.
-------------

A.    Tenant agrees to permit Landlord and the authorized representatives
of Landlord to enter the Premises at all times during usual business
hours upon prior notice, emergency situation excepted (at which time
Landlord shall have the immediate right to enter the premises).

B.    Tenant agrees that no disposition of Landlord's interest in the
Premises shall of itself operate in any way to terminate Tenant's
obligation to perform its undertakings under this lease in
accordance with its terms.

C.    The covenants and agreements herein contained shall bind and inure
to the benefit of Landlord, its successors and assigns, and Tenant,
its successors and assigns, provided that any required consent to
any assignment hereof shall be had and obtained as hereinbefore set
forth and subject to the provisions of Section 12.

D.    Time is of the essence of this lease and all of its provisions.

E.    Tenant shall not suffer or permit any mechanics' lien to be filed
against the Premises or any part thereof by reason of work, labor,
services, or materials performed or supplied or claimed to have been
performed or supplied, whether prior to or subsequent to the date of
this Lease, to Tenant or anyone holding the premises or any part
thereof through or under Tenant. If any such mechanics' lien shall
at any time be filed against the Premises, Tenant shall post a bond
in the amount thereof or cause the same to be discharged of record
within thirty (30)

28

days after the date of filing the same and notice thereof has been
given to Tenant. If Tenant shall fail to discharge or bond over such
mechanics' lien within such period, then, in addition to any other
right or remedy of Landlord, Landlord may, but shall not be
obligated to, discharge the same by bond or by paying the amount
claimed to be due without inquiry into the validity of the same and
Tenant shall, immediately upon notice from landlord, reimburse
Landlord for all such reasonable amounts paid. Tenant, however,
shall have the right to contest such lien or liens provided that,
within thirty (30) days after any such lien attaches to the
Premises, and notice has been given to Tenant, it shall post a bond
in the amount thereof and give notice to Landlord of its intention
to contest the same and provided further that Tenant shall proceed
to contest the validity or amount of such lien or liens by
appropriate legal proceedings. Tenant hereby indemnifies Landlord
from any cost, damage, loss or expense (including reasonable
attorneys' fee) incurred by Landlord as a result of any mechanics'
lien placed upon the Premises arising out of Tenant's work or
actions or contested by Tenant. In accordance with the terms of the
Lease and Section 713.10, Florida Statues, the interest of Landlord
in the Premises shall not be subject to liens for improvements made
by Tenant and Tenant shall so advise all contractors performing work
at the request of Tenant at the Premises.

F.    Landlord may transfer the Premises and any of its rights under this
Lease. If Landlord assigns its rights under this Lease, then
Landlord shall thereby be released from any further obligations
hereunder arising after the date of transfer, provided that the
assignee assumes Landlord's obligations hereunder in writing.

G.    The liability of Landlord (and its partners, shareholders or
members) to Tenant (or any person or entity claiming by, through or
under Tenant) for any default by Landlord under the terms of this
lease or any matter relating to or arising out of the occupancy or
use of the Premises and/or the Building shall be recoverable only
from the interest of Landlord in the Premises, and Landlord (and its
partners, shareholders or members) shall not be personally liable
for any deficiency.

H.    TO THE MAXIMUM EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH
WAIVE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR
WITH RESPECT TO THIS LEASE.

I.    Radon is a naturally occurring radioactive gas that, when it has
accumulated in a structure in sufficient quantities, may present
health risks to persons who are exposed to it. Levels of radon that
exceed Federal and State guidelines have been found in buildings in
the State of Florida. Additional information regarding radon and
radon testing may be obtained from the county public health unit.

J.    If any clause or provision of this Lease is illegal, invalid, or
unenforceable under present or future laws, then the remainder of
this Lease shall not be affected thereby and in lieu of such clause
or provision, there shall be added as a part of this Lease a clause
or provision as similar in terms to such illegal, invalid, or
unenforceable clause or provision as may be possible and be legal,
valid, and enforceable.

29

K.    This Lease has been a collaborative effort of Landlord, Tenant and
their respective consultants and counsel. Then normal rule of
construction that any ambiguities be resolved against the drafting
party shall not apply to the interpretation of this lease or any
exhibits or amendments hereto.

The undersigned have executed this Lease as of the date first above set forth.

LANDLORD:

WESTPOINT BUILDING NO. 1, L.L.C.
a Delaware limited liability company

/s/ Gregory A. Ciambrone                   By: /s/ Gerald A. Piertka
-------------------------------------          ---------------------------------
Print Name: Gregory A. Ciambrone           Print Name: Gerald A. Piertka
-------------------------                  -------------------------
Title:       Member
------------------------------
/s/ Marc Poggid
-------------------------------------
Print Name:      Marc Poggid
-------------------------

TENANT:

CONVERGYS CUSTOMER MANAGEMENT GROUP,
INC. An Ohio corporation

/s/ Cathy Woods                            By: /s/ Ronald Schultz
-------------------------------------          ---------------------------------
Print Name: CATHY WOODS                    Print Name: RONALD SCHULTZ
-------------------------                  -------------------------
Title: PRESIDENT, CMC
------------------------------
/s/ Melanie Miles
-------------------------------------
Print Name:      Melanie Miles
-------------------------

30

EXHIBIT 10.114

AGREEMENT FOR PURCHASE AND SALE OF
WINDY POINT BUILDINGS

AGREEMENT FOR PURCHASE AND SALE

between

WINDY POINT OF SCHAUMBURG, LLC,
as Seller

and

WELLS CAPITAL, INC.,
as Purchaser

Dated: NOVEMBER 30, 2001

TABLE OF CONTENTS
-----------------

Page

ARTICLE I DEFINITIONS .......................................................   1
Section 1.1    Definitions. ............................................   1
"Actual New Seventh Floor Rent Credit" ..............................   1
"Agreement" .........................................................   1
"Association" .......................................................   1
"Bankruptcy Code" ...................................................   1
"Broker" ............................................................   1
"Closing" ...........................................................   1
"Closing Date" ......................................................   1
"Contracts" .........................................................   1
"Conveyancing Documents" ............................................   2
"Declaration" .......................................................   2
"Due Diligence" .....................................................   2
"Due Diligence Termination Date" ....................................   2
"Earnest Money" .....................................................   2
"Earnest Money Trust Agreement" .....................................   2
"Effective Date" ....................................................   2
"Environmental Laws" ................................................   2
"Escrow Agent" ......................................................   2
"Escrow Agreement" ..................................................   2
"Estimated New Seventh Floor Rent Credit" ...........................   3
"Evaluation Materials" ..............................................   3
"Financing" .........................................................   3
"Fixtures" ..........................................................   3
"FRC Windy Point" ...................................................   3
"Governmental Authority" ............................................   3
"Information" .......................................................   3
"Insolvency Proceedings" ............................................   3
"Insolvent" .........................................................   3
"Leases" ............................................................   3
"Lease-Up Costs" ....................................................   4
"Liabilities" .......................................................   4
"Litigation Schedule" ...............................................   4
"Monetary Objection or Objections" or "Monetary Exception or
Exceptions" .....................................................   4
"New Seventh Floor Lease" ...........................................   4
"Obligations" .......................................................   4
"Other Contracts" ...................................................   4
"Permitted Exceptions" ..............................................   4
"Person" ............................................................   4
"Personal Property" .................................................   5
"Property" ..........................................................   6

i

"Property Manager" ....................................................  6
"Protest Proceedings" .................................................  6
"Purchaser" ...........................................................  6
"Purchaser Parties" ...................................................  6
"Purchase Price"

......................................................  6
"Purchaser's Conditions Precedent" ....................................  6
"Rents" ...............................................................  6
"Required Endorsements" ...............................................  6
"Required Tenants" ....................................................  7
"Reserved Claims" .....................................................  7
"Securities Laws" .....................................................  7
"Security(ies)" .......................................................  7
"Seller" ..............................................................  7
"Seller Parties" ......................................................  7
"Seller's Conditions Precedent" .......................................  7
"Settlement Statement" ................................................  7
"Tenants" .............................................................  8
"Tenant Estoppel Certificate" or "Tenant Estoppel Certificates" .......  8
"Tenant Service Payments" .............................................  8
"Title Commitment" ....................................................  8
"Title Company" .......................................................  8
"Transfer" ............................................................  8
"Travelers Windy Point" ...............................................  8
"Uncollected Rents" ...................................................  8
"Windy Point I" .......................................................  8
"Windy Point II" ......................................................  8
Section 1.2   Rules of Construction. .....................................  8

ARTICLE II PURCHASE AND SALE                                                     9
Section 2.1   Agreement to Purchase and Sell. ............................  9
Section 2.2   Conditions Precedent. ......................................  9
Section 2.3   Due Diligence Period. ...................................... 12
Section 2.4   Due Diligence Conditions. .................................. 13
Section 2.5   Purchaser's Independent Investigation. ..................... 15
Section 2.6   Property Conveyed As Is. ................................... 16
Section 2.7   Leasing and Management Agreements. ......................... 17
Section 2.8   New Contracts and Leases. .................................. 17
Section 2.9   Termination of Contracts, Other Contracts and/or Leases. ... 18
Section 2.10  No New Encumbrances. ....................................... 19
Section 2.11  Ordinary Course of Business. ............................... 19
Section 2.12  Casualty/Condemnation. ..................................... 19
Section 2.13  Title and Survey ........................................... 20
Section 2.14  Tenant Estoppel Certificates ............................... 21
Section 2.15  Subdivision Bond ........................................... 22
Section 2.16  Restrictions Estoppels ..................................... 22
Section 2.17  Lot 4A Parking. ............................................ 22

ii

ARTICLE III PURCHASE PRICE; CLOSING ADJUSTMENTS............................................ 23
Section 3.1    Earnest Money; Purchase Price.......................................... 23
Section 3.2    Closing Costs.......................................................... 23
Section 3.3    Prorations and Adjustments............................................. 24
Section 3.4    Post-Closing Inspection, Verification and Adjustments.................. 28
Section 3.5    Application of Earnest Money........................................... 29

ARTICLE IV CLOSING; CONVEYANCING DOCUMENTS................................................. 29
Section 4.1    Closing Escrow......................................................... 29
Section 4.2    Conveyancing Documents................................................. 30

ARTICLE V REPRESENTATIONS AND WARRANTIES................................................... 32
Section 5.1    Representations and Warranties by Purchaser............................ 32
Section 5.2    Representations and Warranties by Seller............................... 34
Section 5.3    Special Seller Representation and Warranty Regarding Bulk Sales........ 37

ARTICLE VI DEFAULT REMEDIES................................................................ 38
Section 6.1    By Purchaser........................................................... 38
Section 6.2    By Seller.............................................................. 39
Section 6.3    Post-Closing Defaults.................................................. 40
Section 6.4    General Provisions..................................................... 40

ARTICLE VII MISCELLANEOUS.................................................................. 41
Section 7.1    Assignment............................................................. 41
Section 7.2    Notices................................................................ 42
Section 7.3    No Third Party Beneficiary............................................. 43
Section 7.4    Successors and Assigns................................................. 43
Section 7.5    Severability........................................................... 43
Section 7.6    Modification........................................................... 43
Section 7.7    Governing Law.......................................................... 44
Section 7.8    Consent to Jurisdiction................................................ 44
Section 7.9    Headings............................................................... 44
Section 7.10   Entire Agreement....................................................... 44
Section 7.11   Broker................................................................. 44
Section 7.12   No Personal/Joint Liability............................................ 45
Section 7.13   Survival............................................................... 45
Section 7.14   Waiver of Trial by Jury................................................ 45
Section 7.15   Time Is of Essence..................................................... 45
Section 7.16   Effective Date......................................................... 45
Section 7.17   No Recording........................................................... 46
Section 7.18   Informed Consent....................................................... 46
Section 7.19   Further Assurances..................................................... 46
Section 7.20   Counterparts........................................................... 46
Section 7.21   WAIVER OF CONSUMER PROTECTION/DECEPTIVE TRADE PRACTICES ACTS........... 46
Section 7.22   Securities Acknowledgments............................................. 47

iii

Section 7.23   Public Disclosure...................................................... 47
Section 7.24   Letter of Understanding................................................ 47
Section 7.25   Like Kind Exchange..................................................... 47

iv

EXHIBITS:
--------

Exhibit A      -    Legal Description of Property
Exhibit B      -    Earnest Money Trust Agreement
Exhibit C      -    Escrow Agreement
Exhibit D      -    [Intentionally Omitted]
Exhibit E      -    List of Leases
Exhibit E-1    -    Defaults Under Leases
Exhibit F      -    Deed
Exhibit G      -    Bill of Sale
Exhibit H      -    Assignment of Leases
Exhibit I      -    Assignment of Contract Rights
Exhibit J      -    Condemnation
Exhibit J-1    -    IDOT Easement
Exhibit K      -    Tenant Notices
Exhibit L      -    FIRPTA Affidavit
Exhibit M      -    Contractor Notices
Exhibit N-1    -    Global Knowledge Network, Inc. - Form of Tenant Estoppel
Exhibit N-2    -    National Semiconductor Corporation - Form of Tenant Estoppel
Exhibit N-3    -    TCI Great Lakes, Inc. - Form of Tenant Estoppel
Exhibit N-4    -    Zurich American Insurance Company - Form of Tenant Estoppel
Exhibit N-5    -    The Apollo Group, Inc. - Form of Tenant Estoppel
Exhibit N-6    -    G&R Service Management II, Inc. - Form of Tenant Estoppel
Exhibit N-7    -    SprintCom, Inc. - Form of Tenant Estoppel
Exhibit O      -    Litigation Schedule
Exhibit P      -    List of Contracts To Be Assigned
Exhibit P-1    -    Other Contracts
Exhibit Q      -    List of Security Deposits
Exhibit R      -    Commission Agreements
Exhibit S      -    Personal Property
Exhibit T      -    Disclosure Documents Provided
Exhibit U      -    [Intentionally Omitted]
Exhibit V-1    -    Seller Certificate as to Representations and Warranties
Exhibit V-2    -    Purchaser Certificate as to Representations and Warranties
Exhibit W-1    -    Restrictions Estoppel - Declarant
Exhibit W-2    -    Restrictions Estoppel - Association
Exhibit X      -    Lease-Up Costs to be Assumed by Purchaser
Exhibit Y      -    Assignment of Letter of Credit
Exhibit Z      -    Bulk Sales Indemnity
Exhibit AA     -    Assignment Agreement

v

AGREEMENT FOR PURCHASE AND SALE
-------------------------------

THIS AGREEMENT FOR PURCHASE AND SALE (as more particularly defined in
Section 1.1 below, this "Agreement") is made as of the 30th day of November,
-----------
2001 by and between WINDY POINT OF SCHAUMBURG, LLC (as more particularly defined
in Section 1.1 below, "Seller") and WELLS CAPITAL, INC. (as more particularly
-----------
defined in Section 1.1 below, "Purchaser").
-----------

ARTICLE I
---------

DEFINITIONS
-----------

Section 1.1  Definitions. Seller and Purchaser hereby agree that the
-----------
following terms shall have the meanings hereinafter set forth, such definitions
to be applicable equally to the singular and plural forms, and to the masculine
and feminine forms, of such terms:

"Actual New Seventh Floor Rent Credit" shall mean an amount derived by
multiplying (a) $28.86 by (b) 28,322 square feet and then multiplying such
product by a fraction, the numerator of which is the actual number of days
between (i) the Closing Date and (ii) the date on which The Apollo Group, Inc.
is obligated to commence the payment of rent under the New Seventh Floor Lease,
after deducting any days of delay directly caused by Purchaser and the
denominator of which is 365 days.

"Agreement" shall mean this Agreement for Purchase and Sale, as amended or
supplemented from time to time in writing by the parties hereto in accordance
with the terms hereof.

"Association" shall mean Windy Point Owners Association, an Illinois
not-for-profit corporation.

"Bankruptcy Code" shall mean the United States Bankruptcy Code, 11
U.S.C.ss.ss.101, et seq., as amended or supplemented from time to time.

"Broker" shall mean CB Richard Ellis, Inc., and its legal representatives,
successors and assigns.

"Closing" shall mean the consummation of the purchase and sale transaction
contemplated by this Agreement in accordance with Section 4.1, which shall occur
-----------
no later than 3:00 p.m., Central Time, on the Closing Date.

"Closing Date" shall mean December 31, 2001, or such other date and time as
may be permitted under Sections 2.2(a) and 2.2(b) or agreed upon in writing by
--------------------------
Seller and Purchaser.

"Contracts" shall mean those unexpired contracts shown on Exhibit P
---------
relating to the Property as of the Closing Date, to the extent assignable.

"Conveyancing Documents" shall have the meaning of the same defined term
set forth in Section 4.2.
-----------

"Declaration" shall mean that certain Declaration of Covenants, Conditions,
Restrictions, Reciprocal Rights and Easements for Windy Point Development,
Schaumburg, Illinois, dated as of February 8, 1999, recorded February 9, 1999,
as Document No. 99137489 in the Cook County, Illinois Recorder's Office; as
amended by that certain First Amendment to Declaration of Covenants, Conditions,
Restrictions, Reciprocal Rights and Easements made by Declarant, dated as of May
12, 1999, and recorded as Document No. 99474175 in said public records; as
amended by that certain Second Amendment to Declaration of Covenants,
Conditions, Restrictions, Reciprocal Rights and Easements, made by Declarant
dated as of October 26, 1999, and recorded as Document No. 09025166 in said
public records.

"Due Diligence" shall have the meaning of the same defined term set forth
in Section 2.3.
-----------

"Due Diligence Termination Date" shall mean the earlier of (i) 5:00 p.m.,
Central Time, on the date that is thirty (30) days after the Effective Date (or
the next business day, if such 30/th/ day is not a business day) and (ii)
December 28, 2001.

"Earnest Money" shall mean the sum of One Million and No/100 United States
Dollars ($1,000,000.00) required to be deposited by Purchaser with Escrow Agent
for the benefit of Seller in accordance with the terms of Section 3.1(a) and the
--------------
Earnest Money Trust Agreement, or so much thereof as has actually been paid by
Purchaser that may be remaining from time to time, together with all interest
earned thereon, all of which shall be applied and disbursed in accordance with
the terms of this Agreement and the Earnest Money Trust Agreement.

"Earnest Money Trust Agreement" shall mean that certain Earnest Money Trust
Agreement of even date herewith executed or to be executed and delivered by and
among Purchaser, Seller and Escrow Agent, in the form attached as Exhibit B, as
---------
the same may be amended or supplemented from time to time in writing by the
parties thereto in accordance with the terms thereof.

"Effective Date" shall mean the date on which each and all of the
conditions precedent to the effectiveness of this Agreement are satisfied in
accordance with Section 7.16.
------------

"Environmental Laws" shall have the meaning set forth in Section 5.2(i).
--------------

"Escrow Agent" shall mean Near North National Title Corporation, as escrow
agent and settlement agent, under the Escrow Agreement, or any successor escrow
agent mutually designated by Seller and Purchaser, and their respective legal
representatives, successors and assigns.

"Escrow Agreement" shall mean that certain Closing Escrow Agreement
executed or to be executed and delivered by and among Purchaser, Seller and
Escrow Agent, in the form attached as Exhibit C, as the same may be amended or
---------
supplemented from time to time in writing by the parties thereto in accordance
with the terms thereof.

2

"Estimated New Seventh Floor Rent Credit" shall mean an amount equal to
$434,439.30, which amount was derived by multiplying (a) $28.86 by (b) 28,232
square feet and then multiplying such product by a fraction, the numerator of
which is 194 days and the denominator of which is 365 days.

"Evaluation Materials" shall have the meaning of the same defined term set
forth in Section 2.4.
-----------

"Financing" shall mean, individually and collectively, any financing,
investment and/or other funding arrangements of any kind or nature whatsoever,
whether direct or indirect, private or public, interim or long term, structured
as debt or equity, secured or unsecured, pursuant to repurchase agreements or
reverse repurchase agreements, and whether for purposes of acquisition,
ownership, holding, warehousing, securitization or otherwise, together with the
rights and obligations of the holders thereof and payments and distributions
thereon and proceeds therefrom.

"Fixtures" shall mean all of the right, title and interest of Seller in and
to the fixtures which are located at and affixed to any of the improvements on
the Property as of the Closing Date, but specifically excluding any fixtures
owned by the Tenants under the Leases.

"FRC Windy Point" shall mean FRC Windy Point L.L.C., an Illinois limited
liability company.

"Governmental Authority" shall mean the United States, any State,
Commonwealth, District, Territory, municipality, foreign state, or other foreign
or domestic government, or department, agency, board, commission, or
instrumentality of any of the foregoing.

"Information" shall mean, individually and collectively, all documents,
reports, studies, materials and other information of any kind or nature
whatsoever, including the Evaluation Materials, whether relating to the Property
or otherwise, provided to any of the Purchaser Parties by any of the Seller
Parties, whether prior to, on or after the date hereof, in whatsoever form.

"Insolvency Proceedings" shall mean any reorganization, liquidation,
dissolution, receivership or other actions or proceedings under the Bankruptcy
Code or any other federal, state or local laws affecting the rights of debtors
and/or creditors generally, whether voluntary or involuntary and including
proceedings to set aside or avoid any transfer of an interest in property or
obligations, whether denominated as a fraudulent conveyance, preferential
transfer or otherwise, or to recover the value thereof or to charge, encumber or
impose a lien thereon.

"Insolvent" shall have the meaning of the same defined term set forth in
Section 101(32) of the Bankruptcy Code.

"Leases" shall mean all unexpired leases and each amendment, renewal,
expansion and extension thereto, subleases, occupancy agreements, licenses and
any other agreements for the possession or occupancy of the Property shown on
Exhibit E, to the extent in effect as of the Closing Date, together with the
---------
security deposits of Tenants thereunder not applied in accordance with the terms
thereof prior to Closing.

3

"Lease-Up Costs" shall mean collectively, all locator fees, finder's fees,
referral fees and other leasing commissions ("Commissions") and all tenant
allowances and concessions applicable to the Leases. The current outstanding
Lease-Up Costs, including Commissions, are shown on Exhibit X attached hereto.
---------

"Liabilities" shall mean, individually and collectively, any and all
claims, controversies, disputes, demands, losses, damages, liabilities, costs
and expenses (including reasonable attorneys' fees and expenses, whether
incurred in connection with nonjudicial action, prior to trial, at trial or in
settlement, excluding, however, attorneys' fees and expenses incurred on appeal)
incurred by or asserted against Purchaser Parties or Seller Parties, as the case
may be, whether grounded in contract, statute (including the Securities Laws),
tort or otherwise, at law or in equity.

"Litigation Schedule" shall have the meaning set forth in Section 5.2(i).
--------------

"Monetary Objection or Objections" or "Monetary Exception or Exceptions"
shall mean (a) any mortgage, deed to secure debt, deed of trust or similar
security instrument granted by Seller encumbering all or any part of the
Property, (b) any mechanic's, materialman's or similar lien (unless resulting
from any act or omission of Purchaser or any of the Purchaser Parties or any
Tenant or unless pursuant to obligations of Tenants under Leases), (c) the lien
of ad valorem real or personal property taxes, assessments and governmental
charges affecting all or any portion of the Property which are delinquent, and
(d) any judgment of record against Seller in the county or other applicable
jurisdiction in which the Property is located which judgments, in aggregate,
total less than $500,000.

"New Seventh Floor Lease" shall mean that certain lease dated November 16,
2001, by and between Seller and The Apollo Group, Inc. for the seventh floor of
Windy Point I.

"Obligations" shall mean, individually and collectively, any and all
liabilities, obligations, duties, covenants or agreements of Seller or Purchaser
(as assignee of Seller pursuant to this Agreement) under or with respect to or
in any way arising out of or relating to the Property during their respective
periods of ownership of the Property, including the Leases and Contracts.

"Other Contracts" shall mean the management agreement between Seller and
Property Manager, any insurance policies and those contracts shown on Exhibit
-------
P-1.
---

"Permitted Exceptions" shall mean, collectively, (a) liens for taxes,
assessments and governmental charges not yet due and payable or due and payable
but not yet delinquent, (b) the Leases, (c) such other easements, restrictions
and encumbrances that do not constitute Monetary Exceptions and that are
accepted (or deemed accepted) or not otherwise objected to by Purchaser in
accordance with Section 2.13, and (d) such additional exceptions to title
arising through the acts of Seller but only to the extent permitted by Sections
2.8, 2.9 and 2.10.

"Person" shall mean an individual, estate, trust, trustee, receiver,
partnership, limited liability partnership, corporation, limited liability
company, depository institution (including federal or state savings banks,
saving and loan associations and credit unions), Governmental Authority, or
other legal entity.

4

"Personal Property" shall mean: (a) all personal property listed on the
attached Exhibit S; and (b) all of the right, title and interest of Seller as of
---------
the Closing Date in and to all furniture, equipment, machinery, and other
tangible property owned by Seller and installed in, located at, or situated on
the Property and all intangible assets of any nature owned by Seller and
relating solely to the Property for the period from and after the Closing Date,
to the extent assignable, including (i) all guaranties and warranties applicable
to the Property, (ii) all plans, specifications, engineering drawings and prints
relating to the construction of the improvements, (iii) all operating manuals
and books, data and records regarding the physical component systems of the
improvements at the Property, (iv) all tenant lists and tenant marketing
information and materials, (v) all goodwill associated with the Property, (vi)
all licenses, permits, certificates of occupancy and other approvals issued to
Seller by any Governmental Authority relating to the use, maintenance or
operation of the Property, (vii) all logos, designs, trademarks and trade names
related to the Property, (viii) all telephone exchange numbers identified with
the Property, (ix) all other intangible property used by Seller solely in
connection with the Property and (x) all books and records relating to the
Property (but excluding any Confidential Information); but specifically
----------------
excluding, whether tangible or intangible, the following property: (A) any
---------
personal property and fixtures owned, financed and/or leased by the Tenants; (B)
the names, trademarks and/or trade names of "Travelers," "The Travelers
Insurance Company," "Citigroup," "Fifield" and/or the Property Manager, in
whatsoever form, and any tangible personal property in which any of the
foregoing are affixed or incorporated (other than the leasing and other Property
files and records), any or all of which shall be removed by Seller at its
expense prior to or within ten (10) days after Closing and Purchaser and Seller
agree to cooperate in such removal and Purchaser acknowledges that such removal
may result in the removal of certain tangible personal property including such
names, trademarks and/or trade names which will not be replaced by Seller,
provided Seller agrees to repair any physical damage to the Property caused by
such removal; (C) any cash-on-hand, petty cash, bank accounts or other funds of
Seller (excluding any prepaid Rents which shall be adjusted between the parties
pursuant to Section 3.3) in whatsoever form the same are held; (D) any and all
-----------
Rents and Uncollected Rents, all of which shall be separately adjusted between
the parties pursuant to Section 3.3; (E) all rights to refunds, accounts
-----------
receivable, accrued and unpaid claims, causes of action and rights of
reimbursement from third parties (other than amounts under the Contracts and
Leases which shall be prorated pursuant to Section 3.3), including, without
-----------
limitation, any amounts that are due and owing or otherwise may be payable to
Seller in connection with the Owners' Controlled Insurance Program ("OCIP
Refund"), bonds (including payment and performance), and any other claims for
payment Seller may have, to the extent arising or relating to the period prior
to Closing and including, without limitation, the Reserved Claims; (F) all of
Seller's financial and corporate books and records, in whatsoever form or
nature, relating to tax returns and reporting information (other than reporting
information necessary for the reconciliation of real estate taxes and operating
expenses for the Property as required under the Leases), organizational
documents, minutes, resolutions, and related corporate materials, appraisals or
valuations or other proprietary or confidential reports and studies (of
whatsoever form or nature and whether or not prepared by the Seller Parties or
any other person) of the Property, materials relating to the marketing of or
market information regarding the Property, including leasing (to the extent the
same includes the names, trademarks and/or trade names of "Travelers," "The
Travelers Insurance Company," "Citigroup," "Fifield" and/or the Property
Manager, in whatsoever form) or sale of the Property, internal analyses and
communications (of whatsoever form or nature) of the Seller Parties relating to
the Property or

5

any other matter (including inspections, evaluations, approvals, work summaries
and work product), communications or other documentation prepared by or
exchanged with legal counsel (whether internal or external) of the Seller
Parties (including any work product and any other documentation prepared in
anticipation of litigation, other than litigation with tenants who reside at the
Property as of the Closing), financial statements and related confidential
information of the Seller Parties, communications or other documentation
prepared by or exchanged with any current or former lender of Seller (whether
internal or external), and financial analyses and projections (by whomsoever
prepared) relating to the Property or otherwise (all such documents are
hereinafter referred to as "Confidential Information") ; and (G) all software of
any kind or nature whatsoever, including applications software and computer
software, databases, programs, archive media, backup media, electronic data,
documentation, manuals and codes used by any of Seller Parties in connection
with the management, operation and maintenance of the Property.

"Property" shall mean individually and collectively, those parcels of land
described on Exhibit A, together with the improvements thereon as of Closing,
---------
and all of Seller's right, title and interest as of the Closing Date in and to:
(a) all privileges, rights, easements and appurtenances belonging to such land;
(b) all streets, alleys, passages and other rights-of-way or appurtenances,
included in, adjacent to, or used in connection with such land; and (c) the
Leases, Contracts, Fixtures, and Personal Property.

"Property Manager" shall mean Cushman & Wakefield of Illinois, Inc., in its
capacity as property manager for the Property, and its legal representatives,
successors and assigns.

"Protest Proceedings" shall have the meaning set forth in Section 3.3(f).
--------------

"Purchaser" shall mean Wells Capital, Inc., a Georgia corporation, and its
legal representatives, successors and the assigns permitted in Section 7.1.
-----------

"Purchaser Parties" shall mean, collectively, Purchaser, and each and all
of its members, officers, directors, employees, shareholders, partners, agents,
and contractors, and each and all of the respective legal representatives,
heirs, successors and assigns of any of the foregoing.

"Purchase Price" shall have the meaning set forth in Section 3.1(b).
--------------

"Purchaser's Conditions Precedent" shall have the meaning of the same
defined term set forth in Section 2.2 (b).
---------------

"Rents" shall mean collectively, all rents (whether denominated base rent,
fixed rent, additional rent, escalations or otherwise under the Leases), advance
rentals, fees, all reimbursements, and other sums payable by Tenants under the
Leases to Seller, but specifically excluding security deposits and Tenant
Service Payments.

"Required Endorsements" shall mean each of the following endorsements to
the owner's title policy to be issued by the Title Company as contemplated
herein: (a) separate tax parcel, (b) legal subdivision, (c) access, (d) zoning
3.1 (including parking), (e) same as survey, (f) affirmative coverage that
Zurich American Insurance Company and TCI Great Lakes, Inc. have waived their
purchase options under their respective Leases with respect to the sale
contemplated herein, and (g) contiguity between the fee parcels. Such Required
Endorsements

6

shall be in the form as may be acceptable to Purchaser, as determined prior to
the Due Diligence Termination Date.

"Required Tenants" shall mean (a) Global Knowledge Network, Inc.; (b)
National Semiconductor Corporation; (c) TCI Great Lakes, Inc.; (d) Zurich
American Insurance Company; and (e) The Apollo Group, Inc.

"Reserved Claims" shall have the meaning of the same defined term set forth
in Section 3.3(b).
--------------

"Securities Laws" shall mean, individually and collectively, the Securities
Act of 1933, the Securities Exchange Act of 1934, and any and all other laws,
regulations, rules, orders and decrees of any Governmental Authorities governing
the issuance, sale, marketing, exchange or disposition of Securities, as any of
the foregoing are amended from time to time.

"Security(ies)"shall have the meaning of the same defined term in any
Securities Laws, including the meaning for such term set forth in section
77(b)(1) of the Securities Act of 1933 (15 U.S.C.(S) 77(b)(1)), section
3(a)(10) of the Securities Exchange Act of 1934 (15 U.S.C.(S) 78(c)(10)), and
Section 101(49)(A) of the Bankruptcy Code, and shall further include, without
limitation, individually and collectively: note; stock; treasury stock; share in
a corporation (whether or not transferable or denominated "stock" or similar
security); bond; debenture; evidence of indebtedness; collateral trust
certificate; pre-organization certificate or subscription; transferable share;
voting trust certificate; certificate of deposit; certificate of deposit for
security; investment contract; certificate of interest or participation in a
profit sharing agreement or trust or in a royalty, lease, contract or other
interest; interests in a partnership; any legal or beneficial interest in a
trust or pooling or custodial agreement; any claim, interest or instrument
commonly known as a "security" or otherwise defined as a "security" under any
Securities Laws; certificate of interest or participation in, temporary or
interim certificate for, guarantee of, receipt for, warrant or right to
subscribe to or purchase or sell any of the foregoing; whether in the nature of
debt or equity, and whether or not the subject of a registration statement filed
with the Securities and Exchange Commission or exempt under Securities Laws from
the requirement to file such a statement, together with the rights and
obligations of the holders thereof and the payments and distributions thereon
and the proceeds therefrom.

"Seller" shall mean Windy Point of Schaumburg, LLC, a Delaware limited
liability company, and its legal representatives, successors and assigns.

"Seller Parties" shall mean collectively, Seller, each and all of its
members, officers, directors, employees, shareholders, contractors and agents
(including Property Manager), and each and all of the legal representatives,
heirs, successors and assigns of any of the foregoing.

"Seller's Conditions Precedent" shall have the meaning of the same defined
term set forth in Section 2.2(a).
--------------

"Settlement Statement" shall mean the Settlement Statement to be executed
by Purchaser and Seller in connection with the Closing of the transactions
contemplated hereby and delivered to Escrow Agent on or prior to the Closing
Date.

7

"Tenants" shall mean each Person occupying or possessing, or having the
right to occupy or possess, all or any portion of the Property pursuant to the
Leases, including tenants and subtenants, all as shown on Exhibit E.
---------

"Tenant Estoppel Certificate" or "Tenant Estoppel Certificates" shall mean
certificates substantially in the form attached hereto as Exhibits N-1 through
------------
N-7 to be sought from the Required Tenants, G&R Management II, Inc. and
---
SprintCom, Inc. under their respective Leases.

"Tenant Service Payments" shall mean sums due to Seller, as landlord under
the Leases, from the Tenants for reimbursement of costs incurred by Seller prior
to the Closing Date in connection with the provision of services to the Tenants
(excluding operating expenses which are charged to all Tenants at the Property)
identified on an exhibit attached to the Settlement Statement.

"Title Commitment" shall mean that certain commitment for title insurance
No. N01012216 (Revision __ 11/__/01, ba) issued by Near North National Title
Corporation, as agent for Ticor Title Insurance Corporation, with an effective
date of October 25, 2001.

"Title Company" shall mean Ticor Title Insurance Company.

"Transfer" shall mean, individually and collectively, any conveyance, sale,
assignment, transfer, lease (other than in the ordinary course of business to
Tenants), hypothecation, encumbrance, pledge, mortgage (including security deed,
deed of trust and security interest), charge or alienation of any kind or nature
whatsoever, or any offer or agreement to do any of the foregoing, whether direct
or indirect, private or public, voluntary or involuntary, by operation of law or
otherwise, with or without the consent of the Seller Parties.

"Travelers Windy Point" shall mean Travelers Schaumburg Windy Point, LLC, a
Delaware limited liability company.

"Uncollected Rents" shall mean collectively, all Rents which are due or
past due under the Leases and have not been collected by Seller as of the
Closing Date (whether or not billed), but excluding security deposits.

"Windy Point I" shall mean the Property located at 1500 McConnor Parkway in
Schaumburg, Illinois.

"Windy Point II" shall mean the Property located at 1600 McConnor Parkway
in Schaumburg, Illinois.

Section 1.2  Rules of Construction. Article and Section captions used in
---------------------
this Agreement are for convenience only and shall not affect the construction of
the Agreement. All references to "Articles" and "Sections," without reference to
a document other than this Agreement are intended to designate articles and
sections of this Agreement, and the words "herein," "hereof," "hereunder" and
other words of similar import refer to this Agreement as a whole and not to any
particular Article or Section, unless specifically designated otherwise. The use
of the term: (a) "including" shall mean in all cases "including but not limited
to," unless specifically designated otherwise; and (b) "legal representatives"
shall mean any trustee,

8

receiver, custodian and/or any other person or entity appointed or authorized to
act in a representative capacity by a court or any other governmental or
quasi-governmental entity, whether appointed pursuant to the Bankruptcy Code or
otherwise. No rules of construction against the drafter of this Agreement shall
apply in any interpretation or enforcement of this Agreement, any documents or
certificates executed pursuant hereto, or any provisions of any of the
foregoing.

ARTICLE II
----------

PURCHASE AND SALE
-----------------

Section 2.1  Agreement to Purchase and Sell. Subject to the conditions set
------------------------------
forth in Sections 2.2(a) and 2.2(b), Seller agrees to sell, and Purchaser agrees
--------------------------
to purchase, the Property on the Closing Date in accordance with the terms and
provisions hereof. In connection with such sale, Seller agrees to transfer and
assign, and Purchaser agrees to assume and perform, all of Seller's right, title
and interest in and to the Leases and Contracts and the Obligations arising
and/or accruing from and after Closing.

Section 2.2  Conditions Precedent.
--------------------

(a)     Seller's Conditions Precedent to Sale of Property. Seller's
-------------------------------------------------
obligation to sell the Property in accordance with Section 2.1 is hereby
-----------
conditioned upon full and complete satisfaction, or written waiver signed
by Seller, of each and all of the following conditions precedent
(individually, the "Seller's Condition Precedent" and collectively, the
"Seller's Conditions Precedent") on or prior to the dates specified below:

(i)    on or before the Due Diligence Termination Date,
Purchaser shall have given notice to Seller of its election to proceed
to Closing strictly in accordance with the terms of this Agreement,
including without limitation Section 2.3;
-----------

(ii)   on or before the Closing Date, Purchaser shall have
executed and delivered to Escrow Agent, to be held pursuant to the
terms of the Escrow Agreement, the Escrow Agreement and each and all
of the Conveyancing Documents to be delivered by Purchaser pursuant to
Section 4.2;
-----------

(iii)  on or before 1:00 p.m. Central Time on the Closing
Date, Purchaser shall have delivered to Escrow Agent, to be held
pursuant to the terms of the Escrow Agreement, the full amount of the
Purchase Price (taking into consideration the Earnest Money and all
prorations, credits and adjustments pursuant to the terms of this
Agreement), in immediately available funds, together with any and all
other sums that are to be paid by Purchaser at Closing pursuant to
this Agreement, including the costs and expenses identified in
Sections 3.2 and 3.3 and any other amounts shown as payable by
--------------------
Purchaser on the Settlement Statement;

9

(iv)   the representations and warranties made by Purchaser in
Section 5.1 shall be true and correct in all material respects on and
-----------
as of the date made and as of Closing and Purchaser shall have
performed and complied in all material respects with all covenants and
obligations required to be performed by it as of the Closing Date; and

(v)    on and as of the Closing Date, each and all of the
conditions precedent to release of the Purchase Price and Conveyancing
Documents from escrow set forth in the Escrow Agreement to be
performed by Purchaser shall have been fully and completely satisfied,
or waived in writing by Seller, strictly in accordance with the terms
of this Agreement and the Escrow Agreement.

Seller agrees that, as soon as Seller has notice of the failure of the Seller's
Condition Precedent set forth in (iv) above, Seller shall notify Purchaser
thereof and Purchaser shall have ten (10) business days after the giving of such
notice within which to cure such failure (no obligation to do so being implied
hereby) and, if required, the Closing Date shall automatically be extended to
the next business day occurring after such ten (10) business day period;
provided, however, in no event shall the Closing Date be further extended unless
Seller and Purchaser agree in writing to such extension. In the event each and
all of the Seller's Conditions Precedent are not fully and completely satisfied
or waived on or before the dates specified above or, if applicable, on the first
business day occurring after the ten (10) business day cure period mentioned in
the immediately preceding sentence (which shall not be further extended without
Seller's and Purchaser's prior written agreement), unless caused by a breach by
Seller (in which case Purchaser shall have the rights and remedies in Section
-------
6.2 on account of such breach), Seller shall have the option to: (A) waive all
---
or any of such Seller's Conditions Precedent and proceed with Closing; or (B)
terminate Seller's obligation to sell the Property by written notice at or prior
to Closing, whereupon Seller's obligation to sell and Purchaser's obligation to
purchase the Property shall be deemed, without additional notice, grace or
further act of any party, to be automatically null and void and of no force or
effect, in which event neither Seller nor Purchaser shall have any further
rights or obligations hereunder or relating hereto, except pursuant to such
provisions hereof as survive termination of this Agreement, and Purchaser shall
be entitled to a refund of the Earnest Money in accordance with Section 3.5
-----------
unless the failure of any of Seller's Conditions Precedent to be satisfied is
otherwise, or is caused by, a breach in any material respect of any of
Purchaser's express representations, warranties, covenants or obligations set
forth in this Agreement or the Escrow Agreement existing beyond any applicable
notice and cure period, in which case Seller shall be entitled to the rights and
remedies set forth in Section 6.1 on account of such breach. Purchaser shall
-----------
have no liability for failing to satisfy any of the Seller's Conditions
Precedent unless the failure to satisfy the same is otherwise, or is caused by,
a breach in any material respect of any of Purchaser's express representations,
warranties, covenants or obligations set forth in this Agreement or the Escrow
Agreement existing beyond any applicable notice and cure period, whereupon
Seller shall also be entitled to the rights and remedies set forth in Section
-------
6.1 on account thereof. The Seller's Conditions Precedent set forth in this
---
Section 2.2(a), and each of them, shall inure solely to the benefit of Seller,
--------------
and no other Person, including Purchaser, shall have any right to waive or defer
any of the conditions specified herein.

(b)  Purchaser's Conditions Precedent to Purchase of Property.
--------------------------------------------------------
Purchaser's obligation to purchase the Property in accordance with Section
-------
2.1 is hereby
---

10

conditioned upon full and complete satisfaction, or written waiver
signed by Purchaser, of each and all of the following conditions
precedent (individually, the "Purchaser's Condition Precedent" and
collectively, the "Purchaser's Conditions Precedent") on or prior to
the dates specified:

(i)   on or before the Closing Date, Seller shall
have executed and delivered to Escrow Agent, to be held
pursuant to the terms of the Escrow Agreement, the Escrow
Agreement and each and all of the Conveyancing Documents to be
delivered by Seller pursuant to Section 4.2;
-----------

(ii)  the representations and warranties made by
Seller in Section 5.2 shall be true and correct in all
-----------
material respects on and as of the date made and as of Closing
(and as if made without limitation to Seller's knowledge for
purposes of this Section 2.2(b)(ii) only) and Seller shall
have performed and complied in all material respects with all
covenants and obligations required to be performed by it as of
the Closing Date;

(iii) each and all of the conditions precedent to
release of the Purchase Price and Conveyancing Documents from
escrow set forth in the Escrow Agreement to be performed by
Seller shall have been fully and completely satisfied, or
waived in writing by Purchaser, strictly in accordance with
the terms of this Agreement and the Escrow Agreement;

(iv)  The Title Company shall be irrevocably
committed as of the Closing to issue its policy of title
insurance (including the Required Endorsements) insuring
Purchaser's fee simple title to the Property, subject only to
the Permitted Exceptions, provided the failure of the
Purchaser's Condition Precedent set forth in this Section
2.2(b)(v) shall not constitute a default by Seller hereunder,
unless such failure is due to Seller's failure to satisfy its
obligations pursuant to this Agreement; and

(v)   There shall be no material adverse change in
the environmental condition of the Property from the condition
of the Property reflected in the environmental reports
obtained by or on behalf of Purchaser prior to the Due
Diligence Termination Date.

Purchaser agrees that, as soon as Purchaser has notice of the failure of a
Purchaser's Condition Precedent, other than those Purchaser's Conditions
Precedent set forth in (i) and (iii) above, Purchaser shall notify Seller
thereof and Seller shall have ten (10) business days after the giving of such
notice within which to cure such failure (no obligation to do so being implied
hereby) and, if required, the Closing Date shall automatically be extended to
the next business day occurring after such ten (10) business day period;
provided, however, in no event shall the Closing Date be further extended unless
Purchaser and Seller agree in writing to such extension. In the event each and
all of the Purchaser's Conditions Precedent are not fully and completely
satisfied or waived on or before the dates specified above or, if applicable, on
the first business day occurring after the ten (10) business day cure period
mentioned in the immediately preceding sentence (which shall not be further
extended without Purchaser's and Seller's prior written

11

agreement), unless caused by a breach by Purchaser (in which case Seller shall
have the rights and remedies in Section 6.1 on account of such breach),
-----------
Purchaser shall have the option to: (A) waive all or any of such Purchaser's
Conditions Precedent and proceed with Closing; or (B) terminate Purchaser's
obligation to purchase the Property by written notice at or prior to the Closing
Date, as extended pursuant to this Section 2.2, whereupon Purchaser's obligation
-----------
to purchase and Seller's obligation to sell the Property shall be deemed,
without additional notice, grace or further act of any party, to be
automatically null and void and of no force or effect, in which event neither
Seller nor Purchaser shall have any further rights or obligations hereunder or
relating hereto, except pursuant to such provisions hereof as survive
termination of this Agreement and Purchaser shall be entitled to an immediate
refund of the Earnest Money in accordance with Section 3.5 unless the failure of
-----------
any of Purchaser's Conditions Precedent to be satisfied is otherwise, or is
caused by, a breach in any material respect of any of Purchaser's express
representations, warranties, covenants or obligations set forth in this
Agreement or the Escrow Agreement existing beyond any applicable notice and cure
period, in which case Seller shall be entitled to the rights and remedies set
forth in Section 6.1 on account of such breach. Seller shall have no liability
-----------
for failing to satisfy any of the Purchaser's Conditions Precedent unless the
failure to satisfy the same is otherwise, or is caused by, a breach in any
material respect of any of Seller's express representations, warranties,
covenants or obligations set forth in this Agreement or the Escrow Agreement
existing beyond any applicable notice and cure period, whereupon Purchaser shall
also be entitled to the rights and remedies set forth in Section 6.2 on account
-----------
thereof. The Purchaser's Conditions Precedent set forth in this Section 2.2(b),
--------------
and each of them, shall inure solely to the benefit of Purchaser, and no other
Person, including Seller, shall have any right to waive or defer any of the
conditions specified herein.

Section 2.3  Due Diligence Period. Subject to the provisions of Section 2.4
--------------------                               -----------
and prior to the Closing Date, Purchaser shall be entitled to conduct such
feasibility studies, due diligence activities, testing (excluding any invasive
testing, which shall not be conducted without Seller's prior written consent,
which consent shall not be unreasonably withheld, conditioned or delayed),
inspections, investigations, tests and examinations of the Property, including
the Leases and Contracts, as it deems necessary or appropriate and to examine
and investigate to its full satisfaction all other facts, circumstances and
matters as it deems relevant to the purchase and assumption of Seller's right,
title, interest and Obligations from and after the Closing Date in or relating
to the Property, including the Leases, Contracts, income and operating
performance of the Property, the condition of the Property (including the
physical condition and use of the Property, availability and adequacy of
utilities, access, zoning, compliance with applicable laws, credit worthiness of
Tenants, environmental conditions on and/or affecting the Property, and
engineering and structural matters), title, survey matters, and any other
matters it deems necessary or appropriate for purposes of entering into and
consummating the Agreement (all such studies, due diligence activities, reviews,
testing, inspections, investigations, tests and examinations, whether occurring
prior or subsequent to the date hereof, are collectively referred to herein as
the "Due Diligence"). Pursuant to the terms hereof and prior to entering into
this Agreement, Seller has provided to Purchaser copies of the documents listed
on the attached Exhibit T, receipt of which is hereby acknowledged by Purchaser.
---------
Upon or prior to the Closing Date, if and to the extent in the possession of
Seller or Property Manager, Seller agrees to make available to Purchaser at the
offices of Property Manager and/or the Property, for inspection, copying and
review by the Purchaser Parties, at Purchaser's sole cost and expense, all
operating

12

files maintained by Seller or the Property Manager or Seller's leasing agent in
connection with the leasing, maintenance and/or management of the Property,
including, without limitation, the Leases, lease files, contracts, leasing
commission agreements, Personal Property, insurance policies, bills, invoices,
receipts and other general books and records relating to the income and expenses
of the Property, real estate tax records, files and records relating to the
Association (including copies of the articles of incorporation and bylaws of the
Association), correspondence, budgets for the year 2002, if available, and prior
years, surveys, plans and specifications, warranties for services, equipment and
materials provided to, installed in or supplied to the Property, engineering
reports, soil tests, environmental audits or assessments (excluding, however,
any Confidential Information). Each and all of the documents listed on the
attached Exhibit T shall be deemed to be Evaluation Materials and treated in
---------
accordance with the terms hereof. To the extent any document or information
requested by Purchaser is not already in existence in the possession of or
maintained or prepared by or on behalf of Seller, Seller shall have no
obligation to cause such documents or information to be obtained, prepared
and/or maintained and provided to Purchaser. If Purchaser is satisfied with the
results of its Due Diligence, Purchaser shall give written notice to Seller of
its election to proceed to Closing on or before the Due Diligence Termination
Date in accordance with all of the terms and conditions of this Agreement. In
the event Purchaser is not satisfied with the results of its Due Diligence for
any reason or no reason whatsoever, including, without limitation, Seller's
inability to deliver Tenant Estoppel Certificates from the Required Tenants,
Purchaser's sole remedy shall be to either: (a) waive such matters and elect to
proceed to Closing, without offset or adjustment (unless expressly agreed to in
writing by a written amendment to this Agreement fully executed by the Seller
and Purchaser prior to the Due Diligence Termination Date), or (b) terminate
this Agreement by giving notice of its election not to proceed to Closing or
failing to give notice of its election to proceed to Closing as aforesaid. In
the event Purchaser gives notice of its election not to proceed to Closing or
fails to give notice of its election to proceed to Closing as aforesaid, this
Agreement shall automatically terminate on the earlier to occur of Seller's
receipt of such notice or the Due Diligence Termination Date without further
notice or action of either party, in which event neither Seller nor Purchaser
shall have any further rights or obligations hereunder or relating hereto,
except pursuant to such provisions hereof as survive termination of this
Agreement, and Purchaser shall be entitled to an immediate refund of the Earnest
Money in accordance with Section 3.5. Seller shall cooperate, and shall instruct
-----------
its Property Manager, leasing agent, real estate tax consultant and, upon
request from Purchaser, other contractors and agents, to cooperate with
Purchaser in making Information, individuals and materials available, including
all files (excluding: (i) materials, correspondence and other documents provided
to, received from, exchanged with or relating in any way to prospective
purchasers, prospective purchaser lists and marketing information, valuations
and appraisals, and internal analyses and communications (of whatsoever form or
nature) of the Seller Parties and other materials relating to the marketing and
possible sale of the Property, (ii) communications or other documentation
prepared by or exchanged with legal counsel (whether internal or external) of
the Seller Parties (including any work product and any documentation prepared in
anticipation of litigation) and related confidential information of the Seller
Parties and (iii) any other Confidential Information, in accordance with Section
-------
2.4.
---

Section 2.4  Due Diligence Conditions. Purchaser's right to conduct Due
------------------------
Diligence is expressly conditioned upon, and Purchaser, for itself and the
Purchaser Parties, covenants and agrees that: (a) all Due Diligence shall be
conducted by the Purchaser Parties in a manner which

13

is not disruptive in any material respect to the Tenants or the normal
operations of the Property; (b) the Purchaser Parties shall not enter upon the
Property except during regular business hours for agreed upon purposes and
subject to first coordinating such entry and access with Seller by giving at
least one (1) business day prior written notice in advance and detailing the
scope of the Due Diligence to be conducted, whether or not Property Manager's
presence is required; (c) the Purchaser Parties shall coordinate with Seller and
shall not contact any of the Tenants or any parties to the Contracts or Other
Contracts, without the prior consent of Seller which shall not be unreasonably
withheld, conditioned or delayed and, at Seller's option, the presence of
Property Manager at all times, and access to units occupied by Tenants shall be
coordinated with Seller by giving at least one (1) business day prior written
notice in advance thereof and shall be subject to the terms of the Tenants'
respective Leases; (d) the Purchaser Parties shall at all times strictly comply
with any and all procedures agreed to in this Section 2.4 for the Due Diligence
-----------
and all laws, ordinances, rules and regulations applicable to the Property and
shall not engage in any activities that would violate any permits, licenses,
environmental, wetlands or other regulations pertaining to the Property; (e)
Purchaser shall promptly, and no later than five (5) business days after each
entry on the Property, restore or repair, to Seller's reasonable satisfaction,
any damage caused by the Due Diligence or other acts or omissions of any of the
Purchaser Parties, provided however, Purchaser shall cause any invasive testing,
including testing within walls and pipes, to the extent permitted by Seller, to
be immediately repaired to Seller's reasonable satisfaction and shall
specifically coordinate such testing and repairs in advance with Seller; (f)
none of the Purchaser Parties shall engage in any activities that would cause
Seller's rights, title, interests or Obligations in or relating to the Property
to be adversely affected in any way, including, without limitation, the
assertion of any mechanic's liens, and Purchaser shall, without limitation,
immediately remove and bond over any liens, notices and claims of liens or other
matters affecting any of the foregoing which are caused by or arise out of the
acts or omissions of the Purchaser Parties; (g) Purchaser shall maintain
worker's compensation insurance covering all of its employees involved in such
activities, and shall cause the Purchaser Parties entering upon the Property to
maintain, at all times, commercial general liability insurance coverage in an
amount not less than One Million Dollars ($1,000,000) or such other reasonable
amount as Seller and Purchaser may agree upon from time to time, naming Seller
as an additional insured, and worker's compensation insurance covering all
employees involved in such activities, and shall prior to the date on which
access or entry to the Property first occurs, provide Seller with evidence of
such insurance coverage, which insurance shall be in a form and issued by a
company reasonably satisfactory in all respects to Seller and shall not limit in
any way Purchaser's obligations or liabilities hereunder; (h) unless the Closing
has been consummated as herein provided, all materials, documents and other
Information, of whatsoever kind or nature, obtained by any of the Purchaser
Parties in the course of conducting Due Diligence, whether or not provided by
Seller (other than information which is published or which otherwise is
generally available from public records or is in the public domain)
(collectively, the "Evaluation Materials"), shall be treated as strictly
confidential and shall not be disclosed, except as may be required by law or as
may be necessary or required in connection with any proceedings or action
involving this Agreement or the Property, to any Person without Seller's prior
written consent, provided however, Purchaser may make disclosures to the
Purchaser Parties and Purchaser's agents, professionals, consultants, investors,
lenders, (including potential lenders), and attorneys for purposes of evaluating
the prospective purchase or financing so long as each such Person has first been
advised of and agrees to respect the terms of this confidentiality agreement;
(i) in the

14

event Purchaser does not elect to proceed to Closing in accordance with Section
-------
2.3 or terminates this Agreement pursuant to Sections 2.2(b) or 2.12, Purchaser
---                                          -----------------------
shall promptly, and no later than five (5) days thereafter, return to Seller all
Evaluation Materials provided to any of the Purchaser Parties by any of the
Seller Parties; (j) Purchaser shall bear all costs and expenses of its Due
Diligence, including the Due Diligence conducted by any of the Purchaser
Parties, and Seller shall have no obligation to pay for and/or reimburse any of
the Purchaser Parties for any of such costs and expenses, whether or not Closing
occurs hereunder, except as may be provided in Section 6.2 and (k) upon request,
-----------
Purchaser shall provide Seller with copies of any and all reports or other
information prepared by third parties on behalf of Purchaser with respect to the
Property. Purchaser hereby covenants and agrees to indemnify, defend and hold
harmless Seller Parties from and against any and all liability, damage, loss,
lien, expense, suit and claim, including reasonable attorneys' fees (whether
incurred in connection with nonjudicial action, prior to trial or at trial,
including any proceedings under the Bankruptcy Code, excluding, however, any
attorneys' fees incurred on appeal) and expenses, whether arising out of injury
or death to persons or damage to the Property or loss of any personal property
or otherwise, caused by or arising out of: (i) a breach by any of the Purchaser
Parties of the conditions, covenants and obligations set forth in this Section
-------
2.4; and/or (ii) the Due Diligence conducted by the Purchaser Parties or other
---
acts or omissions of the Purchaser Parties (but shall not be obligated to
indemnify, defend or hold harmless the Seller Parties for their own acts or
omissions or pre-existing conditions or the discovery or release of any
Hazardous Substances unless brought onto the Property by the Purchaser Parties
or resulting from any act or omission of the Purchaser Parties). Purchaser's
indemnity obligations shall not be limited by any workmen's compensation,
benefits, disability or other similar laws.

Section 2.5  Purchaser's Independent Investigation. Purchaser hereby
-------------------------------------
acknowledges and agrees that, in all cases except for the representations and
warranties expressly set forth in this Agreement or in the Conveyancing
Documents executed by Seller, the Seller makes no representations or warranties,
express or implied, regarding the Property or any matter related thereto,
including, without limitation, the adequacy, accuracy, completeness or content
of any Information or the suitability of the Property or such Information for
any purpose and that the Seller Parties shall have no liability to Purchaser
Parties, or any other Person claiming by, through or under any of them, arising
out of the Information, or to any Person to whom any of them has disclosed any
of the Information, or otherwise with respect thereto, and, except for the
representations and warranties expressly set forth in this Agreement or in the
Conveyancing Documents, neither the Purchaser Parties, any person or entity
claiming by, through or under any of them, nor any Person to whom any of such
Information was disclosed by any of the foregoing, shall have or make any claims
against any of the Seller Parties based upon any of the Information, including
the adequacy, accuracy, completeness or content of any Information or the
suitability of such Information for any purpose. Purchaser hereby acknowledges
that, except for the representations and warranties expressly set forth in this
Agreement or in the Conveyancing Documents, as of the Closing (i) it shall be
deemed to have relied solely on its own independent examination of the Property,
including the Leases and Contracts, and the Obligations, and Due Diligence in
consummating the purchase thereof in accordance with the terms of this
Agreement, (ii) that Purchaser is assuming the risk of future changes in the
applicable laws, and (iii) that Purchaser has not relied on, is not entitled to
rely on, and shall not rely on, and the Seller Parties are not liable for or
bound by, any warranties or representations (none being so implied), statements
(verbal or written), documents, reports, studies, Information

15

or other materials made or provided by any of the Seller Parties or any other
Person representing or purporting to represent or act on behalf of any of the
Seller Parties. Further, Purchaser acknowledges that, except for the
representations and warranties expressly set forth in this Agreement or in the
Conveyancing Documents, no representations or warranties, express or implied,
have been or shall be deemed to be made or provided by any of the Seller
Parties, relating to any of the Information, Due Diligence or the Property,
including the Leases and Contracts, the Obligations or otherwise, and Purchaser
hereby acknowledges that no representations or warranties, either express or
implied, have been or shall be deemed to be made by any of the Seller Parties
(except as expressly set forth in this Agreement or in the Conveyancing
Documents) with respect to any of the foregoing. To the extent any Person,
including any surveyors, appraisers, title agents, Escrow Agent, Tenants,
parties to Contracts or Other Contracts, Property Manager, Broker, attorneys or
engineering or environmental consultants, any of the Seller Parties or any other
Person, made any representations or warranties (except as expressly set forth in
this Agreement or in the Conveyancing Documents) or any other statements (verbal
or written) to Purchaser, or provided any documents, reports, studies,
information or other materials, Purchaser acknowledges it shall have no claim or
right of action against any of the Seller Parties arising therefrom, nor any
right to rescind, revoke or terminate this Agreement or any of the transactions
contemplated hereunder on account thereof except as expressly provided in
Sections 2.3, 2.6, 6.2 and 6.3.
------------------------------

Section 2.6  Property Conveyed As Is. In the event Purchaser elects to
-----------------------
proceed to Closing in accordance with Section 2.3, Purchaser shall be deemed to
-----------
be satisfied with and/or to have waived the results of the Due Diligence and to
have accepted the Property, including the Leases and Contracts, and Obligations
arising from and after Closing, "AS IS," "WHERE IS," and "WITH ALL FAULTS,"
including latent defects, without recourse to and without representation or
warranty by Seller (except as otherwise expressly set forth in Sections 5.2 and
----------------
7.11 or in the Conveyancing Documents), express or implied, whether statutory or
----
otherwise, and without any warranties of transfer (except as provided in
Sections 5.2 and 7.11 or the Conveyancing Documents), merchantability or fitness
---------------------
for a particular, or Purchaser's intended, use or purposes. Provided Purchaser
elects to proceed to Closing, the Property, including the Leases and Contracts,
and Obligations arising from and after Closing, shall be conveyed subject to all
easements, covenants, restrictions, title and survey exceptions and any matters
affecting the Property as of the Closing Date, subject to Section 2.10; provided
------------
however, Seller shall deliver the Conveyancing Documents which it is required to
deliver in accordance with Section 4.2. WITHOUT LIMITATION AND EXCEPT AS
-----------
EXPRESSLY SET FORTH IN SECTIONS 5.2 AND 7.11 OR IN THE CONVEYANCING DOCUMENTS,
---------------------
SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTIES OF TRANSFER, QUALITY, FITNESS, MERCHANTABILITY OR
OTHERWISE, RELATING TO THE PROPERTY, INCLUDING THE LEASES AND CONTRACTS, AND
OBLIGATIONS TO BE CONVEYED HEREUNDER AND ANY WARRANTIES ARISING UNDER ARTICLES 2
AND 3 (OR SIMILAR SECTIONS) OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN THE
JURISDICTION IN WHICH THE PROPERTY IS LOCATED OR TO WHICH THIS AGREEMENT IS
SUBJECT. Except as otherwise expressly set forth in Sections 2.7, 5.2, 5.3 or
-------------------------
7.11, none of the representations of Seller set forth in this Agreement shall be
----
deemed to survive Closing, and except as expressly set forth in Sections 5.2 or
---------------
7.11 or in the Conveyancing Documents, upon Closing, Purchaser shall be deemed
----
to have accepted the

16

Property, including the Leases and Contracts, and Obligations arising from and
after Closing, unconditionally and with any and all (none being so implied)
rights to rescind, set aside or avoid the transactions contemplated hereby or to
seek a reduction, adjustment, offset or recovery of the Purchase Price (except
for the adjustments and prorations required under Article III hereof), on the
grounds of retribution or otherwise, waived and relinquished. Except as
otherwise provided herein or in Sections 2.7, 5.2, 6.2, 6.3 or in the
---------------------------
Conveyancing Documents, from and after the Closing, Purchaser shall have no, and
hereby waives, any rights, claims and causes of action, whatsoever, against any
of the Seller Parties for any manner, cause or thing arising from or relating to
the Due Diligence, Information, Property, including the Leases and Contracts,
and Obligations arising from and after Closing. Notwithstanding the foregoing or
anything to the contrary contained elsewhere in this Agreement, if and to the
extent that at any time after the Closing any Person other than the Purchaser
Parties shall assert or file a claim or cause of action against Purchaser
relating to an act or omission of Seller occurring prior to Closing or to an
event, condition or circumstance that occurred, existed or arose prior to
Closing, nothing contained in this Agreement shall be deemed to limit or
restrict Purchaser's right to name Seller as a third party defendant in any such
claim or action; it being specifically understood and agreed that unless
provided herein to the contrary, Purchaser is not and shall not be deemed to be
assuming, and shall not assume, nor shall Purchaser be deemed to have waived any
rights, claims or causes of action that may be asserted or filed against
Purchaser in respect of, any Obligations of Seller, whether foreseen or
unforeseen, liquidated or contingent, which were to have been performed or
observed by Seller prior to Closing.

Section 2.7  Leasing and Management Agreements. Prior to Closing, and
---------------------------------
subject to the prorations to be made pursuant to Section 3.3(e), Seller shall
--------------
terminate all leasing, brokerage and management agreements and Other Contracts
currently in effect at the Property, including the management agreement with
Property Manager, and shall timely pay and remain liable for payment of all
amounts owing or other Obligations arising thereunder, if any, and hereby agrees
to indemnify, hold harmless and defend Purchaser from and against any and all
liabilities, claims and expenses, including reasonable attorneys' fees, arising
from such termination or the Seller's failure to pay the same when due (except
for amounts or other Obligations that arise out of the Purchaser Parties' Due
Diligence or other acts or omissions of the Purchaser Parties, including for
example, separate agreements for services, copies, etc. reached between any of
the Purchaser Parties and Property Manager or other parties to the Contracts or
Other Contracts, any damages to the Property or property of any of the Property
Manager or other parties to the Contracts or Other Contracts, and injuries to
the Property Manager or other parties to the Contracts or Other Contracts).

Section 2.8  New Contracts and Leases. For the period from the Effective
------------------------
Date to the Closing Date, Seller agrees not to enter into any new contract,
including any contract for services or capital improvements, which shall survive
Closing without first providing Purchaser with a copy of the same for
Purchaser's review and approval, which approval prior to the Due Diligence
Termination Date shall not be unreasonably withheld, conditioned or delayed by
Purchaser. Purchaser shall be deemed automatically and irrevocably to have
approved of any new contract (including any new amendment, renewal, expansion,
assignment, or extension of an existing Contract) unless Purchaser notifies
Seller in writing of its objection thereto, stating with specificity the reasons
for such objection, within three (3) business days from Purchaser's receipt of a
copy of same and related supporting information which Seller obtains in the
ordinary course.

17

For the period from the Effective Date to the Closing Date, Seller shall not be
entitled to enter into any new Lease (including any new amendment, renewal,
expansion, assignment, sublease or extension of any existing Lease) without
Purchaser's prior written consent without first providing Purchaser with a copy
of same, together with copies of all Contracts for any Lease-Up Costs associated
therewith, to the extent then available. During the period between the Effective
Date and the Due Diligence Termination Date, Purchaser shall not unreasonably
withhold, condition or delay its consent to any new Lease (including any new
amendment, renewal, expansion, assignment, sublease or extension of any existing
Lease) and (b) during the period between the Due Diligence Termination Date and
the Closing Date, Purchaser may withhold its consent to any new Lease (including
any new amendment, renewal, expansion, assignment, sublease or extension of any
existing Lease) in its sole and absolute discretion. Purchaser's consent to a
new Lease (including any new amendment, renewal, expansion, assignment, sublease
or extension of any existing Lease) shall be deemed given unless Seller receives
notice of Purchaser's objection thereto, stating with specificity the reasons
for such objection, within three (3) business days from Purchaser's receipt of
copies of same as provided herein. All new contracts and Leases (including any
new amendment, renewal, expansion, assignment, sublease or extension of an
existing Contract or Lease) approved or deemed approved pursuant to this Section
shall automatically be deemed added to Exhibit P or Exhibit E, as applicable,
---------    ---------
and all new contracts and Leases (including any new amendment, renewal,
expansion, assignment, sublease or extension of an existing Contract or Lease)
approved or deemed approved pursuant to this Section, including any Lease-Up
Costs associated therewith (including the Lease-Up Costs for the New Seventh
Floor Lease), shall be assigned to and assumed by Purchaser at Closing, subject
to the provisions of Section 3.3(e). Purchaser further hereby specifically
approves the Contracts identified as "pending" on Exhibit P, so long as the same
---------
are terminable by Purchaser without penalty or cost on no more than thirty (30)
days' prior notice. Seller may enter into Other Contracts (including any
amendment, renewal, expansion, assignment, sublease or extension of Other
Contracts) without restriction and such Other Contracts shall not be assigned to
or assumed by Purchaser and shall be terminated without cost or liability to
Purchaser, unless the parties otherwise agree in writing at Closing. Further,
if, prior to the Due Diligence Termination Date, Purchaser objects to any new
contract (including any new amendment, renewal, expansion, assignment, or
extension of an existing Contract) submitted for its review and approval, Seller
shall nonetheless be entitled to enter into the same prior to expiration of the
Due Diligence Termination Date and Purchaser's sole remedy shall be to elect not
to proceed to Closing in accordance with Section 2.3 and receive a refund of the
-----------
Earnest Money pursuant to Section 3.5. If, after the Due Diligence Termination
-----------
Date and provided Purchaser has elected to proceed to Closing in accordance with
Section 2.3, Purchaser objects to any new contract (including any such new
-----------
amendment, renewal, expansion, assignment, or extension of an existing Contract)
submitted for its review and approval, Seller shall not be entitled to enter
into the same for the period from the Due Diligence Termination Date to the
Closing Date, without the prior approval of the Purchaser, which may be
withheld, conditioned or delayed in Purchaser's sole discretion.

Section 2.9  Termination of Contracts, Other Contracts and/or Leases.
-------------------------------------------------------
For the period from the Due Diligence Termination Date to the Closing Date,
Seller agrees: (a) not to terminate, modify or amend any Contracts or Leases,
except in accordance with the terms thereof and this Agreement, including upon
default or expiration of the stated term thereof, or pursuant to Section 2.8;
-----------
and (b) to terminate the Other Contracts at or prior to Closing, at no cost or
expense to Purchaser.

18

Section 2.10  No New Encumbrances. For the period from the Effective
-------------------
Date to the Closing Date and except as otherwise provided in Sections 2.7
------------
through 2.11, Seller shall not: (a) voluntarily convey all or any portion of the
------------
Property or any rights or interests therein (except conveyance to effect or
facilitate a Like-Kind Exchange in accordance with Section 7.25), (b) enter into
------------
any new security document, easement or other agreement affecting title to all or
any portion of or interest in the Property, other than Leases, Contracts or
Other Contracts entered into pursuant to Sections 2.7, 2.8 and/or 2.9, or (c)
----------------------------
amend any existing agreement granting to any Person any rights with respect to
all or any portion of the Property or any interests therein (other than Leases,
Contracts or Other Contracts and any amendments, renewal, expansion, assignment,
sublease or extension thereof entered into pursuant to Sections 2.7, 2.8 and/or
------------------------
2.9), without the prior written approval of Purchaser, which approval shall not
----
be unreasonably withheld, delayed or conditioned by Purchaser in respect of the
matters referenced in (b) and (c) prior to the Due Diligence Termination Date
and is in Purchaser's sole discretion after the Due Diligence Termination Date
provided Purchaser elects to proceed to Closing in accordance with Section 2.3.
-----------
If prior to the Closing Date, all or any portion of the Property or any rights
therein becomes subject to any Monetary Exception, (but excluding any
condemnation or eminent domain proceeding) Seller agrees to pay or discharge
(including by bonding over the same) such Monetary Exception at or prior to
Closing.

Section 2.11  Ordinary Course of Business. For the period from the
---------------------------
Effective Date to the Closing Date, Seller agrees: (a) to manage, operate and
lease the Property, or cause the Property to be managed, operated and leased,
substantially in the ordinary and usual manner in which the Seller and Property
Manager conducted their business prior to entering into this Agreement, provided
however, it is understood and agreed that Seller shall not be obligated to
undertake any capital repairs (other than maintenance in the ordinary course) or
improvements, whether or not reflected in the budget for the Property; (b) to
maintain its existing insurance coverage and policy(ies) in place and provide to
Purchaser copies of the certificate(s) of insurance relating thereto; (c) not to
dispose of any portion of the Personal Property identified on Exhibit S (other
---------
than inventory and supplies used or sold in the normal course of business),
unless replaced with an item of equal or greater value, quality or utility; (d)
not to take any affirmative actions to modify the zoning applicable to the
Property and not to acquiesce to any zoning modification; and (e) to promptly
provide Purchaser with copies of all written notices which it receives from and
after the date hereof from any Governmental Authorities, Tenant or other third
party of violations of any statutes, laws, ordinances, rules, legal regulations,
Leases, Contracts or private restrictions of record applicable to the Property.

Section 2.12  Casualty/Condemnation. In the event any condemnation or
---------------------
eminent domain proceedings are initiated prior to the Closing which might result
in the taking of all or any material portion of the Property or the use thereof
or any fire, flood, explosion, accident or other casualty occurs which damages
or destroys all or any material portion of the Property, then Purchaser may
elect to: (a) proceed to Closing without adjustment or offset to the Purchase
Price (except for an adjustment to the Purchase Price upon the occurrence of a
casualty in an amount equal to the lesser of (i) the estimated reasonable,
out-of-pocket cost to repair the physical damages to the Property caused by such
casualty, or (ii) (a) the deductible under Seller's insurance policy relating to
such physical damages to the Property if insured casualty damage, or (b)
$250,000 if uninsured casualty damage), in which event Seller shall assign at
Closing all of its right, title and interest in and to, and deliver at Closing
if received prior thereto or following

19

Closing if and when received thereafter, such insurance and/or condemnation
proceeds, if any, as the same are paid or payable on account of such
condemnation or casualty, except that proceeds on account of rental and/or
business interruption coverage or losses shall be prorated as of the Closing
Date when collected, and less and except amounts previously expended by Seller
to repair such damages; or (b) terminate this Agreement by written notice to
Seller within ten (10) days after Purchaser receives notice of any such casualty
or condemnation (but no later than the Closing Date), in which event neither
Seller nor Purchaser shall have any further rights or obligations hereunder or
relating hereto, except pursuant to such provisions hereof as survive
termination of this Agreement, and Purchaser shall be entitled to an immediate
refund of the Earnest Money in accordance with Section 3.5. In no event shall
-----------
Seller have any obligation to repair or restore the Property or any portion
thereof unless Seller's failure to commence repairs or restoration would give
rise to a Tenant's right to terminate its Lease pursuant to the express terms
thereof. The term "material" as used herein shall mean a casualty as a result of
which any Lease is terminated or terminable at the option of the Tenant (unless
the termination option is waived) or which would require more than 60 days to
repair or would cost more than $100,000 to repair and restore or a condemnation
which Purchaser reasonably determines materially adversely affects the use and
operation of the Property or which would give rise to a Tenant's right, that has
not been waived, to terminate its Lease pursuant to the express terms thereof.
In the event of any condemnation or casualty which is not material, Purchaser
shall be deemed to have elected the rights and remedy in subparagraph (a) above
and shall not have the right or option to terminate.

Section 2.13  Title and Survey. Seller has heretofore ordered, at
----------------
Seller's expense, and delivered, and Purchaser acknowledges receipt of, the
Title Commitment with respect to the Property which reflects Seller as the owner
of record thereof and the documents of record referenced therein. By December
13, 2001, Seller shall deliver updated surveys for the Property (each and
together, the "Survey"). Purchaser shall have until the date that is three (3)
business days after receipt of the Survey to give written notice (the "First
Title Notice") to Seller of such objections as Purchaser may have to any
exceptions to title or matters of Survey disclosed in the Title Commitment or in
any Survey or otherwise in Purchaser's examination of title to the Property. If
Purchaser fails to timely give Seller a First Title Notice, Purchaser shall be
deemed to have accepted all matters reflected on the Title Commitment and the
Survey. Seller shall have the right, but not the obligation (except as to
Monetary Objections), to attempt to remove, satisfy or otherwise cure any
exceptions to title to which the Purchaser so objects. Within three (3) business
days after receipt of Purchaser's First Title Notice, Seller shall give written
notice to Purchaser informing the Purchaser of Seller's election with respect to
such objections. If Seller fails to give written notice of election within such
three (3) business day period, Seller shall be deemed to have elected not to
attempt to cure the objections (other than Monetary Objections). If Seller
elects to attempt to cure any objections, Seller shall be entitled to one or
more reasonable adjournments of the Closing of up to but not beyond the
thirtieth (30th) day following the initial date set for the Closing to attempt
such cure, but, except for Monetary Exceptions, Seller shall not be obligated to
expend any sums, commence any suits or take any other action to effect such
cure. With respect to any exceptions to title of which Purchaser has the right
to object, except as to Monetary Exceptions, if Seller elects, or is deemed to
have elected, not to cure any exceptions to title to which Purchaser has
objected or if, after electing to attempt to cure, Seller determines that it is
unwilling or unable to remove, satisfy or otherwise cure any such exceptions,
Purchaser's sole remedy hereunder in such event shall be either (i) to accept

20

title to the Property subject to such exceptions as if Purchaser had not
objected thereto and without reduction of the Purchase Price, or (ii) to
terminate this Agreement within three (3) business days after receipt of written
notice from Seller either of Seller's election not to attempt to cure or that
Seller is unable or unwilling to do so, or three (3) business days after Seller
is deemed hereunder to have elected not to attempt to cure such objections (and
upon any such termination under clause (ii) above, Escrow Agent shall return the
Earnest Money to Purchaser). Notwithstanding anything to the contrary contained
elsewhere in this Agreement, Seller shall be obligated to cure or satisfy all
Monetary Exceptions at or prior to Closing, and may use the proceeds of the
Purchase Price at Closing for such purpose. To the extent any Monetary Exception
has not been cured or satisfied at or prior to Closing, Purchaser, at its
election, shall be entitled to apply a portion of the Purchase Price to effect
such cure (or withhold such portion as may be reasonably necessary to satisfy or
cure such Monetary Exception) and Purchaser shall receive a credit against the
Purchase Price for any such amounts so applied or withheld.

Between the date of the First Title Notice and Closing, Purchaser may order
an update to the Title Commitment and/or the Survey and thereafter notify Seller
in writing (the "Gap Notice") of any exceptions to title or survey matters (a)
that did not exist as of the effective date of the Title Commitment or the last
revision date of the prior Survey and are not due to acts done or suffered by or
through the Purchaser Parties and (b) are first raised by the Title Company or
surveyor between the effective date of the Title Commitment or the last revision
date of the prior Survey and the Closing, provided that Purchaser must notify
Seller of such new exceptions to title on the date which is the earlier of (i)
two (2) business days after Purchaser's receipt of an updated Title Commitment
(or supplement to the Title Commitment) or other written notice disclosing the
existence of such new exceptions to title and (ii) one (1) business day prior to
the Closing. If Purchaser fails to so notify Seller as aforesaid, such new
exceptions to title shall be deemed to be Permitted Exceptions. If Purchaser
sends a Gap Notice to Seller, Purchaser and Seller shall have the same rights
and obligations with respect to such Gap Notice as apply to the First Title
Notice in the immediately preceding grammatical paragraph and the Closing shall
be adjourned as necessary to satisfy the time periods provided therein.

Section 2.14 Tenant Estoppel Certificates. Seller shall endeavor (but
----------------------------
without obligation to incur any cost or expense) to obtain and deliver to
Purchaser two (2) business days prior to the Due Diligence Termination Date the
Tenant Estoppel Certificates substantially in the forms attached hereto as
Exhibits N-1 through N-7 duly executed by each of the Tenants named therein,
each of which Tenant Estoppel Certificates establish that the applicable Tenant
is not in bankruptcy, that neither Tenant nor the landlord is in default under
such Tenant's Lease, that no offsets or other claims or counterclaims exist
under such Lease (other than any amounts that Seller shall credit Purchaser at
Closing), and that confirms the terms of such Tenant's Lease and that such Lease
is in full force and effect and, in the case of the Tenant Estoppel Certificates
for TCI Great Lakes, Inc. and Zurich American, that such Tenants have waived
their respective purchase rights of the Property with respect to the transaction
contemplated herein. The inability of Seller to obtain and deliver any or all of
the Tenant Estoppel Certificates (Seller having endeavored to obtain the same
but without obligation to incur any cost or expense) shall not constitute a
default by Seller hereunder. Seller acknowledges that if Seller is unable to
deliver to Purchaser Tenant Estoppel Certificate from the Required Tenants on or
before the date that is two (2) business days prior to the Due Diligence
Termination Date, Purchaser may exercise its right to terminate this Agreement
by giving notice of its election not to proceed to Closing on or

21

before the Due Diligence Termination Date or by failing to give notice of its
election to proceed to Closing on or before the Due Diligence Termination Date,
provided that if Purchaser does not exercise its right to terminate by the Due
Diligence Termination Date (whether by notice of termination or failure to give
notice to proceed to Closing), then Purchaser shall be deemed to have waived its
right to terminate this Agreement pursuant to this Section 2.14.

Section 2.15 Subdivision Bond. Seller shall cause the Travelers Casualty
----------------
and Surety Company of America to continue to maintain the surety bond currently
held by the Village of Schaumburg in the amount of $828,482 until such date as
the Village of Schaumburg no longer requires the posting of such bond by Seller
or the owner of the Property, and Seller shall remain responsible at its sole
cost and expense for completion of any work or the performance of any actions
necessary to secure the release of said bond. Purchaser acknowledges that Seller
shall be solely entitled to such surety bond or any proceeds therefrom upon
release by the Village of Schaumburg.

Section 2.16 Restrictions Estoppels. Seller shall endeavor (but without
----------------------
obligation to incur any cost or expense) to obtain and deliver to Purchaser
estoppel certificates on the forms attached hereto as Exhibit W-1 and Exhibit
-----------     -------
W-2 as modified to reflect the current state of facts ("Restrictions Estoppels")
---
on or before the date that is two (2) business days prior to the Due Diligence
Termination Date. Seller acknowledges that if the Restrictions Estoppels, as
modified, are not satisfactory to Purchaser, in its sole and absolute
discretion, Purchaser may terminate this Agreement by giving notice of its
election not to proceed to Closing on or before the Due Diligence Termination
Date or by failing to give notice of its election to proceed to Closing on or
before the Due Diligence Termination Date, provided that if Purchaser does not
exercise its right to terminate by the Due Diligence Termination Date (whether
by notice of termination or failure to give notice to proceed to Closing), then
Purchaser shall be deemed to have waived its right to terminate this Agreement
pursuant to this Section 2.16.
------------

Section 2.17 Lot 4A Parking. After the Closing, Seller will retain title to
--------------
and intends to sell for development, the property designated as "Lot 4A" (as
defined in the Declaration), which is adjacent to the Property. In order to
facilitate the development and sale of Lot 4A, Seller shall have the right to
designate not more than twenty (20) parking spaces on the Property (the "Lot 4A
Parking Spaces") which shall remain available for the non-exclusive use by the
owner of Lot 4A in common with the owners, tenants and occupants of the
Property, pursuant to the cross-parking easements established under the
Declaration. Not later than ten (10) days after the Effective Date, Seller shall
prepare and deliver to Purchaser a plan indicating the location of the Lot 4A
Parking Spaces, which shall be subject to Purchaser's approval, not to be
unreasonably withheld or delayed. If Purchaser and Seller fail to agree on the
location of the Lot 4A Parking Spaces within such ten (10) day period, then
Seller shall have the right to terminate this Agreement, in which event the
Earnest Money shall be returned to Purchaser and neither Seller nor Purchaser
shall have any further obligations hereunder or relating hereto, except pursuant
to such provisions hereof that expressly survive the termination of this
Agreement. If the location of the Lot 4A Parking Spaces are agreed upon and the
parties proceed to Closing hereunder, then the Deed shall include an express
reservation of the rights hereby reserved by Seller, as the owner of Lot 4A with
respect to the Lot 4A Parking Spaces. In addition, Purchaser shall cooperate
with Seller, as the owner of Lot 4A in good faith (but without obligation to
incur any expenses or liabilities not expressly contemplated hereunder) in
connection with the site plan

22

approval and other land use entitlements that may be required for the
development of Lot 4A, to the extent that such site plan approval or other
entitlements are conditioned upon Lot 4A Parking Spaces. The obligation of
Purchaser, pursuant to the preceding sentence, shall survive the Closing
hereunder until the sale of Lot 4A by Seller to a Person that is not affiliated
with Seller.

ARTICLE III
-----------

PURCHASE PRICE; CLOSING ADJUSTMENTS
-----------------------------------

Section 3.1 Earnest Money; Purchase Price.
-----------------------------

(a)    Earnest Money. As an express condition precedent to Seller's
-------------
obligations under this Agreement, the Earnest Money shall be deposited by
Purchaser with Escrow Agent concurrently with Purchaser's execution of this
Agreement, to be held as Earnest Money for the benefit of Seller, subject
to the provisions of Section 3.5. The Earnest Money shall be paid by
-----------
Purchaser (and no other Person) in immediately available funds, in lawful
money of the United States of America, which shall be legal tender for all
debts and dues, public and private at the time of payment. The Earnest
Money shall be held and disbursed by Escrow Agent in accordance with the
terms of the Earnest Money Trust Agreement and this Agreement. The Earnest
Money shall be applied against payment of the Purchase Price on the Closing
Date in accordance with the terms of this Agreement, subject to Section
-------
3.5.
---

(b)    Purchase Price. In consideration of and as a condition
--------------
precedent to Seller's conveyance of the Property, Purchaser shall pay to
Seller the aggregate purchase price of Eighty-Nine Million Two Hundred
Seventy-Five Thousand and No/100 United States Dollars ($89,275,000.00)
("Purchase Price"), adjusted to account for the Earnest Money and all
prorations, credits and adjustments pursuant to the terms of this
Agreement, together with any and all other sums that are to be paid by
Purchaser pursuant to this Agreement, including the costs and expenses
identified in Sections 3.2 and 3.3 and all other amounts shown as payable
--------------------
by Purchaser on the Settlement Statement on the Closing Date. The Purchase
Price (subject to the adjustments and prorations in this Article III),
together with any and all other sums to be paid to Seller at Closing by
Purchaser in connection with this Agreement, shall be paid to Seller by
Purchaser (and no other Person other than Escrow Agent pursuant to the
Escrow Agreement) in immediately available funds, in lawful money of the
United States of America, which shall be legal tender for all debts and
dues, public and private, at the time of payment. All such funds shall be
deposited by Purchaser with Escrow Agent on or prior to 1:00 p.m. Central
Time on the Closing Date, to be held in escrow and disbursed pursuant to
the terms of the Escrow Agreement.

Section 3.2 Closing Costs. Purchaser shall pay all costs and expenses
-------------
incurred by it and/or the Purchaser Parties associated with the Due Diligence
and any other investigations of the Purchaser Parties, and/or the purchase and
sale contemplated hereunder, including any and all environmental assessments and
reports, structural and engineering inspections, surveys (to the

23

extent the cost of such surveys exceeds $7,200), any cost associated with
satisfying Purchaser's reinsurance requirements for the owner's title policy,
insurance premiums associated with the cost of any endorsements relating to the
owner's title policy, including, without limitation, any charge for "extended
coverage" and the Required Endorsements, one-half (1/2) of any transfer taxes
due the local municipality, Purchaser's attorneys' fees and expenses, and all
costs and expenses of obtaining any Financing that Purchaser may elect to obtain
(including any fees, financing costs, and transfer and recordation taxes and
recording fees in connection therewith and all escrow, settlement, handling
and/or other fees and expenses to be paid to Escrow Agent in connection with any
Financing) and one-half (1/2) of any escrow, settlement, handling and/or other
fees and expenses to be paid Escrow Agent in connection with the Escrow
Agreement and the Earnest Money Trust Agreement; provided however, Seller agrees
to pay at Closing the base title insurance premium for issuance of an owner's
title policy in the amount of the Purchase Price (excluding, however, any cost
associated with satisfying Purchaser's reinsurance requirements), on the
standard form in use in the State of Illinois, all state and county transfer
taxes, one-half (1/2) of any transfer taxes due to the local municipality, the
cost of obtaining a ALTA surveys of Windy Point I and Windy Point II (not to
exceed $7,200) and the transfer fee, if any, payable to Bank of America, N.A.
for the transfer to Purchaser of the beneficial interest of letter of credit
deposited by Global Knowledge Network, Inc. Seller shall also pay all costs and
expenses incurred by it and/or the Seller Parties associated with the purchase
and sale contemplated hereunder, including Seller's attorneys' fees and
expenses, amounts owed to Broker and one-half (1/2) of any escrow, settlement,
handling and/or other fees and expenses to be paid to Escrow Agent in connection
with the Escrow Agreement and the Earnest Money Trust Agreement. All such costs
and expenses shall be paid in full on or prior to the Closing Date, unless
otherwise agreed to and specified by the parties in the Settlement Statement.

Section 3.3 Prorations and Adjustments. Prorations and adjustments shall be
--------------------------
made between Purchaser and Seller, and shall be set forth in the Settlement
Statement agreed to by the parties on or prior to the Closing Date, in
accordance with Sections 3.3(a) through (e) below, based upon the best evidence
---------------------------
then available. All prorations, other than any proration relating to
pass-throughs and other Tenant reimbursable amounts under the Leases ("Tenant
Reimbursable Amounts ") or to Protest Proceedings as described in Section 3.3(f)
below ("Protest Proceeding Amounts"), shall be deemed final at Closing. The
Tenant Reimbursable Amounts and the Protest Proceeding Amounts shall be
finalized by the parties no later than six (6) months after the Closing Date.
Notwithstanding the foregoing, the parties understand and agree that any
prorations and adjustments to the Purchase Price as aforesaid shall not be
deemed to relieve any party for obligations and liabilities retained, assumed or
assigned pursuant to this Agreement or in any of the Conveyancing Documents,
including the respective obligations and liabilities under this Section or
Section 3.4. Unless otherwise stated hereafter, all prorations and adjustments
-----------
shall be made on a per diem basis, with Seller responsible for the number of
days in the applicable period up to and including the Closing Date and Purchaser
responsible for the period commencing on the day after the Closing Date and all
days thereafter. In addition to the foregoing and notwithstanding anything
contained herein to the contrary, if Seller fails to receive the Purchase Price,
as adjusted herein, before 3:00 p.m. Central Time on the Closing Date, the
proration and adjustments set forth on the Settlement Statement shall be further
adjusted so that all proration items shall be prorated as of the business day
immediately following the Closing Date. Any amount which Purchaser is obligated
to pay in accordance with the prorations provided below: (A) which has been paid
by Seller as of the Closing Date, or will be paid outside

24

Closing by Seller in the event the invoices for same are received by Seller
within the five (5) business day period prior to the Closing Date, at Seller's
election, shall be reimbursed by Purchaser or treated as a credit in favor of
Seller on the Closing Date, and thereafter Seller shall be solely responsible
for making such payment; or (B) which has not been and will not be paid by
Seller as of the Closing Date shall be assumed by and become the sole
responsibility of Purchaser and no adjustment shall be made at Closing for same.
Any amount which Seller is obligated to pay in accordance with the prorations
provided below which has not been paid as of the Closing Date shall: (1) be
treated as a credit in favor of Purchaser on the Closing Date and Purchaser
shall assume and be solely responsible for making such payment; or (2) at
Seller's option in the event the invoices for same are received by Seller within
the five (5) business day period prior to the Closing Date, shall be paid by
Seller outside Closing and Seller shall be solely responsible for timely making
such payment. Each party agrees to provide the other with written evidence of
payment of such amounts upon request. Seller agrees to indemnify, defend and
hold Purchaser harmless from and against any and all claims, liens, damages,
demands, causes of action, liabilities, lawsuits, judgments, losses, costs and
expenses (including, but not limited to, attorneys' fees and expenses) asserted
against or incurred by Purchaser by reason of or arising out of any failure by
Seller to make the payments to be made by Seller in accordance with the
prorations provided below, to the extent Purchaser was not given a credit
therefor at Closing.

(a)  Taxes. All real estate taxes and installments of special
-----
assessments, whether assessed by the state, county, township, school
district or any other Governmental Authority having jurisdiction over the
Property, payable (whether or not prepaid by Seller) shall be prorated on a
cash basis as of the Closing Date between Purchaser and Seller based on the
actual bills paid in the year of the Closing (without regard to whether
such bills pertain to a tax period prior to the Closing Date). Purchaser
shall be solely responsible for the payment of any installments of real
estate taxes due and payable after the Closing Date, even if such
installments pertain to tax periods occurring prior to the Closing Date.

(b)  Income. All Rents and any other prepaid income (specifically
------
excluding any insurance and/or condemnation proceeds) collected by Seller
prior to Closing shall be prorated as of the Closing Date between Purchaser
and Seller, with Seller entitled to all Rents (including payments from
Tenants on account of taxes and operating expenses) and other prepaid
income allocable to the period prior to and including the Closing Date and
Purchaser entitled to all Rents and other prepaid income allocable to all
days after the Closing Date. Tenant Service Payments shall not be prorated
at Closing as Seller is entitled to all Tenant Service Payments. In
addition to the foregoing, at Closing Seller shall pay as an expense at
Closing the Estimated New Seventh Floor Rent Credit (which expense shall be
subject to reproration as provided in Section 3.4(e)). With respect to
security deposits, Purchaser shall receive at Closing a credit for all
outstanding cash security deposits under the Leases which are held by
Seller as of the Closing Date (and not previously applied by Seller under
the Leases), together with such interest, if any, as may be due thereon to
Tenants as of the Closing Date under the express terms of the Leases or, if
greater and required, applicable law. From and after Closing, all such
security deposits so credited to Purchaser shall thereafter be deemed
transferred to Purchaser and Purchaser shall assume and be solely
responsible for the payment of such security deposits to Tenants in
accordance with the Leases and applicable law. With

25

respect to any non-cash security deposits (including letters of credit)
Purchaser shall not be entitled to a credit but Seller shall deliver same
to Purchaser at Closing and Seller shall cooperate with Purchaser after
Closing to effectuate the transfer of such non-cash security deposits.
Seller shall be entitled to a refund of and/or if assigned to Purchaser
receive a credit for, any utility deposits, any deposits with third parties
and any bonds posted under any of the Contracts and Other Contracts.
Notwithstanding any provision of this Agreement or any of the Conveyancing
Documents executed and delivered pursuant hereto, Seller shall retain all
rights to refunds, accrued and unpaid claims, causes of action and rights
of reimbursement from third parties, including, without limitation, the
OCIP Refund (other than amounts under the Contracts and Rents under the
Leases which shall be prorated as aforesaid), bonds (including payment and
performance), and any other claims for payment Seller may have to the
extent arising or relating to the period prior to Closing (collectively,
the "Reserved Claims"). The foregoing is not intended to negate the
assignment to Purchaser at Closing of any guarantees or warranties relating
to the Property as provided herein. At Purchaser's request, Seller hereby
agrees to reasonably cooperate with Purchaser, at Purchaser's sole cost and
expense, to enforce any such guarantees and warranties.

(c) Expenses. All payments under the Contracts and payments for
--------
utilities, common area and other operating and maintenance expenses and
charges, fuel oil, association fees, expenses and charges, permit fees,
license fees and any accrued or prepaid expenses relating to the Property
(excluding insurance premiums) shall be prorated as of the Closing Date
between Purchaser and Seller. Purchaser shall make arrangements, at its
sole expense, to have all utilities, other than those utilities in the
names of Tenants, transferred directly to its account as of the Closing
Date, and Seller shall cooperate with Purchaser in arranging such transfer.

(d) Uncollected Rents. Purchaser agrees to pay to Seller, upon
-----------------
receipt, any Rents that apply to periods prior to Closing but are received
by Purchaser after Closing; provided, however, that any Rents received by
Purchaser after Closing shall be applied first to any current amounts owing
by such Tenants, then to delinquent Rents in the order in which such Rents
are most recently past due, with the balance, if any, paid over to Seller
to the extent of delinquencies existing at the time of Closing to which
Seller is entitled. Notwithstanding the foregoing, Purchaser shall
immediately pay to Seller any Tenant Service Payments received by Purchaser
after the Closing Date. From and after Closing, Seller may attempt to
collect (i) any delinquent Rents from those Tenants that were identified by
Seller to Purchaser on or before the date that is three (3) days prior to
the Due Diligence Termination Date as having delinquent Rents and (ii)
Tenant Service Payments and may institute any lawsuit or collection
procedures in connection therewith, but may not evict any Tenant, provided
Seller shall provide Purchaser with notice prior to filing any such action
or procedure. Purchaser hereby agrees to use commercially reasonable
efforts, at Seller's sole expense, to collect any delinquent Rents, Tenant
Service Payments or other payments from the Tenants, which commercially
reasonably efforts shall specifically exclude any obligation to declare
such Tenant in default under its Tenant Lease or to file suit to collect
such amounts. Any reimbursements payable by any Tenant under the terms of
any Lease (other than Tenant Service Payments) affecting the Property as of
the Closing Date, which reimbursements pertain to such Tenant's pro

26

rata share of increased operating expenses or common area maintenance costs
incurred with respect to the Property for the year in which Closing occurs,
shall be prorated upon Purchaser's actual receipt of any such
reimbursements, on the basis of the number of days of Seller and
Purchaser's respective ownership of the Property during the period in
respect of which such reimbursements pertain within thirty (30) days after
Purchaser's receipt thereof. Conversely, if any Tenant under any such Lease
shall become entitled at any time after Closing to a refund of tenant
reimbursements actually paid by such Tenant prior to Closing, then, Seller
within thirty (30) days following Purchaser's demand therefor, pay to
Purchaser any amount equal to Seller's pro rata share of such reimbursement
refund obligations, said proration to be calculated on the same basis as
hereinabove set forth. Seller shall approve the tenant reconciliation
statement prepared by Purchaser for calendar year 2001, which approval
shall not be unreasonably withheld and which approval shall be deemed given
if Seller fails to object to such reconciliation statement in writing
within seven (7) business days after receipt of such reconciliation
statement.

(e) Lease-Up Costs. Purchaser shall assume and be solely responsible
--------------
for all Lease-Up Costs allocable to Leases entered into after the Effective
Date (other than the New Seventh Floor Lease) which are approved (or deemed
approved) by Purchaser in accordance with and to the extent required by
Section 2.8 above, including any Contracts, leasing agreements and
brokerage agreements relating to same (whether or not such Contracts or
agreements are terminated or assigned to Purchaser). Seller shall provide a
credit to Purchaser at Closing, and thereupon Purchaser shall assume and be
solely responsible for, all Lease-Up Costs allocable to the New Seventh
Floor Lease and the Lease-Up Costs shown on Exhibit X, to the extent unpaid
---------
by Seller prior to Closing. Seller shall supply, on or before the Closing
Date, invoices and statements for all Lease-Up Costs for which Purchaser is
entitled to receive a credit at Closing. From and after Closing, Purchaser
shall be solely responsible for the payment of all Lease-Up Costs payable
in connection with any Leases (including any amendments, renewals,
expansions or extensions of existing Leases) occurring or arising under the
Leases, whether executed before or after the Closing Date and the Lease-Up
Costs for which Purchaser was given a credit at Closing; provided, however,
with respect to Leases executed prior to the Closing, Purchaser shall only
be responsible for Lease-Up Costs for which Purchaser has been given a
credit at Closing, except in connection with the exercise after Closing of
any renewals, expansions or extensions of any such Leases executed prior to
Closing, for which Purchaser shall be responsible for all Lease-Up Costs,
notwithstanding the fact Purchaser did not receive a credit for such
amounts at Closing. Purchaser agrees to indemnify, defend and hold Seller
harmless from and against any and all claims, liens, damages, demands,
causes of action, liabilities, lawsuits, judgments, losses, costs and
expenses (including but not limited to attorneys' fees and expenses)
asserted against or incurred by Seller by reason of or arising out of any
failure by Purchaser to pay to the Person(s) entitled to those Lease-Up
Costs for which Purchaser received a credit at Closing. To the extent of
any inconsistency with the provisions of Section 2.8, the terms of this
-----------
provision shall control.

(f) Tax Protests. Notwithstanding any provision in this Agreement to
-------------
the contrary, any tax refunds or proceeds (including interest thereon) on
account of a

27

favorable determination resulting from a challenge, protest, appeal or
similar proceeding relating to taxes and assessments relating to the
Property ("Protest Proceedings"): (i) for all tax periods in which Seller
is responsible for payment of the taxes hereunder shall be retained by and
paid exclusively to Seller; and (ii) for all tax periods in which Purchaser
is responsible for payment of the taxes hereunder, shall be paid to
Purchaser after reimbursement to Seller for all fees, expenses and costs
(including reasonable attorneys' and consultants' fees) incurred by Seller,
in connection with the Protest Proceedings. Neither Seller nor Purchaser
shall settle any Protest Proceedings in which taxes for the tax period for
which the other party is responsible are being adjudicated without the
consent of such party, which consent shall not be unreasonably withheld,
conditioned or delayed. Purchaser and Seller shall cooperate in the pursuit
of any Protest Proceedings and in responding to reasonable requests of the
other for information concerning the status of, and otherwise relating to,
such Protest Proceedings, provided however, neither party shall be
obligated to incur any non-de minimis out-of-pocket fees, costs and
expenses in responding to the requests of the other.

Seller and Purchaser shall endeavor to prepare a statement detailing the
prorations and adjustments estimated to be due as of the Closing Date pursuant
to this Section no later than three (3) business days prior to the Closing Date.
Purchaser and Seller hereby acknowledge and agree that, except for the
adjustments being made pursuant to this Section 3.3, the sums to be paid
-----------
pursuant to Section 3.2 and the adjustments, if any, to be made pursuant to
-----------
Section 2.12 upon the occurrence of a casualty or condemnation prior to Closing,
------------
no other adjustments shall be made to the Purchase Price.

Section 3.4 Post-Closing Inspection, Verification and Adjustments.
-----------------------------------------------------

(a)    Purchaser Cooperation. Following Closing and until June 1,
---------------------
2002, the Purchaser Parties shall, upon request, give the Seller Parties
and their respective agents and contractors, access to Purchaser's books
and records at Purchaser's offices for purposes of verifying collections
and remittances required pursuant to this Agreement and for any other
purpose relating to Seller's prior ownership of the Property, at reasonable
times and upon reasonable advance notice to Purchaser. The Seller Parties
shall keep all information obtained pursuant to this Section in confidence,
except to the extent required to defend or prosecute any litigation arising
out of or related to their prior ownership of the Property (including
Protest Proceedings and the Reserved Claims) or for purposes of disclosure
to investors or otherwise required by law.

(b)    Seller Cooperation. Following Closing and until June 1, 2002,
------------------
the Seller Parties shall, upon request, give the Purchaser Parties and
their respective agents access to Seller's books and records, at Seller's
offices, for purposes of verifying collections and remittances required
pursuant to this Agreement, at reasonable times and upon reasonable advance
notice to Seller (recognizing such books and records may be in storage).
The Purchaser Parties shall keep all information obtained pursuant to this
Section in confidence, except to the extent required to defend or prosecute
any litigation arising out of or related to the collections and remittances
required pursuant hereto or for purposes of disclosure to investors or
lenders (both existing and prospective) or otherwise required by law.

28

(c)    Reserved Claims. Notwithstanding any other provisions of this
---------------
Agreement, Seller hereby reserves and retains, exclusively for itself, the
Reserved Claims, and all rights, title and interests therein and benefits
thereof, at law and/or in equity, and nothing herein shall be deemed to
limit or impair in any respect Seller's rights and entitlement to
independently enforce any of the Reserved Claims by such means as Seller
deems necessary or appropriate, which may include the commencement of legal
proceedings, subject to the limitations contained in Section 3.3(d).
--------------
Purchaser is not entitled to, and Purchaser agrees that it shall not,
waive, discharge or modify any of the rights, title, interests, benefits
and other provisions of the Reserved Claims, or attempt to do any of the
foregoing.

(d)    Remittance of Funds. Following Closing, each of Seller and
-------------------
Purchaser agrees to promptly remit any amounts collected or received by it
to which the other may be entitled under the terms of Sections 3.3 and
----------------
3.4(c), whether or not such amounts consist of Uncollected Rents (including
------
accounts receivable) or Reserved Claims.

(e)    New Seventh Floor Rent Credit. Within ten (10) business days
-----------------------------
after the date on which The Apollo Group, Inc. is obligated to commence the
payment of rent ("Apollo Commencement Date"), under the New Seventh Floor
Lease, Purchaser shall provide Seller with written notice ("Rent Credit
Notice") of the Actual New Seventh Floor Rent Credit. If the Estimated New
Seventh Floor Rent Credit is less than the Actual New Seventh Floor Rent
Credit, then Seller shall pay such difference to Purchaser within three (3)
business days after Seller's receipt of the Rent Credit Notice. If the
Actual New Seventh Floor Rent Credit is less than the Estimated New Seventh
Floor Rent Credit, then Purchaser shall pay such difference to Seller
within three (3) business days after the date of the Rent Credit Notice.
Purchaser hereby agrees not to modify the New Seventh Floor Lease in any
manner which would delay the Apollo Commencement Date and if the New
Seventh Floor Lease is so modified then the Purchaser and Seller agree that
the proration hereunder shall be determined by reference to the date on
which The Apollo Group, Inc. would have become obligated to commence the
payment of rent under the New Seventh Floor Lease but for such
modification.

Section 3.5 Application of Earnest Money. The Earnest Money shall be held
----------------------------
and disbursed and/or credited against the Purchase Price in accordance with the
terms of the Earnest Money Trust Agreement and the provisions of this Agreement,
including the provisions of this Agreement. Seller, Purchaser and Escrow Agent
shall execute the Earnest Money Trust Agreement contemporaneously with the
execution of this Agreement and Purchaser's deposit of the Earnest Money with
Escrow Agent.

ARTICLE IV
----------

CLOSING; CONVEYANCING DOCUMENTS
-------------------------------

Section 4.1 Closing Escrow. On or prior to the Closing Date, all
--------------
Conveyancing Documents and funds required for Closing, including the Purchase
Price, shall be placed in escrow pursuant to the terms of the Escrow Agreement.
Closing shall not be deemed to have occurred and the Conveyancing Documents
placed in escrow shall not be deemed effective

29

unless and until: (a) each and all of the Seller's Conditions Precedent and
Purchaser's Conditions Precedent have been fully and completely satisfied or
waived, strictly in accordance with the terms hereof; and (b) the Conveyancing
Documents have been delivered out of escrow and the funds disbursed, including
payment of the Purchase Price to Seller, by Escrow Agent in accordance with the
terms of the Escrow Agreement. Closing shall occur on or prior to the Closing
Date at the offices of Piper Marbury Rudnick & Wolfe, 203 N. LaSalle Street,
Suite 1800, Chicago, Illinois or such other place as may be mutually agreed to
by the parties. The risk of loss of the Property shall be borne by the Seller
until the release of the Conveyancing Documents from escrow at Closing, except
as otherwise specifically set forth in this Agreement.

Section 4.2 Conveyancing Documents. On or prior to the Closing Date, the
----------------------
following documents necessary for Closing (collectively, the "Conveyancing
Documents") shall be executed and/or delivered to Escrow Agent or as otherwise
hereinafter provided by the applicable parties designated in Sections 4.2(a)
---------------
through (p) below, to be held in escrow pursuant to the terms of the Escrow
-----------
Agreement. All Conveyancing Documents shall be substantially in the forms of the
Exhibits referenced hereinafter.

(a)    Deed. Special Warranty Deed, in the form attached as Exhibit F
----                                                 ---------
(the "Deed"), shall be properly executed and delivered into escrow by
Seller, in recordable form, for purposes of conveying the Property (other
than the Leases, Contracts and Personal Property) to Purchaser as
contemplated hereunder.

(b)    Bill of Sale and Assignment. Quit Claim Bill of Sale and
---------------------------
Assignment, in the form attached as Exhibit G, shall be properly executed
---------
and delivered into escrow by Seller for purposes of conveying the Personal
Property to Purchaser as contemplated hereunder.

(c)    Assignment of Leases. Assignment of Leases, in the form
--------------------
attached as Exhibit H, shall be properly executed and delivered into escrow
---------
by Seller, as assignor, and by Purchaser, as assignee, for purposes of the
assignment to and assumption by Purchaser of the Leases (including security
deposits) as contemplated hereunder.

(d)    Assignment of Contract Rights. Assignment of Contract Rights,
-----------------------------
in the form attached as Exhibit I, shall be properly executed and delivered
---------
into escrow by Seller, as assignor, and by Purchaser, as assignee, for
purposes of the assignment to and assumption by Purchaser of the Contracts
as contemplated hereunder.

(e)    Settlement Statement. The Settlement Statement (a draft of
--------------------
which shall be prepared and circulated by Seller or the Title Company at
least two (2) business days prior to Closing) shall be properly executed
and delivered into escrow by Seller and Purchaser, setting forth the
Purchase Price, all prorations and other adjustments to be made pursuant to
the terms hereof, and the funds required for Closing as contemplated
hereunder.

(f)    Tenant Notices. A Tenant Notice, in the form attached as
--------------
Exhibit K, shall be properly executed and delivered into escrow by Seller
---------
and Purchaser for purposes of

30

notifying all Tenants of the assignment to and assumption by Purchaser of
the Leases as contemplated hereunder.

(g) FIRPTA Affidavit. A FIRPTA Affidavit, in the form attached as
----------------
Exhibit L, shall be properly executed and delivered into escrow by Seller.
---------

(h) Contractor Notices. A Contractor Notice, in the form attached as
------------------
Exhibit M, shall be properly executed and delivered into escrow by Seller
---------
and Purchaser for purposes of notifying all parties under the Contracts of
the assignment to and assumption by Purchaser of the Contracts as
contemplated hereunder.

(i) Association Documentation. The resignation (effective as of the
-------------------------
Closing Date) of each officer, director, member and manager, as
appropriate, of the Association and an Assignment of Declarant's rights
under the Declaration.

(j) Transfer Declarations. All transfer tax statements, declarations
---------------------
and filings as may be necessary or appropriate for purposes of recordation
of the deed shall be properly executed and delivered into escrow by Seller
and/or Purchaser, as applicable.

(k) Title Affidavit and Other Title Company Requirements. An owner's
----------------------------------------------------
affidavit, a "gap undertaking" and such evidence as Purchaser's counsel
and/or the Title Company may reasonably require as to the authority of the
person or persons executing documents on behalf of Seller shall be
delivered into escrow by Seller, along with such lien waivers, if any,
properly executed by brokers, leasing agents, contractors or other third
parties claiming by, through or under Seller as may be required by the
Title Company to issue the Title Policy without exception for liens or
claims of lien by any third party claiming by, through or under Seller
(excluding any lien or claim of lien resulting from the acts or omissions
of Purchaser Parties) and subject to the rights of Tenants, as tenants
only, under the Leases assigned to and assumed by Purchaser.

(l) Tenant Letter of Credit. That certain $100,000 letter of credit
-----------------------
deposited by Global Knowledge Network, Inc. with Seller, as the beneficiary
thereunder, shall be delivered by Seller, together with the Assignment of
Letter of Credit in the form attached hereto as Exhibit Y executed by
---------
Seller and Purchaser.

(m) Illinois Income Tax. At Seller's option, either (i) a certificate
-------------------
from the Illinois Department of Revenue certifying the amounts, if any,
which may be payable by Seller to the Illinois Department of Revenue
pursuant to the provisions of Section 902(d) of the Illinois Income Tax Act
or (ii) an indemnity agreement by Seller, FRC Windy Point and Travelers
Windy Point in the form attached hereto as Exhibit Z ("Bulk Sales
---------
Indemnity") pursuant to which Seller, FRC Windy Point and Travelers Windy
Point jointly and severally agree to indemnify Purchaser for any
obligations of Seller under Section 902(d) of the Illinois Income Tax Act
in connection with this Property, provided if Seller delivers the Bulk Sale
Indemnity to Purchaser at Closing, Purchaser shall not be entitled to
withhold any portion of the sale proceeds without Seller's prior written
consent, which consent may be withheld by Seller in its sole and absolute
discretion. Seller shall use good faith efforts to obtain the certificate
referred to in (i) above prior to

31

the Due Diligence Termination Date and shall provide Purchaser with a copy
thereof upon receipt thereof.

(n)    Certificates as to Representations and Warranties.  A
-------------------------------------------------
certificate evidencing the reaffirmation of the truth and accuracy in all
material respects of all representations and warranties made in this
Agreement by Seller or Purchaser (as the case may be) in the respective
forms attached hereto as Exhibit V-1 and Exhibit V-2, shall be properly
-----------     -----------
executed and delivered by Seller and Purchaser into escrow, with such
modifications thereof as may be appropriate in light of any change in
circumstance since the Effective Date.

(o)    Surety Bond. A surety bond (the "Parking Bond") in the amount
-----------
of $382,556 for the benefit of the Village of Schaumburg to secure
Purchaser's obligations, as the owner of the Property, with respect to
replacing any parking affected by the IDOT Easement as described on Exhibit
-------
J-1 attached hereto, or evidence reasonably satisfactory to Seller that
---
Purchaser has satisfied the requirements of the Village of Schaumburg with
respect to the Parking Bond such that Seller may obtain the release of its
surety bond posted in connection with the parking areas affected by the
IDOT Easement.

(p)    Miscellaneous. Such other documents and instruments as the
-------------
parties may agree in writing and any other document or instruments that the
Escrow Agent may reasonably require shall be executed and/or delivered into
escrow.

Immediately following Closing, Seller shall deliver exclusive possession of the
Property (subject only to the right of Tenants under the Leases and the
Permitted Exceptions) and all keys to the Property (to the extent in the
possession of Seller or Property Manager) to Purchaser. Originals or, if
originals are not available, copies, of all Leases and Contracts, together with
all of the leasing and Property operating files and records (excluding any
Confidential Information) and other additional documents, if any, mutually
agreed to by Seller and Purchaser, to the extent in Seller's possession or under
its control, shall be held at the Property and delivered with possession of the
Property. Promptly following Closing, Purchaser shall be responsible for
delivering all Tenant Notices to Tenants and shall within five (5) business days
after Closing deliver copies thereof to Seller. Promptly following Closing,
Seller shall deliver all Contractor Notices to parties to the Contracts and
copies of terminations of the Other Contracts to the extent such terminations
are accomplished by Seller by written notice to the parties thereto and Seller
shall within five (5) business days after Closing deliver copies thereof to
Purchaser.

ARTICLE V
---------

REPRESENTATIONS AND WARRANTIES
------------------------------

Section 5.1 Representations and Warranties by Purchaser. Purchaser hereby
-------------------------------------------
makes the following representations and warranties for the benefit of Seller as
of the date hereof and the Closing Date, each of which representations and
warranties shall survive Closing for the Survival Period:

32

(a) Partnership/Corporate Status. Purchaser is a corporation duly
----------------------------
organized and validly existing under the laws of the State of Georgia and
is or at Closing will be in good standing and duly qualified to do business
in the States of Illinois.

(b) Power and Authority. Purchaser has full power and authority to
-------------------
enter into and perform this Agreement, the documents and certificates to be
executed and delivered by Purchaser pursuant hereto, and each and all of
the transactions contemplated hereby and thereby in accordance with the
terms hereof and thereof. Purchaser has by all necessary action, validly
authorized the execution, delivery and performance of this Agreement, the
documents and certificates to be executed and delivered by Purchaser in
connection herewith, and the transactions contemplated hereby and thereby
in accordance with the terms hereof and thereof, and the performance and
assumption by Purchaser of each and all of Purchaser's covenants,
obligations, liabilities and duties under and with respect to the Leases
and Contracts pursuant hereto in accordance with the respective terms
thereof. The individual(s) executing this Agreement, and each of the other
documents and certificates to be executed and delivered in connection
herewith, on behalf of Purchaser ("Authorized Signatories") is(are)
competent, duly appointed and authorized officer(s) and/or agents of, with
full legal capacity, power and authority, acting alone, to act on behalf of
and bind Purchaser in all respects.

(c) Agreement Binding. This Agreement and each of the documents and
-----------------
certificates executed or to be executed and delivered by Purchaser, and/or
the Authorized Signatories in connection herewith are, or will be when
executed and delivered, the legal, valid and binding obligations of and
enforceable against Purchaser in accordance with the terms hereof and
thereof.

(d) Actions Against Purchaser. Purchaser has no actual knowledge of
-------------------------
any action, proceeding, investigation or Insolvency Proceeding pending or
threatened in writing against Purchaser or any of the other Purchaser
Parties before any Governmental Authority which would affect or impair in
any respect Purchaser's ability to consummate the transactions contemplated
hereby.

(e) No Conflicting Orders. The execution, delivery and performance by
---------------------
Purchaser of this Agreement and each of the documents and certificates to
be executed and delivered by Purchaser pursuant hereto do not violate any
of the terms, conditions or provisions of any judgment, order, injunction
or decree of any Governmental Authority to which Purchaser is subject. No
consent, waiver or approval of any Person, which has not already been
obtained, is required in connection with the execution, delivery and
performance by Purchaser of this Agreement and each of the documents and
instruments to be executed and delivered by Purchaser pursuant hereto,
except as may be set forth in the Contracts or Leases.

(f) Solvency; No Fraudulent Conveyance. Purchaser is not Insolvent and
----------------------------------
will not become Insolvent as a result of entering into and consummating
this Agreement and the purchase of the Property, including the Leases and
Contracts, and the Obligations in accordance with the terms hereof, nor are
the transfers to be made hereunder or obligations incurred in connection
herewith made or incurred by Purchaser with any

33

intent to hinder, delay or defraud any creditors to which Purchaser is or
becomes indebted. Purchaser is not engaged in business or any transactions,
including the transactions contemplated hereunder, or about to engage in
any business or transactions, for which any remaining property of Purchaser
is unreasonably small capital, nor does Purchaser intend to incur or
believe that it will incur, debts that would be beyond its ability to pay
as such debts matured. Purchaser acknowledges that it is receiving new,
fair, reasonably equivalent value in exchange for the transfers and
obligations contemplated by this Agreement, and affirmatively represents
that its entry into this Agreement and consummation of the transactions
contemplated hereby does not constitute a fraudulent conveyance or
preferential transfer under the Bankruptcy Code or any other federal, state
or local laws affecting the rights of creditors generally.

Purchaser's representations and warranties in this Section 5.1 and Section
-----------     -------
7.22 below are expressly limited to and shall automatically be deemed to expire
----
and terminate on the date which is 270 days from the Closing Date ("Survival
Period"), except for claims for which Seller has given written notice as set
forth below prior to the expiration of the Survival Period, whereupon Seller
shall have the rights and remedies set forth in Article VI. Notwithstanding the
----------
foregoing, no rights or remedies shall be deemed to accrue on account of a
breach of any such representations or warranties unless and until: (1) Seller
shall have given Purchaser written notice specifying in reasonable detail any
alleged breach prior to the expiration of the Survival Period; and (2) Purchaser
shall have failed to cure (which may include bonding over a defect in a manner
reasonably agreed to by Seller) any breach within thirty (30) days, or such
longer period of time as is reasonable under the circumstances if such breach is
susceptible to cure, not to exceed one hundred and twenty (120) days after
receipt of notice from Seller, provided Purchaser is continuously and diligently
pursuing a cure of such breach. Notwithstanding anything in clause (2) to the
contrary, Purchaser shall not be entitled to the cure period provided in clause
(2) unless Purchaser provides Seller with notice of its intention to cure
("Purchaser's Cure Notice") within five (5) business days after receipt of
Seller's notice referred to in clause (1).

Section 5.2 Representations and Warranties by Seller. Seller hereby makes
----------------------------------------
the representations and warranties in Sections 5.2(a) through (m) for the
---------------------------
benefit of Purchaser as of the date hereof and the Closing Date. The Seller
representations and warranties in this Section 5.2 shall survive Closing for the
Survival Period:

(a)    Corporate Status. Seller is a limited liability company, duly
----------------
organized and validly existing under the laws of the State of Delaware and
is in good standing and licensed to do business under the laws of the State
of Delaware and Illinois.

(b)    Power and Authority. Seller has full power and authority to
-------------------
enter into and perform this Agreement, the documents and certificates to be
executed and delivered by Seller pursuant hereto, and each and all of the
transactions contemplated hereby and thereby in accordance with the terms
hereof and thereof. Seller has, by all necessary action, validly authorized
the execution, delivery and performance of this Agreement, the documents
and certificates to be executed and delivered by Seller in connection
herewith, and the transactions contemplated hereby and thereby in
accordance with the terms hereof and thereof, and the performance and
assignment by Seller of each and all of

34

Seller's covenants, obligations, liabilities and duties under and with
respect to the Leases and Contracts pursuant hereto in accordance with the
respective terms thereof. The individual(s) executing this Agreement, and
each of the other documents and certificates to be executed and delivered
in connection herewith, on behalf of Seller is(are) competent, duly
appointed and authorized officer(s) of Seller, with full legal capacity,
power and authority, acting alone, to act on behalf of and bind Seller in
all respects.

(c) Agreement Binding. This Agreement and each of the documents and
-----------------
certificates executed or to be executed and delivered by Seller in
connection herewith are, or will be when executed and delivered, the legal,
valid and binding obligations of and enforceable against Seller in
accordance with the terms hereof and thereof.

(d) Actions Against Seller. To Seller's knowledge, there is no action,
----------------------
proceeding, investigation or Insolvency Proceeding pending or threatened in
writing against Seller or any of the other Seller Parties before any
Governmental Authority relating to the Property or which would affect or
impair in any respect Seller's ability to consummate the transactions
contemplated hereby.

(e) Seller not a "Foreign Person." Seller is not a "foreign person"
----------------------------
within the meaning of Section 1445 of the Internal Revenue Code, as
amended, and the regulations promulgated thereunder, or Seller shall
otherwise comply with the provisions thereof.

(f) Solvency; No Fraudulent Conveyance. Seller is not Insolvent and
----------------------------------
will not become Insolvent as a result of entering into and consummating
this Agreement and the sale of the Property, including the Leases and
Contracts, and the Obligations in accordance with the terms hereof, nor are
the transfers to be made hereunder or obligations incurred in connection
herewith made or incurred by Seller with any intent to hinder, delay or
defraud any creditors to which Seller is or becomes indebted. Seller is not
engaged in business or any transactions, including the transactions
contemplated hereunder, or about to engage in any business or transactions,
for which any remaining property of Seller is unreasonably small capital,
nor does Seller intend to incur or believe that it will incur, debts that
would be beyond its ability to pay as such debts matured. Seller
acknowledges that it is receiving new, fair, reasonably equivalent value in
exchange for the transfers and obligations contemplated by this Agreement,
and affirmatively represents that its entry into this Agreement and
consummation of the transactions contemplated hereby does not constitute a
fraudulent conveyance or preferential transfer as to Seller under the
Bankruptcy Code or any other federal, state or local laws affecting the
rights of creditors generally.

(g) No Conflicting Orders. The execution, delivery and performance by
---------------------
Seller of this Agreement and each of the documents and certificates to be
executed and delivered by Seller pursuant hereto do not violate any of the
terms, conditions or provisions of any judgment, order, injunction or
decree of any Governmental Authority to which Seller is subject. No
consent, waiver or approval of any Person, which has not already been
obtained, is required in connection with the execution, delivery and

35

performance by Seller of this Agreement and each of the documents and
instruments to be executed and delivered by Seller pursuant hereto.

(h) Leases. To Seller's knowledge, Exhibit E attached hereto is a true and
------                         ---------
complete list of all Leases in effect as of the date thereof. To Seller's
knowledge, true and complete copies of the Leases (to the extent theretofore
executed) have been or will be delivered to Purchaser prior to the Due Diligence
Termination Date as set forth herein, or if executed after the Due Diligence
Termination Date, then at least three (3) business days prior to the Closing
Date. To Seller's knowledge, Exhibit Q attached hereto is a list of all security
---------
deposits (cash and non-cash) held by Seller for the Leases in effect as of the
date thereof. Except as set forth on Exhibit E, there are no other Leases or
---------
occupancy agreements affecting the Property, and to Seller's knowledge, except
as may be set forth on Exhibit E-1, neither Seller nor any Tenant is in default
-----------
under any of the Leases. To Seller's knowledge, all Lease-Up Costs as of the
Effective Date are listed on Exhibit X attached hereto. To Seller's knowledge,
---------
all commission agreements relating to Commissions due under any Leases in effect
as of the Effective Date are listed on Exhibit R attached hereto, and all
---------
Commissions payable thereunder prior to the Closing have been paid in full
(except as disclosed on Exhibit X).
---------

(i) Governmental Notices. Except as disclosed by the Litigation Schedule
--------------------
attached as Exhibit O ("Litigation Schedule"), to Seller's knowledge, Seller has
---------
not received, as of the date hereof, any written notices from any Governmental
Authority of any existing or pending investigation or inquiry by any
Governmental Authority or any remedial actions by any Governmental Authority
under, or any violations of any applicable law, statute, ordinance, rule,
regulation, order, determination of any Governmental Authority or judicial
court, or any restrictive covenant, deed restriction or zoning or building
ordinance or classification affecting the Property pertaining to health, public
safety, or the environment ("Environmental Laws"), which have not been complied
with in all material respects. Except as disclosed on the Litigation Schedule
and on Exhibit J attached hereto, to Seller's knowledge, Seller has not received
---------
any written notice of any existing, pending or threatened litigation (including,
without limitation, any condemnation or notice of condemnation) affecting or
related to the Property or any of the Leases. Notwithstanding the foregoing,
Purchaser acknowledges that the Illinois Department of Transportation has the
rights described on Exhibit J-1 attached hereto.
-----------

(j) Assignment of Leases. As of Closing, none of the landlord's interest in
--------------------
the Leases and none of the rents or other amounts payable thereunder to landlord
will be subject to any assignment (other than the Assignment of Leases to be
delivered by Seller at Closing), pledge, or other encumbrance created by Seller.

(k) Contracts. To Seller's knowledge, attached hereto as Exhibit P is a
---------                                            ---------
true and complete list of all Contracts entered into by or on behalf of Seller
with respect to the Property (including all Contracts relating to the payment of
Lease-Up Costs and all Contracts for the provision of services, materials or
supplies to the Property). To Seller's knowledge, true and complete copies of
all of the Contracts (to the extent theretofore executed) have been or will be
delivered to Purchaser or otherwise made available for

36

Purchaser's review as part of the Evaluation Materials. To Seller's
knowledge, there are no agreements or instruments in effect that grant to
any person or any entity any right, title, interest or benefit in or to any
part of the Property or any rights relating to use, management, leasing,
operation or repair of the Property which survive Closing or will be
binding on Purchaser after Closing other than the Leases, the Permitted
Exceptions and the Contracts disclosed on said Exhibit P.
---------

(l)    Employees. Seller has no employees to whom by virtue of such
---------
employment Purchaser will have an obligation after Closing.

(m)    Environmental. To Seller's knowledge, Seller has not received
-------------
any written notice from any Person of any uncured violation at the Property
of any applicable Environmental Laws.

References to the "knowledge" of Seller shall refer only to the current actual
knowledge of Richard Blum, an employee of Fifield Companies (the "Designated
Employee"), and shall not be construed, by imputation or otherwise, to refer to
the knowledge of Seller or any affiliate of Seller, to any property manager, or
to any other officer, agent, manager, representative or employee of Seller or
any affiliate thereof or to impose upon such Designated Employee any duty to
investigate the matter to which such actual knowledge, or the absence thereof,
pertains. Moreover, qualifying Seller's knowledge shall in no event give rise to
any personal liability on the part of Designated Employee on account of any
breach of any representation or warranty made by Seller herein.

If and to the extent a representation and warranty set forth in Section 5.2 (or
-----------
portion thereof) survives Closing, such representation or warranty (or portion
thereof) is expressly limited to and shall automatically be deemed to expire and
terminate upon the expiration of the Survival Period, except for claims for
which Purchaser has given written notice as set forth below prior to the
expiration of the Survival Period, whereupon Purchaser shall have the rights and
remedies set forth in Article VI. Notwithstanding the foregoing, no rights or
----------
remedies shall be deemed to accrue on account of a breach of any such
representations or warranties unless and until: (1) Purchaser shall have given
Seller written notice specifying in reasonable detail any alleged breach prior
to the expiration of the Survival Period; and (2) Seller shall have failed to
cure (which may include bonding over a defect in a manner reasonably agreed to
by Purchaser) any breach within thirty (30) days, or such longer period of time
as is reasonable under the circumstances if such breach is susceptible to cure,
not to exceed one hundred and twenty (120) days after receipt of notice from
Purchaser, provided Seller is continuously and diligently pursuing a cure of
such breach. Notwithstanding anything in clause (2) to the contrary, Seller
shall not be entitled to the cure period provided in clause (2) unless Seller
provides Purchaser with notice of its intention to cure ("Seller's Cure Notice")
within five (5) business days after receipt of Purchaser's notice referred to in
clause (1).

Section 5.3 Special Seller Representation and Warranty Regarding Bulk
---------------------------------------------------------
Sales. Seller hereby represents and warrants to Purchaser that Seller has paid
-----
and will continue to pay to the State of Illinois Department of Revenue any
taxes due from Seller pursuant to Section 902(d) of the Illinois Income Tax Act
(35 ILCS 5/902(d)). Seller's representation and warranty set forth in this
Section 5.3 shall survive for three (3) years after the Closing (and shall

37

thereafter terminate if no suit has been brought by Purchaser within said three
(3) year period) and Seller's obligations under this Section 5.3 shall not be
subject to the limitations on liability contained in Section 6.3 or Section 7.12
herein. FRC Windy Point and Travelers Windy Point hereby acknowledge that,
notwithstanding the terms and conditions of Section 7.12 herein, they shall be
jointly and severally liable with Seller to Purchaser in the event Seller
breaches the representation and warranty contained in this Section 5.3 and FRC
Windy Point and Travelers Windy Point have agreed to join in the execution of
this Agreement for the purpose of evidencing such obligation. If Seller at any
time delivers a clearance letter from the Illinois Department of Revenue
evidencing that there are no taxes due from Seller pursuant to Section 902(d) of
the Illinois Income Tax, then all of the obligations and liabilities of Seller,
FRC Windy Point and Travelers Windy Point under this Section 5.3 shall terminate
and be of no further force or effect.

ARTICLE VI
----------

DEFAULT REMEDIES
----------------

Section 6.1 By Purchaser. If prior to Closing, Purchaser breaches in any
------------
material respect any of its covenants, obligations, liabilities or duties
hereunder without such breach being cured within applicable notice and cure
periods, or in any documents or certificates executed and delivered by any of
the Purchaser Parties in connection herewith, or if any of Purchaser's
representations and warranties prove to be false in any material respect as of
the date deemed to be made, then Seller shall be entitled to elect one of the
following options: (a) terminate its obligation to sell and Purchaser's
obligation to purchase the Property and not proceed with Closing, whereupon
Seller shall be entitled to prompt receipt of the Earnest Money from Escrow
Agent pursuant to the Earnest Money Trust Agreement and/or Purchaser, as
applicable, and retain the Earnest Money as its sole and exclusive remedy and as
liquidated damages for Purchaser's breach of this Agreement, any and all other
claims for losses, damages, costs and expenses being deemed waived hereby,
provided however, the recovery of reasonable attorneys' fees (whether incurred
in connection with nonjudicial action, prior to trial or at trial, including any
proceedings under the Bankruptcy Code, excluding, however, any attorneys' fees
incurred on appeal) and expenses as hereinafter provided and any indemnification
obligations set forth in this Agreement shall not be limited hereby; or (b) in
the event Closing occurs, exercise the rights and remedies set forth in Section
-------
6.3. Further, in the event Seller elects not to proceed to Closing and receives
---
and retains the Earnest Money as provided herein, and because the actual damages
suffered by Seller as a result of such breach by Purchaser would be
impracticable or extremely difficult or impossible to determine, Purchaser and
Seller agree that the amount of the Earnest Money shall be the amount of damages
to which Seller is entitled in such event and that the amount of such liquidated
damages is reasonable and does not constitute a penalty. Upon full receipt of
the Earnest Money by Seller pursuant to (a) above, this Agreement, including the
purchase and sale obligations of Purchaser and Seller hereunder, shall be deemed
automatically terminated, and the parties shall have no further rights,
obligations or liabilities hereunder, provided however, the recovery of
reasonable attorneys' fees (whether incurred in connection with nonjudicial
action, prior to trial or at trial, including any proceedings under the
Bankruptcy Code, excluding, however, any attorneys' fees incurred on appeal) and
expenses as hereinafter provided and any indemnification obligations set forth
in this Agreement shall not be limited hereby. If Purchaser hinders, delays,
contests or interferes with Seller's receipt or retention of

38

the Earnest Money (or attempts to do any of the foregoing), then in any action
brought thereon, the prevailing party shall be entitled to recover reasonable
attorney's fees and expenses (whether incurred in connection with nonjudicial
action, prior to trial, at trial or on appeal or review, including any
proceedings under the Bankruptcy Code). If Seller is the prevailing party, such
amounts shall be in addition to retention of the Earnest Money, and if Purchaser
is the prevailing party, such amounts shall be in addition to the return of the
Earnest Money by Seller.

Section 6.2 By Seller. If prior to Closing, Seller breaches in any material
--------
respect any of its covenants, obligations, liabilities or duties hereunder
without such breach being cured within applicable notice and cure periods, or in
any documents or certificates executed and delivered by any of the Seller
Parties, or if any of Seller's representations and warranties prove to be false
in any material respect as of the date deemed to be made (collectively, a
"Seller Default"), Purchaser shall be entitled to elect one of the following
options: (a) terminate its obligations to purchase and Seller's obligations to
sell the Property and not proceed with Closing, whereupon Purchaser shall be
entitled to a prompt return of the Earnest Money from Escrow Agent (to the
extent actually paid by Purchaser) pursuant to the Earnest Money Trust Agreement
as its sole and exclusive remedy (except as may be expressly set forth herein,
including, without limitation, the last sentence of this Section 6.2), any and
-----------
all other claims for losses, damages, costs and expenses being deemed waived
hereby; provided however, the recovery of reasonable attorneys' fees (whether
incurred in connection with nonjudicial action, prior to trial or at trial,
including any proceedings under the Bankruptcy Code, excluding, however, any
attorneys' fees incurred on appeal) and expenses as hereinafter provided and any
indemnification obligations set forth in this Agreement shall not be limited
hereby; (b) seek specific performance of Seller's obligation to sell the
Property, and if the Purchaser prevails in obtaining such specific performance,
Purchaser shall be entitled to recover its reasonable legal fees and costs
actually incurred in obtaining the decree for specific performance (at trial but
not on appeal) and otherwise Seller shall be entitled to recover its reasonable
legal fees and costs in connection therewith; or (c) proceed with Closing and in
the event Closing occurs, exercise the rights and remedies set forth in Section
-------
6.3; provided, however, that Section 6.3 shall not apply to, and Seller shall
---                          -----------
have no liability (other than as provided in clauses (a) and (b) above and the
last sentence of this Section 6.2) for any breach of Seller's representations
-----------
and warranties which are known to Purchaser prior to Closing. Notwithstanding
the foregoing, if there is a Seller Default and as a result thereof, Purchaser
elects to seek specific performance and Purchaser is unable to obtain a judgment
for specific performance of Seller's obligation to sell the Property, Purchaser
shall thereafter be entitled to the remedy set forth in clause (a) above. If
Seller hinders, delays, contests or interferes with Purchaser's receipt or
retention of the Earnest Money pursuant to (a) above (or attempts to do any of
the foregoing), then in any action brought thereon, the prevailing party shall
be entitled to recover reasonable attorney's fees and expenses (whether incurred
in connection with nonjudicial action, prior to trial, at trial or on appeal or
review, including any proceedings under the Bankruptcy Code. The prevailing
party in any such action for damages, or in the event Purchaser must pursue an
action to recover the Earnest Money, shall be entitled to recover reasonable
attorney's fees and expenses (whether incurred in connection with nonjudicial
action, prior to trial, at trial or on appeal or review, including any
proceedings under the Bankruptcy Code). Notwithstanding anything contained
herein to the contrary, if this Agreement is terminated pursuant to clause (a)
above due to an intentional breach by Seller in any material respect of any of
its covenants hereunder or if Seller knowingly and intentionally caused one of
Seller's representations and warranties to be false in any material

39

respect, or if Seller's intentional action makes it impossible to enforce
specific performance, then Seller shall reimburse Purchaser for the actual,
out-of-pocket third party costs (not to exceed $100,000) incurred by Purchaser
in connection with this transaction which are directly related to Purchaser's
due diligence regarding the condition of the Property and Purchaser's reasonable
attorneys' fees in connection with the negotiation of this Agreement (but
excluding any loan commitment or related fees paid by Purchaser), to the extent
such costs are evidenced to Seller's reasonable satisfaction.

Section 6.3 Post-Closing Defaults. If, following Closing, any party hereto
---------------------
breaches any of its covenants, obligations, liabilities, indemnities or duties
hereunder (other than the obligations of Purchaser and Seller contained in
Section 3.3, the obligations of Seller pursuant to the Bulk Sale Indemnity and
the obligations of Seller contained in Section 5.3), or in any documents or
certificates executed and delivered by it, or if any of its representations and
warranties which survive Closing prove to be false in any material respect as of
the date deemed to be made (subject to the limitations in Section 6.2 above),
-----------
the other party shall be entitled to recover from such defaulting party any and
all damages (excluding any special, consequential and/or lost profit damages and
subject to the limitations set forth in Sections 5.2, 6.1 and 6.2), costs and
-------------------------
expenses, including reasonable attorneys' fees (whether incurred in connection
with nonjudicial action, prior to trial or at trial, including any proceedings
under the Bankruptcy Code, excluding, however, any attorneys' fees incurred on
appeal) and expenses suffered or incurred by such other party as a result of
such breach subject to the conditions contained herein. Notwithstanding the
foregoing, neither party shall have liability to the other party for a breach of
any of its covenants, obligations, liabilities, indemnities or duties hereunder,
or in any documents or certificates executed and delivered by it, or if any of
its representation or warranties which survive Closing are false in any material
respect as of the date deemed to be made (a) unless the valid claims for all
such breaches collectively aggregate more than Fifty Thousand and No/100 Dollars
($50,000.00) in which event the full amount of such valid claims shall be
actionable up to, but not in excess of, Seven Hundred Fifty Thousand and No/100
Dollars ($750,000.00), and (b) unless written notice containing a description of
the specific nature of such breach shall have been given by the claiming party
to the other party prior to the expiration of the Survival Period and an action
shall have been commenced by the claiming party against the other party within
sixty (60) days after (a) the Survival Period or (b) if Seller has delivered to
Purchaser Seller's Cure Notice, or if Purchaser has delivered to Seller
Purchaser's Cure Notice, the expiration of the cure period as provided in
Section 5.1 and Section 5.2 hereof,.

Section 6.4 General Provisions. All rights and remedies in favor of the
------------------
parties in this Agreement are the sole and exclusive rights and remedies
available to the parties and exclusive of any other rights and remedies
available at law or in equity. The rights and remedies in favor of the parties
hereunder are cumulative and may be exercised successively or concurrently as
determined by such parties in their sole discretion, except as otherwise
provided herein to the contrary (including in Sections 5.2, 6.1 and 6.2). Except
-------------------------
as provided herein to the contrary, the exercise of any one right or remedy
shall not be a waiver of the right to exercise at the same time or thereafter
any other right or remedy and no delay in exercising or failing to exercise any
rights or remedies hereunder (subject to the limitations set forth herein) shall
constitute, or be deemed to constitute, a waiver of the right to exercise any
such rights or remedies at any time thereafter or a release, satisfaction or
discharge of the terms hereof, all such rights and remedies remaining
continuously in force. This Article VI, including without limitation, the
----------
liquidated damages

40

provisions and waivers set forth in Sections 6.1 and 6.2, shall not limit or
--------------------
impair in any way, and shall be in addition to, the rights and remedies any
party hereto may have by virtue of any specific indemnities granted herein
(including Sections 2.4, 2.7, 7.1, 7.11, and 7.17) or in any documents or
--------------------------------------
certificates executed and delivered by any of the parties to the other.

ARTICLE VII
-----------

MISCELLANEOUS
-------------

Section 7.1 Assignment. Purchaser hereby acknowledges Purchaser shall not
----------
have any right to assign this Agreement or any of its rights or obligations
hereunder (including any representations and warranties included herein) without
the prior written consent of Seller, which consent may be withheld, conditioned
or delayed in Seller's sole and absolute discretion, except as hereinafter
provided. Any assignment or attempted assignment by Purchaser of this Agreement
or Purchaser's rights and obligations hereunder, except in strict accordance
with the terms of this Section 7.1, shall constitute a breach by Purchaser under
-----------
this Agreement and shall entitle Seller to exercise any and all of its rights
and remedies hereunder. Seller will consent to a one time only assignment by
Purchaser of this Agreement and its rights and benefits hereunder, prior to
Closing, to any Person which is owned or controlled, directly or indirectly, by
Purchaser or any of its equity holders, subsidiaries or affiliates, and/or to
any Person which owns or controls, directly or indirectly, Purchaser or any of
its equity holders, subsidiaries or affiliates, any Person that may succeed to
the interests of Purchaser by merger, consolidation or other business
combination, or any Person who acquires all or substantially all of Purchaser's
assets or any of its equity holders, affiliates or subsidiaries or to Wells
Operating Partnership, L.P., a Delaware limited partnership, or to any
partnership having Purchaser or Wells Operating Partnership, L.P. as a direct or
indirect general partner thereof, provided that as a condition precedent to the
effectiveness of and prior to any such assignment: (a) Purchaser shall give
Seller at least three (3) business days' prior written notice of its intent to
assign this Agreement; and (b) Purchaser and such assignee shall have executed
and delivered to Seller an amendment to this Agreement, in the form attached
hereto as Exhibit AA, wherein the assignee expressly assumes and agrees to pay
----------
and perform all of the Purchaser's covenants, representations, warranties,
obligations and liabilities hereunder (whether arising prior or subsequent to
such assignment) and under all documents and certificates executed and delivered
or to be executed and delivered by the Purchaser or such permitted assignee in
connection herewith, and Purchaser agrees to remain jointly and severally liable
with such assignee for the payment and performance of all of such covenants,
obligations, liabilities, representations and warranties. Any assignment or
other Transfer, or attempted or purported assignment or other Transfer, by
Purchaser of this Agreement, or any of its rights and benefits hereunder, shall
be NULL AND VOID, unless made with the prior written consent of Seller and
strictly in accordance with the terms hereof. Any such permitted assignee shall
be deemed the "Purchaser" for all purposes hereunder from and after the
assignment by Purchaser of this Agreement and its rights, benefits and
obligations in accordance with the terms hereof; provided, however, the original
named Purchaser herein shall remain jointly and severally liable after such
assignment with its permitted assignee for the performance of all covenants,
obligations, duties, liabilities, representations and warranties of Purchaser
under this Agreement and all documents and certificates executed and delivered
or to be executed and delivered by Purchaser or its permitted assignee in
connection herewith.

41

Section 7.2 Notices. All notices, demands, requests and other
-------
communications required hereunder shall be in writing and shall be deemed to
have been given and/or received: (a) upon delivery if personally delivered; (b)
three (3) days after deposit in the United States Mail when delivered, postage
pre-paid, by certified or registered mail; (c) the next business day after
deposit with a nationally recognized overnight delivery service marked for
delivery on the next business day; or (d) as of the date of facsimile
transmission provided that an original of such facsimile is also sent to the
intended addressee by means described in clauses (a), (b) or (c) above;
addressed to the party for whom it is intended at its address hereinafter set
forth:

(a)  If to Seller, FRC Windy     Windy Point of Schaumburg, LLC
Point, Travelers Windy      c/o Fifield Companies
Point or Fifield Realty:    20 North Wacker Drive, Suite 3200
Chicago, Illinois 60606
Attn: Mr. Richard Blum
Facsimile: (312) 855-1719

With a copy to:             The Travelers Insurance Company
190 South LaSalle Street, Suite 2740
Chicago, Illinois 60603
Attn: Mr. Thomas B. Karbowski
Facsimile: (312) 917-3636

With a copy to:             (for overnight delivery):

The Travelers Insurance Company
c/o Citigroup Global Investments
242 Trumbull Street - 7TS
Hartford, Connecticut 06103
Attn: Ellen N. Derrig, Esq.
Facsimile: (860) 954-2620

(for regular U.S. mail delivery):

The Travelers Insurance Company
c/o Citigroup Global Investments
P.O. Box 150449
Hartford, Connecticut 06115-0449
Attn: Ellen N. Derrig, Esq.

With a copy to:             Piper Marbury Rudnick & Wolfe
203 North LaSalle Street, Suite 1800
Chicago, Illinois 60601
Attn: Alison Mitchell, Esq. and Grace Poe, Esq.
Facsimile: (312) 236-7516

42

(b)  If to Purchaser:      Wells Capital, Inc.
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
Attn: Mr. Michael C. Berndt
Facsimile: (770) 200-8199

With a copy to:            Troutman Sanders LLP
Bank of America Plaza, Suite 5200
600 Peachtree Street N.E.
Atlanta, Georgia 30308-2216
Attn: John W. Griffin, Esq. and Leslie Fuller
Secrest, Esq.
Facsimile: (404) 962-6577 (Griffin)
(404) 962-6678 (Secrest)

Any party may designate a change of address by written notice to the other,
given at least ten (10) days before such change of address is to become
effective.

Section 7.3 No Third Party Beneficiary. The provisions of this Agreement
--------------------------
are solely for the benefit of Purchaser and Seller, and their successors and
permitted assigns. No provision of this Agreement or of any of the documents and
certificates executed in connection herewith shall be construed as creating in
any Person other than Purchaser and Seller, and their successors and permitted
assigns, any rights of any nature whatsoever.

Section 7.4 Successors and Assigns. Subject to the provisions of Sections
----------------------                               --------
7.1 and 7.3, all of the terms, covenants and conditions contained herein and in
-----------
the other documents and certificates executed in connection herewith shall apply
to and be binding upon, and inure to the benefit of, the successors and
permitted assigns of Purchaser and Seller, respectively.

Section 7.5 Severability. If any provision in this Agreement is found by a
------------
court of competent jurisdiction to be in violation of any applicable law, and if
such court should declare such provision of this Agreement to be unlawful, void,
illegal or unenforceable in any respect, the remainder of this Agreement shall
be severable, and the rights, obligations and interests of the parties hereto
under the remainder of this Agreement shall continue in full force and effect.
To the extent permitted by applicable law, the parties hereto waive any
provision of law which prohibits or renders void or unenforceable any provision
hereof. If the invalidity of any part or provision of this Agreement shall
deprive any party of the economic benefit intended to be conferred by this
Agreement, the parties shall negotiate, in good faith, to develop a structure,
the economic effect of which is nearly as possible the same as the economic
effect of this Agreement without regard to such invalidity.

Section 7.6 Modification. This Agreement and the terms hereof may not be
------------
changed, waived, modified, canceled, discharged or terminated orally, but only
by an instrument or instruments in writing signed by Purchaser and Seller.

43

Section 7.7  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
-------------
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
ILLINOIS, EXCLUDING CONFLICTS OF LAW PRINCIPLES.

Section 7.8  Consent to Jurisdiction. Each of Purchaser and Seller hereby
-----------------------
consents to the exercise of personal jurisdiction over it by the federal court
in the Northern District of Illinois or any state circuit or district courts in
Cook County, and consents to the laying of venue in any such federal or state
courts.

Section 7.9  Headings. The Article headings and the Section and Subsection
---------
titles hereof are inserted for convenience of reference only, are not intended
to modify the terms hereof, and shall not be construed in any way to limit or
define the content, scope or intent of the provisions hereof.

Section 7.10 Entire Agreement. This Agreement and the Exhibits hereto, each
----------------
of which is incorporated herein by this reference, together with the documents
and certificates executed and delivered in connection herewith set forth the
entire agreement between Purchaser and Seller relating to the transactions
contemplated hereby, and all prior or contemporaneous agreements,
understandings, representations or statements, oral or written, are superseded
hereby and thereby.

Section 7.11 Broker. Purchaser hereby represents and warrants to Seller
------
that it has not engaged any finder, broker or other agent with respect to any of
the transactions described by this Agreement or otherwise relating to the
acquisition of all or any portion of the Property, other than Broker whose
commission shall be paid by Seller under a separate agreement between Seller and
Broker in accordance with the terms thereof, and none of the Purchaser Parties
shall assert any claims against any of the Seller Parties or the Property (or
any portion thereof) for any brokerage or sales commissions, finder's fees,
consultant's fees or any other similar fees or compensation of any kind or
nature whatsoever, irrespective of the termination of this Agreement and whether
or not Closing occurs hereunder. Seller hereby represents and warrants to
Purchaser that it has not engaged any finder, broker or other agents with
respect to any of the transactions described by this Agreement or otherwise
relating to the sale of all or any portion of the Property, other than Broker,
and none of the Seller Parties shall assert any claims against the Purchaser
Parties for any brokerage or sales commissions, finder's fees, consultant's fees
or any other similar fees or compensation of any kind or nature whatsoever,
irrespective of the termination of this Agreement and whether or not the Closing
occurs hereunder. Purchaser hereby covenants and agrees to indemnify, defend and
hold harmless the Seller, and Seller covenants and agrees to indemnify, defend
and hold harmless the Purchaser, from and against any and all liability, damage
(including special and consequential), loss, lien, expense, suit and claim
(including attorneys' fees and expenses at the trial level) caused by or arising
out of: (a) a breach of the aforesaid representations and warranties of the
indemnifying party; and/or (b) any claims for any brokerage or sales
commissions, finder's fees, consultant's fees or any other similar fees or
compensation of the indemnifying party or any person claiming to have dealt
with, on behalf of, through or under such indemnifying party.

44

Section 7.12 No Personal/Joint Liability. This Agreement and all documents,
---------------------------
agreements, understandings and arrangements relating hereto and to the
transactions contemplated hereby have been negotiated, executed and delivered on
behalf of Seller and Purchaser by their respective partners and/or officers in
their representative capacities and not individually, and bind only the assets
of Seller and Purchaser (including any assignee), respectively, and no officer,
director, employee, partner (including, without limitation, General Partner),
agent or shareholder of either the Seller Parties or Purchaser Parties shall be
bound or held to any personal liability or responsibility in connection with the
agreements, obligations and undertakings of Seller or Purchaser, as the case may
be, hereunder. Any Person dealing with Seller and/or Purchaser in connection
herewith shall look solely to the assets of Seller and Purchaser (including any
assignee), respectively, for the payment of any claim or for the performance of
any of its agreements, obligations or undertakings hereunder. Each party
acknowledges and agrees that each agreement and other document executed by the
other party in accordance with or in respect of this Agreement and the
transactions contemplated hereby shall be deemed and treated to include in all
respects and for all purposes the provisions of this Section 7.12.
------------
Notwithstanding the foregoing, the limitation on liability contained in this
Section 7.12 shall not apply with respect to Seller's obligations contained in
------------
Section 5.3 or the Bulk Sale Indemnity.
-----------

Section 7.13 Survival. All representations and warranties (subject to the
--------
limitations in Section 5.1, 5.2 and 5.3), covenants, obligations, indemnities
------------------------
and provisions of this Agreement shall survive the Closing of the transactions
contemplated hereby and/or termination of this Agreement.

Section 7.14 Waiver of Trial by Jury. SELLER AND PURCHASER HEREBY WAIVE
-----------------------
TRIAL BY JURY IN ANY ACTION BROUGHT ON, UNDER OR BY VIRTUE OF OR RELATING IN ANY
WAY TO THIS AGREEMENT OR ANY OF THE DOCUMENTS OR CERTIFICATES EXECUTED IN
CONNECTION HEREWITH, OR ANY CLAIMS, DEFENSES, RIGHTS OF SET-OFF OR OTHER ACTIONS
PERTAINING HERETO OR THERETO.

Purchaser's Initials: /s/ [ILLEGIBLE]  Seller's Initials: /s/ [ILLEGIBLE]

Section 7.15 Time Is of Essence. TIME IS OF THE ESSENCE under this
------------------
Agreement, each and all of the other documents and certificates executed in
connection herewith, and each and every term, covenant, condition and provision
hereof and thereof.

Section 7.16 Effective Date. Notwithstanding the fact that this Agreement
--------------
may have been executed on a date prior or subsequent thereto, this Agreement
shall be deemed effective on the date on which each and all of the following
conditions precedent to effectiveness are satisfied (but not prior thereto): (a)
Purchaser shall have executed and delivered this Agreement to Seller and the
Earnest Money Trust Agreement to Escrow Agent and Seller; (b) concurrently with
the execution and delivery by Purchaser of this Agreement and the Earnest Money
Trust Agreement, the Earnest Money shall have been deposited and paid in full in
accordance with the provisions of Section 3.1(a); and (c) Seller shall have
--------------
executed and delivered this Agreement and the Earnest Money Trust Agreement to
Purchaser and Escrow Agent. Any calculation of time periods within which
Purchaser or Seller must act or respond which refer in any way to the date

45

of this Agreement shall mean and refer to the Effective Date and not the date
set forth on the first page hereof. Each party agrees to confirm in writing,
upon request, the Effective Date hereof.

Section 7.17 No Recording. Purchaser and Seller hereby agree that neither
------------
this Agreement nor any memorandum hereof shall be recorded. Each party hereby
agrees to indemnify and hold harmless the other for all liabilities, losses,
damages, liens, suits, claims, costs and expenses (including reasonable
attorneys' fees) incurred by the other by reason of a breach of the foregoing
covenant.

Section 7.18 Informed Consent. Each of Purchaser and Seller hereby
----------------
acknowledges for the benefit of the other that: (a) it has thoroughly read and
reviewed the terms and provisions of this Agreement and each of the other
documents and certificates to be executed in connection herewith and is familiar
with same; (b) the terms and provisions hereof and thereof are clearly
understood and have been fully consented to; (c) it has had the full benefit and
advice of counsel of its own selection, in regard to understanding the terms and
provisions hereof and thereof, the meaning and effect of this Agreement and each
of the other documents and certificates to be executed in connection herewith,
and otherwise as desired; and (d) all such documents have been entered into
freely, voluntarily, in good faith, with full knowledge of the consequences
thereof and without duress.

Section 7.19 Further Assurances. Seller and Purchaser hereby agree, upon
------------------
reasonable request of the other party, to do, execute, acknowledge and deliver,
or to cause to be done, executed, acknowledged and delivered, all such further
acts and instruments as may be reasonably required to effectuate the
transactions contemplated hereby. All costs and expenses incurred by either
party in connection with this Section shall be paid by the party making the
request pursuant hereto.

Section 7.20 Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall constitute an original and all of which
together shall constitute but one original. This Agreement shall not be
effective unless and until executed and delivered by Purchaser and Seller in one
or more counterparts.

Section 7.21 WAIVER OF CONSUMER PROTECTION/DECEPTIVE TRADE PRACTICES ACTS.
------------------------------------------------------------
PURCHASER HEREBY REPRESENTS AND WARRANTS TO SELLER THAT: (I) IT SEEKS TO ACQUIRE
AND WILL BE ACQUIRING THE PROPERTY, INCLUDING THE LEASES AND CONTRACTS, AND
OBLIGATIONS FOR COMMERCIAL PURPOSES ONLY, AND NOT FOR PERSONAL, FAMILY OR
HOUSEHOLD PURPOSES; (II) PURCHASER IS EXPERIENCED AND HAS PREVIOUSLY ENGAGED IN
THE ACQUISITION OF PROPERTY AND OTHER TRANSACTIONS OF THE TYPE CONTEMPLATED
HEREUNDER; AND (III) NEITHER THIS AGREEMENT NOR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREUNDER, INCLUDING THE PURCHASE AND SALE OF THE PROPERTY,
INCLUDING THE LEASES AND CONTRACTS, AND OBLIGATIONS, IS A CONSUMER TRANSACTION
AND/OR GOVERNED, OR INTENDED TO BE GOVERNED, BY ANY CONSUMER PROTECTION, UNFAIR
OR DECEPTIVE, TRADE OR CONSUMER FRAUD ACTS IN THE JURISDICTION IN WHICH THE
PROPERTY IS LOCATED OR TO WHICH THIS AGREEMENT IS SUBJECT, AND

46

PURCHASER HEREBY WAIVES UNCONDITIONALLY AND IRREVOCABLY ALL RIGHTS, BENEFITS,
PROTECTIONS, REMEDIES AND OTHER PROVISIONS THEREOF AND THEREUNDER.

Section 7.22 Securities Acknowledgments. Purchaser, for itself and each of
--------------------------
the Purchaser Parties, hereby represents and acknowledges the following to the
actual knowledge of Purchaser:

(a)     notwithstanding any Information, cooperation or assistance of
any kind by any of the Seller Parties from time to time, none of the Seller
Parties is intended to be or shall be construed as a party to or a
participant in any transaction entered into by Purchaser in connection with
any Transfer or Financing entered into by the Purchaser Parties of or for
any of the Property or any Securities in or relating to any of the
foregoing, which Financing, Transfer and/or Securities transactions are
acknowledged to be, insofar as the Seller Parties are concerned, for the
sole benefit of Purchaser and/or the other Purchaser Parties; and,

(b)     none of the Seller Parties shall have any disclosure, other
responsibilities or Liabilities in connection with any Transfer or
Financing entered into by the Purchaser Parties of or for any of the
Property or any Securities in or relating to any of the foregoing,
including the completeness or accuracy of any Information and any decisions
to include or exclude any Information, or any inclusion or failure to
include any other information, in any offering materials prepared, used or
disseminated in connection with any of the foregoing. Nothing herein is
intended to diminish or eliminate either party's express representations
and warranties to the other party set forth in this Agreement or in the
Conveyancing Documents.

Section 7.23 Public Disclosure. Prior to and after the Closing, any release
-----------------
to the public of information with respect to the sale contemplated herein or any
matters set forth in this Agreement, other than any filings which Purchaser is
required by Securities Laws to make with the Securities and Exchange Commission,
will be made only in the form approved by Purchaser and Seller which approval
shall not be unreasonably withheld, conditioned or delayed. The provisions of
this Section 7.23 will survive the Closing or any termination of this Agreement.

Section 7.24 Letter of Understanding. Purchaser and Seller acknowledge and
-----------------------
agree that certain letter of understanding dated October 17, 2001 and all prior
and subsequent letters or expressions of intent between Seller and Purchaser (or
Broker) are hereby deemed terminated, of no further force and effect, and
superseded by the terms of this Agreement.

Section 7.25 Like Kind Exchange. Seller, at its option, may elect to use
------------------
the proceeds for the sale of the Property to purchase a replacement property as
part of a like-kind exchange under Section 1031 of the Internal Revenue Code of
1986, as amended. If Seller desires to sell the Property as part of such a
like-kind exchange, Seller shall notify Purchaser no later than two (2) business
days prior to the Closing Date. Provided Seller has so notified Purchaser,
Purchaser agrees to cooperate with Seller to effect the like-kind exchange
contemplated hereunder and to execute and deliver all documents which reasonably
may be required to effectuate such exchange as a qualified transaction pursuant
to Section 1031 of the Code, including, without limitations,

47

documents evidencing Purchaser's consent to one (1) or more assignments of this
Agreement; provided that: (i) the Closing shall not be delayed; (ii) Purchaser
incurs no additional cost or liability in connection with the like-kind
exchange; (iii) Seller pays all costs associated with the like-kind exchange;
and (iv) Purchaser is not obligated to take title to any other property.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

48

IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first written above.

PURCHASER:
---------

WELLS CAPITAL, INC., a Georgia corporation

By: /s/ Leo F. Wells
--------------------------------------
Name:  LEO F. WELLS
-------------------------------
Title: PRESIDENT
-------------------------------

SELLER:
------

WINDY POINT OF SCHAUMBURG, LLC,
a Delaware limited liability company

By: FRC Windy Point L.L.C., an Illinois
limited liability company, its member

By: /s/ Steven D.Fifield
----------------------------------
Name:  Steven D. Fifield
-------------------------------
Title: Managing Member
-------------------------------

49

JOINDER
-------

Each of the undersigned parties hereby joins in the execution of this
Agreement for Purchase and Sale (this "Agreement") for the purpose of binding
itself on a joint and several basis with one another and on a joint and several
basis with Seller to all of the obligations of Seller, FRC Windy Point and
Travelers Windy Point contained in Section 5.3 of this Agreement.

FRC WINDY POINT:
----------------

FRC WINDY POINT L.L.C., an Illinois limited
liability company

By: /s/ Steven D. Fifield
-------------------------------------------
Name:  Steven D. Fifield
------------------------------------
Title: Managing Member
------------------------------------

TRAVELERS WINDY POINT:
----------------------

TRAVELERS SCHAUMBURG WINDY POINT, LLC,
a Delaware limited liability company

By: /s/ Thomas B. Karbowski
-------------------------------------------
Name:  Thomas B. Karbowski
----------------------------------------
Title: Vice President
----------------------------------------

50

EXHIBIT A
---------

LEGAL DESCRIPTION OF PROPERTY
-----------------------------

Parcel 1:
---------

Lot 1 in Windy Point of Schaumburg in Section 12, Township 41 North Range 10,
East of the Third Principal Meridian, according to the plat thereof recorded as
document number 99137488, in Cook County, Illinois.

Parcel 2:
---------

Lot 2 in Windy Point of Schaumburg in Section 12, Township 41 North Range 10,
East of the Third Principal Meridian according to the plat thereof recorded as
document number 99137488, in Cook County, Illinois.

Parcel 3:
---------

Easements for ingress and egress, utilities, storm drainage, parking and signage
for the benefits of parcels 1 and 2 aforesaid as set forth in the Declaration of
Covenants, Conditions, Restrictions, Reciprocal Rights and Easements for Windy
Point of Schaumburg Subdivision recorded February 9, 1999, as document number
99137489.

A-1

EXHIBIT 10.115

LEASE AGREEMENT WITH TCI GREAT LAKES, INC.
FOR A PORTION OF WINDY POINT I BUILDING

WINDY POINT OF SCHAUMBURG

OFFICE LEASE

BETWEEN

WINDY POINT OF SCHAUMBURG L.L.C.
as Landlord

AND

TCI GREAT LAKES, INC.
as Tenant

Dated: July 29, 1999

TABLE OF CONTENTS
-----------------

1.   DEMISE AND TERM.................................................   2

2.   RENT............................................................   2
A.   Definitions................................................   2
-----------
B.   Components of Rent.........................................   4
------------------
C.   Payment of Rent............................................   4
---------------

3.   USE.............................................................   6

4.   CONDITION OF PREMISES...........................................   7
A.   Initial Condition..........................................   7
-----------------
B.   Americans With Disabilities Act............................   7
-------------------------------

5.   BUILDING SERVICES...............................................   8
A.   Basic Services.............................................   8
--------------
B.   Electricity................................................   8
-----------
C.   Telephones.................................................   9
----------
D.   Additional Services........................................   9
-------------------

E.   Failure or Delay in Furnishing Services....................  10
---------------------------------------

6.   RULES AND REGULATIONS...........................................  10

7.   CERTAIN RIGHTS RESERVED TO LANDLORD.............................  11

8.   MAINTENANCE AND REPAIRS.........................................  11
A.   Tenant's Obligations.......................................  11
--------------------
B.   Landlord's Obligations.....................................  12
----------------------

9.   ALTERATIONS.....................................................  12
A.   Requirements...............................................  12
------------
B.   Liens......................................................  13
-----

10.  INSURANCE.......................................................  14

11.  WAIVER AND INDEMNITY............................................  15
A.   Tenant's Waiver............................................  15
---------------
B.   Tenant's Indemnity.........................................  15
------------------
C.   Landlord's Waiver..........................................  15
-----------------
D.   Landlord's Indemnity.......................................  16
--------------------

12.  FIRE AND CASUALTY...............................................  16

i

13.  CONDEMNATION.....................................................  17
A.   Notice of Taking............................................  17
----------------
B.   Total Taking................................................  17
------------
C.   Partial Taking..............................................  17
---------------
D.   Temporary Taking............................................  18
----------------
E.   Distribution of the Award...................................  18
-------------------------

14.  ASSIGNMENT AND SUBLETTING........................................  18
A.   Landlord's Consent..........................................  18
------------------
B.   Standards for Consent.......................................  19
---------------------
C.   Recapture...................................................  20
---------
D.   Permitted Occupancies.......................................  20
---------------------

15.  SURRENDER........................................................  20

16.  DEFAULTS AND REMEDIES............................................  21
A.   Default. ...................................................  21
-------
B.   Right of Re-Entry...........................................  21
-----------------
C.   Reletting...................................................  22
---------
D.   Termination of Lease........................................  22
--------------------
E.   Other Remedies..............................................  22
--------------
F.   Bankruptcy..................................................  22
----------
G.   Waiver of Trial by Jury.....................................  23
-----------------------
I.   Landlord's Default..........................................  23
------------------
J.   Tenant's Special Remedy.....................................  23
-----------------------

17.  HOLDING OVER.....................................................  24

18.  [INTENTIONALLY DELETED]..........................................  24

19.  [INTENTIONALLY DELETED]..........................................  24

20.  ESTOPPEL CERTIFICATES............................................  24

21.  SUBORDINATION....................................................  25

22.  QUIET ENJOYMENT..................................................  25

23.  BROKER...........................................................  25

24.  NOTICES..........................................................  26

ii

25.   MISCELLANEOUS.......................................................  26
A.   Successors and Assigns.........................................  26
----------------------
B.   Entire Agreement...............................................  26
----------------
C.   Time of Essence................................................  26
---------------
D.   Execution and Delivery.........................................  26
----------------------
E.   Severability...................................................  26
------------
F.   Governing Law..................................................  27
-------------
G.   Attorneys' Fees................................................  27
---------------
H.   [Intentionally Deleted]........................................  27
-----------------------
I.   Joint and Several Liability....................................  27
---------------------------
J.   Force Majeure..................................................  27
-------------
K.   Captions.......................................................  27
--------
L.   No Waiver......................................................  27
---------
M.   No Recording...................................................  27
------------
N.   Limitation of Liability........................................  27
-----------------------

26.   EXPANSION OPTIONS...................................................  28
A.   Option Spaces..................................................  28
-------------
B.   Pre-Commencement Second Floor Expansion Option.................  28
----------------------------------------------
C.   Post-Commencement Second Floor Expansion Option................  28
-----------------------------------------------
D.   Second Floor Expansion Option Terms............................  29
-----------------------------------
E.   Fifth Floor Expansion Option...................................  29
----------------------------
F.   Terms..........................................................  31
-----
G.   Amendment......................................................  32
---------
H.   Termination....................................................  32
-----------

27.   RIGHTS OF FIRST REFUSAL TO LEASE SPACE..............................  32
A.   Right of First Refusal.........................................  32
----------------------
B.   Terms..........................................................  33
-----
C.   Amendment......................................................  34
---------
D.   Termination....................................................  34
-----------

28.   RIGHTS OF FIRST OPPORTUNITY TO LEASE SPACE..........................  35
A.   ROFO Space.....................................................  35
----------
B.   Right of First Opportunity.....................................  35
--------------------------
C.   Terms..........................................................  36
-----
D.   Amendment......................................................  37
---------
E.   Termination....................................................  37
-----------

29.   PARKING.............................................................  38

30.   SIGNAGE.............................................................  38

iii

31.  RIGHT OF FIRST REFUSAL TO PURCHASE BUILDING ...................................    39

32.  RENEWAL OPTIONS ...............................................................    40
A.   First Renewal Option .....................................................    40
--------------------
B.   Second Renewal Option ....................................................    40
---------------------
C.   Terms ....................................................................    41
-----
D.   Staggered Terms ..........................................................    41
---------------
E.   Amendment ................................................................    42
---------
F.   Termination ..............................................................    42
-----------

33.  TERMINATION OPTION ............................................................    42
A.   Termination Option .......................................................    42
------------------
B.   Terms ....................................................................    43
-----
C.   Termination ..............................................................    43
-----------

34.  HAZARDOUS MATERIALS ...........................................................    43
A.   Landlord's Environmental Protection ......................................    43
-----------------------------------
B.   Tenant's Environmental Protection ........................................    44
---------------------------------
C.   Hazardous Substances .....................................................    44
--------------------
D.   Recycling ................................................................    44
---------
E.   Permitted Exceptions .....................................................    45
--------------------

35.  HIGH SPEED DATA SERVICE .......................................................    45

36.  PENETRATION POINTS AND CONNECTING EQUIPMENT ...................................    45

37.  INDEPENDENT POWER SYSTEMS .....................................................    46

38.  ROOFTOP COMMUNICATIONS AND HVAC EQUIPMENT .....................................    47

39.  FOOD SERVICE ..................................................................    47

40.  Y2K ...........................................................................    48

EXHIBIT A - Plan of Premises .......................................................   A-1
EXHIBIT B - Rules and Regulations ..................................................   B-1
EXHIBIT C - Work Letter Agreement ..................................................   C-1
EXHIBIT D - Suite Acceptance Agreement .............................................   D-1
EXHIBIT E - Form of Subordination, Non-Disturbance and Attornment Agreement ........   E-1
EXHIBIT F - Current Janitorial Specifications ......................................   F-1
EXHIBIT G - Location of Initial Parking Spaces .....................................   G-1
EXHIBIT H - Location of Backup Generator ...........................................   H-1

iv

OFFICE LEASE

THIS LEASE is made as of July 29, 1999, between WINDY POINT OF SCHAUMBURG
L.L.C., a Delaware limited liability company, having an address at c/o Fifield
Realty Corp., 20 North Wacker Drive, Chicago, Illinois 60606 ("Landlord"), and
TCI GREAT LAKES, INC., a Delaware corporation, having an address at Suite 200,
1500 McConnor Parkway, Schaumburg, Illinois 60173 ("Tenant"), for space in the
building at 1500 McConnor Parkway (such building, including the land upon which
the building and related facilities are situated, being herein referred to as
the "Building"), in the mixed-use complex consisting of approximately 35 acres
at the northeast corner of the intersection of Meacham Road and McConnor Parkway
in Schaumburg, Illinois, and known as Windy Point of Schaumburg (the "Complex").
The following schedule (the "Schedule") sets forth certain basic terms of this
Lease:

SCHEDULE
--------

1.  Premises:........................................  A)  Suite 200
B)  Approximately 89,082
rentable square feet,
consisting of part of
the first floor, part
of the second floor
and all of the third
and fourth floors of
the Building.

Base Rent:
---------

Rate of Annual Base
Rent per Rentable               2.                 3.
Year of Term  Square Foot of the Premises   Annual Base Rent   Monthly Base Rent
------------  ---------------------------   ----------------   -----------------

1                   $14.70                1,309,505.40        109,125.45

2                    15.14                1,348,701.48        112,391.79

3                    15.60                1,389,679.20        115,806.60

4                    16.06                1,430,656.92        119,221.41

5                    16.54                1,473,416.28        122,784.69

6                    17.04                1,517,957.28        126,496.44

7                    17.55                1,563,389.16        130,282.43

8                    18.08                1,610,602.56        134,216.88

9                    18.62                1,658,706.84        138,225.57

10                   19.18                1,708,592.76        142,382.73

4.   Tenant's Proportionate Share:. ............................................... 47.66%
5.   Security Deposit:. ............................................................. None
6.   Commencement Date:. ................................................ December 1, 1999
7.   Anticipated Expiration Date:. ..................................... November 30, 2009
8.   Broker(s):. .......................................... Fifield Realty Corp. and Equis
9.   Brokerage Agreement:. ... Agreement dated July 7, 1999, between Landlord and Brokers.

1.  DEMISE AND TERM. Landlord leases to Tenant and Tenant leases from
Landlord the premises (the "Premises") described in Item 1 of the Schedule and
shown on the plans attached hereto as Exhibit A, subject to the covenants and
conditions set forth in this Lease, for a term (the "Term") commencing on the
date (the "Commencement Date") which is the first to occur of (x) the date
described in Item 6 of the Schedule (subject to deferral as provided in
Paragraph 4 of the Work Letter Agreement attached hereto as Exhibit C [the "Work
Letter Agreement"]) or (y) the date Tenant commences business operations in any
part of the Premises, and expiring on the date (the "Expiration Date") that
immediately precedes the tenth anniversary of the Commencement Date, unless
terminated earlier as otherwise provided in this Lease (or, if such anniversary
of the Commencement Date is not the first day of a calendar month, the
Expiration Date shall be the last day of the month in which the tenth
anniversary of the Commencement Date occurs). Tenant shall complete and furnish
to Landlord, on or before occupancy of the Premises, the Suite Acceptance
Agreement attached hereto as Exhibit D, which shall acknowledge the actual
Commencement Date and Expiration Date.

2.  RENT.

A.  Definitions.  For purposes of this Lease, the following terms shall
-----------
have the following meanings:

(i) "Expenses" shall mean all expenses, costs and disbursements
(other than Taxes) paid or incurred by Landlord in connection with the
ownership, management, maintenance, operation, replacement and repair
of the Building. Expenses shall not include: (a) costs of tenant
alterations or improvements; (b) costs of capital improvements (except
for costs of any capital improvements made or installed for the purpose
of reducing Expenses or made or installed pursuant to governmental
requirement or insurance requirement not in effect on the Commencement
Date, which costs shall be amortized by Landlord in accordance with
sound accounting and management principles); (c) interest, principal
payments and late fees on mortgages (except interest on the cost of any
capital improvements for which amortization may be included in the
definition of Expenses) or any rental payments on any ground leases
(except for rental payments which constitute reimbursement for Taxes
and Expenses); (d) advertising expenses and leasing commissions; (e)
any cost or expenditure for which Landlord is reimbursed, whether by
insurance proceeds or otherwise, except through Adjustment Rent
(hereinafter defined); (f) the cost of any kind of service

2

furnished to any other tenant in the Building which Landlord does not
generally make available to all tenants in the Building; (g) legal
expenses of negotiating leases; (h) expenses occasioned by fire,
windstorm, or any other insured casualty, to the extent Landlord
receives insurance proceeds; (i) legal fees incurred in enforcing the
terms of any lease or arising out of any mortgage or ground lease
affecting the Building; (j) the cost of any work or service performed
for any tenant at such tenant's cost; (k) the cost of correcting
structural defects in the Premises (not including improvements that are
part of Tenant's Work [as defined in the work Letter Agreement]) or
structural defects or design flaws in the Building (not including the
Premises) or any of its major systems; (l) the cost of any work or
materials performed or supplied to any facility other than the Building
(except Landlord may include in Expenses Landlord's share of costs,
fees and assessments imposed upon the Building in connection with its
inclusion in the Complex); (m) salaries, wages and benefits of
Landlord's officers, directors and employees above the level of
Building manager; (n) any charge for depreciation of the Building or
equipment (except as allowed pursuant to clause (b) above; (o) any
tenant improvement allowance or other payment from Landlord to Tenant;
(p) bad debt losses or reserves therefor; (q) costs of selling,
syndicating, financing, mortgaging or hypothecating the Building or the
Complex or Landlord's interest in the Building or the Complex; or (r)
any janitorial expenses (to the extent Tenant contracts for its own
janitorial service), utility costs for operating HVAC equipment (if the
HVAC units serving the Premises are submetered) and/or electrical
expenses for the Premises. Expenses shall be net of any reimbursement,
refund or credit relating thereto and actually received by Landlord.
Expenses shall be determined on a cash or accrual basis, as Landlord
may elect (provided Landlord shall not change such method of
determining Expenses during the Term).

(ii)  "Rent" shall mean Base Rent, Adjustment Rent and any
other sums or charges due by Tenant hereunder.

(iii) "Taxes" shall mean all taxes, assessments and fees
levied upon the Building, the property of Landlord located therein or
the rents collected therefrom, by any governmental entity based upon
the ownership, leasing, renting or operation of the Building, including
all costs and expenses of protesting any such taxes, assessments or
fees. Taxes shall not include any net income, capital stock,
succession, transfer, franchise, gift, estate, inheritance, excise or
profit taxes; provided, however, if at any time during the Term, a tax
or excise on income is levied or assessed by any governmental entity,
in lieu of or as a substitute for, in whole or in part, real estate
taxes or other ad valorem taxes, such tax shall constitute and be
included in Taxes. Furthermore, Taxes shall not include any penalties
(or penalty rate of interest) resulting from the failure to pay any
component of Taxes (so long as Tenant has paid all Adjustment Rent [as
hereinafter defined] when due) or any taxes that are separately
assessed by government agencies to, and paid by, other tenants of the
Building or any taxes attributable to another tenant's improvements,
alterations or additions if and to the extent such taxes are separately
assessed by Landlord to such tenant. For the purposes of determining
Taxes for any given year, the amount to be included for such year (a)
from special assessments payable in installments shall be the amount of
the installments (and any

3

interest) due and payable during such year, and (b) from all other
Taxes shall at Landlord's election either be the amount accrued,
assessed or otherwise imposed for such year or the amount due and
payable in such year (provided Landlord shall not change such method of
determining Taxes during the Term).

(iv)  "Tenant's Proportionate Share" shall mean the percentage
set forth in Item 4 of the Schedule which has been determined by
dividing the rentable square feet in the Premises (i.e., the number of
rentable square feet stated in Item 1B of the Schedule) by the rentable
square feet in the Building (186,921, which Landlord and Tenant agree
shall be deemed to be the rentable square footage of the Building for
the Term, subject to Section 2C(v)).

B.   Components of Rent.  Tenant agrees to pay the following  amounts
------------------
to Landlord at the office of the Building or at such other place as Landlord
designates:

(i)   Base rent ("Base Rent") to be paid in monthly
installments in the amount set forth in Item 3 of the Schedule in
advance on or before the first day of each month of the Term.

(ii)  Adjustment rent ("Adjustment Rent") in an amount equal to
Tenant's Proportionate Share of (a) the Expenses for any calendar year
and (b) the Taxes for any calendar year. Prior to each calendar year,
Landlord shall estimate the amount of Adjustment Rent due for such
year, and Tenant shall pay Landlord one-twelfth of such estimate on the
first day of each month during such year. Such estimate may be revised
by Landlord whenever it obtains information relevant to making such
estimate more accurate (but not more than once during any year of the
Term). After the end of each calendar year, Landlord shall deliver to
Tenant a report setting forth the actual Expenses and Taxes for such
calendar year and a statement of the amount of Adjustment Rent that
Tenant has paid and is payable for such year. Landlord shall use
commercially reasonable efforts to deliver such report of actual
Expenses and Taxes for a calendar year by May 1 of the following
calendar year. Within thirty days after receipt of such report, Tenant
shall pay to Landlord the amount of Adjustment Rent due for such
calendar year minus any payments of Adjustment Rent made by Tenant for
such year. If Tenant's estimated payments of Adjustment Rent exceed the
amount due Landlord for such calendar year, Landlord shall apply such
excess as a credit against Tenant's next installment of Rent due under
this Lease or promptly refund such excess to Tenant if the Term has
already expired, provided Tenant is not then in default hereunder, in
either case without interest to Tenant.

C.   Payment of Rent. The following provisions shall govern the payment
---------------
of Rent: (i) if this Lease commences or ends on a day other than the first day
or last day of a calendar year, respectively, the Rent for the year in which
this Lease so begins or ends shall be prorated and the monthly installments
shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without
offset or deduction, except as otherwise expressly provided herein, and the
covenant to pay Rent

4

shall be independent of every other covenant in this Lease; (iii) if during all
or any portion of any year the Building is not fully rented and occupied,
Landlord may elect to make an appropriate adjustment of Expenses and/or Taxes
for such year to determine the Expenses and/or Taxes that would have been paid
or incurred by Landlord had the Building been fully rented and occupied for the
entire year and the amount so determined shall be deemed to have been the
Expenses and/or Taxes for such year (provided in no event will the foregoing
adjustment entitle Landlord to recover from the tenants of the Building more
than 100% of the Expenses and/or Taxes actually incurred); (iv) any sum due from
Tenant to Landlord which is not paid within five business days of its date due
shall bear interest from the date due until the date paid at the annual rate of
10% per annum, but in no event higher than the maximum rate permitted by law
(the "Default Rate"); (v) if changes are made to this Lease modifying the space
leased to Tenant or physical changes are made to the Building changing the
number of square feet contained in the Building, Landlord shall make an
appropriate adjustment to Tenant's Proportionate Share; (vi) Tenant shall have
the right, upon reasonable prior written notice to Landlord, to inspect
Landlord's accounting records relative to Expenses and Taxes during normal
business hours at any time within 90 days following the furnishing to Tenant of
the annual statement of Adjustment Rent; and, unless Tenant shall take written
exception to any item in any such statement within such 90-day period, such
statement shall be considered as final and accepted by Tenant; (vii) in the
event of the termination of this Lease prior to the determination of any
Adjustment Rent, Tenant's agreement to pay any such sums and Landlord's
obligation to refund any such sums (provided Tenant is not in default hereunder)
shall survive the termination of this Lease; (viii) no adjustment to the Rent by
virtue of the operation of the rent adjustment provisions in this Lease shall
result in the payment by Tenant in any year of less than the Base Rent shown on
the Schedule; (ix) Landlord may at any time change the fiscal year of the
Building; (x) each amount owed to Landlord under this Lease for which the date
of payment is not expressly fixed shall be due on the same date as the Rent
listed on the statement showing such amount is due; and (xi) if Landlord fails
to give Tenant an estimate of Adjustment Rent prior to the beginning of any
calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the
previous calendar year until Landlord delivers such estimate (Landlord shall use
commercially reasonable efforts to deliver such estimate by May 1 of each year
during the Term).

D    Limitations on Rent. Notwithstanding anything in this Section 2 to
-------------------
the contrary:

(i)   No Monthly Base Rent shall be due for the "Initial
Premises" (i.e., the spaces described in Item 1B of the Schedule) for
the first three months of the initial ten-year Term (the "Initial
Term"); provided, however, that (a) Tenant shall pay Adjustment Rent
for each of said three months and (b) the entire Monthly Base Rent
otherwise due and payable for each of said three months shall be
reinstated and shall become immediately due and payable upon the
occurrence of a Default by Tenant under this Lease, which reinstatement
shall be as a result of the failure to satisfy a condition subsequent
and shall not be deemed liquidated damages or a penalty.

(ii)  Adjustment Rent for the first year of the Term shall not
exceed $7.36 per rentable square foot of the Premises and Adjustment
Rent for the second year of the Term

5

shall not exceed $9.14 per rentable square foot of the Premises.
Thereafter there shall be no "cap" on Adjustment Rent, except as
provided in clause (iii) below. Notwithstanding the foregoing, to the
extent that a Landlord Delay (as defined in the Work Letter Agreement)
causes the deferral of the Commencement Date in accordance with
Paragraph 4 of the Work Letter Agreement and if such Landlord Delay is
due to an event of force majeure (as described in Section 25J), then
the foregoing caps shall be increased so that for each of the first
two years of the Term, the cap for such year of the Term shall equal
the sum of: (w) the number of calendar months during such year of the
Term that occur in 1999, if any, multiplied by $0.57 plus (x) the
number of calendar months during such year of the Term that occur in
2000, if any, multiplied by $0.62 plus (y) the number of calendar
months during such year of the Term that occur in 2001, if any,
multiplied by $0.78 plus (z) the number of calendar months during such
year of the Term that occur in 2002, if any, multiplied by $0.92 (for
any partial calendar month, the foregoing amounts shall be prorated
based upon the number of days in such month).

(iii) Commencing with the fourth year of the Term,
solely for purposes of calculating Tenant's Adjustment Rent,
Controllable Expenses for any year of the Term shall not be deemed to
exceed Controllable Expenses for the immediately preceding year of the
Term by more than 5%. "Controllable Expenses" shall mean only those
items of Expenses where the cost or expense thereof shall be within the
reasonable ability of Landlord to control, including without
limitation, cleaning services and landscaping services (specifically
excluded from Controllable Expenses, without limitation, are the costs
and expenses of electricity, fuels, insurance and snow-plowing and the
wages of union employees [and the costs and expenses of independent
contractors who may employ union employees]). Such limitation on
Controllable Expenses shall apply only to Controllable Expenses and not
to other items of Expenses or Taxes and shall not limit or otherwise
affect Tenant's obligations regarding the payment of any component of
Rent other than the Controllable Expenses component of Adjustable Rent.

For purposes of this Lease, a "year of the Term" shall mean a 12 month period
commencing on the Commencement Date or any anniversary thereof.

3. USE. Tenant agrees that it shall occupy and use the Premises for
general offices and a call/training center, which may include support functions
such as a fitness center and lounge areas and break rooms (which may include
games and vending machines), provided such support functions are exclusively
provided to Tenant's employees. If allowed by all applicable codes and
ordinances, Tenant may further use up to 4,500 rentable square feet on the first
floor of the Building for retail uses and a payment center, provided such retail
uses and payment center are related to Tenant's primary business (and a
subtenant may use such spaces for such uses only if such subtenant has also
subleased the majority of the balance of the Premises [and subject to any
exclusive rights granted by Landlord to any other occupant of the Complex]). To
the extent allowed by applicable laws, ordinances and regulations, and subject
to Landlord's reasonable rules and regulations, Tenant's employees (but not its
invitees or the general public) may use the Building's card key system to

6

access the Building's internal stairwells for access to the various spaces
comprising the Premises. Tenant shall not keep open the doors to the stairwells.
Tenant shall comply with all federal, state and municipal laws, ordinances and
regulations and all covenants, conditions and restrictions of record applicable
to Tenant's use or occupancy of the Premises.

4.  CONDITION OF PREMISES.

A.  Initial Condition. Tenant's taking possession of the Premises shall
-----------------
be conclusive evidence that the Premises were in good order and satisfactory
condition when Tenant took possession, subject only to punchlist items of
Landlord's Work (as defined in the Work Letter Agreement), which shall be
corrected by Landlord as provided in the Work Letter Agreement. No agreement of
Landlord to alter, remodel, decorate, clean or improve the Premises or the
Building (or to provide Tenant with any credit or allowance for the same), and
no representation regarding the condition of the Premises or the Building, have
been made by or on behalf of Landlord or relied upon by Tenant, except as stated
in the Work Letter Agreement attached hereto as Exhibit C.

B.  Americans With Disabilities Act. The parties acknowledge that the
-------------------------------
Americans With Disabilities Act of 1990 (42 U.S.C. ss.12101 et seq.) and
regulations and guidelines promulgated thereunder, as amended and supplemented
from time to time (collectively referred to herein as the "ADA") establish
requirements under Title III of the ADA ("Title III") pertaining to business
operations, accessibility and barrier removal, and that such requirements may be
unclear and may or may not apply to the Premises and the Building. The parties
acknowledge and agree that Tenant has been provided an opportunity to inspect
the Premises and the Building sufficient to determine whether or not the
Premises and the Building in their condition as of the date hereof deviate in
any manner from the ADA Accessibility Guidelines ("ADAAG") or any other
requirements under the ADA pertaining to the accessibility of the Premises or
the Building. Tenant further acknowledges and agrees that except as may
otherwise be specifically provided herein, Tenant accepts the Premises and the
Building in "as-is" condition and agrees that Landlord makes no representation
or warranty as to whether the Premises or the Building conform to the
requirements of the ADAAG or any other requirements under the ADA pertaining to
the accessibility of the Premises or the Building. Tenant further acknowledges
and agrees that to the extent that Landlord prepares, reviews or approves any of
plans or specifications relating to leasehold improvements in the Premises, such
action shall in no event be deemed any representation or warranty that the same
comply with any requirements of the ADA. Notwithstanding anything to the
contrary in this Lease, the parties hereby agree to allocate responsibility for
Title III compliance as follows: (a) Tenant shall be responsible for all Title
III compliance and costs in connection with the Premises, including structural
work, if any, and including any leasehold improvements or other work to be
performed in the Premises under or in connection with this Lease, and (b)
Landlord shall perform, and Tenant shall be responsible for the cost of, any
so-called Title III "path of travel" requirements triggered by any construction
activities or alterations in the Premises after the Commencement Date. Landlord
covenants and agrees that during the Term, Landlord shall cause the ground floor
common areas of the Building, the entrances to the Building which provide public
access to the Building, and the parking areas serving the Building, to comply
with the requirements (as reasonably interpreted from time to time) of Title
III.

7

Tenant understands and agrees that the costs and expenses of such compliance
shall be included in Expenses except to the extent prohibited pursuant to
Section 2A(i)(b). Except as set forth above with respect to Landlord's Title III
obligations, Tenant shall be solely responsible for all other requirements under
the ADA relating to Tenant or any affiliates or persons or entities related to
Tenant (collectively, "Affiliates"), operations of Tenant or Affiliates, or the
Premises, including, without limitation, requirements under Title I of the ADA
pertaining to Tenant's employees.

5.   BUILDING SERVICES.

A.   Basic Services. Landlord shall furnish the following services: (i)
--------------
heating and air conditioning facilities capable of providing a temperature
condition for comfortable occupancy of the Premises under normal business
operations. The heating and air conditioning for the Premises is provided
through "heat pumps" which may be controlled by Tenant (i.e., Tenant controls
the hours of operation and the temperature settings); (ii) water for drinking,
and, subject to Landlord's reasonable approval, water at Tenant's expense for
any private restrooms and office kitchen requested by Tenant; (iii) men's and
women's restrooms at locations designated by Landlord and in common with other
tenants of the Building; (iv) daily janitor service in the Premises (including
any restrooms) and common areas of the Building, weekends and holidays excepted,
including periodic outside window washing of the perimeter windows in the
Premises at least three times per year (the current specifications for the
janitor service to be provided by Landlord are attached as Exhibit F, provided
Landlord reserves the right to alter such specifications from time to time in
Landlord's reasonable discretion); (v) passenger elevator service in common with
Landlord and other tenants of the Building, 24 hours a day, 7 days a week; and
freight elevator service daily, weekends and holidays excepted, upon request of
Tenant (and at no charge to Tenant for customary use) and subject to scheduling
by Landlord; and (vi) a security system with keycard access and surveillance
cameras (Landlord will provide Tenant with one keycard for each of Tenant's
employee at the Premises at no cost to Tenant). For purposes of this Section
5.A, "holidays" shall mean New Years Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas, as well as, at Landlord's election, any other
day that the majority of comparable office buildings in Schaumburg, Illinois
treat as a public holiday.

B.   Electricity. Electricity shall be distributed to the Premises by
-----------
the electric utility company serving the Building (as designated by Landlord
from time to time) and Landlord shall permit Landlord's wire and conduits, to
the extent available, suitable and safely capable, to be used for such
distribution. Landlord will provide 208V/120V, 3 phase, 4 wire service with 600
amps of electricity. Tenant at its cost shall make all necessary arrangements
with the electric utility company for metering and paying for electric current
furnished to the Premises. All electricity used during the performance of
janitor service, or the making of any alterations or repairs in the Premises
(other than the Tenant Work described in the Work Letter Agreement), or the
operation of any special air conditioning systems serving the Premises, shall be
paid for by Tenant. The heat pumps providing heating and air conditioning
services for the Premises draw upon the Building's electric supply (and the
costs of such electricity consumed during the Building's standard hours of
operation [as set forth in Section 5D] shall be included in Expenses).

8

C.  Telephones. Tenant shall be responsible for arranging for its own
----------
telecommunications services at the Premises. All telegraph, telephone, and
electric connections which Tenant may desire shall be first approved by Landlord
in writing, which approval shall not be unreasonably withheld, conditioned or
delayed, before the same are installed, and the location of all wires and the
work in connection therewith shall be performed by contractors approved by
Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed, and shall be subject to the direction of Landlord. Tenant shall be
responsible for and shall pay all costs incurred in connection with the
installation of telephone cables and related wiring in the Premises, including,
without limitation, any hook-up, access and maintenance fees related to the
installation of such wires and cables in the Premises and the commencement of
services therein, and the maintenance thereafter of such wire and cables; and
there shall be included in Expenses for the Building all installation, hook-up
or maintenance costs incurred by Landlord in connection with telephone cables
and related wiring in the Building which are not allocable to any individual
users of such service but are allocable to the Building generally. If Tenant
fails to maintain all telephone cables and related wiring in the Premises and
such failure affects or interferes with the operation or maintenance of any
other telephone cables or related wiring in the Building, and such failure and
affect or interference continues after written notice from Landlord, then
Landlord or any vendor hired by Landlord may enter into and upon the Premises
forthwith and perform such repairs, restorations or alterations as Landlord
deems necessary in order to eliminate any such interference (and Landlord may
recover from Tenant all of Landlord's costs in connection therewith). Upon
expiration of the Term hereof Tenant shall remove all telephone cables and
related wiring installed by or for Tenant which Landlord requests Tenant to
remove. Tenant agrees that neither Landlord nor any of its agents or employees
shall be liable to Tenant, or any of Tenant's employees, agents, customers or
invitees or anyone claiming through, by or under Tenant, for any damages,
injuries, losses, expenses, claims or causes of action because of any
interruption, diminution, delay or discontinuance at any time for any reason in
the furnishing of any telecommunications service to the Premises or the
Building.

D.  Additional Services.  The standard hours of operation of the
-------------------
Building's heating and air conditioning systems are Monday through Friday, 8:00
a.m. to 6:00 p.m., Saturdays, 8:00 a.m. to 1:00 p.m., holidays excepted. If
Tenant operates the heating and air conditioning systems serving the Premises
beyond the foregoing standard hours of operation, then (i) Tenant shall pay to
Landlord for such after-hours use of the heat pumps an amount equal to the
product of (x) the number of hours each such heat pump is used (as indicated by
the DDC program for the heat pump) multiplied by (y) the then-current hourly
charge for operating each heat pump for heating or cooling, as the case may be
(which charge shall include Landlord's electric costs, at the rates then charged
by the Building's electricity provider, and a reasonable fee to Landlord for
maintenance and repair of the heat pumps), and (ii) such operation will activate
the Building's fan system, and Tenant shall pay Landlord for such after-hours
operation of the Building's fan system at the rate of $16.00 per hour (subject
to increase by 3% per year each year of the Term [i.e., such rate will be $16.48
for the second year of the Term, $16.97 for the third year of the Term, $17.48
for the fourth year of the Term, and so on]) (provided that if any other tenant
also requests such after-hours heating or air conditioning, during the periods
that the Building's fan system serves more than one tenant requesting such
service, the costs of operating the Building's fan system shall be allocated
among such tenants based upon the

9

rentable areas receiving the heating or air conditioning services). Furthermore,
if due to an unusual concentration of personnel or machinery in the Premises
(compared to typical office use), or an unusually large number of heat pumps
serving the Premises (compared to the number of heat pumps serving the other
premises in the Building), the heat pumps serving the Premises consume a
disproportionate amount of electricity, Tenant shall pay such excess amount to
Landlord. Tenant shall pay all such costs relating to after-hours or excessive
use of the heating or air conditioning systems serving the Premises within 10
days after being billed therefor.

If Landlord furnishes other services requested by Tenant in addition to
those stated in the first grammatical paragraph of this Section 5, Tenant shall
pay Landlord's actual costs (as reasonably determined by Landlord) for such
services. If Tenant shall fail to make any such payment within five business
days after written notice, Landlord may, in addition to all other remedies
available to Landlord, discontinue any additional services. No discontinuance of
any such additional service shall result in any liability of Landlord to Tenant
or be considered as an eviction or a disturbance of Tenant's use of the
Premises. In addition, if Tenant's concentration of personnel or equipment
adversely affects the temperature or humidity in the Building, Landlord may
install supplementary air conditioning units in the Premises; and Tenant shall
pay for the cost of installation and maintenance thereof (provided that if
Landlord believes, in connection with reviewing Tenant's plans for Tenant's Work
[as defined in the Work Letter Agreement] or an alteration [in accordance with
Section 9], that such supplementary air conditioning will be required as a
result of such work, Landlord shall notify Tenant of such belief before Tenant
starts its work).

E.  Failure or Delay in Furnishing Services. Tenant agrees that
---------------------------------------
Landlord shall not be liable for damages for failure or delay in furnishing any
service stated above if such failure or delay is caused, in whole or in part, by
any one or more of the events stated in Section 25J below, nor shall any such
failure or delay be considered to be an eviction or disturbance of Tenant's use
of the Premises, or relieve Tenant from its obligation to pay any Rent when due,
or from any other obligations of Tenant under this Lease. Notwithstanding the
foregoing, if for any reason other than an act or omission of Tenant or its
agents, employees, contractors, subtenants or occupants or the occurrence of a
fire or other casualty which is covered by Section 12 hereof, any service to the
Premises as described above is not furnished to the Premises and if as a result
thereof the Premises, or a "material part" (as defined below) of the Premises,
is rendered untenantable or inaccessible for a period of five consecutive
business days, and Tenant does not occupy the Premises, or such material part
thereof which is rendered untenantable or inaccessible, during such 5-business
day period, then as Tenant's sole remedy for such failure to furnish such
service, Base Rent and Adjustment Rent payable for such portion of the Premises
which Tenant does not so occupy shall abate for the period commencing on the
expiration of said five business day period and expiring on the date such
service is restored or Tenant is able to resume occupancy of the Premises or
such material part thereof, as the case may be. (As used herein, the phrase
"material part" shall mean an amount in excess of 10% of the rentable area of
the Premises.)

6.  RULES AND REGULATIONS. Tenant shall observe and comply and shall
cause its subtenants, assignees, employees, contractors and agents to observe
and comply (and shall use

10

reasonable efforts to cause its invitees to observe and comply) with the rules
and regulations listed on Exhibit B attached hereto and with such reasonable
modifications and additions thereto as Landlord may make from time to time.
Landlord shall not be liable for failure of any person to obey such rules and
regulations. Landlord shall not be obligated to enforce such rules and
regulations against any person (provided Landlord shall not unreasonably
discriminate against Tenant in the enforcement of such rules and regulations),
and the failure of Landlord to enforce any such rules and regulations shall not
constitute a waiver thereof or relieve Tenant from compliance therewith.

7.   CERTAIN RIGHTS RESERVED TO LANDLORD. Landlord reserves the following
rights, each of which Landlord may exercise without notice to Tenant (except as
otherwise expressly provided herein) and without liability to Tenant, and the
exercise of any such rights shall not be deemed to constitute an eviction or
disturbance of Tenant's use or possession of the Premises and shall not give
rise to any claim for set-off or abatement of rent or any other claim (except as
otherwise expressly provided herein): (a) upon not less than 60 days prior
written notice to Tenant, to change the name or street address of the Building
or the suite number of the Premises; (b) to install, affix and maintain any and
all signs on the exterior or interior of the Building (subject to Tenant's
rights set forth in Section 30); (c) to make repairs, decorations, alterations,
additions, or improvements, whether structural or otherwise, in and about the
Building, and for such purposes, upon not less than 24 hours' oral or telephonic
notice to Tenant at the Premises (excluding emergencies, when no such notice
shall be required), to enter upon the Premises, temporarily close doors,
corridors and other areas in the Building and interrupt or temporarily suspend
services or use of common areas, and Tenant agrees to pay Landlord for overtime
and similar expenses incurred if such work is done other than during ordinary
business hours at Tenant's request; (d) to retain at all times, and to use in
appropriate instances, keys to all doors within and into the Premises; (e) to
grant to any person or to reserve unto itself the exclusive right to conduct any
business or render any service in the Building; (f) upon not less than 24 hours'
oral or telephonic notice to Tenant at the Premises (excluding emergencies, when
no such notice shall be required), to show or inspect the Premises at reasonable
times (provided Landlord may show the Premises to prospective tenants only if
there are less than 12 months left in the Term or Tenant has vacated the
Premises) and, if vacated or abandoned, to prepare the Premises for reoccupancy;
(g) to install, use and maintain in and through the Premises, pipes, conduits,
wires and ducts serving the Building, provided that such installation, use and
maintenance does not unreasonably interfere with Tenant's use of the Premises;
and (h) to take any other action which Landlord deems reasonable in connection
with the operation, maintenance or preservation of the Building. In the exercise
of the foregoing rights, Landlord shall use reasonable efforts to minimize
interference with Tenant's business operations.

8.   MAINTENANCE AND REPAIRS.

A.   Tenant's Obligations. Tenant, at its expense, shall maintain and keep
--------------------
the Premises in good order and repair at all times during the Term. In addition,
Tenant shall reimburse Landlord for the cost of any repairs to the Building
necessitated by the acts or omissions of Tenant, its subtenants, assignees,
invitees, employees, contractors and agents, to the extent Landlord is not
reimbursed for such costs under its insurance policies.

11

B.   Landlord's Obligations. Landlord shall use reasonable efforts to
----------------------
perform any maintenance or make any repairs to the Building as Landlord shall
desire or reasonably deem necessary for the safety, operation or preservation of
the Building, or as Landlord may be required or requested to do by any
governmental authority or by the order or decree of any court or by any other
proper authority. Landlord shall use reasonable efforts to keep the Building's
parking areas and walkways clean and free of ice, water, pests and rubbish, and
in a neat, clean, orderly and sanitary condition. Landlord shall use reasonable
efforts to further keep the exterior of the Building and its parking areas
lighted from dusk until dawn, including replacement of bulbs and fixtures, as
necessary. Landlord shall arrange for landscaping services so the Building has
an orderly and neat appearance. Tenant acknowledges that Landlord does not
control all of the parking and landscaped areas serving the Complex and that
Landlord shall not have responsibility for or liability relating to the
maintenance of areas that are not part of the Building and under Landlord's
direct control.

9.   ALTERATIONS.

A.   Requirements. Tenant shall not make any replacement, alteration,
------------
improvement or addition to or removal from the Premises (collectively an
"alteration") without the prior written consent of Landlord. In the event Tenant
proposes to make any alteration, Tenant shall, prior to commencing such
alteration, submit to Landlord for prior written approval: (i) detailed plans
and specifications; (ii) sworn statements, including the names, addresses and
copies of contracts for all contractors; (iii) all necessary permits evidencing
compliance with all applicable governmental rules, regulations and requirements;
(iv) certificates of insurance in form and amounts required by Landlord, naming
Landlord and any other parties designated by Landlord as additional insureds;
and (v) all other documents and information as Landlord may reasonably request
in connection with such alteration. Neither approval of the plans and
specifications nor supervision of the alteration by Landlord shall constitute a
representation or warranty by Landlord as to the accuracy, adequacy, sufficiency
or propriety of such plans and specifications or the quality of workmanship or
the compliance of such alteration with applicable law. Tenant shall pay the
entire cost of the alteration and, if the cost of the alteration, together with
all related alterations, will exceed $300,000, then if requested by Landlord,
Tenant shall deposit with Landlord prior to the commencement of the alteration,
security for the payment and completion of the alteration in form and amount
required by Landlord (provided that so long as Tenant has a net worth equal to
or greater than the net worth of Tenant as of the date of this Lease, Tenant
shall not be required to deposit such security). Landlord shall not unreasonably
withhold, condition or delay its consent to any proposed alteration (whether
non-structural or structural). Notwithstanding the foregoing, no consent shall
be necessary for any decorative or cosmetic alteration (or related alteration)
that (i) together with all other decorative or cosmetic alterations during the
immediately preceding 12-month period costs less than $100,000, (ii) does not
require the issuance of a building permit and (iii) does not adversely affect
the structural elements of the Building or the base Building mechanical,
electrical or plumbing systems, the architectural aesthetics of the Building,
the common areas of the Building or the use by other tenants in the Building of
their demised premises (provided that even if Landlord's consent is not
necessary for such an alteration, the following provisions of this Section 9A
shall apply). Each alteration shall be performed in a good and workmanlike
manner, in accordance with the plans and specifications

12

approved by Landlord (if applicable), and shall meet or exceed the standards for
construction and quality of materials established by Landlord for the Building.
In addition, each alteration shall be performed in compliance with all
applicable governmental and insurance company laws, regulations and
requirements. Each alteration shall be performed by union contractors if
required by Landlord and in harmony with Landlord's employees, contractors and
other tenants. Each alteration, whether temporary or permanent in character,
made by Landlord or Tenant in or upon the Premises (excepting only Tenant's
furniture, equipment and trade fixtures) shall become Landlord's property and
shall remain upon the Premises at the expiration or termination of this Lease
without compensation to Tenant; provided, however, that Landlord shall have the
right to require Tenant to remove such alteration at Tenant's sole cost and
expense in accordance with the provisions of Section 15 of this Lease.
Notwithstanding anything contained in this Section 9A to the contrary, if
Landlord gives its consent or approval, pursuant to the provisions of this
Section 9A, to allow Tenant to make any alterations in the Premises, Landlord
agrees, upon Tenant's written request, to notify Tenant in writing at the time
of the giving of such consent or approval whether Landlord will reserve the
right to require Tenant to remove such alterations at the termination or
expiration of this Lease (provided Landlord shall not be required to give such a
notice with respect to Tenant's signage, data cabling and other items within
Conduits [as hereinafter defined], Connecting Equipment [as hereinafter
defined], communications equipment [such as antennas and satellite dishes] and
independent power systems, which items Tenant acknowledges must be removed at
the termination or expiration of this Lease).

B.   Liens. Upon completion of any alteration, Tenant shall promptly
-----
furnish Landlord with sworn owner's and contractors statements and full and
final waivers of lien covering all labor and materials included in such
alteration. Tenant shall not permit any mechanic's lien to be filed against the
Building, or any part thereof, arising out of any alteration performed, or
alleged to have been performed, by or on behalf of Tenant. If any such lien is
filed, Tenant shall within 30 days thereafter have such lien released of record.
Notwithstanding the foregoing, Tenant shall have the right to contest in good
faith the validity of any lien or claimed lien, provided that a bond or other
security in form, amount and issued by a surety satisfactory to Landlord is
posted with Landlord within 30 days after such lien or claimed lien is filed
and, on final determination of the lien or claimed lien, Tenant shall
immediately pay any judgment rendered with all proper costs and charges and will
have the lien released. If Tenant fails to have such lien so released or to
deliver such bond to Landlord, Landlord, without investigating the validity of
such lien, may pay or discharge the same; and Tenant shall reimburse Landlord
upon demand for the amount so paid by Landlord, including Landlord's expenses
and attorneys' reasonable fees. Landlord shall not permit any mechanic's lien
arising out of any alteration performed by Landlord to encumber Tenant's
interest in the Premises (provided Landlord shall have the right to contest in
good faith the validity of any such lien or claimed lien so long as Landlord
discharges the lien before the lien claimant completes foreclosure proceedings
adversely affecting Tenant's interest in the Premises).

13

10.  INSURANCE.

A.   Tenant's Insurance. Tenant, at its expense, shall maintain at all
------------------
times during the Term the following insurance policies: (a) fire insurance,
including extended coverage, vandalism, malicious mischief, sprinkler leakage,
water damage and all risk coverage and demolition and debris removal, insuring
the full replacement cost of all improvements, alterations or additions to the
Premises made at Tenant's expense, and all other property owned or used by
Tenant and located in the Premises; (b) commercial general liability insurance,
including blanket contractual liability insurance, with respect to the Building
and the Premises, with limits to be set by Landlord from time to time but in any
event not less than $3,000,000 each occurrence combined single limit for bodily
injury, sickness or death or for damage to or destruction of property, including
loss of use thereof; (c) workers' compensation and occupational disease
insurance with Illinois statutory benefits and employers liability insurance
with limits of not less than $3,000,000 each accident, each disease and
aggregate for disease; and (d) insurance against such other risks and in such
other amounts as Landlord may from time to time require. The form of all such
policies and deductibles thereunder shall be subject to Landlord's prior
approval. All such policies shall be issued by insurers acceptable to Landlord
and licensed to do business in Illinois. In addition, the commercial general
liability policy shall name Landlord, its property manager and any other parties
designated by Landlord as additional insureds. All policies shall require at
least thirty (30) days' prior written notice to Landlord of termination or
modification and shall be primary and not contributory. Tenant shall at least
ten (10) days prior to the Commencement Date, and within ten (10) days prior to
the expiration of each such policy, deliver to Landlord certificates evidencing
the foregoing insurance or renewal thereof, as the case may be.

B.   Mutual Waiver of Subrogation. Landlord and Tenant each agree that
----------------------------
neither Landlord nor Tenant (nor their respective successors or assigns) will
have any claim against the other for any loss, damage or injury to property
which is covered by insurance carried by either party (or, with respect to
Tenant, which would have been covered if Tenant had carried the insurance
required by this Lease), notwithstanding the negligence of either party in
causing the loss. The waiver also applies to each party's directors, officers,
employees, shareholders and agents. The waiver does not apply to claims caused
by a party's wilful misconduct.

If despite a party's best efforts it cannot find an insurance company (in
the case of Tenant, meeting the requirements of Section 10A) that will allow a
waiver at reasonable commercial rates, then it shall give notice to the other
party within 30 days after discovering such situation. The other party shall
then have 30 days to find an insurance company that will allow the waiver. If
the other party cannot find such an insurance company, then both parties shall
be released from their obligation to obtain the waiver.

If an insurance company is found but it will allow the waiver only at rates
greater than reasonable commercial rates, then the parties can agree to pay for
the waiver under any agreement they can negotiate. If the parties cannot in good
faith negotiate an agreement, then both parties shall be released from their
obligation to obtain the waiver.

14

11.  WAIVER AND INDEMNITY.

A.   Tenant's Waiver. Tenant releases Landlord, its property manager and
---------------
their respective agents and employees from, and waives all claims for, damage or
injury to person or property and loss of business sustained by Tenant and
resulting from the Building or the Premises or any part thereof or any equipment
therein becoming in disrepair, or resulting from any accident in or about the
Building. This paragraph shall apply particularly, but not exclusively, to
flooding, damage caused by Building equipment and apparatus, water, snow, frost,
steam, excessive heat or cold, broken glass, sewage, gas, odors, excessive noise
or vibration or the bursting or leaking of pipes, plumbing fixtures or sprinkler
devices. Without limiting the generality of the foregoing, Tenant waives all
claims and rights of recovery against Landlord, its property manager and their
respective agents and employees for any loss or damage to any property of
Tenant, which loss or damage is insured against, or required to be insured
against, by Tenant pursuant to Section 10 above, whether or not such loss or
damage is due to the fault or negligence of Landlord, its property manager or
their respective agents or employees, and regardless of the amount of insurance
proceeds collected or collectible under any insurance policies in effect. The
foregoing waivers do not apply to claims caused by Landlord's wilful misconduct.

B.   Tenant's Indemnity. Tenant agrees to indemnify, defend and hold
-----------------
harmless Landlord, its property manager and their respective agents and
employees, from and against any and all claims, demands, actions, liabilities,
damages, costs and expenses (including reasonable attorneys' fees), for injuries
to any third parties and damage to or theft or misappropriation or loss of
property of third parties occurring in or about the Building and arising from
any breach or default on the part of Tenant in the performance of any covenant
or agreement on the part of Tenant to be performed under this Lease or due to
any other negligent act or omission or wilful misconduct of Tenant, its
subtenants, assignees, invitees, employees, contractors and agents. Without
limiting the foregoing, Tenant shall indemnify, defend and hold Landlord
harmless from any claims, liabilities, damages, costs and expenses arising out
of the use or storage of hazardous or toxic materials in the Building by Tenant.
If any such proceeding is filed against Landlord or any such indemnified party,
Tenant agrees to defend Landlord or such party in such proceeding at Tenant's
sole cost by legal counsel reasonably satisfactory to Landlord, if requested by
Landlord. Notwithstanding anything contained in this Section 11B to the
contrary, Tenant shall not be required to indemnify Landlord, its property
manager or their respective agents and employees from or in respect of any claim
or matter which results from the negligence or wilful misconduct of Landlord,
its property manager or their respective agents and employees.

C.   Landlord's Waiver. Landlord waives all claims and rights of recovery
-----------------
against Tenant and its agents and employees for any loss or damage to any
property of Landlord, which loss or damage is insured against by Landlord,
whether or not such loss or damage is due to the fault or negligence of Tenant
or its agents or employees, and regardless of the amount of insurance proceeds
collected or collectible under any insurance policies in effect. The foregoing
waiver does not apply to a claim caused by Tenant's wilful misconduct.

15

D.   Landlord's Indemnity. Landlord agrees to indemnify, defend and hold
--------------------
harmless Tenant and its agents and employees, from and against any and all
claims, demands, actions, liabilities, damages, costs and expenses (including
reasonable attorneys' fees), for injuries to any third parties and damage to or
theft or misappropriation or loss of property of third parties occurring in or
about the Building and arising from any breach or default on the part of
Landlord in the performance of any covenant or agreement on the part of Landlord
to be performed under this Lease or due to any other negligent act or omission
or wilful misconduct of Landlord or its employees, contractors and agents.
Without limiting the foregoing, Landlord shall indemnify, defend and hold Tenant
harmless from any claims, liabilities, damages, costs and expenses arising out
of the use or storage of hazardous or toxic materials in the Building by
Landlord. If any such proceeding is filed against Tenant or any such indemnified
party, Landlord agrees to defend Tenant or such party in such proceeding at
Landlord's sole cost by legal counsel reasonably satisfactory to Tenant, if
requested by Tenant. Notwithstanding anything contained in this Section 11D to
the contrary, Landlord shall not be required to indemnify Tenant or its agents
and employees from or in respect of any claim or matter which results from the
negligence or wilful misconduct of Tenant or its agents and employees.

12.  FIRE AND CASUALTY. Upon a fire or other casualty affecting the
Building, Landlord, with reasonable diligence, shall restore the Building.
Notwithstanding the foregoing, if all or a substantial part of the Premises or
the Building is rendered untenantable by reason of fire or other casualty,
Landlord may, at its option, either restore the Premises and the Building, or
terminate this Lease effective as of the date of such fire or other casualty.
Landlord agrees to give Tenant written notice within 60 days after the
occurrence of any such fire or other casualty designating whether Landlord
elects to so restore or terminate this Lease. If Landlord elects to terminate
this Lease, Rent shall be paid through and apportioned as of the date of such
fire or other casualty. If Landlord elects to restore, Landlord's obligation to
restore the Premises shall be limited to restoring those improvements in the
Premises existing as of the date of such fire or other casualty which were made
at Landlord's expense and shall exclude any furniture, equipment, fixtures,
additions, alterations or improvements in or to the Premises which were made at
Tenant's expense. If Landlord elects to restore, Rent shall abate for that part
of the Premises which is untenantable on a per diem basis from the date of such
fire or other casualty until Landlord has substantially completed its repair and
restoration work, provided that Tenant does not occupy such part of the Premises
during said period.

Notwithstanding anything contained in this Section 12 to the contrary,
within 60 days after the date of any fire or other casualty which renders all or
a substantial part of the Premises or the Building untenantable, Landlord shall
provide to Tenant in writing Landlord's good faith estimate of the time required
by Landlord to restore the Premises ("Landlord's Restoration Estimate"). If
Landlord's Restoration Estimate exceeds 270 days from the date of such fire or
casualty, then Tenant shall have the right, exercisable by written notice to
Landlord within 15 days after delivery of Landlord's Restoration Estimate, to
terminate this Lease as of the date of such fire or other casualty. Furthermore,
if neither party elects to terminate this Lease as provided above and Landlord
fails to substantially complete the restoration of the Premises within 60 days
after the time period set forth

16

in Landlord's Restoration Estimate (subject to delays caused by or attributable
to Tenant or its agents, employees or contractors or to events of the type
described in Section 25J), as Tenant's sole and exclusive remedy for such delay
in substantial completion of the restoration, Tenant shall have the right,
exercisable by written notice to Landlord within 15 days after the expiration of
such 60-day period, to terminate this Lease as of the date of such fire or other
casualty. Notwithstanding the foregoing, Tenant shall have no right to terminate
this Lease if the fire or other casualty was caused, in whole or in part, by the
negligence or intentional misconduct of Tenant or Tenant's agents, employees,
contractors, invitees, subtenants or assigns.

13.  CONDEMNATION.

A.   Notice of Taking. The party receiving any notice of a kind specified
----------------
below shall promptly give the other party notice of the receipt, contents and
date of the notice received:

(i)   Notice of intended Taking;

(ii)  Service of any legal process relating to a Taking;

(iii) Notice in connection with any proceedings or negotiations with
respect to a Taking; or

(iv)  Notice of intent or willingness to make or negotiate a private
purchase, sale, or transfer in lieu of a Taking.

"Taking" or "Taken" shall mean the taking or damaging of all or a portion of the
Premises, including the tenant improvements thereon, by any public authority
under the power of eminent domain, including a voluntary transfer to the
condemning authority under threat of and in lieu of judicial condemnation.

B.   Total Taking. If the whole of the Premises shall be Taken, the Term
------------
shall cease the day possession shall be Taken by such public authority, and
Tenant shall pay Rent up to that date with an appropriate refund by Landlord of
such Rent as may have been paid in advance for any period subsequent to the date
possession is Taken.

C.   Partial Taking. If less than all of the Premises shall be so Taken and
--------------
if the untaken portion thereof is not reasonably tenantable, usable or adequate
for the proper conduct of Tenant's business, this Lease may be terminated by
Landlord or Tenant as of the day possession is so Taken by such public
authority. If less than all of the Premises shall be so Taken and neither
Landlord nor Tenant does so terminate, the Term shall cease only as to that
portion of the Premises so Taken as of the day possession shall be Taken by such
public authority, and Tenant shall pay Rent up to that day with appropriate
refund by Landlord of such Rent as may have been paid for such Taken space in
advance and thereafter the Rent shall be equitably adjusted. If neither Landlord
nor Tenant elects

17

to terminate this Lease, Landlord shall, at its expense, promptly make all
necessary repairs or alterations to the Premises so as to constitute the
remaining premises a complete functional unit.

D.   Temporary Taking. If a temporary Taking occurs during the Term (i.e.,
----------------
a non-permanent Taking of all or a portion of the Premises, for a specified
period of time), this Lease shall continue in full force and effect without
reduction of Rent. Tenant shall be entitled to make claim for, recover and
retain any award recoverable in respect of such Taking, except that if such
temporary Taking shall be for a period extending beyond the expiration of
termination of the Term, Landlord shall be entitled to receive such portion of
the award as shall be attributable to the portion of such period occurring after
such expiration or termination.

E.   Distribution of the Award. All compensation awarded for any Taking
-------------------------
(other than a temporary Taking), whether for the whole or a part of the
Premises, shall be the property of Landlord; provided, however, that Landlord
shall not be entitled to any award specifically made with respect to, or to
Tenant, for the value of its leasehold improvements installed by Tenant at
Tenant's sole cost (not including improvements paid for through Landlord's
Contribution [as defined in the Work Letter Agreement]), and for damages to, or
condemnation of, personal property, trade fixtures, equipment and such other
installations as Tenant shall be entitled to remove from the Premises as well as
any reimbursement of Tenant's cost in moving and relocating such furniture,
trade fixtures, equipment and other installation. As used in this Section, the
term award or condemnation award shall include the compensation paid in
connection with a deed in lieu of condemnation. If permitted to do so under
applicable law, Tenant may apply to the condemnor for a separate award.

14.  ASSIGNMENT AND SUBLETTING.

A.   Landlord's Consent. Tenant shall not, without the prior written
------------------
consent of Landlord (which consent shall not be unreasonably withheld or
conditioned with respect to a proposed assignment or sublease as provided in
Section 14B): (i) assign, convey, mortgage or otherwise transfer this Lease or
any interest hereunder, or sublease the Premises, or any part thereof, whether
voluntarily or by operation of law; or (ii) permit the use of the Premises by
any person other than Tenant and its employees. Any such transfer, sublease or
use described in the preceding sentence (a "Transfer") occurring without the
prior written consent of Landlord shall be void and of no effect. Landlord's
consent to any Transfer shall not constitute a waiver of Landlord's right to
withhold its consent to any future Transfer. Landlord's consent to any Transfer
or acceptance of rent from any party other than Tenant shall not release Tenant
from any covenant or obligation under this Lease. Landlord may require as a
condition to its consent to any assignment of this Lease that the assignee
execute an instrument in which such assignee assumes the obligations of Tenant
hereunder. For the purposes of this paragraph, the transfer (whether direct or
indirect) of all or a majority of the capital stock in a corporate Tenant (other
than the shares of the capital stock of a corporate Tenant whose stock is
publicly traded) or the merger, consolidation or reorganization of such Tenant
and the transfer of all or any general partnership interest in any partnership
Tenant shall be considered a Transfer. If Tenant is a general or limited
partnership (or is comprised of two or more persons or entities), the change or
conversion of Tenant to (i) a limited liability company, (ii) a limited
liability

18

partnership or (iii) any other entity which possesses the characteristics of
limited liability shall be prohibited unless the prior written consent of
Landlord is obtained, which consent may be withheld in Landlord's sole
discretion. Any such change or conversion without Landlord's consent shall not
release the individuals or entities comprising Tenant from personal liability
hereunder. Notwithstanding anything contained in this Section 14A to the
contrary, provided Tenant is not then in Default under this Lease, Tenant shall
have the right to assign this Lease or sublease the Premises, or any part
thereof, to an "Affiliate" (as defined below) without the prior written consent
of Landlord (and without Landlord having the right to receive any excess
consideration or to recapture the Premises as otherwise provided below in this
Section 14), but only upon at least 10 days prior written notice to Landlord and
subject to all of the other provisions of this Lease, specifically including,
without limitation, the continuation of liability of Tenant under this Lease.
Upon an assignment of this Lease to an Affiliate, the Affiliate shall assume the
obligations of the "Tenant" under this Lease from and after the effective date
of such assignment pursuant to a written assumption agreement executed and
delivered to Landlord prior to the effective date of such assignment.
"Affiliate" shall mean any corporation or other entity controlling, controlled
by or under the common control with Tenant or the surviving entity formed as a
result of a merger or consolidation with Tenant. The word "control", as used
herein, shall mean the power to direct or cause the direction of the management
and policies of the controlled entity through ownership of more than 50% of the
voting securities in such controlled entity. For the purposes of this Lease, an
entity shall not be an "Affiliate" of Tenant unless it can deliver evidence
reasonably satisfactory to Landlord that at the time of the proposed transfer it
has a net worth (determined in accordance with generally accepted accounting
principles) of at least $500 million dollars and during each of the two calendar
years immediately prior to the proposed transfer it had a cash flow, after
depreciation but before taxes, of at least $50 million dollars. Nothing
contained in this Section 14A shall permit an assignment of this Lease or the
subleasing of the Premises to any Affiliate that is disreputable or otherwise
not in keeping with the nature or class of tenants in the Building.

B.   Standards for Consent. If Tenant desires the consent of Landlord to a
---------------------
Transfer, Tenant shall submit to Landlord, at least 30 days prior to the
proposed effective date of the Transfer, a written notice which includes such
information as Landlord may require about the proposed Transfer and the
transferee. If Landlord does not terminate this Lease, in whole or in part,
pursuant to Section 14C, Landlord shall not unreasonably withhold its consent to
any assignment or sublease. Landlord shall not be deemed to have unreasonably
withheld its consent if, in the judgment of Landlord: (i) the transferee is of a
character or engaged in a business which is not in keeping with the standards or
criteria used by Landlord in leasing the Building; (ii) the financial condition
of the transferee is such that it may not be able to perform its obligations in
connection with this Lease; (iii) the purpose for which the transferee intends
to use the Premises or portion thereof is in violation of the terms of this
Lease or the lease of any other tenant in the Building; (iv) the transferee is a
tenant of the Building (unless otherwise approved in writing by Landlord or less
than 5% of the rentable area of the Building is then available for leasing by
Landlord to third parties); or (v) any other reasonable bases. If Landlord
consents to any sublease, Tenant shall pay to Landlord 50% of all rent and other
consideration received by Tenant in excess of the Rent paid by Tenant hereunder
for the

19

portion of the Premises so sublet (after deducting therefrom the amount of all
reasonable brokerage commissions, cash allowances and tenant improvement costs
actually paid by Tenant in connection with such sublease, which amount shall be
amortized on a straight-line basis over the lease term of the applicable
sublease). Such rent shall be paid as and when received by Tenant. In addition,
Tenant shall pay to Landlord any reasonable attorneys' fees and expenses
incurred by Landlord in connection with any proposed Transfer, whether or not
Landlord consents to such Transfer.

C.   Recapture. If Tenant desires to assign this Lease (other than to an
---------
Affiliate), Landlord shall have the right to terminate this Lease. Landlord may
exercise such right to terminate by giving notice to Tenant at any time within
15 days after the date on which Tenant has furnished to Landlord all of the
items required under Section 14B above. Notwithstanding the foregoing, prior to
marketing the Premises Tenant may notify Landlord that Tenant intends to
commence such marketing (a "Marketing Notice"), in which case Landlord may
exercise the right to terminate by giving notice to Tenant within 30 days after
Tenant has delivered such Marketing Notice. If Landlord fails to exercise such
right to terminate following delivery of a Marketing Notice, Landlord may not
thereafter elect to terminate this Lease in connection with any proposed
assignment submitted by Tenant during the six-month period commencing on the
date of delivery of the Marketing Notice. Landlord's decision not to terminate
this Lease as provided in this Section 14C shall not limit Landlord's right to
reasonably decline to consent to a proposed assignment as provided herein. If
Landlord exercises the right to terminate, Landlord shall be entitled to recover
possession of, and Tenant shall surrender, the Premises on the effective date of
the proposed assignment. If Landlord exercises such right to terminate, Landlord
shall have the right to enter into a lease with the proposed transferee without
incurring any liability to Tenant on account thereof.

D.   Permitted Occupancies. In connection with providing or receiving
---------------------
services, including, but not limited to, telecommunications services, Tenant may
locate or permit others to locate within the Premises equipment which is not
owned by Tenant. Such an arrangement (an "Equipment Collocation") shall not be
deemed an assignment or sublease and may be accomplished without notice to or
consent from Landlord. Any such equipment shall, for all other purposes under
this Lease, be deemed to be Tenant's personal property and Tenant shall be fully
and primarily liable for any and all obligations pertaining to or arising out of
such Equipment Collocation. Tenant shall indemnify, defend and hold harmless
Landlord from and against any claims of any nature asserted by the owners of
such equipment against Landlord.

15.  SURRENDER. Upon termination of the Term or Tenant's right to
possession of the Premises, Tenant shall return the Premises to Landlord in good
order and condition, ordinary wear and damage by fire or other casualty
excepted. If Landlord requires Tenant to remove any alterations pursuant to
Section 9, then such removal shall be done in a good and workmanlike manner; and
upon such removal Tenant shall restore the Premises to its condition prior to
the installation of such alterations. Without limiting the generality of the
foregoing, Tenant, at its expense, shall remove its signage, data cabling and
other items within Conduits, Connecting Equipment, communications equipment
(such as the antennas and satellite dishes) and independent power systems.
Tenant shall further restore all floor openings created for Tenant. If Tenant
does not remove such alterations and

20

items which Tenant is required to remove after being requested to do so by
Landlord, Landlord may remove the same and restore the Premises and the
Building; and Tenant shall pay the cost of such removal and restoration to
Landlord upon demand. Notwithstanding any provision contained in this Lease to
the contrary, any and all machinery, equipment and trade fixtures (including,
but not limited to, back-up generators, UPS, antennas and satellite dishes) or
other personal property placed in or installed on the Premises or the roof by
Tenant (or by Landlord at Tenant's expense) ("Tenant's Personalty") shall, at
Tenant's option, remain personalty notwithstanding the fact that it may be
affixed or attached to the realty, and shall during the Term belong to and at
Tenant's option, be removable by Tenant from time to time. Landlord hereby
waives any right of distraint against Tenant's Personalty for so long as it
remains Tenant's property. Tenant shall also remove its furniture, equipment,
trade fixtures and all other items of Tenant's Personalty from the Premises
prior to the termination of the Term or Tenant's right to possession of the
Premises. If Tenant does not remove such items, Tenant shall be conclusively
presumed to have conveyed the same to Landlord without further payment or credit
by Landlord to Tenant; or at Landlord's sole option such items shall be deemed
abandoned, in which event Landlord may cause such items to be removed and
disposed of at Tenant's expense, without notice to Tenant and without obligation
to compensate Tenant. Without limiting Tenant's obligation to restore the
Building after removal of its equipment, Tenant shall patch all holes in the
roof remaining after the removal of Tenant's roof-top equipment in the manner
suggested by the manufacture of the roof.

16.  DEFAULTS AND REMEDIES.

A.   Default. The occurrence of any of the following shall constitute a
-------
default (a "Default") by Tenant under this Lease: (i) Tenant fails to pay any
Rent when due (and such default shall continue for five business days after
written notice to Tenant); (ii) Tenant fails to perform any other provision of
this Lease and such failure is not cured within 30 days (or immediately if the
failure involves a hazardous condition) after written notice from Landlord (or
if such failure not involving a hazardous condition will take longer than 30
days to cure, if Tenant fails to immediately commence curing such failure or
thereafter fails to diligently pursue such cure to completion or in any event
fails to complete such cure within 120 days after the written notice from
Landlord); (iii) the leasehold interest of Tenant is levied upon or attached
under process of law; (iv) Tenant dissolves; (v) Tenant abandons or vacates the
Premises and ceases paying Rent when due; or (vi) any voluntary or involuntary
proceedings are filed by or against Tenant or any guarantor of this Lease under
any bankruptcy, insolvency or similar laws and, in the case of any involuntary
proceedings, are not dismissed within 90 days after filing.

B.   Right of Re-Entry. Upon the occurrence of a Default by Tenant,
-----------------
Landlord may elect to terminate this Lease, or, without terminating this Lease,
terminate Tenant's right to possession of the Premises. Upon any such
termination, Tenant shall immediately surrender and vacate the Premises and
deliver possession thereof to Landlord. Tenant grants to Landlord the right to
enter and repossess the Premises and to expel Tenant and any others who may be
occupying the Premises and to remove any and all property therefrom, without
being deemed in any manner guilty of trespass

21

and without relinquishing Landlord's rights to Rent or any other right given to
Landlord hereunder or by operation of law.

C.   Reletting. If Landlord terminates Tenant's right to possession of the
---------
Premises without terminating this Lease, Landlord shall use commercially
reasonable efforts to relet the Premises on commercially reasonable terms;
provided, however, Landlord may first lease Landlord's other available space and
shall not be required to accept any tenant offered by Tenant or to observe any
instructions given by Tenant about such reletting (but Landlord shall not be
prejudiced against reletting the Premises). Tenant shall reimburse Landlord for
the costs and expenses of reletting the Premises including, but not limited to,
all brokerage, advertising, legal, alteration and other expenses incurred to
secure a new tenant for the Premises. In addition, if the consideration
collected by Landlord upon any such reletting, after payment of the expenses of
reletting the Premises which have not been reimbursed by Tenant, is insufficient
to pay monthly the full amount of the Rent, Tenant shall pay to Landlord the
amount of each monthly deficiency as it becomes due. If such consideration is
greater than the amount necessary to pay the full amount of the Rent, the full
amount of such excess shall be retained by Landlord and shall in no event be
payable to Tenant.

D.   Termination of Lease. If Landlord terminates this Lease, Landlord may
--------------------
recover from Tenant and Tenant shall pay to Landlord, on demand, as and for
liquidated and final damages, an accelerated lump sum amount equal to the amount
by which the aggregate amount of Rent owing from the date of such termination
through the Expiration Date plus Landlord's reasonable estimate of the aggregate
expenses of reletting the Premises, exceeds the fair rental value of the
Premises for the same period (after deducting from such fair rental value
Landlord's reasonable estimate of the time needed to relet the Premises and the
amount of concessions which would normally be given to a new tenant), both
discounted to present value at the rate of 5% per annum.

E.   Other Remedies. Landlord may but shall not be obligated to cure any
--------------
Default of Tenant under this Lease; and, if Landlord so elects, all costs and
expenses paid by Landlord in performing such obligation, together with interest
at the Default Rate, shall be reimbursed by Tenant to Landlord on demand. Any
and all remedies set forth in this Lease: (i) shall be in addition to any and
all other remedies Landlord may have at law or in equity, (ii) shall be
cumulative, and (iii) may be pursued successively or concurrently as Landlord
may elect. The exercise of any remedy by Landlord shall not be deemed an
election of remedies or preclude Landlord from exercising any other remedies in
the future. Notwithstanding anything in this Lease to the contrary, Landlord
shall not avail itself of, and hereby waives (i) any right to receive punitive
damages and (ii) any statutory or contractual landlord's lien and any right or
remedy of distress or distraint.

F.   Bankruptcy. If Tenant becomes bankrupt, the bankruptcy trustee shall
----------
not have the right to assume or assign this Lease unless the trustee complies
with all requirements of the United States Bankruptcy Code; and Landlord
expressly reserves all of its rights, claims, and remedies thereunder.

22

G.   Waiver of Trial by Jury. Landlord and Tenant waive trial by jury in
-----------------------
the event of any action, proceeding or counterclaim brought by either
Landlord or Tenant against the other in connection with this Lease.

H.   Venue. If either Landlord or Tenant desires to bring an action against
-----
the other in connection with this Lease, such action shall be brought in the
federal or state courts located in Chicago, Illinois. Landlord and Tenant
consent to the jurisdiction of such courts and waive any right to have such
action transferred from such courts on the grounds of improper venue or
inconvenient forum.

I.   Landlord's Default. The following shall constitute an "event of
------------------
default" by Landlord under this Lease:

(i)  Landlord's failure to make any payment that this Lease obligates
Landlord to pay, provided such failure continues for ten days after
Tenant's written notice thereof to Landlord; and

(ii) Landlord's failure to observe and perform any material,
non-monetary obligations that this Lease requires Landlord to observe and
perform, provided such failure continues for 30 days after Tenant's notice
thereof to Landlord; provided further, however, that if the default cannot
reasonably be cured within such 30-day period, Landlord shall not be in
default if within such 30-day period Landlord shall commence such remedy
and thereafter diligently prosecute the same to completion.

Upon the occurrence of any event of default by Landlord specified above, Tenant
shall have all remedies available to it in equity or at law, including the right
to seek an order for specific performance. Tenant shall not avail itself of, and
hereby waives all rights to, any remedy of punitive damages. Except as stated in
this Lease, no remedy conferred upon Tenant shall be deemed exclusive, but shall
be cumulative, and every power and remedy given by this Lease to Tenant may be
exercised from time to time and as often as occasion may arise or as may be
deemed expedient.

J.   Tenant's Special Remedy. If Landlord fails to make available
-----------------------
Landlord's Contribution (as defined in Paragraph 9(a) of the Work Letter
Agreement) for application to the cost of the Tenant Work in accordance with the
requirements of the Work Letter Agreement, and such failure continues for a
period of 30 days after Landlord receives written notice thereof from Tenant and
if, as a result of such failure, Tenant itself actually pays any costs of the
Tenant Work that should have been covered by Landlord's Contribution, then
Landlord shall reimburse Tenant for such amounts actually paid by Tenant within
ten days after Landlord receives from Tenant a written request for such
reimbursement accompanied by invoices, paid receipts and lien waivers evidencing
the lien-free performance of the work at the cost specified in the invoices. If
Landlord fails to reimburse Tenant for amounts paid by Tenant in accordance with
this Section 16J, and Tenant is not in Default under this Lease, Tenant may
provide Landlord with a written notice of default and, if Landlord fails to make
such reimbursement within ten days after Landlord's receipt of such notice

23

of default, Tenant shall have the right to deduct from installments of Base Rent
thereafter next coming due under this Lease the amount that Tenant is otherwise
entitled to receive as reimbursement. The exercise of such right of set-off by
Tenant shall be communicated in writing to Landlord not later than five days
after the exercise of such right. Tenant's improper set-off of Rent shall
constitute a Default entitling Landlord to all available remedies.

17.  HOLDING OVER. If Tenant retains possession of the Premises after the
expiration or termination of the Term or Tenant's right to possession of the
Premises and without the written permission of Landlord, Tenant shall pay Rent
during such holding over at 150% of the rate in effect immediately preceding
such holding over computed on a daily basis for each day that Tenant remains in
possession. Tenant shall also pay, indemnify and defend Landlord from and
against all claims and damages, consequential as well as direct, sustained by
reason of Tenant's holding over. The provisions of this Section do not waive
Landlord's right of re-entry or right to regain possession by actions at law or
in equity or any other rights hereunder, and any receipt of payment by Landlord
shall not be deemed a consent by Landlord to Tenant's remaining in possession or
be construed as creating or renewing any lease or right of tenancy between
Landlord and Tenant.

18.  [INTENTIONALLY DELETED].

19.  [INTENTIONALLY DELETED]

20.  ESTOPPEL CERTIFICATES. Tenant agrees that, from time to time upon not
less than 20 days' prior request by Landlord, Tenant shall execute and deliver
to Landlord a written certificate certifying: (i) that this Lease is unmodified
and in full force and effect (or if there have been modifications, a description
of such modifications and that this Lease as modified is in full force and
effect); (ii) the dates to which Rent has been paid; (iii) that Tenant is in
possession of the Premises, if that is the case; (iv) that Landlord is not in
default under this Lease, or, if Tenant believes Landlord is in default, the
nature thereof in detail; (v) that Tenant has no off-sets or defenses to the
performance of its obligations under this Lease (or if Tenant believes there are
any off-sets or defenses, a full and complete explanation thereof); and (vi)
such additional matters as may be requested by Landlord, it being agreed that
such certificate may be relied upon by any prospective purchaser, mortgagee or
other person having or acquiring an interest in the Building. If Tenant fails to
execute and deliver any such certificate within 20 days after request, and such
failure continues for five days after an additional notice from Landlord, then
Tenant shall be deemed to have irrevocably appointed Landlord as Tenant's
attorney-in-fact to execute and deliver such certificate in Tenant's name.
Landlord agrees that, from time to time upon not less than 20 days' prior
request by Tenant, Landlord shall execute and deliver to Tenant a written
certificate certifying: (i) that this Lease is unmodified and in full force and
effect (or if there have been modifications, a description of such modifications
and that this Lease as modified is in full force and effect); (ii) the dates to
which Rent has been paid; (iii) that Tenant is not in default under this Lease,
or, if Landlord believes Tenant is in default, the nature thereof in detail; and
(iv) such additional factual matters as may be requested by Tenant, it being
agreed that such certificate may be relied upon by any prospective subtenant or
assignee of Tenant.

24

21.  SUBORDINATION. This Lease is and shall be expressly subject and
subordinate at all times to (a) any present or future ground, underlying or
operating lease of the Building, and all amendments, renewals and modifications
to any such lease, and (b) the lien of any present or future mortgage or deed of
trust encumbering fee title to the Building and/or the leasehold estate under
any such lease. If any such mortgage or deed of trust be foreclosed, or if any
such lease be terminated, upon request of the mortgagee, beneficiary or lessor,
as the case may be, Tenant will attorn to the purchaser at the foreclosure sale
or to the lessor under such lease, as the case may be. The foregoing provisions
are declared to be self-operative. Notwithstanding the foregoing to the
contrary, any such mortgagee, beneficiary or lessor may elect to give the rights
and interests of Tenant under this Lease (excluding rights in and to insurance
proceeds and condemnation awards) priority over the lien of its mortgage or deed
of trust or the estate of its lease, as the case may be. In the event of such
election and upon the mortgagee, beneficiary or lessor notifying Tenant of such
election, the rights and interests of Tenant shall be deemed superior to and to
have priority over the lien of said mortgage or deed of trust or the estate of
such lease, as the case may be, whether this Lease is dated prior to or
subsequent to the date of such mortgage, deed of trust or lease. In such event,
Tenant shall execute and deliver whatever instruments may be required by such
mortgagee, beneficiary or lessor to confirm such superiority. Not later than the
Commencement Date, Landlord, Tenant and Landlord's current first mortgagee shall
execute and deliver a Subordination, Attornment and Non-Disturbance Agreement in
the form attached hereto as Exhibit E. Furthermore, Tenant's agreement under
this Section to subordinate this Lease to the interest of any holder of a
ground, underlying or operating lease or mortgage or deed of trust executed or
delivered after the execution and delivery of this Lease is subject to and
conditioned on Landlord causing such party to deliver to Tenant a subordination,
non-disturbance and attornment agreement on such party's customary form or, at
such party's election, on a form substantially similar to the form attached
hereto as Exhibit E. If Tenant fails to execute any instrument required to be
executed by Tenant under this Section 21 within 20 days after request, and such
failure continues for five days after an additional notice from Landlord, Tenant
irrevocably appoints Landlord as its attorney-in-fact, in Tenant's name, to
execute such instrument. Landlord and Tenant agree that the subordinations by
Tenant provided for in this Section 21 shall be effective only on the condition
that the foreclosure of any current or future mortgage(s), or the termination of
any current or future ground leases, shall not disturb Tenant's possession under
this Lease or any of its rights under this Lease so long as Tenant is not in
Default under this Lease.

22.  QUIET ENJOYMENT. As long as no Default exists, Tenant shall peacefully
and quietly have and enjoy the Premises for the Term, free from interference by
Landlord, subject, however, to the provisions of this Lease. The loss or
reduction of Tenant's light, air or view due to improvements on adjacent
properties (including properties within the Complex) will not be deemed a
disturbance of Tenant's occupancy of the Premises nor will it affect Tenant's
obligations under this Lease or create any liability of Landlord to Tenant.

23.  BROKER. Tenant represents to Landlord that Tenant has dealt only with
the broker(s) set forth in Item 9 of the Schedule (the "Broker") in connection
with this Lease and that, insofar as Tenant knows, no other broker negotiated
this Lease or is entitled to any commission in

25

connection herewith. Tenant agrees to indemnify, defend and hold Landlord, its
property manager and their respective employees harmless from and against all
claims, demands, actions, liabilities, damages, costs and expenses (including,
attorneys' fees) arising from either (i) a claim for a fee or commission made by
any broker, other than the Broker, claiming to have acted by or on behalf of
Tenant in connection with this Lease, or (ii) a claim of, or right to, lien
under the statutes of Illinois relating to real estate broker liens with respect
to any such broker retained by Tenant. Landlord agrees to pay the Broker a
commission in accordance with the separate agreement between Landlord and the
Brokers described in Item 10 of the Schedule.

24. NOTICES. Except as otherwise expressly provided herein, all notices
and demands to be given by one party to the other party under this Lease shall
be given in writing, mailed or delivered to Landlord or Tenant, as the case may
be, at the address set forth above or at such other address as either party may
hereafter designate. Notices shall be delivered by hand or by United States
certified or registered mail, postage prepaid, return receipt requested, or by a
nationally recognized overnight air courier service. Notices shall be considered
to have been given upon the earlier to occur of actual receipt, two business
days after posting in the United States mail or the first business day after
delivery to the courier service.

25. MISCELLANEOUS.

A.  Successors and Assigns. Subject to Section 14 of this Lease, each
----------------------
provision of this Lease shall extend to, bind and inure to the benefit of
Landlord and Tenant and their respective legal representatives, successors and
assigns; and all references herein to Landlord and Tenant shall be deemed to
include all such parties.

B.  Entire Agreement. This Lease, and the riders and exhibits, if any,
----------------
attached hereto which are hereby made a part of this Lease, represent the
complete agreement between Landlord and Tenant; and Landlord has made no
representations or warranties except as expressly set forth in this Lease. No
modification or amendment of or waiver under this Lease shall be binding upon
Landlord or Tenant unless in writing signed by Landlord and Tenant.

C.  Time of Essence.  Time is of the essence of this Lease and each and
---------------
all of its provisions.

D.  Execution and Delivery. Submission of this instrument for
examination or signature by Tenant does not constitute a reservation of space or
an option for lease, and it is not effective until execution and delivery by
both Landlord and Tenant. Execution and delivery of this Lease by Tenant to
Landlord shall constitute an irrevocable offer by Tenant to lease the Premises
on the terms and conditions set forth herein, which offer shall be deemed to be
automatically revoked 15 days after such delivery unless executed by Landlord
during such 15-day period.

E.  Severability.  The  invalidity  or  unenforceability  of any
------------
provision  of this Lease shall not affect or impair any other provisions.

26

F.   Governing Law. This Lease shall be governed by and construed in
------------
accordance with the laws of the State in which the Premises are located.

G.   Attorneys' Fees. The nonprevailing party shall pay the prevailing
---------------
party all costs and expenses, including reasonable attorneys' fees, incurred by
such prevailing party in successfully enforcing the nonprevailing party's
obligations or successfully defending the prevailing party's rights under this
Lease against the nonprevailing party. Each party hereto shall pay the costs and
expenses, including reasonable attorneys' fees, incurred by the other party as a
result of any litigation in which such first party causes such second party,
without such second party's fault to become involved as a result of this Lease.

H.   [Intentionally Deleted].
-----------------------

I.   Joint and Several Liability. If Tenant is comprised of more than one
---------------------------
party, each such party shall be jointly and severally liable for Tenant's
obligations under this Lease.

J.   Force Majeure. Landlord shall not be in default hereunder and Tenant
-------------
shall not be excused from performing any of its obligations hereunder if
Landlord is prevented from performing any of its obligations hereunder due to
any accident, breakage, strike, shortage of materials, acts of God or other
causes beyond Landlord's reasonable control.

K.   Captions. The headings and titles in this Lease are for convenience
--------
only and shall have no effect upon the construction or interpretation of this
Lease.

L.   No Waiver. No receipt of money by Landlord from Tenant after
---------
termination of this Lease or after the service of any notice or after the
commencing of any suit or after final judgment for possession of the Premises
shall renew, reinstate, continue or extend the Term or affect any such notice or
suit. No waiver of any default of Tenant shall be implied from any omission by
Landlord to take any action on account of such default if such default persists
or be repeated, and no express waiver shall affect any default other than the
default specified in the express waiver and then only for the time and to the
extent therein stated.

M.   No Recording. Tenant shall not record this Lease or a memorandum of
------------
this Lease in any official records.

N.   Limitation of Liability. Any liability of Landlord under this Lease
-----------------------
shall be limited solely to its equity interest in the Building, and in no event
shall any personal liability be asserted against Landlord in connection with
this Lease nor shall any recourse be had to any other property or assets of
Landlord.

27

26.  EXPANSION OPTIONS.

A.   Option Spaces. For purposes of this Lease, the "Second Floor Option
-------------
Space" shall mean all rentable space on the second floor of the Building that is
not then leased by Tenant and the "Fifth Floor Option Space" shall mean the
entire fifth floor of the Building.

B.   Pre-Commencement Second Floor Expansion Option. Tenant shall have an
----------------------------------------------
option to lease the Second Floor Option Space effective as of the Commencement
Date by delivering written notice to Landlord at any time prior to the
Commencement Date (the "Pre-Commencement Second Floor Expansion Option"). If
Tenant exercises the Pre-Commencement Second Floor Expansion Option, then:

(i)   the rate of Base Rent per rentable square foot of the Second
Floor Option Space shall equal at all times during the Term the rate of
Base Rent per rentable square foot of the Initial Premises;

(ii)  no Monthly Base Rent or Adjustment Rent shall be due for the
Second Floor Option Space for the first nine months of the Initial Term;
provided, however, that the entire amount of rent so abated shall be
reinstated and shall become immediately due and payable upon the occurrence
of a Default by Tenant under this Lease, which reinstatement shall be as a
result of the failure to satisfy a condition subsequent and shall not be
deemed liquidated damages or a penalty; and

(iii) Landlord's Contribution (as defined in the Work Letter
Agreement) shall be increased by an amount equal to the product of (x)
$35.00 multiplied by (y) the number of rentable square feet in the Second
Floor Option Space.

C.   Post-Commencement Second Floor Expansion Option. Tenant shall have an
-----------------------------------------------
option to lease the Second Floor Option Space at any time during the first nine
months of the Initial Term by delivering written notice to Landlord at least
three months prior to the commencement date of the lease term for the Second
Floor Option Space (thus, such notice must be delivered no later than the last
day of the sixth month of the Initial Term) (the "Post-Commencement Second Floor
Expansion Option"). If Tenant exercises the Post-Commencement Second Floor
Expansion Option:

(i) the Base Rent for the Second Floor Option Space shall be as
follows:

Rate of Annual Base Rent per
Rentable Square Foot of the
Year of Term                    Second Floor Option Space
------------                    -------------------------

1 (partial year)                        $15.50

28

Rate of Annual Base Rent per
Rentable Square Foot of the
Year of Term           Second Floor Option Space
------------           -------------------------

2                             15.97

3                             16.44

4                             16.94

5                             17.45

6                             17.97

7                             18.51

8                             19.06

9                             19.63

10                            20.22

(ii)  there shall be no abatement of Rent for the Second Floor Option
Space; and

(iii) Landlord's Contribution (as defined in the Work Letter
Agreement) shall be increased by an amount equal to the product of (x)
$35.00 multiplied by (y) the number of rentable square feet in the Second
Floor Option Space.

D.   Second Floor Expansion Option Terms. Tenant's lease of the Second
-----------------------------------
Floor Option Space pursuant to the Pre-Commencement Second Floor Expansion
Option or the Post-Commencement Second Floor Expansion Option (each, a "Second
Floor Expansion Option") shall be further subject to the conditions that Tenant
is not in Default under this Lease, either on the date Tenant exercises the
Second Floor Expansion Option or on the proposed commencement date of the lease
term for the Second Floor Option Space, and this Lease is in full force and
effect both on the date Tenant exercises the Second Floor Expansion Option and
on the proposed commencement date of the lease term for the Second Floor Option
Space. If Tenant does not timely or properly exercise the Post-Commencement
Second Floor Expansion Option, Landlord may at any time thereafter lease the
Second Floor Option Space to any third-party tenant on such terms and provisions
as Landlord may elect, without any further rights of Tenant to lease such space
(except as provided in Section 27).

E.   Fifth Floor Expansion Option. Tenant shall have an option (the "Fifth
----------------------------
Floor Expansion Option") to lease all of the Fifth Floor Option Space on a date
selected by Landlord (the "Fifth Floor Expansion Date") within the 15 month
period following the end of the fifth year of the

29

Term. Landlord shall provide Tenant with at least 14 months advance notice of
the Fifth Floor Expansion Date. If Tenant exercises the Fifth Floor Expansion
Option:

(i)   the rate of Base Rent per rentable square foot of the
Fifth Floor Option Space shall at all times during the lease term of
the Fifth Floor Option Space equal the rate of Base Rent per rentable
square foot of the Initial Premises;

(ii)  there shall be no abatement of Rent for the Fifth Floor
Option Space; and

(iii) Landlord shall provide Tenant with an allowance for
tenant improvements to prepare the Fifth Floor Option Space for
Tenant's occupancy equal to (x) $10.00 per rentable square foot of the
Fifth Floor Option Space, if the Fifth Floor Option Space has
previously been improved for the benefit of Landlord or another tenant,
or (y) the product of (I) $30.00 per rentable square foot of the Fifth
Floor Option Space multiplied by (II) the quotient of (A) the number of
full calender months remaining in the Term as of the Fifth Floor
Expansion Date divided by (B) 120, if the Fifth Floor Option Space has
not previously been improved. Landlord and Tenant shall execute a work
letter agreement for the work to be performed by Tenant to prepare the
Fifth Floor Option Space for Tenant's occupancy (which work letter
agreement shall be substantially similar to the Work Letter Agreement)
and the foregoing allowance shall be disbursed to tenant in the same
manner (and subject to the same conditions) as Landlord's Contribution
under the Work Letter Agreement.

Tenant's lease of the Fifth Floor Option Space pursuant to the Fifth
Floor Expansion Option shall be further subject to the following terms and
conditions:

(i)   Tenant gives Landlord a written notice of its election
to exercise the Fifth Floor Expansion Option not later than 11 months
prior to the Fifth Floor Expansion Date;

(ii)  Tenant is not in Default under this Lease, either on the
date Tenant exercises the Fifth Floor Expansion Option or on the
proposed commencement date of the lease term for the Fifth Floor Option
Space, and this Lease is in full force and effect both on the date
Tenant exercises the Fifth Floor Expansion Option and on the proposed
commencement date of the lease term for the Fifth Floor Option Space;
and

(iii) If the Second Floor Expansion Space is available for
leasing on the Fifth Floor Expansion Date and is an acceptable size to
Tenant (which determination is solely the responsibility and right of
Tenant), Landlord may instead substitute the Second Floor Expansion
Space for the Fifth Floor Expansion Space.

If Tenant does not timely or properly exercise the Fifth Floor Expansion Option,
Landlord may at any time thereafter lease the Fifth Floor Option Space to any
third-party tenant on such terms and

30

provisions as Landlord may elect, without any further rights of Tenant to lease
such space (except as provided in Section 27).

F.   Terms. If Tenant  exercises a Second Floor Expansion  Option or
-----
the Fifth Floor Expansion Option (each, an "Expansion Option"), the following
terms and provisions shall apply:

(i)  Landlord shall lease the Second Floor Option Space or the
Fifth Floor Option Space, as applicable (each, an "Option Space"), to
Tenant for a lease term commencing on the applicable commencement date
and expiring on the Expiration Date of the Term. Landlord shall use
reasonable efforts to deliver possession of the Option Space to Tenant
at least two months prior to the applicable commencement date to enable
Tenant to prepare the Option Space for Tenant's occupancy (possession
by Tenant prior to the commencement of the lease term for the Option
Space shall be upon all of the terms and conditions of this Lease
[including, without limitation, Sections 9 and 11B], excluding only
Tenant's obligation to pay Base Rent and Adjustment Rent for the Option
Space during such period). Notwithstanding the foregoing, if Tenant
exercises the Pre-Commencement Expansion Option, Landlord shall use
reasonable efforts to deliver possession of the Second Floor Option
Space on the date that is the later to occur of (x) the date Tenant is
entitled to possession of the Initial Premises pursuant to the Work
Letter Agreement and (y) two business days after the day Tenant
exercises the Option. In no event shall Landlord be liable to Tenant if
Landlord is unable to deliver possession of the Option Space to Tenant
at least two months prior to the applicable commencement date (or, with
respect to the Second Floor Option Space, if Tenant exercises the
Pre-Commencement Second Floor Expansion Option, the date described
above) for causes outside Landlord's reasonable control (including,
without limitation, the failure of any existing tenant in such space to
timely vacate its premises). If Landlord is unable to deliver
possession of an Option Space to Tenant at least two months prior to by
the applicable commencement date (or, with respect to the Second Floor
Option Space, if Tenant exercises the Pre-Commencement Second Floor
Expansion Space, the date described above), then the commencement date
of the lease term of the Option Space shall be deferred by a number of
days equal to the number of days of delay of delivery of possession of
the Option Space to Tenant (excluding delays caused by Tenant or its
employees, agents or contractors). Furthermore, if such delay exceeds
three months (excluding delays caused by Tenant or its employees,
agents or contractors), by written notice to Landlord no later than 15
days after the expiration of such three-month period, Tenant may elect
to rescind its exercise of Expansion Option, in which case this Lease
shall continue in full force and effect as if Tenant had never
exercised such option.

(ii) Landlord shall deliver the Option Space to Tenant with the
same level of base building improvements as Landlord is required to
deliver the Initial Premises (not including the first floor), except
with respect to the Fifth Floor Option Space if it has previously been
improved for the benefit of Landlord or another tenant. Tenant shall
accept the Option Space in an "as-is" physical condition, without any
agreement, representation, credit or allowance

31

from Landlord with respect to the improvement or condition thereof,
except as otherwise set forth in this Section 26.

(iii)  Effective as of the commencement date of the lease term of
the Option Space, Tenant's Proportionate Share shall be increased by
the percentage equivalent of the quotient of the rentable square feet
in the Option Space divided by the rentable square feet in the
Building.

(iv)   All of the terms and provisions of this Lease shall apply
with respect to the Option Space, except as the same may be
inconsistent with the provisions of this Section 26.

G.   Amendment.  If Tenant exercises an Expansion Option, Landlord and
---------
Tenant shall promptly execute and deliver an amendment to this Lease reflecting
the lease of the Option Space by Landlord to Tenant on the terms herein
provided.

H.   Termination.  Each Expansion Option shall automatically terminate
-----------
and become null and void upon the earlier to occur of (1) the  expiration or
termination of this Lease, (2) the termination by Landlord of Tenant's right to
possession of all or any part of the Premises, (3) the assignment of this Lease
by Tenant, in whole or in part (other than to an Affiliate), (4) the sublease by
Tenant of all or any part of the Premises (other than to an Affiliate), (5) the
recapture by Landlord of the Premises pursuant to Section 14C, or (6) the
failure of Tenant to timely or properly exercise the Expansion Option.

27.  RIGHTS OF FIRST REFUSAL TO LEASE SPACE.

A.   Right of First Refusal. If Landlord intends to offer to a third
----------------------
party or to accept an offer from a third party for a lease of (i) all or any
part of the Second Floor Option Space or the Fifth Floor Option Space, or (ii)
the space described in clause (i) above plus any other space in the Building
(for purposes hereof, such other space shall be deemed to be part of the "Actual
ROFR Space"), Landlord shall give Tenant written notice of such offer
("Landlord's ROFR Notice") prior to Landlord entering into such lease.
Landlord's Notice shall specify (i) the location and rentable area of the
portion of the Option Space which Landlord desires to lease (which is henceforth
referred to as the "Actual ROFR Space"), (ii) the proposed lease term for the
Actual ROFR Space, (iii) the date Landlord will deliver possession of the Actual
ROFR Space for the tenant to commence tenant improvements to prepare the Actual
ROFR Space for occupancy, (iv) the annual rate of base rent per square foot of
rentable area for the Actual ROFR Space, (v) the amount of all rent adjustments
for the Actual ROFR Space, including, without limitation, fixed and/or indexed
rent adjustments and rent adjustments for Expenses and Taxes for the Building,
(vi) the tenant concessions (e.g., rent abatements and tenant improvement
allowances and improvements), if any, which Landlord will provide in connection
with such lease of the Actual ROFR Space; and (vii) any other material terms of
such offer. Notwithstanding the foregoing, with respect to any offer to
Landlord, its managing agent or its lender or any of their affiliates, the
rental rate set forth in Landlord's ROFR Notice shall

32

equal the Fair Market Rent for the Actual ROFR Space (determined in the same
manner as set forth in Section 28B with respect to the Actual ROFO Space [as
hereinafter defined]) rather than the terms offered to such party. Tenant shall
thereupon have a right (a "Right of First Refusal") to lease all, but not less
than all, of the Actual ROFR Space, subject to the following terms and
conditions:

(1) Tenant gives Landlord a written notice of its election to
exercise the Right of First Refusal within 12 business days after
Landlord gives Tenant Landlord's ROFR Notice; and

(2) Tenant is not in Default under this Lease, either on the date
Tenant exercises the Right of First Refusal or on the proposed
commencement date of the lease term for the Actual ROFR Space, and this
Lease is in full force and effect both on the date Tenant exercises the
Right of First Refusal and on the proposed commencement date of the
lease term for the Actual ROFR Space.

If Tenant does not timely or properly exercise a Right of First Refusal,
Landlord may at any time thereafter lease the Actual ROFR Space to any
third-party tenant on terms and provisions substantially similar to those set
forth in Landlord's ROFR Notice, without any further rights of Tenant to lease
such space (except as provided in Section 26C) unless and until such third-party
tenant has vacated the space and such space is again available for leasing.
Furthermore, if such third party tenant is granted an option to expand into a
specifically designated part of the Option Space, Tenant shall not have a Right
of First Refusal to lease such specifically designated part of the Option Space
unless and until such third-party tenant's expansion option on such part of the
Option Space has expired.

B.    Terms.  If Tenant exercises a Right of First Refusal, the
-----
following terms and provisions shall apply:

(1)   Landlord shall lease the Actual ROFR Space to Tenant for a
lease term specified in Landlord's ROFR Notice and expiring on the
Expiration Date of the Term (unless the commencement date of Tenant's
lease of the Actual ROFR Space is on or after the third anniversary of
the Commencement Date, in which case the expiration date of Tenant's
lease of the Actual ROFR Space shall be the date set forth in
Landlord's ROFR Notice). Landlord shall use reasonable efforts to
deliver possession of the Actual ROFR Space to Tenant on the date
specified in Landlord's ROFR Notice for the delivery of possession. In
no event shall Landlord be liable to Tenant if Landlord is unable to
deliver possession of the Actual ROFR Space on the date specified in
Landlord's ROFR Notice for causes outside Landlord's reasonable control
(including, without limitation, the failure of any existing tenant in
such Actual ROFR Space to timely vacate its premises). If Landlord is
unable to deliver possession of the Actual ROFR Space to Tenant by the
specified date (excluding delays caused by Tenant or its employees,
agents or contractors), then the commencement date of the lease term of
the Actual ROFR Space shall be deferred by a

33

number of days equal to the number of days of delay of delivery of
possession of the Actual ROFR Space to Tenant (excluding delays caused
by Tenant or its employees, agents or contractors). Furthermore, if
such delay exceeds three months (excluding delays caused by Tenant or
its employees, agents or contractors), by written notice to Landlord
no later than 15 days after the expiration of such three-month period,
Tenant may elect to rescind its exercise of the Right of First Refusal,
in which case this Lease shall continue in full force and effect as if
Tenant had never exercised such option.

(2) The Base Rent payable for the Actual ROFR Space shall be
equal to 95% of the Base Rent set forth in Landlord's ROFR Notice
(provided that if the lease term set forth in Landlord's ROFR Notice is
different than the lease term of Tenant's lease of the Actual ROFR
Space [i.e., because the commencement date of the lease of the Actual
ROFR Space is on or before the third anniversary of the Commencement
Date], the Base Rent set forth in Landlord's ROFR Notice shall be
equitably adjusted by Landlord to account for such difference).

(3) Tenant shall not be entitled to any rental abatement for
the Actual ROFR Space except as otherwise set forth in Landlord's ROFR
Notice.

(4) Tenant shall accept the Actual ROFR Space in an "as-is",
"where-is" condition, without any agreement, representation, credit or
allowance from Landlord with respect to the improvement or condition
thereof, except as otherwise set forth in Landlord's ROFR Notice
(provided that if the lease term set forth in Landlord's ROFR Notice is
different than the lease term of Tenant's lease of the Actual ROFR
Space, any allowance set forth in Landlord's ROFR Notice shall be
equitably adjusted by Landlord to account for such difference).

(5) All of the terms and provisions of this Lease shall apply
with respect to the Actual ROFR Space, except as the same may be
inconsistent with the provisions of this Section 27.

C.       Amendment.  If Tenant exercises a Right of First Refusal,
---------
Landlord and Tenant shall promptly execute and deliver an amendment to this
Lease reflecting the lease of the Actual ROFR Space by Landlord to Tenant on the
terms herein provided.

D.       Termination.  Each Right of First Refusal shall automatically
-----------
terminate and become null and void upon the earlier to occur of (1) the
expiration or termination of this Lease, (2) the termination by Landlord of
Tenant's right to possession of all or any part of the Premises, (3) the
assignment of this Lease by Tenant, in whole or in part (other than to an
Affiliate), (4) the sublease by Tenant of all or any part of the Premises (other
than to an Affiliate), (5) the recapture by Landlord of the Premises pursuant to
Section 14C, or (6) the failure of Tenant to timely or properly exercise the
Right of First Refusal.

34

28.  RIGHTS OF FIRST OPPORTUNITY TO LEASE SPACE.

A.   ROFO Space. For purposes of this Lease, the "ROFO Space" shall
----------
mean the entire sixth floor and seventh floor of the Building and, if Landlord
develops and constructs an office building in the Complex adjacent to the
Building (the "Phase II Building"), two contiguous full floors in such building
(such floors to be designated by Landlord promptly after completion of the Phase
II Building). Tenant acknowledges that Landlord shall have no liability and
Tenant shall be entitled to no credit or abatement if Landlord does not develop
and construct the Phase II Building. If the Phase II Building is a build-to-suit
for a single tenant, no space in that building shall be included in the ROFO
Space. Furthermore, the ROFO Space shall include space in the Phase II Building
only during the period that Landlord owns both the Building and the Phase II
Building.

B.   Right of First Opportunity. With respect to any lease which
--------------------------
Landlord hereafter intends to enter into with a third-party tenant for either
(i) all or any portion of the ROFO Space, or (ii) the space described in clause
(i) above plus any other space in the Building (for purposes hereof, any such
other space shall be deemed to be part of the ROFO Space), Landlord shall give
Tenant written notice of such intent ("Landlord's ROFO Notice") prior to
Landlord entering into such lease. Landlord's ROFO Notice shall specify (i) the
location and rentable area of the portion of the ROFO Space which Landlord
desires to lease (which is henceforth referred to as the "Actual ROFO Space"),
(ii) the proposed lease term for the Actual ROFO Space, (iii) the date Landlord
will deliver possession of the Actual ROFO Space for Tenant to commence tenant
improvements to prepare the Actual ROFO Space for Tenant's occupancy (which must
be at least two months prior to the commencement of the lease term for the
Actual ROFO Space), (iv) the annual rate of base rent per square foot of
rentable area which Landlord desires to charge for the Actual ROFO Space, which
shall not exceed the "Fair Market Rent" for such space. "Fair Market Rent" means
the annual amount per rentable square foot that a willing, comparable,
non-equity, non-renewal, non-expansion new tenant would pay, and a willing
landlord of a comparable first-class office building in the pertinent market
would accept at arms' length, giving appropriate consideration to annual rental
rates per rentable square foot, the type of escalation clauses (including, but
without limitation, operating expenses, real estate taxes and CPI), the extent
of liability under the escalation clauses (e.g., whether determined on a "net
lease" basis or by increases over a particular base year or base dollar amount),
abatement provisions reflecting free rent and/or no rent during the period of
construction or any other period during the lease term, brokerage commissions,
length of lease term, size and location of premises being leased, level of
existing improvements, building standard work letter and/or tenant improvement
allowances, if any, creditworthiness of tenant and other generally applicable
terms and conditions of tenancy for the space in question (Landlord may exclude
from such consideration the terms of any lease of space in the Building or the
Phase II Building by Landlord, its managing agent or its lender or any of their
affiliates), but such rental rate per rentable square foot of the ROFO Space
shall not at any time during the Term be less than the rental rate per rentable
square feet of the Initial Premises at such time, (v) the amount of all rent
adjustments which Landlord desires to charge for the Actual ROFO Space,
including, without limitation, fixed and/or indexed rent

35

adjustments and rent adjustments for Expenses and Taxes for the Building, and
(vi) the tenant concessions (e.g., rent abatements and tenant improvement
allowances), if any, which Landlord would be willing to provide to lease the
Actual ROFO Space. Items (iv) through (vi) in the preceding sentence shall be
quoted by Landlord in Landlord's Notice for a hypothetical lease having a lease
term which would expire on the Expiration Date of the Term (unless the
commencement date of the lease term of the Actual Option Space will be on or
after the third anniversary of the Commencement Date, in which case Landlord
may, in Landlord's ROFO Notice, set forth an expiration date Landlord believes
will be acceptable to third parties). Tenant shall thereupon have a right (a
"Right of First Opportunity") to lease all, but not less than all, of the Actual
ROFO Space, subject to the following terms and conditions:

(1) Tenant gives Landlord a written notice of its election to
exercise the Right of First Opportunity within 12 business days after
Landlord gives Tenant Landlord's ROFO Notice; and

(2) Tenant is not in Default under this Lease, either on the
date Tenant exercises the Right of First Opportunity or on the proposed
commencement date of the lease term for the Actual ROFO Space, and this
Lease is in full force and effect both on the date Tenant exercises the
Right of First Opportunity and on the proposed commencement date of the
lease term for the Actual ROFO Space.

If Tenant does not timely or properly exercise the Right of First Opportunity,
Landlord may at any time thereafter lease the Actual ROFO Space to any
third-party tenant on such terms and provisions as Landlord may elect, without
any further rights of Tenant to lease such space; provided, however, that
Landlord may not enter into a lease with any such third party on economic terms
materially more favorable to such party than the terms offered by Landlord to
Tenant in Landlord's ROFO Notice (as used herein, "materially more favorable"
means the rental rate or tenant improvement allowance offered to the third party
is at least 5% more favorable to the third party than the terms set forth in
Landlord's ROFO Notice). Furthermore, if such third-party tenant is granted an
option to expand into a specifically designated part of the ROFO Space, Tenant
shall not have a Right of First Opportunity to lease such specifically
designated part of the ROFO Space unless and until such third-party tenant's
expansion option on such part of the ROFO Space has expired.

C.       Terms.  If Tenant exercises a Right of First Opportunity, the
-----
following terms and provisions shall apply:

(1) Landlord shall lease the Actual ROFO Space to Tenant for a
lease term commencing on the date specified in Landlord's ROFO Notice
and expiring on the expiration date set forth in Landlord's ROFO
Notice. Landlord shall use reasonable efforts to deliver possession of
the Actual ROFO Space to Tenant at least two months prior to the
commencement date specified in Landlord's ROFO Notice to enable Tenant
to prepare the Actual ROFO Space for Tenant's occupancy (possession by
Tenant prior to the

36

commencement of the lease term for the Actual ROFO Space shall be upon
all of the terms and conditions of this Lease [including, without
limitation, Sections 9 and 11B], excluding only Tenant's obligation to
pay Base Rent and Adjustment Rent for the Actual ROFO Space during
such period). In no event shall Landlord be liable to Tenant if
Landlord is unable to deliver possession of the Actual ROFO Space to
Tenant at least two months prior to the commencement date specified in
Landlord's ROFO Notice for causes outside Landlord's reasonable
control (including, without limitation, the failure of any existing
tenant in such Actual ROFO Space to timely vacate its premises). If
Landlord is unable to deliver possession of the Actual ROFO Space to
Tenant at least two months prior to the commencement date, then the
commencement date of the lease term of the Actual ROFO Space shall be
deferred by a number of days equal to the number of days of delay of
delivery of possession of the Actual ROFO Space to Tenant (excluding
delays caused by Tenant or its employees, agents or contractors).
Furthermore, if such delay exceeds three months (excluding delays
caused by Tenant or its employees, agents or contractors), by written
notice to Landlord no later than 15 days after the expiration of such
three-month period, Tenant may elect to rescind its exercise of the
Right of First Opportunity, in which case this Lease shall continue in
full force and effect as if Tenant had never exercised such option.

(2) The Base Rent and Rent Adjustment payable for the Actual
ROFO Space shall be as set forth in Landlord's ROFO Notice.

(3) Tenant shall not be entitled to any rental abatement for
the Actual ROFO Space except as otherwise set forth in Landlord's ROFO
Notice.

(4) Tenant shall accept the Actual ROFO Space in an "as-is",
"where-is" condition, without any agreement, representation, credit or
allowance from Landlord with respect to the improvement or condition
thereof, except as otherwise set forth in Landlord's ROFO Notice.

(5) All of the terms and provisions of this Lease shall apply
with respect to the Actual ROFO Space, except as the same may be
inconsistent with the provisions of this Section 28.

D.       Amendment.  If Tenant exercises a Right of First Opportunity,
---------
Landlord and Tenant shall promptly execute and deliver an amendment to this
Lease reflecting the lease of the Actual ROFO Space by Landlord to Tenant on the
terms herein provided.

E.       Termination.  Each Right of First Opportunity shall
-----------
automatically terminate and become null and void upon the earlier to occur of
(1) the expiration or termination of this Lease, (2) the termination by Landlord
of Tenant's right to possession of all or any part of the Premises, (3) the
assignment of this Lease by Tenant, in whole or in part (other than to an
Affiliate), (4) the sublease by Tenant of all or any part of the Premises (other
than to an Affiliate), (5) the recapture by Landlord

37

of the Premises pursuant to Section 14C, or (6) the failure of Tenant to timely
or properly exercise the Right of First Opportunity.

29.   PARKING.  Landlord agrees to furnish to Tenant, at no additional
charge, 259 reserved parking spaces in the Building's parking lot, for so long
as this Lease is in full force and effect and Tenant is not in Default under
this Lease. If the rentable area of the Premises is reduced below the amount
stated in Item 1B of the Schedule for any reason, then the number of Tenant's
reserved parking spaces shall be reduced proportionately. The locations of the
reserved parking spaces to be furnished to Tenant are designated on Exhibit G
attached hereto. Tenant acknowledges that the locations of Tenant's reserved
parking spaces are subject to change by Landlord if Landlord restripes the
parking areas, adds additional parking areas or reconfigures the parking areas
for any reason (provided Landlord may not decrease the number of reserved
parking spaces granted to Tenant and at least 17 of such reserved parking spaces
must be the closest parking spaces to an entrance to the Building that may be
reserved by Landlord). Landlord, at Landlord's expense, shall mark Tenant's
reserved parking spaces in a reasonable manner to indicate to third parties that
such spaces are reserved for use by Tenant, but Landlord shall have no
responsibility for or liability in the event of any unauthorized use of said
parking spaces reserved for Tenant. In addition to Tenant's right to use said
reserved parking spaces, for so long as this Lease is in full force and effect
and Tenant is not in Default hereunder, and so long as Tenant is then using all
of its reserved parking spaces, Tenant may use the available non-reserved
parking spaces in Landlord's parking lot, free of charge, on a first come,
first-served basis with other tenants of the Building and their guests and
invitees. The initial configuration of parking areas for the Building and the
proposed Phase II Building is depicted on exhibit G (provided Landlord reserves
the right to reconfigure such parking areas from time to time as provided
above). Tenant's use of all parking spaces is subject to all applicable codes,
ordinances, laws, regulations and statutes and reasonable rules and regulations
promulgated from time to time by Landlord, as well as the restrictions set forth
in the recorded Declaration of Covenants, Conditions, Restrictions, Reciprocal
Rights and Easements encumbering the Complex (as amended from time to time, the
"Declaration"). Provided Tenant is not then in Default under this Lease and
Tenant is then occupying at least 70,000 rentable square feet of the Premises
(not including occupancy of any subtenants or assignees other than Affiliates),
Landlord shall not enter into a lease or written agreement expressly allowing
any other tenant in the Building or the Phase II Building to use a number of
parking spaces exceeding four parking spaces per 1,000 rentable square feet of
such tenant's premises unless Landlord provides additional parking areas beyond
those depicted on Exhibit G or makes other arrangements (such as expressly
limiting the parking rights of other tenants or restriping the parking lots) to
accommodate such excess (i.e., more than four parking spaces per 1,000 rentable
square feet) parking spaces granted to such tenant.

30.   SIGNAGE. Tenant, at Tenant's expense, shall have the exclusive
right during the Term (including the Renewal Terms, if applicable) to install up
to two signs on the Building's parapet. In addition, Tenant shall have the right
during the Term, in common with other tenants in the Building, to maintain
Building-standard signage on the pylon sign in front of the Building as well as
at the entrance to the Building and in the elevator lobbies on floors occupied
by Tenant. Such installation of Building-standard signage on the pylon and at
the entrance and elevator lobbies shall

38

be at Landlord's expense. The design and installation of Tenant's parapet
signage shall be in compliance with all applicable codes, ordinances, laws,
regulations and statutes and the Declaration and further subject to Landlord's
reasonable approval and supervision. It shall be a condition of Tenant's right
to maintain its name on such signs that (a) Tenant is not in Default under this
Lease and (b) this Lease is in full force and effect. It shall be a further
condition of Tenant's right to maintain such parapet signage that Tenant is an
occupant of at least 70,000 rentable square feet of space in the Building (not
including occupancy of any subtenants or assignees other than Affiliates),
provided, however, if Tenant occupies less than 70,000 rentable square feet but
more than 60,000 rentable square feet, Tenant may maintain one sign on the
Building's parapet. If Tenant occupies less than 60,000 rentable square feet in
the Building (not including occupancy of any subtenants or assignees other than
Affiliates), upon Landlord's written request Tenant shall remove its parapet
signage, at Tenant's expense. Upon the expiration or termination of the Term or
Tenant's right to retain such signage, Tenant, at Tenant's expense, shall remove
its parapet signs. The rights granted to Tenant in this Section 30 are personal
to TCI Great Lakes, Inc. and shall not inure for the benefit of any subtenant or
assignee (other than an Affiliate). For so long as (w) Tenant is not in Default
under this Lease, (x) this Lease is in full force and effect, (y) Tenant is an
occupant of at least 60,000 rentable square feet in the Building (not including
occupancy of any subtenants or assignees other than Affiliates) and (z) among
Tenant's primary business activities is providing to the general public video,
data, satellite or voice communications capabilities (e.g., a telephone company,
cable television company or internet service provider), Landlord shall not grant
to any other tenant in the Building whose primary business is providing to the
general public video, data, satellite or voice communications capabilities
(e.g., America Online, Ameritech, MCI or Qwest) (but not including, without
limitation, any tenant whose primary business is providing software or hardware
for such communications or content for such communications [e.g., Bloomberg, Dow
Jones or Salon Magazine]), the right to maintain a sign in the lobby of the
Building (not including mention of such tenant in any Building directory).

31. RIGHT OF FIRST REFUSAL TO PURCHASE BUILDING. Before Landlord makes
or accepts an offer set forth in a letter of intent to sell the Building to a
third party, Landlord shall offer to sell the Building to Tenant on such terms.
If Tenant does not accept such offer from Landlord within ten business days
after its submission, Landlord may thereafter sell the Building to any third
party on terms acceptable to Landlord (which may be similar to or different than
those contained in the offer submitted to Tenant, provided that the net purchase
price to be paid by such third party [after taking into account all credits,
prorations and concessions] is not less than 95% of the purchase price set forth
in the offer submitted to Tenant and the non-economic terms offered to such
third party are not materially more favorable than those set forth in the offer
submitted to Tenant). If the offer set forth in the letter of intent is to sell
the Building with other property (such as, without limitation, the Phase II
Building), then Landlord's offer to Tenant shall include both the Building and
such other property (and Tenant will not have the option of buying only the
Building or only the other property).

39

32.      RENEWAL OPTIONS.

A.       First Renewal Option. Tenant shall have an option (the "First
--------------------
Renewal Option") to renew the Term with respect to all or a portion of the
Premises demised under or pursuant to this Lease as of the expiration date of
the Initial Term (subject to Section 32D), for one additional term (the "First
Renewal Term") of five years, upon the following terms and conditions:

(1) Tenant gives Landlord written notice of Tenant's election
to exercise the First Renewal Option not later than 12 months prior to
the expiration date of the Initial Term (which notice shall specify
which portion of the Premises Tenant desires to renew);

(2) Tenant is not in Default under this Lease, either on the
date Tenant exercises the First Renewal Option or on the expiration
date of the Initial Term, and this Lease is in full force and effect on
the date on which Tenant exercises the First Renewal Option and on the
proposed commencement date of the First Renewal Term; and

(3) If Tenant renews the Term for less than all of the
Premises, such lesser portion must consist of all space leased by
Tenant on a floor and Tenant may not renew the Term for a particular
floor unless Tenant also renews the Term for all space then leased by
Tenant on lower floors (not including the space leased by Tenant on the
second floor, which may, in Tenant's sole discretion, not be included
in the space being renewed).

(4) Tenant may not renew the Term for any particular part of
the Premises if Tenant has subleased or assigned (other than to an
Affiliate) that part of the Premises for a term that expires less than
two years prior to the expiration of the Initial Term.

B.       Second Renewal Option. Tenant shall have an option (the
---------------------
"Second Renewal Option") to renew the Term with respect to all (but not less
than all) of the Premises demised under or pursuant to this Lease as of the
expiration date of the First Renewal Term, for one additional term (the "Second
Renewal Term") of five years, upon the following terms and conditions:

(1) Tenant gives Landlord written notice of Tenant's election
to exercise the Second Renewal Option not later than 12 months prior to
the expiration date of the First Renewal Term;

(2) Tenant is not in Default under this Lease, either on the
date Tenant exercises the Second Renewal Option or on the expiration
date of the First Renewal Term, and this Lease is in full force and
effect on the date on which Tenant exercises the Second Renewal Option
and on the proposed commencement date of the Second Renewal Term; and

(3) Tenant may not renew the Term if Tenant has subleased any
part of the Premises or assigned this Lease (other than to an
Affiliate) for a term that expires less than two years prior to the
expiration of the First Renewal Term.

40

C.      Terms. If Tenant timely and properly exercises the First
-----
Renewal Option or the Second Renewal Option (each, a "Renewal Option"):

(1) The Rent payable for the First Renewal Term or the Second
Renewal Term (each, a "Renewal Term"), as applicable, shall be equal
to the "market rate of rent" that will be in effect for the applicable
space at the commencement of the Renewal Term. If Tenant exercises a
Renewal Option, Landlord shall notify Tenant of Landlord's
determination of the market rate of rent for the Renewal Term within
15 days after Tenant's exercise of the Renewal Option. "Market rate of
rent" shall mean the greater of (i) 95% of Fair Market Rent for the
applicable space (as defined in Section 28B) and (ii) the
then-escalated rate of Rent for the Premises as of the last year of
the Initial Term or the First Renewal Term, as applicable (the
"Existing Rental Rate"). The Base Rent payable during the Renewal Term
shall be subject to adjustment during the Renewal Term as provided in
Landlord's written notice setting forth the market rate of rent (or,
if the market rate of rent is the Existing Rental Rate, the Base Rent
shall increase by 3% during each year of the Renewal Term, commencing
with the first day of the first year of the Renewal Term). There shall
be no abatement of Base Rent or Adjustment Rent for the Premises
during the Renewal Term, except as may be specifically provided in
Landlord's written notice setting forth the market rate of rent. If
Landlord and Tenant fail to agree in writing upon the market rate of
rent for the Renewal Term within 30 days of Tenant's exercise of the
Renewal Option, as Tenant's sole option and remedy, Tenant may elect
to rescind Tenant's exercise of the Renewal Option by written notice
to Landlord during such 30-day period (if Tenant fails to timely
deliver such notice of rescission and the parties have failed to agree
in writing upon the market rate of Rent, Landlord's determination of
the market rate of rent shall be binding upon Landlord and Tenant).

(2) Tenant shall have no further options to renew the Term of
this Lease beyond the expiration date of the Second Renewal Term.

(3) Landlord shall not be obligated to perform any leasehold
improvement work in the Premises or give Tenant any allowance for any
such work or any other purposes during or for a Renewal Term, except
as to any allowance which may be specifically provided in Landlord's
written notice setting forth the market rate of rent and except that
Landlord, at its sole cost and expense, will at one time during each
Renewal Term paint all painted wall surfaces with one coat of paint
and replace all carpeting (the paint and carpet shall be similar in
quality to the original materials installed by Tenant).

(4) Except for the rate of Rent and except as otherwise
provided herein, all of the terms and provisions of this Lease shall
remain the same and in full force and effect during the Renewal Term.

D.      Staggered Terms. If Tenant exercises a Right of First Refusal
---------------
or a Right of First Opportunity and the Actual ROFR Space or the Actual ROFO
Space has a lease term expiring on

41

a date other than the expiration date of the Initial Term, then Tenant shall
have the right to renew the lease term of such Actual ROFR Space or Actual ROFO
Space on the terms provided above in this Section 32, provided the time periods
for the exercise of such Renewal Options for such Actual ROFR Space or Actual
ROFO Space and for the commencement of such five-year Renewal Terms for such
Actual ROFR Space or Actual ROFO Space shall be based upon the scheduled lease
terms of such spaces (i.e., for such Actual ROFR Space and Actual ROFO Space,
the references to "Initial Term" in this Section 32 shall mean the originally
scheduled lease term for such space after Tenant exercises the applicable option
and takes possession of the space).

E.   Amendment. If Tenant exercises a Renewal Option, Landlord and
---------
Tenant shall promptly execute and deliver an amendment to this Lease reflecting
the lease of the Premises by Landlord to Tenant for the Renewal Term on the
terms provided above.

F.   Termination. Each Renewal Option shall automatically terminate and
-----------
become null and void upon the earlier to occur of (1) the expiration or
termination of this Lease, (2) the termination of Tenant's right to possession
of the Premises, or (3) the failure of Tenant to timely or properly exercise the
Renewal Option.

33.  TERMINATION OPTION.

A.   Termination Option. Tenant shall have an option (the "Termination
------------------
Option") to terminate this Lease with respect to the Initial Premises and the
Second Floor Option Space (if Tenant leases such space through the exercise of
the Second Floor Expansion Option), or to terminate Tenant's lease of only a
part of the Initial Premises and the Second Floor Option Space (if Tenant leases
such space through the exercise of the Second Floor Expansion Option) (provided
if Tenant terminates this Lease as to only a part of the Premises, (i) such part
must consist of at least one full floor, (ii) Tenant may not terminate this
Lease for a particular floor unless Tenant also terminates this Lease for all
portions of the applicable space then leased by Tenant on higher floors, and
(iii) if consisting of more than one full floor, may not include less than all
space leased by Tenant on a floor [i.e., Tenant may not terminate only part of
the space leased by Tenant on a particular floor]), effective as of the last day
of the seventh year of the Term (the "Termination Date"). Tenant may not
terminate this Lease with respect to any space leased by Tenant pursuant to the
Fifth Floor Expansion Option, the Right of First Refusal or the Right of First
Opportunity or pursuant to separate negotiations between Landlord and Tenant.
The Termination Option is granted subject to the following terms and conditions:

(1) Tenant gives Landlord written notice of Tenant's
election to exercise the Termination Option not later than 12
months prior to the Termination Date;

(2) Tenant is not in Default under this Lease, either
on the date that Tenant exercises the Termination Option on the
Termination Date; and

42

(3) Tenant pays to Landlord, not later than three
months before the Termination Date, a cash lease termination
fee (the "Fee") in an amount equal to the product of $35.00
multiplied by the rentable area of the part of the Premises
being terminated.

B.       Terms.  If Tenant timely and properly exercises the
-----
Termination Option: (1) all Rent payable under this Lease for the portion of the
Premises so terminated shall be paid through and apportioned as of the
Termination Date (in addition to payment of the Fee), (2) neither party shall
have any rights, estates, liabilities or obligations under this Lease for the
period accruing after the Termination Date, except those which, by the
provisions of this Lease, are intended to survive the expiration or termination
of the Term of this Lease, (3) if less than all of the Premises is terminated,
Base Rent and Adjustment Rent shall be reduced proportionately, and (4) Landlord
and Tenant shall promptly enter into a written agreement reflecting the
termination of this Lease upon the terms provided for herein.

C.       Termination. The Termination Option shall automatically
-----------
terminate and become null and void upon the earlier to occur of (1) the
termination of Tenant's right to possession of all or any part of the Premises,
(2) the assignment by Tenant of this Lease, in whole or in part (other than to
an Affiliate), or (3) the failure of Tenant to timely or properly exercise the
Termination Option.

34.      HAZARDOUS MATERIALS.

A.       Landlord's  Environmental  Protection.  Tenant shall not cause
-------------------------------------
or permit to occur (excluding acts of Landlord,  other tenants of the Building
and their respective agents, employees and contractors):

(i) any violation of any present or future federal, state or
local law, ordinance or regulation related to environmental conditions
in or about the Premises, including, but not limited to, improvements
or alterations made to the Premises at any time by Tenant, its agents
or contractors, or

(ii) the use, generation, release, manufacture, refining,
production, processing, storage or disposal of any "Hazardous
Substances" (as hereinafter defined) in or about the Premises, or the
transportation to or from the Premises of any Hazardous Substances
(save and except reasonable quantities of normal office products such
as cleaners, solvents and toners, all of which shall be stored and used
by Tenant, at its expense, in compliance with all applicable laws).

Tenant, at its expense, shall comply with each present and future federal, state
and local law, ordinance and regulation related to environmental conditions in
or about the Premises or Tenant's use of the Premises, including, without
limitation, all reporting requirements and the performance of any cleanups
required by any governmental authorities as a result of Tenant's activities (or
activities for which Tenant is responsible) at the Premises. Tenant shall
indemnify, defend and hold

43

harmless Landlord and its employees from and against all fines, suits, claims,
actions, damages, liabilities, costs and expenses (including attorneys' and
consultants' fees) asserted against or sustained by any such person or entity
and arising out of or in any way connected with Tenant's failure to comply with
its obligations under this Section 34.A, which obligations shall survive the
expiration or termination of this Lease.

B.       Tenant's  Environmental  Protection.  Landlord shall not cause
------------------------------------
or permit to occur  (excluding  acts of Tenant,  other tenants of the Building
and their respective agents, employees and contractors):

(i) any violation of any present or future federal, state of
local law, ordinance or regulation related to environmental conditions
in or about the Building (excluding the Premises), including, but not
limited to, improvements or alterations made to the Building at any
time by Landlord, its agents or contractors, or

(ii) the use, generation, release, manufacture, refining,
production, processing, storage or disposal of any "Hazardous
Substances" (as hereinafter defined) in or about the Building
(excluding the Premises), or the transportation to or from the Building
(excluding the Premises) of any Hazardous Substances (save and except
reasonable quantities of normal cleaning and janitorial products,
sanitary sewage and solid wastes, all of which shall be stored,
disposed and used by Landlord, at its expense, in compliance with all
applicable laws).

Landlord, at its expense (but subject to inclusion in Expenses except to the
extent prohibited pursuant to Section 2A(i)(b)), shall comply with each present
and future federal, state and local law, ordinance and regulation related to
environmental conditions in or about the Building, including, without
limitation, all reporting requirements and the performance of any cleanups
required by any governmental authorities as a result of Landlord's activities
(or activities for which Landlord is responsible) at the Building. Landlord
shall indemnify, defend and hold harmless Tenant and its employees from and
against all fines, suits, claims, actions, damages, liabilities, costs and
expenses (including attorney's and consultant's fees) asserted against or
sustained by any such person or entity and arising out of or in any way
connected with Landlord's failure to comply with its obligations under this
Section 34B, which obligations shall survive the expiration or termination of
this Lease.

C.       Hazardous Substances. As used in this Section 34, "Hazardous
--------------------
Substances" shall include, without limitation, flammables, explosives,
radioactive materials, asbestos containing materials (ACMs), polychlorinated
biphenyls (PCBs), chemicals known to cause cancer or reproductive toxicity,
pollutants, contaminants, hazardous wastes, toxic substances, petroleum and
petroleum products, chlorofluorocarbons (CFCs) and substances declared to be
hazardous or toxic under any present or future federal, state or local law,
ordinance or regulation.

D.       Recycling. Tenant, at its expense, agrees to comply with each
---------
present and future federal, state and local law, ordinance and regulation
regarding the collection, sorting, separation and

44

recycling of waste products, garbage, refuse and trash (the "Wastes"
collectively) in or about the Premises. Tenant shall sort and separate the
Wastes into such categories as required by law. Each separately sorted category
of the Wastes shall be placed in separate receptacles designated and approved by
Landlord. Such separate receptacles shall be removed from the Premises in
accordance with a collection schedule prescribed by law or as otherwise
reasonably prescribed by Landlord. Landlord reserves the right to refuse to
collect or accept from Tenant any Wastes that are not separate and sorted as
required by law, and to require Tenant to arrange for such collection as
Tenant's expense, utilizing a contractor reasonably satisfactory to Landlord.

E. Permitted Exceptions. Tenant shall have the right to use and store
--------------------
the following Hazardous Substances in the ordinary course of business and in
compliance with all applicable laws, ordinances and regulations: fuel for the
generator described in Section 37; acid contained within batteries for back-up
power; reasonable amounts of standard cleaning fluid and materials customarily
used in conjunction with business machines; cleaning supplies in reasonable
quantities; coolant necessary for maintenance of Tenant's approved
telecommunications systems, and halon used in fire suppression. Tenant may
replace or dispose of such materials as necessary, provided such replacement or
disposal complies with all applicable federal, state and local regulations,
statues, or ordinances. Landlord shall have the right to use Hazardous
Substances in the ordinary course of business at the Building.

35. HIGH SPEED DATA SERVICE. Landlord shall designate Tenant's
affiliate, AT&T, as Landlord's "exclusive provider" of high-speed internet
service for the Building. Notwithstanding the foregoing, Landlord may allow
other internet providers to provide service to tenants of the Building if (i)
any tenant requests the right to use such other internet providers, (ii)
required by any order, law, rule or regulation of any governmental body, (iii)
AT&T ceases providing such service, (iv) Landlord has received complaints from
tenants about the service provided by AT&T or (v) AT&T is not offering the types
of services at competitive prices being offered by its competitors. Landlord and
AT&T shall enter into a separate agreement in a form reasonably acceptable to
Landlord and AT&T regarding AT&T's activities at the Building.

36. PENETRATION POINTS AND CONNECTING EQUIPMENT. Tenant may use up to
50% of the area of the Building's points of penetration (not including BELs [as
hereinafter defined]) for data cabling. If Tenant desires a penetration area at
another location in the Building, Landlord will not unreasonably withhold its
consent to Tenant, at its sole cost and expense, creating such penetration
(Landlord may require plans and specifications for such penetration before
deciding whether to grant its consent). Furthermore, with Landlord's prior
written approval (which shall not be unreasonably withheld), Tenant shall have
the non-exclusive right to use any existing building entrance links used by
utilities to bring services into the Building ("BELs"), subject to the rights
and requirements of the utility users. Tenant, at its cost and expense, but at
no additional rental, may install such equipment conduits, fiber optic and other
cables and materials (the "Connecting Equipment") in the existing shafts, ducts,
conduits, chases, utility closets and other facilities of the Building (the
"Conduits"), and along, under or through the roof of the Building as is
necessary or desirable to connect the antennas or satellite dishes to be
installed by Tenant on the roof of the

45

Building to Tenant's equipment in the Premises, and further, may run the
Connecting Equipment through the basement of the Building and over, on, under or
through the Building (using any easements adjacent to the Building if and to the
extent allowed) in order to connect Tenant's equipment in the Premises to other
communications networks and/or to the local telephone company. As provided in
the Work Letter Agreement, Tenant may install, at its expense, and exclusively
use five 4-inch diameter conduits that extend from Meacham Road and feed the
Building's main telephone closet and risers (and with Landlord's prior written
consent, Tenant may use the remaining conduits). Tenant shall have a right of
access at all times to the areas where such Connecting Equipment is located for
the purpose of maintaining, repairing, testing and replacing the same and the
right of access to any other Conduits in the Building and the right to install
such additional Connecting Equipment as may be required for the proper conduct
of Tenant's business. Tenant shall also have the right, at no additional cost or
rental, to use and have access to such Conduits in order to connect the Premises
to the offices of other tenants in the Building in order to provide
communication services to such tenants. Tenant acknowledges that except as
otherwise expressly provided herein, Tenant's use of the points of penetration,
BELs and Conduits shall be non-exclusive and Landlord may limit Tenant's use if
Landlord reasonably believes it is disproportionate.

All use of points of penetration, BELs and Conduits, and all
alterations, improvements and work relating to the installation of Connecting
Equipment, including, without limitation, cabling, shall be (i) subject to
Landlord's prior written approval (which approval shall not be unreasonably
withheld or conditioned), and (ii) performed in accordance with Section 9.
Landlord shall approve or disapprove the plans and specifications for the
proposed use or work, including use of any Conduits in the Building, within ten
days of receipt of plans and specifications therefor. Any disapproval by
Landlord shall specify in detail the reason(s) for disapproval. Landlord's
approval of any contractor Tenant may engage in connection with such
installations shall not be unreasonably withheld or delayed. Tenant must remove
all Connecting Equipment and data cabling and, at Landlord's option, restore any
such additional penetration points, upon the expiration or termination of the
Term.

37. INDEPENDENT POWER SYSTEMS. Tenant, at its expense, may install a
back-up generator and ancillary equipment (such as stationary batteries and
chargers) at the location at the Building depicted on Exhibit H attached hereto,
to service Tenant in the event of a power failure. Tenant, at its expense, shall
construct and maintain screens as recommended by Landlord's architect to
minimize, to the maximum extent possible, the adverse aesthetic appearance of
such generator and equipment. Furthermore, Tenant may install in its Premises an
Uninterrupted Power Source System to serve Tenant's electrical equipment. In the
event of a power failure, Tenant may operate at the Building portable
generators. It shall be a condition of Tenant's right to install any such
equipment that Tenant has received all required governmental approvals and
consents. Tenant may operate such equipment only (i) in compliance with all
applicable laws, codes, statutes and ordinances, manufacturer's recommendations
and insurance requirements and (ii) if such equipment does not produce loud
noises or offensive odors (and such equipment shall at all times be properly
vented). Tenant must remove all such equipment and restore the Building upon the
expiration or termination of the Term.

46

38. ROOFTOP COMMUNICATIONS AND HVAC EQUIPMENT. Prior to the
Commencement Date, Tenant shall designate a portion of the roof located on one
side of the Building's penthouse as "Tenant's Reserved Rooftop Space." Landlord
shall not allow any other tenant or occupant to use Tenant's Reserved Rooftop
Space without Tenant's prior consent (which consent shall not be unreasonably
withheld, conditioned or delayed). Tenant acknowledges that Landlord may locate
equipment serving the Building (including other rentable areas) in Tenant's
Reserved Rooftop Space. Tenant may locate and install satellite dishes and
antennas on Tenant's Reserved Rooftop Space to serve Tenant's business
operations at the Premises, provided that (a) the installation and maintenance
of such equipment is in conformity with all applicable zoning provisions, (b)
such equipment does not affect the structural integrity of the Building and (c)
Landlord first approves the size of and specifications for such equipment (which
approval shall not be unreasonably withheld), and provided further that the
location, installation, operation and maintenance of such equipment shall (i) be
subject to and completed in accordance with the terms and conditions of Section
9 of this Lease and with any and all applicable governmental laws, codes, rules,
regulations and ordinances in effect from time to time; (ii) in no manner
interfere with the use of any other communications equipment installed on the
roof (Tenant acknowledges that Tenant's right to install such satellite dish or
antenna is non-exclusive); and (iii) be designed to make the equipment as
aesthetically pleasing as possible so that it does not negatively impact the
architectural appeal of the Building. Landlord may from time to time require
Tenant to relocate equipment on the roof at Landlord's sole cost and expense.
Tenant shall not be obligated to pay any rent for such use of the roof. Tenant
must remove all such equipment and restore the Building (including all roof
penetrations) upon the expiration or termination of the Term.

Tenant may further install additional HVAC equipment serving the
Premises upon all of the same terms and conditions stated above with respect to
Tenant's communications equipment, with the further condition that the operation
of such HVAC equipment does not interfere with or adversely affect the
Building's mechanical, HVAC, plumbing or utility systems.

Tenant may not take any action with respect to its use of any space on
the Building's rooftop that will violate or diminish any warranty or guarantee
of the roof.

39. FOOD SERVICE. Landlord intends to cause a "deli" to be operated on
the first floor of the Building as an amenity for the tenants and occupants of
the Building. Landlord's choice of operator for the deli shall be subject to
Tenant's reasonable approval. Landlord will consider any such operator
recommended by Tenant. The deli's hours of operation will be at least 7:00 a.m.
to 3:30 p.m., Monday through Friday, holidays excepted. Landlord shall use
reasonable efforts to require the operator's food service facility and
operations to be of a comparable (or better) quality as that of similar
facilities in comparable office buildings in the metropolitan Chicago area. If
Tenant, in its reasonable discretion, is not satisfied with the operations of
the deli, and such operations are not improved to a reasonably acceptable level
within 30 days after notice from Tenant, then Tenant shall have the right to
operate a cafeteria in the Premises (provided such cafeteria shall be for the
exclusive use of Tenant's employees). Likewise, Landlord shall have no liability
to Tenant if at any time during the Term Landlord fails to cause a deli to be
operated on the

47

first floor of the Building, but rather in such instance Tenant shall have the
right to operate a cafeteria in the Premises for the exclusive use of Tenant's
employees.

40. Y2K. Landlord warrants to Tenant that all necessary equipment,
software and appliances, including, but not limited to, elevators, heating,
ventilating and air conditioning systems, card key access systems, door locks,
energy management systems, sprinkler systems, fire detection and life safety
systems and other Building systems are designed to remain fully functional and
perform their normal operations on and after January 1, 2000, without
interruptions or malfunctions as a result of the passage from the year 1999 to
the year 2000. If any repairs, alterations or replacements must be made to any
of the foregoing equipment, software or appliance in order to prevent or
eliminate any such interruptions or malfunctions in the services or operations
provided thereby, Landlord will cause any such repairs, alterations or
replacements to be promptly and timely made and the cost of any such repairs,
alterations or replacements will be paid by Landlord. Landlord further agrees
that any interruption or malfunction of any of the aforesaid Building systems
which may occur as the result of the passage from the year 1999 to the year 2000
will not be deemed to constitute a force majeure delay as described in Section
25J or an event, the occurrence of which is beyond the reasonable control of
Landlord to prevent or avoid.

[Balance of page intentionally left blank]

48

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of
the day and year first above written.

LANDLORD:                                         TENANT:
--------                                          ------

WINDY POINT OF SCHAUMBURG L.L.C.,                 TCI GREAT LAKES, INC., a
a Delaware limited liability company              Delaware corporation

By:  FRC WINDY POINT L.L.C., an Illinois
limited liability company, its managing
member                                       By: /s/ Michael Lovett
--------------------------
Title: Regional Vice President
------------------------
By: /s/ Steven D. Fifield
------------------------
Title:  Manager
---------------------

(Landlord's Acknowledgment)

STATE OF ILLINOIS  )
)  SS.
COUNTY OF COOK     )

On this 20/th/ day of August, 1999, before me appeared Steven D.
Fifield, to me personally known, who being by me duly sworn, did say that he/she
is the Manager of FRC WINDY POINT, L.L.C., an Illinois limited liability company
("Manager") and managing member of WINDY POINT OF SCHAUMBURG L.L.C., a Delaware
limited liability company ("Owner"), the company that executed the within and
foregoing instrument and that said instrument was signed and sealed in behalf of
said Manager and Owner, and said __________________________________ acknowledged
said instrument to be the free act and deed of said Manager and Owner.

Kathryn A. Hutcheson
-----------------------------------
NOTARY PUBLIC

H-59

(Tenant Corporate Acknowledgment)

STATE OF  Il       )
)  SS.
COUNTY OF COOK     )

On this 19 day of July, 1999, before me appeared Michael Lovett, to me
personally known, who being by me duly sworn, did say that he/she is the
Regional Vice President of TCI GREAT LAKES, INC., a Delaware corporation, the
corporation that executed the within and foregoing instrument and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors, and that the seal affixed is the corporate seal of said
corporation and said __________________________ acknowledged said instrument to
be the free act and deed of said corporation.

/s/ Laura B. Munn
-----------------------------------
NOTARY PUBLIC

[SEAL]

51

EXHIBIT A
---------

[FLOOR PLAN APPEARS HERE]

A-1

[FLOOR PLAN APPEARS HERE]

A-2

[FLOOR PLAN APPEARS HERE]

A-3

[FLOOR PLAN APPEARS HERE]

A-4

EXHIBIT 10.116

FIRST AMENDMENT TO OFFICE LEASE
WITH TCI GREAT LAKES, INC.

FIRST AMENDMENT TO OFFICE LEASE
-------------------------------

THIS FIRST AMENDMENT TO OFFICE LEASE (this "Amendment") is made as of this
1st day of June, 2000, by and between WINDY POINT OF SCHAUMBURG L.L.C., a
Delaware limited liability company ("Landlord"), and TCI GREAT LAKES INC., a
Delaware corporation ("Tenant").

RECITALS:
--------

A. Landlord and Tenant entered into a certain Office Lease (the "Lease")
dated as of July 29, 1999, whereby Landlord leased to Tenant certain premises
consisting of approximately89,082 rentable square feet of office space (the
"Original Premises") on the first through fourth floors of that certain building
located at 1500 McConnor Parkway, Schaumburg, Illinois (the "Building").

B. Tenant desires to lease certain additional premises in the Building and
Landlord is willing to lease such premises to Tenant.

NOW, THEREFORE, for good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree
as follows:

1. DEFINITIONS. Each capitalized term used in this Amendment shall have the
-----------
same meaning as is ascribed to such capitalized term in the Lease, unless
otherwise provided for herein.

2. FIRST ADDITIONAL SPACE. Landlord leases to Tenant and Tenant leases from
----------------------
Landlord that certain office space (the "First Additional Space") consisting of
approximately11,753 rentable square feet located on the 2nd floor of the
Building and shown on the plan attached hereto as Exhibit A-1. The First
Additional Space is leased to Tenant subject to all of the same terms and
provisions as are contained in the Lease, except as otherwise set forth herein.
The First Additional Space is leased for a lease term commencing on September 1,
2000 (the "First Additional Space Commencement Date"). The Term of the Lease
shall expire on the Expiration Date with respect to both the Original Premises
and the First Additional Space. From and after the First Additional Space
Commencement Date, the term "Premises" as used and defined in the Lease, as
amended hereby, shall be deemed to mean and refer to the Original Premises and
the First Additional Space. Landlord shall deliver possession of the First
Additional Space to Tenant promptly after full execution and delivery of this
Amendment to enable Tenant to prepare the First Additional Space for Tenant's
occupancy (possession by Tenant prior to the commencement of the lease term for
the First Additional Space shall be upon all of the terms and conditions of the
Lease [including, without limitation, Sections 9 and 11B], excluding only
Tenant's obligation to pay Base Rent and Adjustment Rent for the First
Additional Space during such period).

3. SECOND ADDITIONAL SPACE. Landlord leases to Tenant and Tenant leases
-----------------------
from Landlord that certain office space (the "Second Additional Space")
consisting of approximately

28,322 rentable square feet, comprising the entire 6th floor of the Building and
shown on the plan attached hereto as Exhibit A-2. The Second Additional Space is
leased to Tenant subject to all of the same terms and provisions as are
contained in the Lease, except as otherwise set forth herein. The Second
Additional Space is leased for a lease term commencing on October 1, 2000 (the
"Second Additional Space Commencement Date"). The Term of the Lease shall expire
on the Expiration Date with respect to the Original Premises, the First
Additional Space and the Second Additional Space. From and after the Second
Additional Space Commencement Date, the term "Premises" as used and defined in
the Lease, as amended hereby, shall be deemed to mean and refer to the Original
Premises, the First Additional Space and the Second Additional Space. Landlord
shall deliver possession of the Second Additional Space to Tenant promptly after
full execution and delivery of this Amendment to enable Tenant to prepare the
Second Additional Space for Tenant's occupancy (possession by Tenant prior to
the commencement of the lease term for the Second Additional Space shall be upon
all of the terms and conditions of the Lease [including, without limitation,
Sections 9 and 11B], excluding only Tenant's obligation to pay Base Rent and
Adjustment Rent for the Second Additional Space during such period).

4. BASE RENT. The Base Rent payable under Section 2B of the Lease for the
---------
First Additional Space and the Second Additional Space (each, an "Additional
Space," and collectively, the "Additional Spaces") shall be the following
amounts for the following periods:

First Additional Space:

Rate of Annual Base
Rent per Rentable       Rate of Annual     Monthly Base
Period                 Square Foot             Base Rent            Rent
------                 -----------             ---------            ----

First Additional Space         $15.50              $182,171.52         $15,180.96
Commencement Date -
11/30/00

12/1/00 - 11/30/01              15.97               187,695.36          15,641.28

12/1/01 - 11/30/02              16.44               193,219.32          16,101.61

12/1/02 - 11/30/03              16.94               199,095.84          16,591.32

12/1/03 - 11/30/04              17.45               205,089.84          17,090.82

12/1/04 - 11/30/05              17.97               211,201.44          17,600.12

12/1/05 - 11/30/06              18.51               217,548.00          18,129.00

12/1/06 - 11/30/07              19.06               224,012.16          18,667.68

12/1/07 - 11/30/08              19.63               230,711.40          19,225.95

Rate of Annual Base
Rent per Rentable       Rate of Annual    Monthly Base
Period                 Square Foot             Base Rent          Rent
------                 -----------             ---------          ----

12/1/08 - 11/30/09              20.22               237,645.72        19,803.81

Second Additional Space:

Rate of Annual Base
Rent per Rentable       Rate of Annual    Monthly Base
Period                 Square Foot             Base Rent          Rent
------                 -----------             ---------          ----

Second Additional              $ 16.50            $ 467,313.00       $ 38,942.75
Space Commencement
Date - 11/30/00

12/1/00 - 11/30/01               16.60              470,145.24         39,178.77

12/1/01 - 11/30/02               17.10              484,306.20         40,358.85

12/1/02 - 11/30/03               17.61              498,750.48         41,562.54

12/1/03 - 11/30/04               18.14              513,761.04         42,813.42

12/1/04 - 11/30/05               18.68              529,054.92         44,087.91

12/1/05 - 11/30/06               19.24              544,915.32         45,409.61

12/1/06 - 11/30/07               19.82              561,342.00         46,778.50

12/1/07 - 11/30/08               20.42              578,335.20         48,194.60

12/1/08 - 11/30/09               21.03              595,611.72         49,634.31

There shall be no abatement of Rent for either Additional Space, except as
otherwise expressly provided in the Lease.

5. ADJUSTMENT RENT. Effective as of the First Additional Space Commencement
---------------
Date, Tenant's Proportionate share shall be increased by 6.29% to account for
the addition of the First Additional Space. Effective as of the Second
Additional Space Commencement Date, Tenant's Proportionate share shall be
increased by 15.15% to account for the addition of the Second Additional Space.

3

6. TENANT IMPROVEMENTS. Landlord shall deliver each Additional Space to
-------------------
Tenant with the same level of base building improvements as Landlord was
required to deliver the Original Premises (not including the first floor).
Tenant shall accept each Additional Space in an "as-is" physical condition,
without any agreement, representation, credit or allowance from Landlord with
respect to the improvement or condition thereof, except as otherwise set forth
in this Paragraph 6. Landlord shall provide Tenant with a tenant improvement
allowance in the amount of $35.00 per rentable square foot of the Additional
Spaces. Such tenant improvement allowance shall be used only for improvements to
the Additional Spaces and the Original Premises. The Work Letter Agreement
attached hereto as Exhibit B shall control Tenant's performance of work to
prepare the Additional Spaces for Tenant's initial occupancy.

7. ADDITIONAL PARKING AREA CONTINGENCY. Landlord is currently negotiating
-----------------------------------
with Northern Illinois Gas Company for the acquisition (through fee ownership or
through a long-term easement) of additional parking areas to serve the Windy
Point of Schaumburg complex. Such parking areas will be located adjacent to, and
North of, the complex. Notwithstanding anything in this Amendment to the
contrary, if Landlord fails to acquire such additional parking areas by July 31,
2000, by written notice to Landlord given not later than August 10, 2000, Tenant
may elect to terminate its lease of the Second Additional Space (but not the
First Additional Space). Failure by Tenant to timely deliver such notice shall
be deemed a waiver by Tenant of the foregoing termination right. The termination
right shall be Tenant's sole and exclusive remedy if Landlord does not obtain
additional parking areas to serve the complex. If Tenant elects to terminate its
lease of the Second Additional Space as provided in this Paragraph 7, the Lease,
as amended hereby, shall continue in full force and effect with respect to the
Original Premises and the First Additional Space (and references herein to the
"Additional Space" and the "Additional Spaces" shall mean only the First
Additional Space).

8. ADDITIONAL MODIFICATIONS.
------------------------

A. After-Hours Operation of Building Fan System. Section 5D of the Lease is
--------------------------------------------
hereby amended to provide that the hourly charge for after-hours operation of
the Building's fan system for heating or air conditioning provided to an
Additional Space shall equal Landlord's electric costs, at the rates then
charged by the Building's electricity provider, and a reasonable fee to Landlord
for maintenance and repair of the fan system, rather than the fixed fee provided
in such Section 5D. The hourly charge for after-hours operation of the
Building's fan system for heating or air conditioning provided to the Original
Premises shall continue to be determined as set forth in Section 5D of the
Lease.

B. Second Floor Option Space. After consummation of the transactions
-------------------------
described in this Amendment (but subject to Paragraph 7), Tenant shall have
leased all of the available space on the second floor of the Building.
Accordingly, Section 26 of the Lease is hereby amended by deleting the
Pre-Commencement Second Floor Expansion Option and the Post-Commencement Second
Floor Expansion Option. Likewise, Tenant shall no longer have a Right of First
Refusal, as provided in Section 27, to lease space on the second floor of the
Building.

4

C.  Rights of First Opportunity. After consummation of the transactions
---------------------------
described in this Amendment, Tenant shall have leased all rentable areas on the
sixth floor of the Building. Accordingly, Section 28 of the Lease is hereby
amended to provide that Tenant does not have a Right of First Opportunity to
lease space on the sixth floor of the Building. Furthermore, Tenant acknowledges
that the Phase II Building, as defined in Section 28 of the Lease, will be a
build-to-suit and that, therefor, Tenant shall not have a Right of First
Opportunity to lease any space in the Phase II Building. All references to the
"Phase II Building" in Section 28 of the Lease are hereby deleted.

D.  Termination Option. Landlord acknowledges and agrees that for purposes
------------------
of the Termination Option set forth in Section 33 of the Lease, Tenant shall be
deemed to have leased the First Additional Space and the Second Additional Space
through the exercise of the Second Floor Expansion Option. Accordingly, Tenant
shall have the right to terminate its lease of the First Additional Space and
the Second Additional Space in accordance with such Section 33, provided the Fee
for termination of the First Additional Space and/or the Second Additional Space
shall be $25.00 per rentable square foot (but the Fee for termination of the
balance of the applicable space shall remain $35.00 per rentable square foot).

9.  BROKER. Tenant represents that except for Fifield Realty Corp. and
------
Equis (collectively, the "Brokers"), Tenant has not dealt with any real estate
broker, salesperson or finder in connection with this Amendment, and no such
person initiated or participated in the negotiation of this Amendment. Tenant
agrees to indemnify, defend and hold Landlord, its property manager and their
respective employees harmless from and against all claims, demands, actions,
liabilities, damages, costs and expenses (including, attorneys' fees) arising
from either (i) a claim for a fee or commission made by any broker, other than
the Broker, claiming to have acted by or on behalf of Tenant in connection with
this Amendment, or (ii) a claim of, or right to, lien under the statutes of
Illinois relating to real estate broker liens with respect to any such broker
retained by Tenant. Landlord agrees to pay the Brokers a commission in
accordance with the agreement between Landlord and the Brokers recited in Item
10 of the Schedule of the Lease.

10. BINDING EFFECT. The Lease, as amended hereby, shall continue in full
--------------
force and effect, subject to the terms and provisions thereof and hereof. In the
event of any conflict between the terms of the Lease and the terms of this
Amendment, the terms of this Amendment shall control. This Amendment shall be
binding upon and inure to the benefit of Landlord, Tenant and their respective
successors and permitted assigns.

11. LIMITATION OF LIABILITY. Any liability of Landlord under the Lease, as
-----------------------
amended hereby, shall be limited solely to its equity interest in the Building,
and in no event shall any personal liability be asserted against Landlord in
connection with the Lease, as amended hereby, nor shall any recourse be had to
any other property or assets of Landlord.

5

IN WITNESS WHEREOF, this Amendment is executed as of the day and year
aforesaid.

LANDLORD:                                   TENANT:
--------                                    ------

WINDY POINT OF SCHAUMBURG L.L.C.,           TCI GREAT LAKES, INC., a Delaware
a Delaware limited liability company        corporation

By: FRC WINDY POINT L.L.C., an
Illinois limited liability company,
its managing member                     By: /s/ Stephen C.  [ILLEGIBLE]
--------------------------------
Title: President Great Lakes Div
-----------------------------

By: /s/ Steven D. Fifield
------------------------------
Title: Managing Member
---------------------------

6

EXHIBIT A-1

FLOOR PLAN OF THE FIRST ADDITIONAL SPACE

[FLOOR PLAN APPEARS HERE]

EXHIBIT A-2

FLOOR PLAN OF THE SECOND ADDITIONAL SPACE

[FLOOR PLAN APPEARS HERE]

EXHIBIT 10.117

LEASE AGREEMENT WITH THE APOLLO GROUP, INC.
FOR A PORTION OF WINDY POINT I BUILDING

WINDY POINT OF SCHAUMBURG

OFFICE LEASE

BETWEEN

WINDY POINT OF SCHAUMBURG L.L.C.
as Landlord

AND

THE APOLLO GROUP, INC.
as Tenant

Dated:  November 16, 2001

TABLE OF CONTENTS
-----------------

1     DEMISE AND TERM..............................................    2

2     RENT.........................................................    2
A.    Definitions............................................    2
-----------
B.    Components of Rent.....................................    4
------------------
C.    Payment of Rent........................................    5
---------------

3     USE. ........................................................    6

4     CONDITION OF PREMISES........................................    6
A.    Initial Condition......................................    6
------------------
B.    Americans With Disabilities Act........................    7
-------------------------------
C.    Environmental Protection...............................    7
------------------------

5     BUILDING SERVICES............................................    9
A.    Basic Services.........................................    9
--------------
B.    Electricity............................................    9
-----------
C.    Telephones.............................................   10
----------
D.    Additional Services....................................   11
-------------------
E.    Access.................................................   11
------
F.    Failure or Delay in Furnishing Services................   12
---------------------------------------

6     RULES AND REGULATIONS........................................   12

7     CERTAIN RIGHTS RESERVED TO LANDLORD..........................   13

8     MAINTENANCE AND REPAIRS......................................   14

9     ALTERATIONS..................................................   14
A.    Requirements...........................................   14
------------
B.    Liens..................................................   15
-----

10    INSURANCE....................................................   15
A.    Tenant's Insurance.....................................   15
------------------
B.    Landlord's Insurance...................................   16
--------------------
C.    Mutual Waiver of Subrogation...........................   16
----------------------------

11    WAIVER AND INDEMNITY.........................................   17
A.    Waiver.................................................   17
------
B.    Tenant's Indemnity.....................................   17
------------------
C.    Landlord's Indemnity...................................   18
--------------------

i

12    FIRE AND CASUALTY..............................................  18

13    CONDEMNATION...................................................  19

14    ASSIGNMENT AND SUBLETTING......................................  20
A.    Landlord's Consent.......................................  20
------------------
B.    Standards for Consent....................................  21
---------------------

15    SURRENDER......................................................  21

16    DEFAULTS AND REMEDIES..........................................  22
A.    Default..................................................  22
-------
B.    Right of Re-Entry........................................  22
-----------------
C.    Reletting................................................  22
---------
D.    Termination

of Lease.....................................  23
--------------------
E.    Other Remedies...........................................  23
--------------
F.    Bankruptcy...............................................  23
----------
G.    Waiver of Trial by Jury..................................  23
-----------------------
I.    Default by Landlord......................................  23
-------------------

17    HOLDING OVER...................................................  24

18    INTENTIONALLY DELETED..........................................  24

19    [INTENTIONALLY DELETED]........................................  24

20    ESTOPPEL CERTIFICATES..........................................  24

21    SUBORDINATION..................................................  24

22    QUIET ENJOYMENT................................................  25

23    BROKER.........................................................  25

24    NOTICES........................................................  26

25    MISCELLANEOUS..................................................  27
A.    Successors and Assigns...................................  27
----------------------
B.    Entire Agreement.........................................  27
----------------
C.    Time of Essence..........................................  27
---------------
D.    Execution and Delivery...................................  27
----------------------
E.    Severability.............................................  27
------------

ii

F.    Governing Law............................................   27
-------------
G.    Attorneys' Fees..........................................   27
---------------
H.    Joint and Several Liability..............................   27
---------------------------
I.    Force Majeure............................................   27
-------------
J.    Captions.................................................   28
--------
K.    No Waiver................................................   28
---------
L.    No Recording.............................................   28
------------
M.    Limitation of Liability..................................   28
-----------------------
N.    Counterparts.............................................   28
------------

26.   PARKING........................................................   28

27.   EXTENSION OPTION...............................................   29
A.    Extension Option.........................................   29
----------------
B.    Terms....................................................   30
-----
C.    Amendment................................................   32
---------
D.    Termination..............................................   32
-----------

28.   EXCLUSIVITY....................................................   33
A.    Exclusive Use............................................   33
-------------
B.    Exclusivity..............................................   33
-----------
C.    Enforcement..............................................   33
-----------

29.   SIGNAGE........................................................   34

30.   TEMPORARY SPACE................................................   34

31.   AUTHORITY......................................................   35

EXHIBIT A - Plan of Premises.........................................  A-1
EXHIBIT B - Rules and Regulations....................................  B-1
EXHIBIT C - Work Letter Agreement....................................  C-1
Schedule 1 - Base Building Standards
Schedule 2 - The Space Plan
Schedule 3 - The Apollo Tenant Standards
Schedule 4 - Contractor's Insurance Requirements
EXHIBIT D - Suite Acceptance Agreement...............................  D-1
EXHIBIT E - Plan of Temporary Space..................................  E_1
EXHIBIT F - Form of SNDA.............................................  F_1

iii

OFFICE LEASE

THIS LEASE is made as of November 16, 2001, between WINDY POINT OF
SCHAUMBURG L.L.C., a Delaware limited liability company, having an address at
c/o Fifield Realty Corp., 20 North Wacker Drive, Chicago, Illinois 60606
("Landlord"), and THE APOLLO GROUP, INC., an Arizona corporation, having an
address at c/o Apollo Development Corp., 4615 East Elwood Street, Suite 160,
Phoenix, Arizona 85040 ("Tenant"), for space in the building at 1500 McConnor
Parkway, in the office complex known as Windy Point of Schaumburg (such
building, including the land upon which the building and related facilities are
situated, being herein referred to as the "Building"). The following schedule
(the "Schedule") sets forth certain basic terms of this Lease:

SCHEDULE
--------

1.      Premises:.................................    A)  Suite 700
B)  Approximately 28,322
rentable square feet
Base Rent:
---------

Rate of Annual
--------------
Base Rent per     2. Rate of
-------------        -------
Rentable          Annual
--------          ------
Month of Term       Square Foot       Base Rent      3.  Monthly Base
-------------       -----------       ---------          ------------
Rent
----

1 - 3                - 0 -              - 0 -                 - 0 -

4 - 12              $16.85        $477,225.72             $39,768.81

13 - 24               17.27         489,156.36              40,763.03

25 - 36               17.70         501,385.20              41,782.10

37 - 48               18.15         513,919.92              42,826.66

49 - 60               18.60         526,767.84              43,897.32

61 - 72               19.06         539,937.12              44,994.76

73 - 84               19.54         553,435.56              46,119.63

85 - 87               20.03         567,271.44              47,272.62

4.      Tenant's Proportionate Share:.......................          15.15%
5.      Security Deposit:...................................            None
6.      Scheduled Commencement Date:........................   April 1, 2002
7.      Scheduled Expiration Date:..........................   June 30, 2009
8.      Guarantor:..........................................            None
9.      Broker(s):...............   Fifield Realty Corp., Todd Gould Company

and Apollo Development Corp.
10.      Brokerage Agreement:.......        Prospect Registration Policy dated
July 26, 2001, between Fifield
Companies and Todd Gould Company

1.   DEMISE AND TERM. Landlord leases to Tenant and Tenant leases from
Landlord the premises (the "Premises") described in Item 1 of the Schedule and
shown on the plan attached hereto as Exhibit A, subject to the covenants and
conditions set forth in this Lease, for a term (the "Term") commencing on the
date (the "Commencement Date") which is the earlier to occur of (a) the date
described in Item 6 of the Schedule, or (b) the date that Tenant takes occupancy
of the Premises for the conduct of business, and expiring on the date (the
"Expiration Date") that is the last day of the 87th full calendar month of the
Term, unless terminated earlier as otherwise provided in this Lease. The
Commencement Date is subject to deferment as provided in Paragraph 6 of the Work
Letter Agreement attached hereto as Exhibit C (the "Work Letter Agreement")
based upon the terms and conditions set forth therein. Tenant shall complete and
furnish to Landlord, on or before occupancy of the Premises, the Suite
Acceptance Agreement attached hereto as Exhibit D, which shall acknowledge the
actual Commencement Date and Expiration Date. In addition to the Premises,
Tenant shall have the right to use, in common with Landlord and all other
tenants and occupants of the Building, all portions of the Building designated
by Landlord for the common use of tenants and occupants, including, without
limitation, entrances and exits, hallways and elevators.

2.   RENT.

A.   Definitions.  For purposes of this Lease, the following terms
-----------
shall have the following meanings:

(i)   "Expenses" shall mean all expenses, costs and

disbursements (other than Taxes) paid or incurred by Landlord in
connection with the ownership, management, maintenance, operation,
replacement and repair of the Building. Expenses shall not include: (a)
costs of tenant alterations and expenses for the preparation of
leasable space or other work which Landlord performs in leasable space
for any tenant and or prospective tenant of the Building; (b) costs of
capital improvements (except for costs of any capital improvements (1)
made or installed for the purpose of reducing Expenses or (2) made or
installed pursuant to governmental requirement or insurance
requirement, which costs shall be amortized by Landlord over the useful
life of the improvement in accordance with sound accounting and
management principles [and provided that with respect to costs of the
type described in clause (1), the amortized amount included in Expenses
in any year shall not exceed the savings in Expenses that occur in such
year as a result of the capital improvement]); (c) interest and
principal payments on mortgages and depreciation expenses (except
interest on the cost of any capital improvements for which amortization
may be included in the definition of Expenses) or any rental payments
on any ground leases (except for rental payments which constitute
reimbursement for Taxes and Expenses), and all other costs, including
legal fees, transfer taxes, land trust fees, recording taxes and any
other charges in connection with the transfer of ownership in the
Building; (d) advertising expenses and

2

leasing commissions; (e) any cost or expenditure for which Landlord is
or will be reimbursed or indemnified, whether by insurance proceeds or
otherwise (including insurance proceeds paid to Landlord due to a
casualty), except through Adjustment Rent (hereinafter defined); (f)
the cost of any kind of service furnished to any other tenant in the
Building which Landlord does not generally make available to all
tenants in the Building; (g) legal expenses of negotiating leases and
amendments and incurred in connection with lease disputes; (h) overhead
and administrative costs of Landlord not directly incurred in the
operation and maintenance of the Building; (i) expenses incurred for
replacement of any item to the extent that it is covered under
warranty, and the cost of correcting defects in the initial
construction of the Building or any common areas, provided, however,
that repairs resulting from ordinary wear and tear shall not be deemed
to be defects; (j) accounting and legal fees relating to the
construction, leasing or sale of the Building; (k) any interest or
penalty incurred due to the late payment of any operating expense
and/or real estate tax (provided Tenant has paid all Adjustment Rent on
a timely basis); (l) the cost of any penalty or fine incurred for
noncompliance with any applicable law, code, ordinance, statute or
governmental regulation; (m) any personal property taxes of Landlord
for equipment or items not used in the operation or maintenance of the
Building; (n) any management fees at a rate in excess of the rate then
generally charged by property managers of comparable buildings in
Schaumburg, Illinois; (o) payroll and payroll-related and other
expenses related to any employees of Landlord above the level of
Building Manager or equivalent operational level or not working
full-time on the management or operation of the Building, provided that
such expenses of part-time workers may be included if equitably
allocated to reflect actual time spent on the Building; (p) any costs
or expenses to acquire sculpture, paintings or other works of art; (q)
the cost of overtime or other expense to Landlord in performing work
expressly provided in this Lease to be borne at Landlord's expense; (r)
all expenses directly resulting from the negligence or willful
misconduct of the Landlord, its agents, servants or other employees;
(s) all bad debt loss, rent loss or reserve for bad debt or rent loss;
(t) payroll and payroll related expenses for any employees in
commercial concessions operated by the Landlord; or (u) any amount paid
to an entity related to Landlord which exceeds the amount that would
have been paid for comparable goods or services in an arms-length
transaction between unrelated parties in said market. Expenses shall be
determined on a cash or accrual basis, as Landlord may elect (provided
Landlord shall not change such method of determining Expenses during
the Term).

(ii)  "Rent" shall mean Base Rent, Adjustment Rent and any
other sums or charges due by Tenant hereunder.

(iii) "Rentable" shall mean the area of the applicable space
determined in accordance with the Standard Method for Measuring Floor
Area in Office Buildings, ANSI 765.1-1996, as promulgated by the
Building Owners and Managers Association (BOMA) International.

3

(iv)  "Taxes" shall mean all taxes, assessments and fees
levied upon the Building, the property of Landlord located therein or
the rents collected therefrom, by any governmental entity based upon
the ownership, leasing, renting or operation of the Building, including
all costs and expenses of protesting any such taxes, assessments or
fees. Taxes shall not include any net income, capital stock,
succession, transfer, franchise, gift, estate or inheritance taxes;
provided, however, if at any time during the Term, a tax or excise on
income is levied or assessed by any governmental entity, in lieu of or
as a substitute for, in whole or in part, real estate taxes or other ad
--
valorem taxes, such tax shall constitute and be included in Taxes. For
-------
the purposes of determining Taxes for any given year, the amount to be
included for such year (a) from special assessments payable in
installments shall be the amount of the installments (and any interest)
due and payable during such year, and (b) from all other Taxes shall at
Landlord's election either be the amount accrued, assessed or otherwise
imposed for such year or the amount due and payable in such year
(provided Landlord shall not change such method of determining Taxes
during the Term and the method selected by Landlord shall be
consistently applied in accordance with Generally Accepted Accounting
Principles).

(v)   "Tenant's Proportionate Share" shall mean the
percentage set forth in Item 4 of the Schedule which has been
determined by dividing the rentable square feet in the Premises (i.e.,
the number of rentable square feet stated in Item 1B of the Schedule)
by the rentable square feet in the Building (i.e., 186,921).

B.   Components of Rent.  Tenant agrees to pay the following amounts
------------------
to Landlord at the office of the Building or at such other place as Landlord
designates:

(i)   Base rent ("Base Rent") to be paid in monthly
installments in the amount set forth in Item 3 of the Schedule in
advance on or before the first day of each month of the Term, except
that Tenant shall pay the fourth month's Base Rent upon execution of
this Lease.

(ii)  Adjustment rent ("Adjustment Rent") in an amount equal
to Tenant's Proportionate Share of (a) the Expenses for any calendar
year and (b) the Taxes for any calendar year. Tenant shall not be
obligated to pay Adjustment Rent for the first three months of the
Term. Prior to each calendar year, Landlord shall estimate the amount
of Adjustment Rent due for such year, and Tenant shall pay Landlord
one-twelfth of such estimate on the first day of each month during such
year. Such estimate may be revised by Landlord whenever it obtains
information relevant to making such estimate more accurate. After the
end of each calendar year, Landlord shall deliver to Tenant a report
setting forth the actual Expenses and Taxes for such calendar year and
a statement of the amount of Adjustment Rent that Tenant has paid and
is payable for such year. Within thirty days after receipt of such
report, Tenant shall pay to Landlord the amount of Adjustment Rent due
for such calendar year minus any payments of Adjustment Rent made by
Tenant for such year. If Tenant's estimated payments of Adjustment Rent
exceed the amount due Landlord for such

4

calendar year, Landlord shall apply such excess as a credit against
Tenant's other obligations under this Lease or promptly refund such
excess to Tenant if the Term has already expired, provided Tenant is
not then in default hereunder, in either case without interest to
Tenant.

(iii)   Solely for purposes of calculating Tenant's Adjustment
Rent, Controllable Expenses for any year of the Term shall not be
deemed to exceed Controllable Expenses for the immediately preceding
year of the Term by more than 5%. "Controllable Expenses" shall mean
only those items of Expenses where the cost or expense thereof shall be
within the reasonable ability of Landlord to control (specifically
excluded from Controllable Expenses, without limitation, are the costs
and expenses of electricity, fuels, insurance and snow-plowing and the
wages of union employees [and the costs and expenses of independent
contractors who may employ union employees]). Such limitation on
Controllable Expenses shall apply only to Controllable Expenses and not
to other items of Expenses or Taxes and shall not limit or otherwise
affect Tenant's obligations regarding the payment of any component of
Rent other than the Controllable Expenses component of Adjustable Rent.

C.   Payment of Rent. The following provisions shall govern the payment
---------------
of Rent: (i) if this Lease commences or ends on a day other than the first day
or last day of a calendar year, respectively, the Rent for the year in which
this Lease so begins or ends shall be prorated and the monthly installments
shall be adjusted accordingly; (ii) except as otherwise expressly provided
herein, all Rent shall be paid to Landlord without offset or deduction, and the
covenant to pay Rent shall be independent of every other covenant in this Lease;
(iii) if during all or any portion of any year the Building is not at least 95%
rented and occupied, Landlord may elect to make an appropriate adjustment of
Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that
would have been paid or incurred by Landlord had the Building been 95% rented
and occupied for the entire year and the amount so determined shall be deemed to
have been the Expenses and/or Taxes for such year; (iv) any sum due from Tenant
to Landlord which is not paid when due shall bear interest from the date due
until the date paid at the annual rate of 12% per annum, but in no event higher
than the maximum rate permitted by law (the "Default Rate"); and, in addition,
Tenant shall pay Landlord a late charge for any Rent payment which is paid more
than five days after its due date equal to 5% of such payment (provided Tenant
shall not be liable for such 5% late charge or such interest the first two times
Tenant fails to timely pay Rent when due in any calendar year unless, with
respect to each such incidence, such failure continues for more than five days
after written notice); (v) if changes are made to this Lease or the Building
changing the number of square feet contained in the Premises or in the Building,
Landlord shall make an appropriate adjustment to Tenant's Proportionate Share;
(vi) Tenant shall have the right, upon reasonable prior written notice to
Landlord, to inspect Landlord's accounting records relative to Expenses and
Taxes during normal business hours at any time within 120 days following the
furnishing to Tenant of the annual statement of Adjustment Rent; and, unless
Tenant shall take written exception to any item in any such statement within
such 120-day period, such statement shall be considered as final and accepted by
Tenant. Tenant must timely pay all Adjustment Rent billed by Landlord pending
the outcome of its inspection or any audit of Landlord's accounting records. If
Tenant makes such timely written exception, Landlord and Tenant shall act in
good faith to resolve any dispute. If Landlord and Tenant

5

are unable to resolve the dispute within 30 days, then by written notice to
Landlord given not later than 35 days after the date Tenant made the written
exception, Tenant may require that an audit as to the proper amount of
Adjustment Rent for such period shall be performed by an independent certified
public accounting firm selected by Tenant, but subject to Landlord's reasonable
approval, which audit shall be final and conclusive. If Tenant fails to timely
make a written exception or to timely require an audit by an independent
accounting firm, Landlord's statement shall be considered as final and accepted
by Tenant. If the results of such audit reveal that Tenant has overpaid or
underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant
such overpayment or Tenant shall pay to Landlord such underpayment, as
applicable, within 30 days after the results of such audit are reported to the
parties. Tenant agrees to pay the entire cost of such audit unless it is
determined that Landlord's original determination of the Adjustment Rent for the
year in issue was in error by more than 3%, in which case Landlord agrees to pay
the cost of such audit. If Tenant makes a written exception to an item in
Landlord's statement and the audit reveals an error in such item for any prior
year in addition to the year in question, such error for the prior year shall
also be addressed in the manner set forth above; (vii) in the event of the
termination of this Lease prior to the determination of any Adjustment Rent,
Tenant's agreement to pay any such sums and Landlord's obligation to refund any
such sums (provided Tenant is not in default hereunder) shall survive the
termination of this Lease; (viii) no adjustment to the Rent by virtue of the
operation of the rent adjustment provisions in this Lease shall result in the
payment by Tenant in any year of less than the Base Rent shown on the Schedule;
(ix) Landlord may at any time change the fiscal year of the Building; (x) each
amount owed to Landlord under this Lease for which the date of payment is not
expressly fixed shall be due on the same date as the Rent listed on the
statement showing such amount is due; (xi) if Landlord fails to give Tenant an
estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant
shall continue to pay Adjustment Rent at the rate for the previous calendar year
until Landlord delivers such estimate; and (xii) Tenant shall be entitled to
Tenant's Proportionate Share of any refund of Operating Expenses or Taxes
received by Landlord, but only to the extent Tenant paid a share of the
Operating Expenses or Taxes being refunded.

3.   USE.   Tenant agrees that it shall occupy and use the Premises
only as business offices and as classrooms for adult education and for no other
purposes. Tenant shall comply with all federal, state and municipal laws,
ordinances and regulations and all covenants, conditions and restrictions of
record applicable to Tenant's use or occupancy of the Premises. Without limiting
the foregoing, Tenant shall not cause, nor permit, any hazardous or toxic
substances to be brought upon, produced, stored, used, discharged or disposed of
in, on or about the Premises without the prior written consent of Landlord and
then only in compliance with all applicable environmental laws.

4.   CONDITION OF PREMISES.

A.   Initial Condition. Tenant's taking possession of the Premises
-----------------
shall be conclusive evidence that the Premises were in good order and
satisfactory condition when Tenant took possession, subject to "Punchlist Items"
described in the Work Letter Agreement. No agreement of Landlord to alter,
remodel, decorate, clean or improve the Premises or the Building (or to provide
Tenant with any credit or allowance for the same), and no representation
regarding the condition of

6

the Premises or the Building, have been made by or on behalf of Landlord or
relied upon by Tenant, except as stated in the Work Letter Agreement.

B.  Americans With Disabilities Act. The parties acknowledge that the
-------------------------------
Americans With Disabilities Act of 1990 (42 U.S.C. (S) 12101 et seq.) and
regulations and guidelines promulgated thereunder, as amended and supplemented
from time to time (collectively referred to herein as the "ADA"), establish
requirements under Title III of the ADA ("Title III") pertaining to business
operations, accessibility and barrier removal, and that such requirements may be
unclear and may or may not apply to the Premises and the Building. Tenant
further acknowledges and agrees that to the extent that Landlord prepares,
reviews or approves any of plans or specifications relating to leasehold
improvements in the Premises, such action shall in no event be deemed any
representation or warranty that the same comply with any requirements of the
ADA. Notwithstanding anything to the contrary in this Lease, the parties hereby
agree to allocate responsibility for Title III compliance as follows: (a)
Landlord shall be responsible, at its expense, for causing the base building
restrooms, elevator lobbies and common areas within the Building to comply with
the requirements of the ADA in effect as of the Commencement Date; (b) Landlord
shall perform, at Tenant's expense, any so-called Title III "path of travel"
requirements triggered by Tenant's performance of any construction activities or
alterations in the Premises after substantial completion of the Work; (c)
Landlord shall be responsible for causing the base building restrooms and
elevator lobbies within the Premises and the common areas of the Building to
comply with the requirements of the ADA as they may be changed or modified after
the Commencement Date, provided Landlord may include the expenses of such
compliance in Expenses (if and to the extent allowed pursuant to Section
2A(i)(b)); and (d) except as provided in clauses (a), (b) and (c), Tenant shall
be responsible for all Title III compliance and costs in connection with the
Premises, including structural work, if any, and including any leasehold
improvements or other work to be performed in the Premises under or in
connection with this Lease. Except as set forth above with respect to Landlord's
Title III obligations, Tenant shall be solely responsible for all other
requirements under the ADA relating to Tenant or any affiliates or persons or
entities related to Tenant, operations of Tenant or such affiliates or related
parties, or the Premises, including, without limitation, requirements under
Title I of the ADA pertaining to Tenant's employees.

C.  Environmental Protection.
------------------------

(i)    Tenant, on behalf of itself, its agents, its employees and
its contractors, shall not cause or permit to occur (excluding acts of
Landlord, other tenants of the Building and their respective agents,
employees and contractors or anyone else not under the direct control
of Tenant except as otherwise specifically provided above):

(1)  any violation of any federal, state or local law,
ordinance or regulation related to environmental conditions in or
about the Building, including, but not limited to, improvements or
alterations made to the Premises at any time by Tenant, its agents
or contractors, or

7

(2)  the use, generation, release, manufacture,
refining, production, processing, storage or disposal of any
Hazardous Substances (as hereinafter defined) in or about the
Building, or the transportation to or from the Building of any
Hazardous Substances (save and except reasonable quantities of
normal office products such as cleaners, solvents and toners, all
of which shall be stored and used by Tenant, at its expense, in
compliance with all applicable laws).

Tenant, on behalf of itself, its agents, its employees and its contractors,
shall comply with each federal, state and local law, ordinance and
regulation related to environmental conditions in or about the Premises or
Tenant's use of the Premises, including, without limitation, all reporting
requirements and the performance of any cleanups required by any
governmental authorities. Tenant shall indemnify, defend and hold harmless
Landlord and its employees from and against all fines, suits, claims,
actions, damages, liabilities, costs and expenses (including reasonable
attorneys' and consultants' fees) asserted against or sustained by any such
person or entity and arising out of or in any way connected with a breach by
Tenant of this Section 4C (including any action brought by any governmental
authority or other regulatory body), which obligations shall survive the
expiration or termination of this Lease.

(ii)    Landlord, on behalf of itself, its agents, its employees
and its contractors, shall not cause or permit to occur (excluding acts of
Tenant, other tenants of the Building and their respective agents, employees
and contractors or anyone else not under the direct control of Landlord
except as otherwise specifically provided above):

(1)  any violation of any federal, state or local law,
ordinance or regulation related to environmental conditions in or
about the Building, including, but not limited to, improvements or
alterations made to the Building at any time by Landlord, its
agents or contractors, or

(2)  the use, generation, release, manufacture, refining,
production, processing, storage or disposal of any Hazardous
Substances in or about the Building, or the transportation to or
from the Building of any Hazardous Substances (save and except
reasonable quantities of normal cleaning and janitorial products,
sanitary sewage and solid wastes, all of which shall be stored,
disposed and used by Landlord, at its expense, in compliance with
all applicable laws).

Landlord, on behalf of itself, its agents, its employees and its
contractors, shall comply with each federal, state and local law, ordinance
and regulation related to environmental conditions in or about the Building,
including, without limitation, all reporting requirements and the
performance of any cleanups required by any governmental authorities. The
costs and expenses of such compliance may be included in Expenses unless
prohibited pursuant to Section 2A(i). Landlord shall indemnify, defend and
hold harmless Tenant and its employees from and against all fines, suits,
claims, actions, damages, liabilities, costs and expenses

8

(including reasonable attorney's and consultant's fees) asserted
against or sustained by any such person or entity and arising out of or
in any way connected with a breach by Landlord of this Section 4C
(including any action brought by any governmental authority or other
regulatory body), which obligations shall survive the expiration or
termination of this Lease.

(iii)   As used in this Section 4C, "Hazardous Substances" shall
include, without limitation, flammables, explosives, radioactive
materials, asbestos containing materials (ACMs), polychlorinated
biphenyls (PCBs), chemicals known to cause cancer or reproductive
toxicity, pollutants, contaminants, hazardous wastes, toxic substances,
petroleum and petroleum products, chlorofluorocarbons (CFCs), medical
wastes and substances declared to be hazardous or toxic under any
federal, state or local law, ordinance or regulation.

5.  BUILDING SERVICES.

A.  Basic Services. Landlord shall furnish the following services: (i)
--------------
heating and air conditioning to provide a temperature condition required for
comfortable occupancy of the Premises under normal business operations (provided
Tenant, in designing the Work, has provided for the installation of sufficient
HVAC facilities to service the Premises for Tenant's use). The heating and air
conditioning for the Premises is provided through "heat pumps" which may be
controlled by Tenant (i.e., Tenant controls the hours of operation and the
temperature settings); (ii) water for drinking, and, subject to Landlord's
approval, water at Tenant's expense for any private restrooms and office kitchen
requested by Tenant; (iii) men's and women's restrooms at locations designated
by Landlord and in common with other tenants of the Building; (iv) daily janitor
service in the Premises and common areas of the Building, weekends and holidays
excepted, at a level consistent with that customarily provided to tenants of
comparable office buildings in the Schaumburg, Illinois, metropolitan area,
including periodic outside window washing of the perimeter windows in the
Premises; and (v) passenger elevator service in common with Landlord and other
tenants of the Building, 24 hours a day, 7 days a week; and freight elevator
service daily, weekends and holidays excepted, upon request of Tenant and
subject to scheduling and charges by Landlord. For purposes of this Section 5.A,
"holidays" shall mean New Years Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas, as well as, at Landlord's election, any other day
that the majority of comparable office buildings in Schaumburg, Illinois treat
as a public holiday.

B.  Electricity. Electricity shall be distributed to the Premises by
-----------
the electric utility company serving the Building (as designated by Landlord
from time to time) and Landlord shall permit Landlord's wire and conduits, to
the extent available, suitable and safely capable, to be used for such
distribution. Tenant at its cost shall make all necessary arrangements with the
electric utility company for metering and paying for electric current furnished
to the Premises. All electricity used during the performance of janitor service,
or the making of any alterations or repairs in the Premises, or the operation of
any special air conditioning systems serving the Premises, shall be paid for by
Tenant. The heat pumps providing heating and air conditioning services for the
Premises draw upon

9

the Building's electric supply (and the costs of such electricity consumed
during the Building's standard hours of operation shall be included in
Expenses).

C.  Telephones. Tenant shall be responsible for arranging for its own
----------
telecommunications services at the Premises. All telegraph, telephone, and
electric connections which Tenant may desire shall be first approved by Landlord
in writing, before the same are installed (which approval shall not be
unreasonably withheld), and the location of all wires and the work in connection
therewith shall be performed by contractors approved by Landlord (which approval
shall not be unreasonably withheld), and shall be subject to the direction of
Landlord. Landlord reserves the right to designate and control the entity or
entities providing telephone or other communication cable installation, repair
and maintenance in the Building and to restrict and control access to telephone
cabinets, so long as in so doing, Tenant's ability to operate its business in
the Premises is not materially and adversely affected. If Landlord designates a
particular vendor or vendors to provide cable installation, repair and
maintenance for the Building, Tenant agrees to abide by and participate in such
program, so long as in so doing, Tenant's ability to operate its business in the
Premises is not materially and adversely affected. Tenant shall be responsible
for and shall pay all costs incurred in connection with the installation of
telephone cables and related wiring in the Premises, including, without
limitation, any hook-up, access and maintenance fees related to the installation
of such wires and cables in the Premises and the commencement of services
therein, and the maintenance thereafter of such wire and cables; and there shall
be included in Expenses for the Building all installation, hook-up or
maintenance costs incurred by Landlord in connection with telephone cables and
related wiring in the Building which are not allocable to any individual users
of such service but are allocable to the Building generally. If Tenant fails to
maintain all telephone cables and related wiring in the Premises and such
failure affects or interferes with the operation or maintenance of any other
telephone cables or related wiring in the Building, Landlord or any vendor hired
by Landlord may enter into and upon the Premises forthwith and perform such
repairs, restorations or alterations as Landlord reasonably deems necessary in
order to eliminate any such interference (and Landlord may recover from Tenant
all of Landlord's reasonable costs in connection therewith). When reviewing and
approving the locations of and specifications for telephone cables and related
wiring which are installed as part of the Work or subsequent alterations by
Tenant, Landlord shall specify, in writing, whether Tenant must remove such
telephone cables and related wiring at the expiration or termination of this
Lease. Upon expiration or termination of this Lease, Tenant shall remove all
telephone cables and related wiring installed by or for Tenant which Landlord so
requested Tenant to remove. Tenant agrees that neither Landlord nor any of its
agents or employees shall be liable to Tenant, or any of Tenant's employees,
agents, customers or invitees or anyone claiming through, by or under Tenant,
for any damages, injuries, losses, expenses, claims or causes of action because
of any interruption, diminution, delay or discontinuance at any time for any
reason in the furnishing of any telecommunications service to the Premises or
the Building. Notwithstanding the foregoing, the foregoing waiver shall not
relieve Landlord from liability for any damage, injury, loss, expense, claim or
cause of action which results from the negligence or wilful misconduct of
Landlord or its agents or employees, except to the extent that any such damage,
injury, loss, expense, claim or cause of action is insured against, or required
to be insured against, by Tenant pursuant to Section 10 of this Lease
(regardless of the amount of insurance proceeds collected or collectible under
any

10

insurance policies in effect) and except that Landlord shall in no event be
liable for indirect or consequential damages or lost profits.

D   Additional Services. The standard hours of operation of the
-------------------
Building's heating and air conditioning systems are Monday through Friday, 8:00
a.m. to 6:00 p.m., Saturdays, 8:00 a.m. to 1:00 p.m., holidays excepted. If
Tenant operates the heating and air conditioning systems serving the Premises
beyond the foregoing standard hours of operation, then (i) Tenant shall pay to
Landlord for such after-hours use of the heat pumps an amount equal to the
product of (x) the number of hours each such heat pump is used (as indicated by
the DDC program for the heat pump) multiplied by (y) the then-current hourly
charge established by Landlord for operating each heat pump for heating or
cooling, as the case may be (which charge shall include Landlord's electric
costs, and a reasonable fee to Landlord for maintenance and repair of the heat
pumps), and (ii) such operation will activate the Building's fan system, and
Tenant shall pay Landlord for such after-hours operation of the Building's fan
system at the then-current hourly charge established by Landlord (which charge
shall include Landlord's electric costs and a reasonable fee to Landlord for
maintenance and repair of the fan system). Furthermore, if due to an unusual
concentration of personnel or machinery in the Premises (compared to typical
office use), or an unusually large number of heat pumps serving the Premises
(compared to the number of heat pumps serving the other premises in the
Building), the heat pumps serving the Premises consume a disproportionate amount
of electricity, Tenant shall pay the costs and charges for such excess usage to
Landlord. Tenant shall pay all such costs relating to after-hours or excessive
use of the heating or air conditioning systems serving the Premises within 30
days after being billed therefor.

Landlord shall not be obligated to furnish any services other than
those stated above in this Section 5. If Landlord elects to furnish services
requested by Tenant in addition to those stated above, Tenant shall pay
Landlord's then prevailing reasonable charges for such services. If Tenant shall
fail to make any such payment and such failure continues beyond all applicable
notice and cure periods, Landlord may, in addition to all other remedies
available to Landlord, discontinue any additional services. No discontinuance of
any such additional service shall result in any liability of Landlord to Tenant
or be considered as an eviction or a disturbance of Tenant's use of the
Premises. In addition, if Tenant's concentration of invitees, personnel or
equipment adversely affects the temperature or humidity in the Premises or the
Building, Landlord may install supplementary air conditioning units in the
Premises; and Tenant shall pay for the reasonable cost of installation and
maintenance thereof.

E.  Access. Tenant's employees will have access to the Premises at all
------
times, subject to Landlord's reasonable security requirements and subject to
Sections 5F, 7, 8, 12, 13 and 25I. The Building will have a key card system (or
other comparable or superior system selected by Landlord) to limit after-hours
access. In addition, the Building may have manned security desk at hours
selected by Landlord. Landlord will provide Tenant with key cards for Tenant's
employees (at no charge with respect to the key cards initially provided to
Tenant and at a reasonable charge with respect to any replacements thereof).
Tenant's invitees will be required to present appropriate identification
(and/or, at Landlord's option, key cards supplied by Landlord, at Tenant's
expense), for after-hours access to

11

the Building. Tenant shall not allow any classes or other activities requiring
occupancy of the Building by Tenant's students or invitees to extend beyond
11:00 p.m. or to start before 8:00 a.m. If Landlord provides after-hours manned
security at the Building, Tenant shall pay its share of the cost of such
service, as reasonably allocated by Landlord among the tenants based upon
Landlord's reasonable determination of the after-hours use of the Building among
the tenants. For purposes of this Section 5E, "after-hours" shall mean before
8:00 a.m. or after 6:00 p.m. on weekdays and at any time on weekends or
holidays. Landlord shall schedule janitorial service to the Premises on weekdays
after 11:00 p.m. and prior to 8:00 a.m.

F.  Failure or Delay in Furnishing Services. Tenant agrees that
---------------------------------------
Landlord shall not be liable for damages for failure or delay in furnishing any
service stated above if such failure or delay is caused, in whole or in part, by
any one or more of the events stated in Section 25I below, nor shall any such
failure or delay be considered to be an eviction or disturbance of Tenant's use
of the Premises, or relieve Tenant from its obligation to pay any Rent when due,
or from any other obligations of Tenant under this Lease. Notwithstanding the
foregoing, if as a result of a negligent act or omission of Landlord or any
employee of Landlord (as distinguished from an act or omission of Tenant or the
occurrence of an event of force majeure [as defined in Section 25I hereof] or
the occurrence of a fire or other casualty which is covered by Section 12
hereof), any service to the Premises as described above is not furnished to the
Premises and if as a result thereof the Premises, or a "material part" (as
defined below) of the Premises, is rendered untenantable or inaccessible for a
period of three consecutive business days, and Tenant does not occupy the
Premises, or such material part thereof which is rendered untenantable or
inaccessible, during such 3-business day period, then as Tenant's sole remedies
for such failure to furnish such service, (i) Base Rent and Adjustment Rent
payable for such portion of the Premises which Tenant does not so occupy shall
abate for the period commencing on the date of the onset of such untenantability
or inaccessibility and expiring on the date such service is restored or Tenant
is able to resume occupancy of the Premises or such material part thereof, as
the case may be and (ii) if such period of untenantability or inaccessibility
exceeds 90 consecutive days, Tenant may elect to terminate this Lease by
delivery of written notice to Landlord within 15 business days after the
expiration of such 90-day period. (As used herein, the phrase "material part"
shall mean an amount in excess of 25% of rentable area of the Premises or an
area within the Premises that is integral for Tenant's normal business
operations.) For purposes of this Lease, the Premises, or a part thereof, shall
be deemed to be "untenantable" if a condition exists such that the Premises, or
such part thereof, cannot be used for the purpose for which it was rented.

6.  RULES AND REGULATIONS. Tenant shall observe and comply and shall
cause its subtenants, assignees, invitees, employees, contractors and agents to
observe and comply, with the rules and regulations listed on Exhibit B attached
hereto and with such reasonable modifications and additions thereto as Landlord
may make from time to time. Landlord shall not be liable for failure of any
person to obey such rules and regulations. Landlord shall not be obligated to
enforce such rules and regulations against any person, and the failure of
Landlord to enforce any such rules and

12

regulations. Landlord will provide Tenant with reasonable advance written notice
of any modifications or additions to the rules and regulations. No such
modifications may materially interfere with Tenant's normal business operations.
Furthermore, if any modification or addition to the rules and regulations
conflicts with any right expressly granted to Tenant in this Lease, the terms of
this Lease shall control and prevail.

7.  CERTAIN RIGHTS RESERVED TO LANDLORD. Landlord reserves the following
rights, each of which Landlord may exercise without notice to Tenant and without
liability to Tenant, and the exercise of any such rights shall not be deemed to
constitute an eviction or disturbance of Tenant's use or possession of the
Premises and shall not give rise to any claim for set-off or abatement of rent
or any other claim: (a) to change the name or street address of the Building or
the suite number of the Premises; (b) to install, affix and maintain any and all
signs on the exterior or interior of the Building; (c) to make repairs,
decorations, alterations, additions, or improvements, whether structural or
otherwise, in and about the Building, and for such purposes to enter upon the
Premises, temporarily close doors, corridors and other areas in the Building and
interrupt or temporarily suspend services or use of common areas, and Tenant
agrees to pay Landlord for overtime and reasonably similar expenses incurred if
such work is done other than during ordinary business hours at Tenant's request;
(d) to retain at all times, and to use in appropriate instances, keys to all
doors within and into the Premises; (e) subject to Section 28, to grant to any
person or to reserve unto itself the exclusive right to conduct any business or
render any service in the Building; (f) to show or inspect the Premises at
reasonable times and upon reasonable prior notice to Tenant and, if vacated or
abandoned, to prepare the Premises for reoccupancy; (g) to install, use and
maintain in and through the Premises, pipes, conduits, wires and ducts serving
the Building, provided that such installation, use and maintenance does not
unreasonably interfere with Tenant's use of the Premises; and (h) to take any
other action which Landlord deems reasonable in connection with the operation,
maintenance or preservation of the Building. In the exercise of the foregoing
rights, Landlord will use reasonable efforts to minimize interference with
Tenant's business operations in the Premises. If, in exercising any of the
foregoing reserved rights and as a result of a negligent act or omission of
Landlord or any employee of Landlord (as distinguished from an act or omission
of Tenant or the occurrence of an event of force majeure [as defined in Section
25I hereof] or the occurrence of a fire or other casualty which is covered by
Section 12 hereof) in connection therewith, the Premises, or a "material part"
(as defined below) of the Premises, is rendered untenantable or inaccessible for
a period of three consecutive business days, and Tenant does not occupy the
Premises, or such material part thereof which is rendered untenantable or
inaccessible, during such 3-business day period, then as Tenant's sole remedies
for untenantability or inaccessibility, (i) Base Rent and Adjustment Rent
payable for such portion of the Premises which Tenant does not so occupy shall
abate for the period commencing on the date of the onset of such untenantability
or inaccessibility and expiring on the date Tenant is able to resume occupancy
of the Premises or such material part thereof, as the case may be and (ii) if
such period of untenantability or inaccessibility exceeds 90 consecutive days,
Tenant may elect to terminate this Lease by delivery of written notice to
Landlord within 15 business days after the expiration of such 90-day notice. (As
used herein, the phrase "material part" shall mean an amount in excess of 25% of
rentable area of the Premises or an area within the Premises that is integral
for Tenant's normal business operations.)

13

8. MAINTENANCE AND REPAIRS. Landlord shall maintain in good order and
repair the structural elements, roof, exterior walls and windows and public
common areas of the Building, and the base Building plumbing, heating,
ventilating and air conditioning systems. Subject to Tenant's obligations
pursuant to this Lease, Landlord shall also perform any maintenance or make any
repairs to the Building as Landlord may reasonably deem necessary for the
safety, operation or preservation of the Building, or as Landlord may be
required or requested to do by any governmental authority or by the order or
decree of any court or by any other proper authority. The costs and expenses of
Landlord's maintenance and repairs shall be included in Expenses, except to the
extent prohibited pursuant to Section 2A(i)(b). Tenant, at its expense, shall
maintain and keep the Premises in good order and repair at all times during the
Term, subject to Sections 12 and 13 and Landlord's obligations pursuant to this
Lease. In addition, Tenant shall reimburse Landlord for the cost of any repairs
to the Building necessitated by the acts or omissions of Tenant, its subtenants,
assignees, invitees, employees, contractors and agents, to the extent Landlord
is not reimbursed for such costs under its insurance policies. Subject to the
preceding sentence, Landlord shall perform any maintenance or make any repairs
to the Building as Landlord shall desire or deem necessary for the safety,
operation or preservation of the Building, or as Landlord may be required or
requested to do by any governmental authority or by the order or decree of any
court or by any other proper authority.

9. ALTERATIONS.

A. Requirements. Tenant shall not make any replacement, alteration,
------------
improvement or addition to or removal from the Premises (collectively an
"alteration") without the prior written consent of Landlord. In the event Tenant
proposes to make any alteration, Tenant shall, prior to commencing such
alteration, submit to Landlord for prior written approval: (i) detailed plans
and specifications; (ii) sworn statements, including the names, addresses and
copies of contracts for all contractors; (iii) all necessary permits evidencing
compliance with all applicable governmental rules, regulations and requirements;
(iv) certificates of insurance in form and amounts required by Landlord, naming
Landlord and any other parties designated by Landlord as additional insureds;
and (v) all other documents and information as Landlord may reasonably request
in connection with such alteration. Tenant agrees to pay all out-of-pocket costs
and expenses incurred by Landlord for review of all such items and supervision
of the alteration. Neither approval of the plans and specifications nor
supervision of the alteration by Landlord shall constitute a representation or
warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of
such plans and specifications or the quality of workmanship or the compliance of
such alteration with applicable law. Tenant shall pay the entire cost of the
alteration and, if the cost of the alteration, together with all related
alterations, will exceed $100,000 and if requested by Landlord, shall deposit
with Landlord prior to the commencement of the alteration, security for the
payment and completion of the alteration in form and amount reasonably required
by Landlord (not to exceed 50% of the estimated cost of the alteration).
Notwithstanding the foregoing, no consent shall be necessary for any decorative
or cosmetic alteration (or related alteration) that (i) costs less than $100,000
(provided such alteration is not part of related alterations which cost, in the
aggregate, more than $100,000 ), (ii) does not require the issuance of a
building permit, (iii) does not adversely affect the structural elements of the
Building or the base Building mechanical, electrical or plumbing systems, the
common areas of the

14

Building or the use by other tenants in the Building of their demised premises,
(iv) does not affect the architectural aesthetics of the Building or the
appearance of any part of the Building outside the Premises and (v) does not
involve the introduction or disturbance of any Hazardous Materials (provided
that even if Landlord's consent is not necessary for such an alteration, the
following provisions of this Section 9A shall apply). Each alteration shall be
performed in a good and workmanlike manner, in accordance with the plans and
specifications approved by Landlord, and shall meet or exceed the standards for
construction and quality of materials established by Landlord for the Building.
In addition, each alteration shall be performed in compliance with all
applicable governmental and insurance company laws, regulations and
requirements. Each alteration shall be performed by union contractors if
required by Landlord and in harmony with Landlord's employees, contractors and
other tenants. Each alteration, whether temporary or permanent in character,
made by Landlord or Tenant in or upon the Premises (excepting only Tenant's
furniture, equipment and trade fixtures) shall become Landlord's property and
shall remain upon the Premises at the expiration or termination of this Lease
without compensation to Tenant; provided, however, that Landlord shall have the
right to require Tenant to remove such alteration at Tenant's sole cost and
expense in accordance with the provisions of Section 15 of this Lease.
Notwithstanding anything contained in this Section 9A to the contrary, if
Landlord gives its consent or approval, pursuant to the provisions of this
Section 9A, to allow Tenant to make any alterations in the Premises, Landlord
agrees to notify Tenant in writing at the time of the giving of such consent or
approval whether Landlord will require Tenant to remove such alterations at the
termination or expiration of this Lease.

B.  Liens. Upon completion of any alteration, Tenant shall promptly furnish
-----
Landlord with sworn owner's and contractors statements and full and final
waivers of lien covering all labor and materials included in such alteration.
Tenant shall not permit any mechanic's lien to be filed against the Building, or
any part thereof, arising out of any alteration performed, or alleged to have
been performed, by or on behalf of Tenant. If any such lien is filed, Tenant
shall within 25 days thereafter have such lien released of record or deliver to
Landlord a bond in form, amount, and issued by a surety satisfactory to
Landlord, indemnifying Landlord against all costs and liabilities resulting from
such lien and the foreclosure or attempted foreclosure thereof. If Tenant fails
to have such lien so released or to deliver such bond to Landlord, Landlord,
without investigating the validity of such lien, may pay or discharge the same;
and Tenant shall reimburse Landlord upon demand for the amount so paid by
Landlord, including Landlord's reasonable expenses and reasonable attorneys'
fees.

10. INSURANCE.

A.  Tenant's Insurance. Tenant, at its expense, shall maintain at all times
------------------
extended coverage, vandalism, malicious mischief, sprinkler leakage, water
damage and all risk coverage and demolition and debris removal, insuring the
full replacement cost of all improvements, alterations or additions to the
Premises made at Tenant's expense, and all other property owned or used by
Tenant and located in the Premises; (b) commercial general liability insurance,
including blanket contractual liability insurance, with respect to the Building
and the Premises, with limits to be set by Landlord from time

15

to time but in any event not less than $3,000,000 each occurrence combined
single limit for bodily injury, sickness or death or for damage to or
destruction of property, including loss of use thereof; (c) workers'
compensation and occupational disease insurance with Illinois statutory benefits
and employers liability insurance with limits of not less than $3,000,000 each
accident, each disease and aggregate for disease; and (d) insurance against such
other risks and in such other amounts as Landlord may from time to time
reasonably require. The form of all such policies and deductibles thereunder
shall be subject to Landlord's prior approval, which approval shall not be
unreasonably withheld, conditioned or delayed. All such policies shall be issued
by insurers reasonably acceptable to Landlord and licensed to do business in
Illinois. The insurance policies shall name Landlord, any mortgage lender their
respective affiliates, subsidiaries, successors and assigns, the property
manager and any other parties designated by Landlord as additional insureds. All
policies shall require at least thirty (30) days' prior written notice to
Landlord of termination or modification and shall be primary and not
contributory. Tenant shall at least ten (10) days prior to the Commencement
Date, and within ten (10) days prior to the expiration of each such policy,
deliver to Landlord certificates evidencing the foregoing insurance or renewal
thereof, as the case may be.

B.  Landlord's Insurance. Landlord shall at all times during the Term carry
--------------------
a policy of insurance which insures the Building, including the Premises,
against loss or damage by fire or other casualty (namely, the perils against
which insurance is afforded by a fire insurance policy with "special cause of
loss coverage") in an amount not less than the replacement cost of the Building
(excluding foundations); provided, however, that Landlord shall not be
responsible for, and shall not be obligated to insure against, any loss of or
damage to any personal property of Tenant, or which Tenant may have in the
Building or the Premises or any trade fixtures installed by or paid for by
Tenant on the Premises or any additional improvements which Tenant may construct
on the Premises, and Landlord shall not be liable for any loss or damage to such
property, regardless of cause, including the negligence of Landlord and its
employees, agents, contractors, customers and invitees. If any alterations or
improvements made by Tenant pursuant to Section 9 hereof result in an increase
of the premiums charged during the Term on the casualty insurance carried by
Landlord on the Building, then the cost of such increase in insurance premiums
shall be borne by Tenant, which shall reimburse Landlord for the same as
additional rent after being billed therefor. Landlord shall also carry
commercial general liability insurance with respect to the Building in amounts
and with coverages deemed prudent by Landlord (or may self-insure against the
liabilities covered by such insurance). Such policy shall be excess and
non-contributory of Tenant's liability policies. The cost of all insurance
maintained by Landlord shall be included in Expenses.

C.  Mutual Waiver of Subrogation. Landlord and Tenant each agree that
----------------------------
neither Landlord nor Tenant (nor their respective successors or assigns) will
have any claim against the other for any loss, damage or injury to property
which is covered by insurance carried by either party (or which would have been
covered if it had carried the insurance required by this Lease), notwithstanding
the negligence of either party in causing the loss. The waiver also applies to
each party's directors, officers, employees, shareholders and agents. The waiver
does not apply to claims caused by a party's wilful misconduct.

16

If despite a party's best efforts it cannot find an insurance company that
will allow a waiver at reasonable commercial rates, then it shall give notice to
the other party within 30 days after discovering such situation. The other party
shall then have 30 days to find an insurance company that will allow the waiver.
If the other party cannot find such an insurance company, then both parties
shall be released from their obligation to obtain the waiver.

If an insurance company is found but it will allow the waiver only at rates
greater than reasonable commercial rates, then the parties can agree to pay for
the waiver under any agreement they can negotiate. If the parties cannot in good
faith negotiate an agreement, then both parties shall be released from their
obligation to obtain the waiver.

11. WAIVER AND INDEMNITY.

A.  Waiver. Tenant releases Landlord, its property manager and their
------
respective agents and employees from, and waives all claims for, damage or
injury to person or property and loss of business sustained by Tenant and
resulting from the Building or the Premises or any part thereof or any equipment
therein becoming in disrepair, or resulting from any accident in or about the
Building. This paragraph shall apply particularly, but not exclusively, to
flooding, damage caused by Building equipment and apparatus, water, snow, frost,
steam, excessive heat or cold, broken glass, sewage, gas, odors, excessive noise
or vibration or the bursting or leaking of pipes, plumbing fixtures or sprinkler
devices. Without limiting the generality of the foregoing, Tenant waives all
claims and rights of recovery against Landlord, its property manager and their
respective agents and employees for any loss or damage to any property of
Tenant, which loss or damage is insured against, or required to be insured
against, by Tenant pursuant to Section 10 above, whether or not such loss or
damage is due to the fault or negligence of Landlord, its property manager or
their respective agents or employees, and regardless of the amount of insurance
proceeds collected or collectible under any insurance policies in effect.
Notwithstanding anything contained in this Section 11A to the contrary, Tenant
shall not be deemed to release Landlord, its property manager or their
respective agents or employees from, or waive claims for, damage or injury to
person or property or loss of business sustained by Tenant to the extent
resulting from the negligence or wilful misconduct of Landlord, its property
manager or their respective agents or employees, except to the extent that such
damage, injury or loss sustained by Tenant is insured against, or required to be
insured against, by Tenant pursuant to Section 10 of this Lease (regardless of
the amount of insurance proceeds collected or collectible under any insurance
policies in effect).

B.  Tenant's Indemnity. Tenant agrees to indemnify, defend and hold
------------------
harmless Landlord, its property manager and their respective agents and
employees, from and against any and all claims, demands, actions, liabilities,
damages, costs and expenses (including attorneys' fees), for injuries to any
persons and damage to or theft or misappropriation or loss of property occurring
in or about the Building and arising from the use and occupancy of the Premises
or from any activity, work, or thing done, permitted or suffered by Tenant in or
about the Premises (including, without limitation, any alteration by Tenant) or
from any breach or default on the part of Tenant in the performance of any
covenant or agreement on the part of Tenant to be performed under this Lease or
due to any other

17

act or omission of Tenant, its subtenants, assignees, invitees, employees,
contractors and agents. If any such proceeding is filed against Landlord or any
such indemnified party, Tenant agrees to defend Landlord or such party in such
proceeding at Tenant's sole cost by legal counsel reasonably satisfactory to
Landlord, if requested by Landlord. Notwithstanding anything contained in this
Section 11B to the contrary, Tenant shall not be required to indemnify Landlord,
its property manager or their respective agents and employees to the extent of
any claim or matter which results from the negligence or wilful misconduct of
the indemnified party, except to the extent that such claim or matter is insured
against, or required to be insured against, by Tenant pursuant to Section 10 of
this Lease (regardless of the amount of insurance proceeds collected or
collectible under any insurance policies in effect).

C.  Landlord's Indemnity. Subject to the provisions of Section 25M below,
--------------------
Landlord agrees to indemnify, defend and hold harmless Tenant and its agents and
employees, from and against any and all claims, demands, actions, liabilities,
damages, costs and expenses (including attorneys' fees), for injuries to any
persons and damage to or theft or misappropriation or loss of tangible property
occurring in or about the Building and arising from any breach or default on the
part of Landlord in the performance of any covenant or agreement on the part of
Landlord to be performed under this Lease or due to any other negligent act or
omission or wilful misconduct of Landlord, its employees, contractors and
agents. If any such proceeding is filed against Tenant or any such indemnified
party, Landlord agrees to defend Tenant or such party in such proceeding at
Landlord's sole cost by legal counsel reasonably satisfactory to Tenant, if
requested by Tenant. Notwithstanding anything contained in this Section 11C to
the contrary, Landlord shall not be required to indemnify Tenant or its agents
and employees from or in respect of any claim or matter which results from the
negligence or wilful misconduct of Tenant or its agents and employees.

12. FIRE AND CASUALTY. Upon a fire or other casualty affecting the Premises
or the Building, Landlord, with reasonable diligence, shall restore the Premises
or the Building, as applicable. Notwithstanding the foregoing, if 25% or more of
the rentable area of the Premises or all or a substantial part of the Building
is rendered untenantable by reason of fire or other casualty, Landlord may, at
its option, either restore the Premises and the Building, or terminate this
Lease effective as of the date of such fire or other casualty. Landlord agrees
to give Tenant written notice within 60 days after the occurrence of any such
fire or other casualty designating whether Landlord elects to so restore or
terminate this Lease. If Landlord elects to terminate this Lease, Rent shall be
paid through and apportioned as of the date of such fire or other casualty. If
Landlord elects to restore, Landlord's obligation to restore the Premises shall
be limited to restoring those improvements in the Premises existing as of the
date of such fire or other casualty which were made at Landlord's expense and
shall exclude any furniture, equipment, fixtures, additions, alterations or
improvements in or to the Premises which were made at Tenant's expense. If
Landlord elects to restore, Rent shall abate for that part of the Premises which
is untenantable (as defined in Section 5F) on a per diem basis from the date of
such fire or other casualty until Landlord has substantially completed its
repair and restoration work, provided that Tenant does not occupy such part of
the Premises during said period.

18

Notwithstanding anything contained in this Section 12 to the contrary,
within 60 days after the date of any fire or other casualty which renders all or
a substantial part of the Premises or the Building untenantable, Landlord shall
provide to Tenant in writing Landlord's good faith estimate of the time required
by Landlord to restore the Premises ("Landlord's Restoration Estimate"). If
Landlord's Restoration Estimate exceeds 270 days from the date of such fire or
casualty, then Tenant shall have the right, exercisable by written notice to
Landlord within 15 business days after delivery of Landlord's Restoration
Estimate, to terminate this Lease as of the date of such fire or other casualty.
Furthermore, if neither party elects to terminate this Lease as provided above
and Landlord fails to substantially complete the restoration of the Premises
within the time period set forth in Landlord's Restoration Estimate (subject to
delays caused by or attributable to Tenant or its agents, employees or
contractors or to events of the type described in Section 25I), as Tenant's sole
and exclusive remedy for such delay in substantial completion of the
restoration, Tenant shall have the right, exercisable by written notice to
Landlord within 15 business days after the expiration of the time period set
forth in Landlord's Restoration Estimate, to terminate this Lease as of the date
of such fire or other casualty. Notwithstanding the foregoing, Tenant shall have
no right to terminate this Lease if the fire or other casualty was caused, in
whole or in part, by the negligence or intentional misconduct of Tenant or
Tenant's agents, employees, contractors, invitees, subtenants or assigns.

13.  CONDEMNATION. If the Premises or the Building is rendered unusable by
Tenant for the normal conduct of its business in the Premises, by reason of a
condemnation (or by a deed given in lieu thereof), then either party may
terminate this Lease by giving written notice of termination to the other party
within 30 days after such condemnation, in which event this Lease shall
terminate effective as of the date which is the day immediately preceding the
date of such condemnation. If this Lease so terminates, Rent shall be paid
through and apportioned as of such termination date. If such condemnation does
not render the Premises or the Building unusable, this Lease shall continue in
effect and Landlord shall promptly restore the portion not condemned to the
extent reasonably possible to the condition existing prior to the condemnation.
In such event, however, Landlord shall not be required to expend an amount in
excess of the proceeds received by Landlord from the condemning authority.
Landlord reserves all rights to compensation for any condemnation. Tenant hereby
assigns to Landlord any right Tenant may have to such compensation, and Tenant
shall make no claim against Landlord or the condemning authority for
compensation for termination of Tenant's leasehold interest under this Lease or
interference with Tenant's business. Tenant's assignment of its interest in any
condemnation award to Landlord is conditioned upon its legal right to prosecute
a separate claim in the condemnation proceeding for any relocation award to
which it may be entitled or for any furniture, trade fixtures or other fixtures
which Tenant is entitled to remove at the termination of the Lease and which are
subject to the taking, for the unamortized cost of any improvements paid for by
Tenant and for any relocation or other business disruption loss Tenant incurs as
a result of such taking. If Tenant's access to the Premises is permanently taken
as a result of the condemnation, the Lease shall terminate upon the effective
date of the taking unless the parties agree otherwise.

19

14. ASSIGNMENT AND SUBLETTING.

A.  Landlord's Consent. Tenant shall not, without the prior written consent
------------------
of Landlord: (i) assign, convey, mortgage or otherwise transfer this Lease or
any interest hereunder, or sublease the Premises, or any part thereof, whether
voluntarily or by operation of law; or (ii) permit the use of the Premises by
any person other than Tenant and its employees. As provided in Section 14B,
Landlord shall not unreasonably withhold, condition or delay its consent to any
assignment or sublease. Any such transfer, sublease or use described in the
preceding sentence (a "Transfer") occurring without the prior written consent of
Landlord shall be void and of no effect. Landlord's consent to any Transfer
shall not constitute a waiver of Landlord's right to withhold its consent to any
future Transfer. Landlord's consent to any Transfer or acceptance of rent from
any party other than Tenant shall not release Tenant from any covenant or
obligation under this Lease. Landlord may require as a condition to its consent
to any assignment of this Lease that the assignee execute an instrument in which
such assignee assumes the obligations of Tenant hereunder. For the purposes of
this paragraph, the transfer (whether direct or indirect) of all or a majority
of the capital stock in a corporate Tenant (other than the shares of the capital
stock of a corporate Tenant whose stock is publicly traded) or the merger,
consolidation or reorganization of such Tenant and the transfer of all or any
general partnership interest in any partnership Tenant shall be considered a
Transfer. If Tenant is a general or limited partnership (or is comprised of two
or more persons or entities), the change or conversion of Tenant to (i) a
limited liability company, (ii) a limited liability partnership or (iii) any
other entity which possesses the characteristics of limited liability shall be
prohibited unless the prior written consent of Landlord is obtained, which
consent may be withheld in Landlord's sole discretion. Any such change or
conversion without Landlord's consent shall not release the individuals or
entities comprising Tenant from personal liability hereunder. Notwithstanding
anything contained in this Section 14A to the contrary, provided Tenant is not
then in Default under this Lease, Tenant shall have the right to assign this
Lease or sublease the Premises, or any part thereof, to an "Affiliate" (as
defined below) without the prior written consent of Landlord, subject to all of
the other provisions of this Lease, specifically including, without limitation,
the continuation of liability of Tenant under this Lease (and provided Tenant
notifies Landlord of such assignment or sublease within 30 days after it
occurs). Upon an assignment of this Lease to an Affiliate, the Affiliate shall
assume the obligations of the lessee under this Lease from and after the
effective date of such assignment pursuant to a written assumption agreement
executed and delivered to Landlord within 30 days after the effective date of
such assignment. "Affiliate" shall mean (i) any corporation or other entity
controlling, controlled by or under the common control with Tenant, (ii) the
surviving entity formed as a result of a merger or consolidation with Tenant or
(iii) any person or entity that acquires substantially all of Tenant's assets as
a going concern. The word "control", as used herein, shall mean the power to
direct or cause the direction of the management and policies of the controlled
entity through ownership of more than 50% of the voting securities in such
controlled entity. Nothing contained in this Section 14A shall permit an
assignment of this Lease or the subleasing of the Premises to any Affiliate that
is disreputable, non-creditworthy or otherwise not in keeping with the nature or
class of tenants in a Class A office building, as reasonably determined by
Landlord. In addition, Tenant shall have the right to provide space in the
Premises from time to time (i) to business entities or other organizations for
the purpose of conducting educational

20

programs and/or meetings from classrooms within the Premises (provided (w)
Tenant shall not allow the use of more than three classrooms, in the aggregate,
by such third parties at any time, (x) all such programs and/or meetings shall
be a business use consistent with the uses and expectations of tenants in a
Class A office building, (y) any school or other educational facility using such
space shall not use such space for more than 90 consecutive days at one time,
and (z) Tenant shall provide Landlord with at least two business days prior
written notice before each such use), and (ii) to concessionaires or independent
contractors who provide services directly related to Tenant's use (such as a
bookstore or a food and beverage service [provided any such food and beverage
service operates only between the hours of 6:00 p.m. and 11:00 p.m. on
weekdays]) or serving Tenant's staff and students (but not to exceed 10% of the
rentable area of the Premises, in the aggregate with all such concessionaires
and contractors), and such use of the Premises shall not constitute a Transfer
requiring Landlord's consent. Tenant shall remain liable for all acts or
omissions of such users, concessionaires and contractors as if they were
employees of Tenant.

B.  Standards for Consent. If Tenant desires the consent of Landlord to a
---------------------
Transfer, Tenant shall submit to Landlord, at least 30 days prior to the
proposed effective date of the Transfer, a written notice which includes such
information as Landlord may require about the proposed Transfer and the
transferee. Landlord shall not unreasonably withhold or condition its consent to
any assignment or sublease. Landlord shall notify Tenant whether Landlord
withholds or conditions its consent within 15 days after Tenant has submitted to
Landlord the written notice and accompanying information described above.
Landlord shall not be deemed to have unreasonably withheld its consent if, in
the reasonable judgment of Landlord: (i) the transferee is of a character or
engaged in a business which is not in keeping with the standards or criteria
used by Landlord in leasing the Building; (ii) the financial condition of the
transferee is such that it may not be able to perform its obligations in
connection with this Lease; (iii) the purpose for which the transferee intends
to use the Premises or portion thereof is in violation of the terms of this
Lease or the lease of any other tenant in the Building; or (iv) any other
reasonable bases. If Landlord consents to any Transfer, Tenant shall pay to
Landlord 50% of all rent and other consideration received by Tenant in excess of
the Rent paid by Tenant hereunder for the portion of the Premises so transferred
(after deducting therefrom the amount of all reasonable brokerage commissions,
cash allowances and tenant improvement costs actually paid by Tenant in
connection with such Transfer, which amount shall be amortized on a
straight-line basis over the lease term of the applicable Transfer). Such rent
shall be paid as and when received by Tenant. In addition, Tenant shall pay to
Landlord any attorneys' fees and expenses incurred by Landlord in connection
with any proposed Transfer, whether or not Landlord consents to such Transfer.

15. SURRENDER. Upon termination of the Term or Tenant's right to possession
of the Premises, Tenant shall return the Premises to Landlord in good order and
condition, ordinary wear and damage by fire or other casualty excepted. If
Landlord requires Tenant to remove any alterations pursuant to Section 9, then
such removal shall be done in a good and workmanlike manner; and upon such
removal Tenant shall restore the Premises to its condition prior to the
installation of such alterations. If Tenant does not remove such alterations
after request to do so by Landlord, Landlord may remove the same and restore the
Premises; and Tenant shall pay the cost of such removal and

21

restoration to Landlord upon demand. Tenant shall also remove its furniture,
equipment, trade fixtures and all other items of personal property from the
Premises prior to the termination of the Term or Tenant's right to possession of
the Premises. If Tenant does not remove such items, Tenant shall be conclusively
presumed to have conveyed the same to Landlord without further payment or credit
by Landlord to Tenant; or at Landlord's sole option such items shall be deemed
abandoned, in which event Landlord may cause such items to be removed and
disposed of at Tenant's expense, without notice to Tenant and without obligation
to compensate Tenant.

16. DEFAULTS AND REMEDIES.

A.  Default. The occurrence of any of the following shall constitute a
-------
default (a "Default") by Tenant under this Lease: (i) Tenant fails to pay any
Rent when due and such default shall continue for five days after written notice
to Tenant; (ii) Tenant fails to perform any other provision of this Lease and
such failure is not cured within 30 days (or immediately if the failure involves
a hazardous condition) after notice from Landlord (or if such failure not
involving a hazardous condition will take longer than 30 days to cure, if Tenant
fails to immediately commence curing such failure or thereafter fails to
diligently pursue such cure to completion and in all events if Tenant fails to
complete such cure within 90 days after such failure); (iii) the leasehold
interest of Tenant is levied upon or attached under process of law; (iv) Tenant
or any guarantor of this Lease dissolves; (v) Tenant abandons or vacates the
Premises and ceases paying Rent; or (vi) any voluntary or involuntary
proceedings are filed by or against Tenant or any guarantor of this Lease under
any bankruptcy, insolvency or similar laws and, in the case of any involuntary
proceedings, are not dismissed within 60 days after filing.

B.  Right of Re-Entry. Upon the occurrence of a Default, Landlord may elect
-----------------
to terminate this Lease, or, without terminating this Lease, terminate Tenant's
right to possession of the Premises. Upon any such termination, Tenant shall
immediately surrender and vacate the Premises and deliver possession thereof to
Landlord. Tenant grants to Landlord the right to enter and, using such force as
may be allowed by law, repossess the Premises, expel Tenant and any others who
may be occupying the Premises and remove any and all property therefrom, without
being deemed in any manner guilty of trespass and without relinquishing
Landlord's rights to Rent or any other right given to Landlord hereunder or by
operation of law.

C.  Reletting. If Landlord terminates Tenant's right to possession of the
---------
Premises without terminating this Lease, Landlord may relet the Premises or any
part thereof. In such case, Landlord shall use reasonable efforts to relet the
Premises on such terms as Landlord shall reasonably deem appropriate; provided,
however, Landlord may first lease Landlord's other available space and shall not
be required to accept any tenant offered by Tenant or to observe any
instructions given by Tenant about such reletting. Tenant shall reimburse
Landlord for the reasonable costs and expenses of reletting the Premises
including, but not limited to, all brokerage, advertising, legal, alteration and
other expenses incurred to secure a new tenant for the Premises. In addition, if
the consideration collected by Landlord upon any such reletting, after payment
of the expenses of reletting the Premises which have not been reimbursed by
Tenant, is insufficient to pay monthly the full amount

22

of the Rent, Tenant shall pay to Landlord the amount of each monthly deficiency
as it becomes due. If such consideration is greater than the amount necessary to
pay the full amount of the Rent, the full amount of such excess shall be
retained by Landlord and shall in no event be payable to Tenant.

D.  Termination of Lease. If Landlord terminates this Lease, Landlord may
--------------------
recover from Tenant and Tenant shall pay to Landlord, on demand, as and for
liquidated and final damages, an accelerated lump sum amount equal to the amount
by which Landlord's reasonable estimate of the aggregate amount of Rent owing
from the date of such termination through the Expiration Date plus Landlord's
reasonable estimate of the aggregate reasonable expenses of reletting the
Premises, exceeds Landlord's estimate of the fair rental value of the Premises
for the same period (after deducting from such fair rental value the time needed
to relet the Premises and the amount of concessions which would normally be
given to a new tenant), both discounted to present value at the rate of 7% per
annum.

E.  Other Remedies. Landlord may but shall not be obligated to perform any
--------------
obligation of Tenant under this Lease; and, if Landlord so elects, all costs and
expenses paid by Landlord in performing such obligation, together with interest
at the Default Rate, shall be reimbursed by Tenant to Landlord on demand. Any
and all remedies set forth in this Lease: (i) shall be in addition to any and
all other remedies Landlord may have at law or in equity, (ii) shall be
cumulative, and (iii) may be pursued successively or concurrently as Landlord
may elect. The exercise of any remedy by Landlord shall not be deemed an
election of remedies or preclude Landlord from exercising any other remedies in
the future.

F.  Bankruptcy. If Tenant becomes bankrupt, the bankruptcy trustee shall
----------
not have the right to assume or assign this Lease unless the trustee complies
with all requirements of the United States Bankruptcy Code; and Landlord
expressly reserves all of its rights, claims, and remedies thereunder.

G.  Waiver of Trial by Jury. Landlord and Tenant waive trial by jury in the
-----------------------
event of any action, proceeding or counterclaim brought by either Landlord or
Tenant against the other in connection with this Lease.

H.  Venue. If either Landlord or Tenant desires to bring an action against
-----
the other in connection with this Lease, such action shall be brought in the
federal or state courts located in Chicago, Illinois. Landlord and Tenant
consent to the jurisdiction of such courts and waive any right to have such
action transferred from such courts on the grounds of improper venue or
inconvenient forum.

I.  Default by Landlord. Landlord's failure to perform or observe any of
-------------------
its material obligations under this Lease shall constitute a default by Landlord
under this Lease only if such failure shall continue for a period of 30 days (or
the additional time, if any, that is reasonably necessary to cure the failure)
after Landlord receives written notice from Tenant specifying the default. The
notice shall give in reasonable detail the nature and extent of the failure and
shall

23

identify the Lease provision(s) containing the obligation(s). If Landlord shall
default in the performance of any of its obligations under this Lease (after
notice and opportunity to cure as provided herein), Tenant may pursue any
remedies available to it under the law and this Lease.

17. HOLDING OVER. If Tenant retains possession of the Premises after the
expiration or termination of the Term or Tenant's right to possession of the
Premises, Tenant shall pay Rent during such holding over at 150% of the rate in
effect immediately preceding such holding over computed on a monthly basis for
each month or partial month that Tenant remains in possession. Tenant shall also
pay, indemnify and defend Landlord from and against all claims and damages,
consequential as well as direct, sustained by reason of Tenant's holding over
(provided Tenant shall not be liable for consequential damages unless such
holding over extends more than 30 days after the last to occur of (x) the
expiration or termination of this Lease and (y) written notice from Landlord
that holding over by Tenant may result in consequential damages). The provisions
of this Section do not waive Landlord's right of re-entry or right to regain
possession by actions at law or in equity or any other rights hereunder, and any
receipt of payment by Landlord shall not be deemed a consent by Landlord to
Tenant's remaining in possession or be construed as creating or renewing any
lease or right of tenancy between Landlord and Tenant.

18. INTENTIONALLY DELETED.

19. [INTENTIONALLY DELETED]

20. ESTOPPEL CERTIFICATES. Tenant agrees that, from time to time upon not
less than 10 business days' prior written request by Landlord, Tenant shall
execute and deliver to Landlord a written certificate certifying: (i) that this
Lease is unmodified and in full force and effect (or if there have been
modifications, a description of such modifications and that this Lease as
modified is in full force and effect); (ii) the dates to which Rent has been
paid; (iii) that Tenant is in possession of the Premises, if that is the case;
(iv) that Landlord is not in default under this Lease, or, if Tenant believes
Landlord is in default, the nature thereof in detail; (v) that Tenant has no
off-sets or defenses to the performance of its obligations under this Lease (or
if Tenant believes there are any off-sets or defenses, a full and complete
explanation thereof); and (vi) such additional matters as may be requested by
Landlord, it being agreed that such certificate may be relied upon by any
prospective purchaser, mortgagee or other person having or acquiring an interest
in the Building. If Tenant fails to execute and deliver any such certificate
within 10 business days after request, and such failure continues for more than
five days after a second written request from Landlord, then such failure shall
constitute a Default hereunder (without the necessity of delivering any further
notice as otherwise required pursuant to Section 16A).

21. SUBORDINATION. This Lease is and shall be expressly subject and
subordinate at all times to (a) any present or future ground, underlying or
operating lease of the Building, and all amendments, renewals and modifications
to any such lease, and (b) the lien of any present or future mortgage or deed of
trust encumbering fee title to the Building and/or the leasehold estate under
any such lease. If any such mortgage or deed of trust be foreclosed, or if any
such lease be terminated,

24

upon request of the mortgagee, beneficiary or lessor, as the case may be, Tenant
will attorn to the purchaser at the foreclosure sale or to the lessor under such
lease, as the case may be. The foregoing provisions are declared to be
self-operative and no further instruments shall be required to effect such
subordination and/or attornment; provided, however, that Tenant agrees upon
request by any such mortgagee, beneficiary, lessor or purchaser at foreclosure,
as the case may be, to execute such subordination and/or attornment instruments
as may be required by such person to confirm such subordination and/or
attornment on the form customarily used by such party. Notwithstanding the
foregoing to the contrary, any such mortgagee, beneficiary or lessor may elect
to give the rights and interests of Tenant under this Lease (excluding rights in
and to insurance proceeds and condemnation awards) priority over the lien of its
mortgage or deed of trust or the estate of its lease, as the case may be. In the
event of such election and upon the mortgagee, beneficiary or lessor notifying
Tenant of such election, the rights and interests of Tenant shall be deemed
superior to and to have priority over the lien of said mortgage or deed of trust
or the estate of such lease, as the case may be, whether this Lease is dated
prior to or subsequent to the date of such mortgage, deed of trust or lease. In
such event, Tenant shall execute and deliver whatever instruments may be
required by such mortgagee, beneficiary or lessor to confirm such superiority on
the form customarily used by such party. If Tenant fails to execute any
instrument required to be executed by Tenant under this Section 21 within 10
business days after written request, and such failure continues for more than
five days after a second written request from Landlord, then such failure shall
constitute a Default hereunder (without the necessity of delivering any further
notice as otherwise required pursuant to Section 16A). Notwithstanding anything
in this Section 21 to the contrary, Landlord agrees to procure and deliver to
Tenant prior to the Commencement Date a non-disturbance agreement from the
present first mortgagee on the form attached hereto as Exhibit F. Landlord
represents to Tenant that, as of the date of this Lease, National City Bank of
Michigan-Illinois is the only mortgagee upon the Building. Furthermore, Tenant's
agreement under this Section to subordinate this Lease to the interest of any
holder of a ground, underlying or operating lease or mortgage or deed of trust
executed or delivered after the execution and delivery of this Lease is subject
to and conditioned on Landlord causing such party to deliver to Tenant a
non-disturbance and attornment agreement on such party's customary form whereby
such party agrees that so long as Tenant is not in default under the terms of
this Lease, Tenant's tenancy for the use and purposes herein described and all
rights granted to Tenant herein will not be disturbed and will remain in full
force and effect throughout the Term of this Lease and any extensions thereof.

22. QUIET ENJOYMENT. As long as no Default exists, Tenant shall peacefully
and quietly have and enjoy the Premises for the Term, free from interference by
Landlord, subject, however, to the provisions of this Lease. The loss or
reduction of Tenant's light, air or view will not be deemed a disturbance of
Tenant's occupancy of the Premises nor will it affect Tenant's obligations under
this Lease or create any liability of Landlord to Tenant.

23. BROKER. Tenant represents to Landlord that Tenant has dealt only
with the brokers set forth in Item 9 of the Schedule (the "Brokers") in
connection with this Lease and that, insofar as Tenant knows, no other broker
negotiated this Lease or is entitled to any commission in connection herewith.
Tenant agrees to indemnify, defend and hold Landlord, its property manager and
their

25

respective employees harmless from and against all claims, demands, actions,
liabilities, damages, costs and expenses (including, attorneys' fees) arising
from either (i) a claim for a fee or commission made by any broker, other than
the Brokers, claiming to have acted by or on behalf of Tenant in connection with
this Lease, or (ii) a claim of, or right to, lien under the statutes of Illinois
relating to real estate broker liens with respect to any such broker retained by
Tenant. Landlord represents to Tenant that Landlord has dealt only with the
Brokers in connection with this Lease and that, insofar as Landlord knows, no
other broker negotiated this Lease or is entitled to any commission in
connection herewith. Landlord agrees to indemnify, defend and hold Tenant
harmless from and against all claims, demands, actions, liabilities, damages,
costs and expenses (including, attorneys' fees) arising from a claim for a fee
or commission made by any broker, other than the Brokers, claiming to have acted
by or on behalf of Landlord in connection with this Lease. Landlord agrees to
pay the Brokers a commission in accordance with the separate agreement between
Landlord and the Brokers described in Item 10 of the Schedule.

24. NOTICES. All notices and demands to be given by one party to the other
party under this Lease shall be given in writing, mailed or delivered to
Landlord or Tenant, as the case may be, at the address set forth below or at
such other address as either party may hereafter designate. Notices shall be
delivered by hand by a documented service or by United States certified or
registered mail, postage prepaid, return receipt requested, or by a nationally
recognized overnight air courier service.

If to Tenant:                       The University of Phoenix, Inc.
c/o Apollo Development Corp.
4615 East Elwood Street, Suite 160
Phoenix, Arizona 85040
Attention: Mr. William J. Swirtz,
President

With copies (in cases of            Snell & Wilmer L.L.P.
notices of default only) to:        One Arizona Center
Phoenix, Arizona 85004-2202
Attention: Jody Pokorski, Esq.

If to Landlord:                     Windy Point of Schaumburg L.L.C.
c/o Fifield Realty Corp.
20 North Wacker Drive
Suite 3200
Chicago, Illinois 60606
Attention: President

With copies to:                     Citigroup Investments
190 South LaSalle Street
Suite 2740
Chicago, Illinois 60603
Attn: Vice President

26

Notices shall be considered to have been given upon actual receipt (or refusal
to accept delivery).

25.  MISCELLANEOUS.

A.   Successors and Assigns. Subject to Section 14 of this Lease, each
----------------------
provision of this Lease shall extend to, bind and inure to the benefit of
Landlord and Tenant and their respective legal representatives, successors and
assigns; and all references herein to Landlord and Tenant shall be deemed to
include all such parties.

B.   Entire Agreement. This Lease, and the riders and exhibits, if any,
----------------
attached hereto which are hereby made a part of this Lease, represent the
complete agreement between Landlord and Tenant; and Landlord has made no
representations or warranties except as expressly set forth in this Lease. No
modification or amendment of or waiver under this Lease shall be binding upon
Landlord or Tenant unless in writing signed by Landlord and Tenant.

C.   Time of Essence. Time is of the essence of this Lease and each and
---------------
all of its provisions.

D.   Execution and Delivery. Submission of this instrument for
----------------------
examination or signature by Tenant does not constitute a reservation of space or
an option for lease, and it is not effective until execution and delivery by
both Landlord and Tenant. Execution and delivery of this Lease by Tenant to
Landlord shall constitute an irrevocable offer by Tenant to lease the Premises
on the terms and conditions set forth herein, which offer may not be revoked for
seven days after such delivery.

E.   Severability. The invalidity or unenforceability of any provision
------------
of this Lease shall not affect or impair any other provisions.

F.   Governing Law. This Lease shall be governed by and construed in
-------------
accordance with the laws of the State in which the Premises are located.

G.   Attorneys' Fees. The nonprevailing party shall pay the prevailing
---------------
party all costs and expenses, including reasonable attorneys' fees, incurred by
such prevailing party in successfully enforcing the nonprevailing party's
obligations or successfully defending the prevailing party's rights under this
Lease against the nonprevailing party. Each party hereto shall pay the costs and
expenses, including reasonable attorneys' fees, incurred by the other party as a
result of any litigation in which such first party causes such second party,
without such second party's fault to become involved as a result of this Lease.

H.   Joint and Several Liability. If Tenant is comprised of more than
---------------------------
one party, each such party shall be jointly and severally liable for Tenant's
obligations under this Lease.

I.   Force Majeure. Landlord shall not be in default hereunder and
-------------
Tenant shall not be excused from performing any of its obligations hereunder if
Landlord is prevented from performing

27

any of its obligations hereunder due to any accident, breakage, strike, shortage
of materials, acts of God or other causes beyond Landlord's reasonable control.
Tenant shall not be in default hereunder and Landlord shall not be excused from
performing any of its obligations hereunder if Tenant is prevented from
performing any of its obligations hereunder due to any accident, breakage,
strike, shortage of materials, acts of God or other causes beyond Tenant's
reasonable control (provided, however, no cause of any sort shall excuse Tenant
from its obligations to pay Rent when due and to surrender the Premises upon the
expiration of the Term as provided herein).

J.  Captions. The headings and titles in this Lease are for convenience
--------
only and shall have no effect upon the construction or interpretation of this
Lease.

K.  No Waiver. No receipt of money by either party from the other after
---------
termination of this Lease or after the service of any notice or after the
commencing of any suit or after final judgment for possession of the Premises
shall renew, reinstate, continue or extend the Term or affect any such notice or
suit. No waiver of any default of either party shall be implied from any
omission by the other to take any action on account of such default if such
default persists or be repeated, and no express waiver shall affect any default
other than the default specified in the express waiver and then only for the
time and to the extent therein stated.

L.  No Recording. Tenant shall not record this Lease or a memorandum of
------------
this Lease in any official records.

M.  Limitation of Liability. Any liability of Landlord under this Lease
-----------------------
shall be limited solely to its equity interest in the Building, and in no event
shall any personal liability be asserted against Landlord in connection with
this Lease nor shall any recourse be had to any other property or assets of
Landlord.

N.  Counterparts. This Lease may be executed in multiple counterparts
------------
which, when taken together, shall be deemed to constitute a single instrument.

26. PARKING. The Windy Point of Schaumburg complex currently consists of
two office towers (designated as "Phase I" [which is the Building] and "Phase
II"), a Morton's restaurant, an undeveloped restaurant site and two hotels
(collectively, the "Complex"). Serving the Complex there are a total of
approximately 2,150 parking spaces as of the date of this Lease (including
estimated spaces on the undeveloped restaurant site). Within the Complex there
are, as of said date, approximately 830 parking spaces serving Phase I and
approximately 970 parking spaces serving Phase II (or a total of approximately
1,800 spaces for Phases I and II combined). Of the Phases I and II parking
spaces, as of said date, a total of 683 spaces are reserved either to existing
tenants or are designated as Handicapped or 45-Minute Spots. As of the date of
this Lease, Phase II is a fully-occupied, single tenant building to the East of
the Building. Tenant may use for parking the surface parking areas serving the
Complex, free of charge on a first come, first-served basis. Such use of the
parking spaces shall be subject to rules and regulations promulgated from time
to time by Landlord. Tenant acknowledges and agrees that Landlord or other
owners may designate certain spaces or areas

28

in the Complex as "reserved," and Tenant agrees not to permit its employees,
agents, guests and invitees to park in such spaces or areas (subject to the
following limitation on Landlord's right to designate additional reserved
parking spaces). Furthermore, Tenant agrees that during the hours 8:00 a.m. to
5:30 p.m. on weekdays, Tenant and its employees, agents, contractors and
invitees shall not use more than 4.0 parking spaces per 1,000 rentable square
feet of the Premises (i.e., initially, 113 parking spaces). Tenant's business
operates primarily after normal business hours and requires parking capacity
beyond normal office usage. Landlord acknowledges that, for Tenant to optimize
its business operations at the Premises, Tenant would like to have available up
to 380 parking spaces in the parking lots serving Phase I and Phase II of the
Complex between the hours of 5:30 p.m. and 11:30 p.m. on weekdays and during
normal business hours on weekends ("Tenant's Hours"). Tenant acknowledges that
there are a total of approximately 1,117 unreserved parking spaces serving Phase
I and Phase II as of the date of this Lease. Tenant further acknowledges that
the use of such spaces will be on a first-come, first-served basis. Tenant
further acknowledges that the current tenants and occupants of the Complex are
not limited in the number of parking spaces that they may use during Tenant's
Hours.

Landlord agrees that, to the extent within Landlord's control, Landlord
will not (a) knowingly permit any of the parking lots serving the Complex to be
used for off-site parking or by any parties other than owners, occupants and
tenants of the Complex and their invitees, (b) after the date of this Lease,
reserve so many additional parking spaces that thereafter less than 380 parking
spaces in the lots serving the Complex are available for Tenant's use on a
first-come, first-served basis during Tenant's Hours, and/or (c) restripe or
reconfigure the parking lots so that, as a result of such reconfiguration or
restriping, less than 380 parking spaces in the lots serving the Complex are
available for Tenant's use on a first-come, first-served basis during Tenant's
Hours. Landlord agrees that in entering into a lease with a new tenant for Phase
I or Phase II, Landlord will not enter into such lease if Landlord reasonably
believes, at the time of execution of such new lease, that as the result of the
proposed business operations of such new tenant there will not be 380 parking
spaces in the lots serving the Complex available for Tenant's use, on a
first-come, first served basis, during Tenant's Hours. Furthermore, in deciding
whether to consent to any proposed subletting or assignment of any lease in
Phase I or Phase II, to the extent allowed by law and the applicable lease,
Landlord will withhold its consent to such subletting or assignment if Landlord
reasonably believes at the time of execution of such sublease or assignment
that, as the result of the proposed business operations of such subtenant or
assignee, there will not be 380 parking spaces in the lots serving the Complex
available for Tenant's use, on a first-come, first served basis, during Tenant's
Hours. Both parties covenant and agree that they will cooperate fully and
reasonably with one another to develop viable plans and alternatives to satisfy
Tenant's parking needs of up to 380 parking spaces during Tenant's Hours if
unreserved parking serving the Complex proves to be inadequate on a first-come,
first-served basis.

27. EXTENSION OPTION.

A.  Extension Option. Tenant shall have an option (the "Extension Option")
----------------
to extend the Term with respect to all (but not less than all) of the Premises
demised under or pursuant to this

29

Lease as of the expiration date of the initial Term, for one additional term
(the "Extension Term") of five years, upon the following terms and conditions:

(1)    Tenant gives Landlord written notice of Tenant's election to
exercise the Extension Option not later than nine months prior to the
expiration date of the initial Term;

(2)    Tenant submits current financial statements of Tenant to
Landlord concurrently with Tenant's notice exercising the Extension Option
(provided Tenant shall not be required to submit such financial statements
concurrently with exercise of the Extension Option if Tenant's financial
statements are readily available through public sources) and such financial
statements are reasonably satisfactory to Landlord; and

(3)    Tenant is not in Default under this Lease, either on the date
Tenant exercises the Extension Option or on the expiration date of the
initial Term, and this Lease is in full force and effect on the date on
which Tenant exercises the Extension Option and on the proposed
commencement date of the Extension Term.

B.   Terms. If Tenant timely and properly exercises the Extension Option:
-----

(1)    The Rent payable for the Extension Term shall be equal to the
"market rate of rent" that Landlord reasonably anticipates will be in
effect at the commencement of the Extension Term. "Market rate of rent"
shall mean 95% of the rate of Base Rent (including component parts of such
rate of Base Rent such as fixed and/or indexed rental adjustments and
taking into account tenant concessions, if any, such as rent abatements and
tenant improvement allowances), plus 100% of the rental adjustments for
Taxes and Expenses for the Building, which landlords of comparable
buildings in Schaumburg, Illinois are offering to third party tenants for
office space comparable to the Premises (taking into account the lengths of
the terms and the sizes and levels of improvement of the spaces demised
under such leases to third party tenants). The Base Rent payable during the
Extension Term shall be subject to adjustment during the Extension Term as
provided in Landlord's written notice setting forth the market rate of
rent. There shall be no abatement of Base Rent or Adjustment Rent for the
Premises during the Extension Term, except as may be specifically provided
in Landlord's written notice setting forth the market rate of rent.

(2)    Upon Tenant's exercise of the Extension Option, Landlord shall
provide to Tenant written notice of Landlord's determination of the "market
rate of rent" within 30 days. Tenant shall have 20 days ("Tenant's Review
Period") after receipt of Landlord's notice of the proposed "market rate of
rent" within which to accept such proposed "market rate of rent" or to
object thereto in writing. If Tenant so objects, Landlord and Tenant shall
attempt to agree upon such "market rate of rent" in good faith. If Landlord
and Tenant fail to reach agreement by the date that is 20 days following
the expiration of Tenant's Review Period (the "Outside Agreement Date"),
then each party's good faith determination of "market rate of

30

rent" shall be submitted by sealed bid to arbitration in accordance with
the following procedure:

(a) Not later than 20 days following the Outside Agreement Date,
Landlord and Tenant shall each appoint one independent arbitrator who
shall by profession be a real estate appraiser (with the professional
designation of M.A.I. or, if M.A.I. ceases to exist, a comparable
designation from an equivalent professional appraiser organization)
who shall have been active over the 10-year period ending on the date
of such appointment in appraising commercial office properties in
Rosemont, Illinois. The determination of the arbitrators shall be
limited solely to the issue of whether Landlord's or Tenant's
submitted "market rate of rent" for the Extension Term is the closest
to the "market rate of rent" for the Extension Term as determined by
the arbitrators, taking into account the elements listed in Section
27B(1).

(b) The two arbitrators so appointed shall within 10 days of the
date of the appointment of the last appointed arbitrator agree upon
and appoint a third arbitrator who shall be qualified under the same
criteria set forth hereinabove for qualification of the initial two
arbitrators. If the two arbitrators fail to agree upon and appoint a
third arbitrator, both arbitrators shall be dismissed and Landlord and
Tenant each shall promptly select and appoint one new arbitrator each
possessing the qualifications above.

(c) The three arbitrators shall within 30 days of the appointment
of to the third arbitrator reach a decision as to whether the parties
shall use Landlord's or Tenant's submitted "market rate of rent" and
shall notify Landlord and Tenant thereof in writing.

(d) The decision of the majority of the three arbitrators shall
be binding upon Landlord and Tenant and judgment upon such decision
may be entered into by any court having jurisdiction over Landlord and
Tenant.

(e) The cost of arbitration shall be paid by Landlord if Tenant's
submitted "market rate of rent" is selected and by Tenant if
Landlord's submitted "market rate of rent" is selected.

(f) Notwithstanding the foregoing, if either Landlord or Tenant
fails to appoint an arbitrator within 30 days after the Outside
Agreement Date as provided above and such failure to appoint an
arbitrator is not cured within 10 days after receipt by such failing
party of written demand to do so by the other party (which other party
shall have appointed its arbitrator prior to sending such written
demand), then the arbitrator appointed by the party sending such
demand, acting alone, shall reach a decision on the applicable "market
rate of rent," notify Landlord and Tenant

31

in writing thereof, and such arbitrator's decision shall be binding on
Landlord and Tenant.

(g) If for any reason whatsoever the applicable "market rate of
rent" has been determine by the commencement date of the Extension
Term, the average of (a) the "market rate of rent" (and terms of
payment)as proposed by Landlord and (b) the be rent" (and terms of
payment) as proposed by Tenant, shall be utilized as the rate of rent
until such time as the final "market rate of rent" has been
conclusively determined (at which time, (x) if Landlord's submitted
"market rate of rent" is selected, Tenant shall promptly pay Landlord
the excess amount due, if any, for the period during which the
"average" market rate of base rent was utilized or (y) if Tenant's
submitted "market rate of rent" is selected, Landlord shall credit
against rent next coming due the excess amount paid by Tenant, if any,
for the period during which the "average" market rate of rent was
utilized.)

(3)  Tenant shall have no further options to extend the Term of this
Lease be yond the expiration date of the Extension Term.

(4)  Landlord shall not be obligated to perform any leasehold
improvement work in the Premises or give Tenant any allowance for any such
work or any other purposes during or for the Extension Term, except as to
any allowance which may be specifically provided in Landlord's written
notice setting forth the market rate of rent.

(5)  Except for the rate of Base Rent and except as otherwise provided
herein, all of the terms and provisions of this Lease shall remain the same
and in full force and effect during the Extension Term.

C.   Amendment. If Tenant exercises the Extension Option, Landlord and
---------
Tenant shall execute and deliver an amendment to this Lease reflecting the lease
of the Premises by Landlord to Tenant for the Extension Term on the terms
provided above, which amendment shall be executed and delivered within 30 days
after the final determination of the market rate of rent for the Extension Term.

D.   Termination. The Extension Option shall automatically terminate and
-----------
become null and void upon the earlier to occur of (1) the expiration or
termination of this Lease, (2) the termination of Tenant's right to possession
of all or any part of the Premises, (3) the assignment of this Lease by Tenant,
in whole or in part (other than to an Affiliate), (4) the sublease by Tenant of
all or any part of the Premises (other than to an Affiliate), or (5) the failure
of Tenant to timely or properly exercise the Extension Option.

32

28.  EXCLUSIVITY.

A.   Exclusive Use. As used in this Section, the "Exclusive Use" shall mean
-------------
the operation of an adult educational facility (not including an educational
facility for a tenant's or occupant's own employees or contractors).

B.   Exclusivity. So long as Tenant is not in Default under this Lease and
-----------
the primary use being made of the Premises is the Exclusive Use, and subject to
applicable anti-trust and fair trade laws, statutes, rules and regulations,
Landlord agrees that Landlord will not itself hereafter lease at any time during
the Term any space in the Building to a tenant for the express permitted primary
use and purpose of the Exclusive Use; provided, however, that Landlord shall not
be obligated to expressly state in any lease that the tenant thereunder may not
use its premises for the Exclusive Use. It shall not be a breach of the
aforesaid covenant and Landlord shall have no liability to Tenant hereunder if:

(1) any tenant of the Building uses its premises for the Exclusive Use
in violation of the express permitted use set forth in such tenant's lease;

(2) any tenant of the Building uses its premises for the Exclusive
Use, but such use is incidental to and not the primary use permitted under
such tenant's lease;

(3) any tenant of the Building under a lease in existence as of the
date of this Lease (including, without limitation, Global Knowledge
Network, Inc.) uses its premises for the Exclusive Use; or

(4) any tenant of the Building subleases its premises or transfers or
assigns its lease (whether by voluntary transfer, bankruptcy or operation
of law) to a tenant which uses its premises for the Exclusive Use;
provided, however, that Landlord shall, if and to the extent permitted by
law and the provisions of the applicable tenant's lease, withhold its
consvvent to any such sublease, transfer or assignment, in which event
Tenant shall indemnify, defend and hold Landlord harmless from and against
all claims, actions, damages, liabilities, costs and expenses (including
court costs and attorneys' fees) asserted against or sustained by Landlord
by reason of such withholding of consent.

C.   Enforcement. In the event of the occurrence of an event described in
-----------
either clause (1) or (4) of subsection B above, Landlord shall use reasonable
efforts (but shall not be obligated to institute any legal action) to cause the
applicable tenant to cease such unpermitted use; provided, however, that if such
unpermitted use continues for 90 days or more and Landlord has not instituted
any legal action to cause such tenant to cease such unpermitted use, then Tenant
shall be authorized, at Tenant's expense and as Landlord's agent, to institute
legal action to cause such tenant to cease such unpermitted use, in which event
Tenant shall indemnify, defend and hold Landlord harmless from and against all
claims, actions, damages, liabilities, costs and expenses (including court costs
and attorneys' fees) asserted against or sustained by Landlord by reason of such
legal action.

33

29. SIGNAGE. Tenant, at Tenant's expense, shall have the right during
the Term to maintain a pylon sign at a location designated by Landlord north of
the Building and visible from the Interstate 90 Tollway. The design of Tenant's
pylon sign shall be in compliance with all applicable codes, ordinances, laws,
regulations and statutes and the Declaration and further subject to Landlord's
reasonable approval and supervision. The pylon shall not exceed 15 feet in
height and shall have no more than two sign surfaces, each such surface not to
exceed 100 square feet. The parties shall agree upon a vendor to prepare and
install the sign, and Tenant shall arrange for said vendor to prepare a to scale
rendering of the proposed sign for Landlord's approval. Once Landlord has
approved the signage, Tenant shall be responsible for obtaining any signage
permit or license required. Tenant shall pay the cost of such signage and
installation. Tenant acknowledges that Landlord has made no representation,
warranty or covenant that Tenant can obtain all approvals, permits and licenses
for Tenant's desired sign (and the failure to obtain any such approval, permit
or license shall not affect Tenant's other obligations under this Lease, shall
not give rise to any abatement of Rent or other credit and shall not constitute
a default by Landlord). It shall be a condition of Tenant's right to maintain
such pylon sign that (a) Tenant is not in Default under this Lease and (b) this
Lease is in full force and effect. It shall be a further condition of Tenant's
right to maintain such pylon sign that Tenant is an occupant of at least 20,000
rentable square feet of space in the Building (not including occupancy of any
subtenants or assignees other than Affiliates). Landlord shall install and
maintain the pylon sign at Tenant's expense. Upon the expiration or termination
of the Term or Tenant's right to retain such signage, Landlord, at Tenant's
expense, may remove the pylon sign. The rights granted to Tenant in this Section
29 are personal to The University of Phoenix, Inc. and shall not inure for the
benefit of any subtenant or assignee (other than an Affiliate).

30. TEMPORARY SPACE. Landlord grants a license to Tenant to use certain
space on the second floor of the Building, consisting of approximately 1,029
rentable square feet (the "Temporary Space"), as shown on Exhibit E attached
hereto, for Tenant to conduct business operations while Landlord performs the
Work described in the Work Letter Agreement. Tenant's occupancy of the Temporary
Space shall be upon all of the same terms and provisions as are contained in
this Lease with respect to the Premises, except as follows:

(1) Tenant shall pay Base Rent for the Temporary Space in the
amount of $1,444.89 per month. Furthermore, Tenant shall pay Adjustment
Rent for the Temporary Space and Tenant's Proportionate Share therefore
shall be 0.550%. Base Rent and Adjustment Rent for the Temporary Space
shall be payable in the manner set forth in Section 2. Tenant shall pay
for all electricity and building services used in the Temporary Space;

(2) Tenant's right to occupy the Temporary Space shall commence
on November 26, 2001 and, subject to clause (5) below, shall expire on
the first to occur of (i) substantial completion of the Work, (ii)
March 31, 2002 (unless the current tenant of the Temporary Space
agrees, in its sole and absolute discretion, to allow an

34

extension of the period of Tenant's occupancy), or (iii) the date that
this Lease is terminated;

(3) Tenant shall accept the Temporary Space in its "as-is"
physical condition, without any representation, credit or allowance
from Landlord with respect to the condition or improvement thereof,
provided, however, at Tenant's option, Landlord, at Landlord's expense,
shall construct two offices within the Temporary Space. If Landlord
constructs such offices and the succeeding tenant of such space desires
the demolition of the offices, Tenant shall reimburse Landlord for the
reasonable costs of such demolition;

(4) It shall be a condition of Tenant's right to occupy the
Temporary Space that this Lease is in full force and effect and Tenant
is not in Default under this Lease at any time while Tenant is
occupying the Temporary Space; and

(5) The current tenant of the Temporary Space has the right to
reclaim the Temporary Space effective as of the last day of any
calendar month. If the current tenant reclaims the Temporary Space,
Landlord shall have the right, upon not less than 20 days prior written
notice to Tenant, to terminate Tenant's license of the Temporary Space.
Tenant agrees to vacate the Temporary Space on or before the effective
termination date of the license. Furthermore, if Tenant still requires
the use of temporary space, Landlord shall arrange for Tenant to have
available for its use two rooms at one of the hotels in the Complex and
Landlord shall reimburse Tenant, monthly, for any room charges for such
rooms in excess of the amount Tenant would otherwise have paid to
Landlord for the Temporary Space pursuant to clause (1) above.

31. AUTHORITY. Landlord represents and warrants to Tenant that the
individual executing this Lease on behalf of Landlord is authorized to do so.
Upon written request from Tenant, Landlord will deliver to Tenant a copy of a
resolution or other document evidencing such authority. Landlord has good and
marketable fee simple title to the Building, including the Premises, with full
right and authority to grant the estate demised herein and to execute and
perform all of the terms and conditions of this Lease. Tenant represents and
warrants to Landlord that the individual executing this Lease on behalf of
Tenant is authorized to do so. Upon written request from Landlord, Tenant will
deliver to Landlord a copy of a resolution or other document evidencing such
authority.

[Signatures are on the following page]

35

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of
the day and year first above written.

LANDLORD:                                         TENANT:
--------                                          ------

WINDY  POINT  OF  SCHAUMBURG                      THE APOLLO GROUP, INC., an
L.L.C., a  Delaware limited liability company     Arizona corporation

By:      FRC WINDY POINT L.L.C., an Illinois      By:    /s/ [ILLEGIBLE]
-------------------------
limited liability company, its managing  Title:     President
member                                          ----------------------

By:    /s/ Steven D. FiField
----------------------------
Title:     Managing Member
-------------------------

36

(Landlord's Acknowledgment)

STATE OF ILLINOIS  )
)  SS.
COUNTY OF COOK     )

On this ______________ day of __________________, 2001, before me
appeared ____________________________________________, to me personally known,
who being by me duly sworn, did say that he/she is the ____________________ of
FRC WINDY POINT, L.L.C., an Illinois limited liability company ("Manager") and
managing member of WINDY POINT OF SCHAUMBURG L.L.C., a Delaware limited
liability company ("Owner"), the company that executed the within and foregoing
instrument and that said instrument was signed and sealed in behalf of said
Manager and Owner, and said __________________________________ acknowledged said
instrument to be the free act and deed of said Manager and Owner.

______________________________
NOTARY PUBLIC

37

(Tenant Corporate Acknowledgment)

STATE OF ARIZONA  )
)  SS.
COUNTY OF MARICOPA)

On this 16/th/ day of November, 2001, before me appeared Todd S. Nelson, to
me personally known, who being by me duly sworn, did say that (he) (she) is the
President of THE APOLLO GROUP, INC., an Arizona corporation, the corporation
that executed the within and foregoing instrument and that said instrument was
signed and sealed in behalf of said corporation by authority of its Board of
Directors, and that the seal affixed is the corporate seal of said corporation
and said President acknowledged said instrument to be the free act and deed of
said corporation.

=====================================            /s/ Erin M. Hugus
[LOGO]    "OFFICIAL SEAL"                       ------------------------------
Erin M. Hugus                                  NOTARY PUBLIC
Notary Public-Arizona
Maricopa County
My Commission Expires 11/12/2004
=====================================

38

EXHIBIT A

[FLOOR PLAN]

EXHIBIT 10.118

LEASE AGREEMENT WITH GLOBAL KNOWLEDGE NETWORK, INC.
FOR A PORTION OF WINDY POINT 1 BUILDING

WINDY POINT OF SCHAUMBURG

OFFICE LEASE

BETWEEN

WINDY POINT OF SCHAUMBURG L.L.C.
as Landlord

AND

GLOBAL KNOWLEDGE NETWORK, INC.
as Tenant

Dated: DECEMBER 9, 1999

TABLE OF CONTENTS
-----------------

1.    DEMISE AND TERM. .....................................................   1

2.    RENT. ................................................................   2
A.   Definitions. ....................................................   2
-----------
B.   Components of Rent. .............................................   3
------------------
C.   Payment of Rent. ................................................   4
---------------

3.    USE. .................................................................   5

4.    CONDITION OF PREMISES. ...............................................   5
A.   Initial Condition ...............................................   5
-----------------
B.   Americans With Disabilities Act .................................   5
-------------------------------

5.    BUILDING SERVICES. ...................................................   6
A.   Basic Services. .................................................   6
--------------
B.   Electricity. ....................................................   7
-----------
C.   Telephones. .....................................................   7
----------
D.   Additional Services. ............................................   8
-------------------
E.   Failure or Delay in Furnishing Services. ........................   8
---------------------------------------

6.    RULES AND REGULATIONS. ...............................................   9

7.    CERTAIN RIGHTS RESERVED TO LANDLORD. .................................   9

8.    MAINTENANCE AND REPAIRS. .............................................  10

9.    ALTERATIONS. .........................................................  10
A.   Requirements. ...................................................  10
------------
B.   Liens. ..........................................................  11
-----

10.   INSURANCE. ...........................................................  11
A.   Tenant's Insurance. .............................................  11
------------------
B.   Mutual Waiver of Subrogation. ...................................  12
----------------------------

11.   WAIVER AND INDEMNITY. ................................................  12
A.   Waiver. .........................................................  12
------
B.   Tenant's Indemnity. .............................................  13
------------------
C.   Landlord's Indemnity. ...........................................  13
--------------------

12.   FIRE AND CASUALTY. ...................................................  13

i

13.   CONDEMNATION. ........................................................  14

14.   ASSIGNMENT AND SUBLETTING. ...........................................  14
A.   Landlord's Consent. .............................................  14
------------------
B.   Standards for Consent. ..........................................  16
---------------------
C.   Recapture. ......................................................  16
---------

15.   SURRENDER. ...........................................................  17

16.   DEFAULTS AND REMEDIES. ...............................................  17
A.   Default. ........................................................  17
-------
B.   Right of Re-Entry. ..............................................  17
-----------------
C.   Reletting. ......................................................  18
---------
D.   Termination of Lease. ...........................................  18
--------------------
E.   Other Remedies. .................................................  18
--------------
F.   Bankruptcy.

.....................................................  18
----------
G.   Waiver of Trial by Jury. ........................................  18
-----------------------

17.   HOLDING OVER. ........................................................  19

19.   [Intentionally Deleted). .............................................  20

20.   ESTOPPEL CERTIFICATES. ...............................................  20

21.   SUBORDINATION. .......................................................  21

22.   QUIET ENJOYMENT. .....................................................  21

23.   BROKER. ..............................................................  22

24.   NOTICES. .............................................................  22

25.   MISCELLANEOUS. .......................................................  22
A.   Successors and Assigns. .........................................  22
----------------------
B.   Entire Agreement. ...............................................  23
----------------
C.   Time of Essence. ................................................  23
---------------
D.   Execution and Delivery. .........................................  23
----------------------
E.   Severability. ...................................................  23
------------
F.   Governing Law. ..................................................  23
-------------
G.   Attorneys' Fees. ................................................  23
---------------
H.   Delay in Possession. ............................................  23
-------------------
I.   Joint and Several Liability. ....................................  23
---------------------------
J.   Force Majeure. ..................................................  23
-------------

ii

K.   Captions. .................................................................  23
--------
L.   No Waiver. ................................................................  24
---------
M.   No Recording. .............................................................  24
------------
N.   Limitation of Liability. ..................................................  24
-----------------------

26.   PARKING. .......................................................................  24

27.   LANDLORD'S TERMINATION OPTION. .................................................  24
A.   Termination Option. .......................................................  24
------------------
B.   Terms. ....................................................................  25
-----

28.   RENEWAL OPTION. ................................................................  25
A.   Renewal Option. ...........................................................  25
--------------
B.   Terms. ....................................................................  25
-----
C.   Amendment. ................................................................  26
---------
D.   Termination. ..............................................................  26
-----------

EXHIBIT A - Plan of Premises. ........................................................  A-1
EXHIBIT B - Rules and Regulations. ...................................................  B-1
EXHIBIT C - Work Letter Agreement. ...................................................  C-1
EXHIBIT D - Suite Acceptance Agreement. ..............................................  D-1
EXHIBIT E - Form of Subordination, Non-Disturbance and Attornment Agreement . ........  E-1
EXHIBIT F - Current Janitorial Specifications ........................................  F-1
EXHIBIT G - Form of Letter of Credit .................................................  G-1

iii

OFFICE LEASE

THIS LEASE is made as of December 9, 1999, between WINDY POINT OF
SCHAUMBURG L.L.C., a Delaware limited liability company, having an address at
c/o Fifield Realty Corp., 20 North Wacker Drive, Chicago, Illinois 60606
("Landlord"), and GLOBAL KNOWLEDGE NETWORK, INC., a Delaware corporation, having
an address at One Van De Graff Drive, Burlington, Massachusetts 01803
("Tenant"), for space in the building at 1500 McConnor Parkway, in the office
complex known as Windy Point of Schaumburg (such building, including the land
upon which the building and related facilities are situated, being herein
referred to as the "Building"). The following schedule (the "Schedule") sets
forth certain basic terms of this Lease:

SCHEDULE
--------

1.      Premises: .............................        A)  Suite 500
B)  Approximately 22,028
rentable square feet

Base Rent:
---------

2.                      3.
Year of Term            Annual Base Rent        Monthly Base Rent
------------            ----------------        -----------------

1                    $371,171.76               $30,930.98
2                     382,306.92                31,858.91
3                     393,776.16                32,814.68
4                     405,589.44                33,799.12
5                     417,757.08                34,813.09
6                     430,289.88                35,857.49
7                     443,198.52                36,933.21
8                     456,494.52                38,041.21
9                     470,189.28                39,182.44
10                    484,295.04                40,357.92

4.     Tenant's Proportionate Share:. ................................................ 11.785%
5.     Security Deposit:. .......................................... $100,000 Letter of Credit
6.     Commencement Date:. ....................................................... May 1, 2000
7.    Expiration Date:. ...................................................... April 30, 2010
8.    Brokers:. ........ Fifield Realty Corp., Corporate Realty Advisors and CB Richard Ellis
9.    Brokerage Agreement:. .............. Agreement dated November 17, 1999 between Landlord
and Brokers.

1.   DEMISE AND TERM. Landlord leases to Tenant and Tenant leases from
Landlord the premises (the "Premises") described in Item 1 of the Schedule and
shown on the

plan attached hereto as Exhibit A, subject to the covenants and conditions set
forth in this Lease, for a term (the "Term") commencing on the date described in
Item 6 of the Schedule (the "Commencement Date") and expiring on the date (the
"Expiration Date") that immediately precedes the tenth anniversary of the
Commencement Date, unless terminated earlier as otherwise provided in this Lease
(or, if such anniversary of the Commencement Date is not the first day of a
calendar month, the Expiration Date shall be the last day of the month in which
the tenth anniversary of the Commencement Date occurs). Tenant may occupy the
Premises for the conduct of business prior to the Commencement Date, provided
such occupancy shall be upon all of the terms and conditions of this Lease other
than the obligations to pay Base Rent and Adjustment Rent (as hereinafter
defined) for such period prior to the Commencement Date. Tenant shall complete
and furnish to Landlord, on or before occupancy of the Premises, the Suite
Acceptance Agreement attached hereto as Exhibit D, which shall acknowledge the
actual Commencement Date and Expiration Date.

2.  RENT.

A.  Definitions. For purposes of this Lease, the following terms shall have
-----------
the following meanings:

(i) "Expenses" shall mean all expenses, costs and disbursements
(other than Taxes) paid or incurred by Landlord in connection with the
ownership, management, maintenance, operation, replacement and repair of
the Building. Expenses shall not include: (a) costs of tenant alterations;
(b) costs of capital improvements (except for costs of any capital
improvements made or installed for the purpose of reducing Expenses or made
or installed pursuant to governmental requirement or insurance requirement,
which costs shall be amortized by Landlord in accordance with sound
accounting and management principles); (c) interest and principal payments
on mortgages (except interest on the cost of any capital improvements for
which amortization may be included in the definition of Expenses) or any
rental payments on any ground leases (except for rental payments which
constitute reimbursement for Taxes and Expenses); (d) advertising expenses
and leasing commissions; (e) any cost or expenditure for which Landlord is
reimbursed, whether by insurance proceeds or otherwise, except through
Adjustment Rent (hereinafter defined); (f) the cost of any kind of service
furnished to any other tenant in the Building which Landlord does not
generally make available to all tenants in the Building;(g) legal expenses
of negotiating leases, (h) costs of special services rendered to individual
tenants (including Tenant) for which a special charge is made, (i) costs of
repairs directly resulting from the negligence or willful misconduct of
Landlord, its agents or employees, (j) costs for which Landlord is
reimbursed by other tenants of the Building other than through payment of
tenants' shares of Expenses and Taxes,(k) fines or penalties incurred due
to Landlord's violation of any law and (l) management fees substantially in
excess of the management fees then generally charged by managers of
comparable office buildings in the Chicago metropolitan area. Expenses
shall be determined on a cash or accrual basis, as Landlord

2

may elect (provided Landlord shall not change such method of determining
Expenses during the Term).

(ii)   "Rent" shall mean Base Rent, Adjustment Rent and any other
sums or charges due by Tenant hereunder.

(iii)  "Taxes" shall mean all taxes, assessments and fees levied
upon the Building, the property of Landlord located therein or the rents
collected therefrom, by any governmental entity based upon the ownership,
leasing, renting or operation of the Building, including all costs and
expenses of protesting any such taxes, assessments or fees. Taxes shall not
include any net income, capital stock, succession, transfer, franchise,
gift, estate or inheritance taxes; provided, however, if at any time during
the Term, a tax or excise on income is levied or assessed by any
governmental entity, in lieu of or as a substitute for, in whole or in
part, real estate taxes or other ad valorem taxes, such tax shall
----------
constitute and be included in Taxes. For the purposes of determining Taxes
for any given year, the amount to be included for such year (a) from
special assessments payable in installments shall be the amount of the
installments (and any interest) due and payable during such year, and (b)
from all other Taxes shall at Landlord's election either be the amount
accrued, assessed or otherwise imposed for such year or the amount due and
payable in such year (provided Landlord shall not change such method of
determining Taxes during the Term).

(iv)   "Tenant's Proportionate Share" shall mean the percentage
set forth in Item 4 of the Schedule which has been determined by dividing
the rentable square feet in the Premises (i.e., the number of rentable
square feet stated in Item 1B of the Schedule) by the rentable square feet
in the Building (i.e., 186,921).

B.  Components of Rent. Tenant agrees to pay the following amounts to
------------------
Landlord at the office of the Building or at such other place as Landlord
designates:

(i)    Base rent ("Base Rent") to be paid in monthly installments
in the amount set forth in Item 3 of the Schedule in advance on or before
the first day of each month of the Term, except that Tenant shall pay the
first month's Base Rent upon execution of this Lease.

(ii)   Adjustment rent ("Adjustment Rent") in an amount equal to
Tenant's Proportionate Share of (a) the Expenses for any calendar year and
(b) the Taxes for any calendar year. Prior to each calendar year, Landlord
shall estimate the amount of Adjustment Rent due for such year, and Tenant
shall pay Landlord one-twelfth of such estimate on the first day of each
month during such year. Such estimate may be revised by Landlord whenever
it obtains information relevant to making such estimate more accurate.
After the end of each calendar year, Landlord shall deliver to Tenant a
report setting forth the actual Expenses and Taxes for such calendar year
and a statement of the

3

amount of Adjustment Rent that Tenant has paid and is payable for such
year. Within thirty days after receipt of such report, Tenant shall pay to
Landlord the amount of Adjustment Rent due for such calendar year minus any
payments of Adjustment Rent made by Tenant for such year. If Tenant's
estimated payments of Adjustment Rent exceed the amount due Landlord for
such calendar year, Landlord shall apply such excess as a credit against
Tenant's other obligations under this Lease or promptly refund such excess
to Tenant if the Term has already expired, provided Tenant is not then in
Default hereunder, in either case without interest to Tenant.

C.  Payment of Rent. The following provisions shall govern the payment of
---------------
Rent: (i) if this Lease commences or ends on a day other than the first day or
last day of a calendar year, respectively, the Rent for the year in which this
Lease so begins or ends shall be prorated and the monthly installments shall be
adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or
deduction, and the covenant to pay Rent shall be independent of every other
covenant in this Lease; (iii) if during all or any portion of any year the
Building is not fully rented and occupied, Landlord may elect to make an
appropriate adjustment of Expenses and/or Taxes for such year to determine the
Expenses and/or Taxes that would have been paid or incurred by Landlord had the
Building been fully rented and occupied for the entire year and the amount so
determined shall be deemed to have been the Expenses and/or Taxes for such year;
(iv) any sum due from Tenant to Landlord which is not paid within five days
after its due date shall bear interest from the date due until the date paid at
the annual rate of 14% per annum, but in no event higher than the maximum rate
permitted by law (the "Default Rate"); and, in addition, Tenant shall pay
Landlord a late charge for any Rent payment which is paid more than five days
after its due date equal to 5% of such payment; (v) if changes are made to this
Lease or the Building changing the number of square feet contained in the
Premises or in the Building, Landlord shall make an appropriate adjustment to
Tenant's Proportionate Share; (vi) Tenant shall have the right, upon reasonable
prior written notice to Landlord, to inspect Landlord's accounting records
relative to Expenses and Taxes during normal business hours at any time within
60 days following the furnishing to Tenant of the annual statement of Adjustment
Rent; and, unless Tenant shall take written exception to any item in any such
statement within such 60-day period, such statement shall be considered as final
and accepted by Tenant. Tenant must timely pay all Adjustment Rent billed by
Landlord pending the outcome of its inspection or any audit of Landlord's
accounting records. If Tenant makes such timely written exception, an audit as
to the proper amount of Adjustment Rent for such period shall be performed by an
independent certified public accounting firm selected by Landlord, but subject
to Tenant's reasonable approval, which audit shall be final and conclusive. If
the results of such audit reveal that Tenant has overpaid or underpaid
Adjustment Rent for the applicable year, Landlord shall pay to Tenant such
overpayment or Tenant shall pay to Landlord such underpayment, as applicable,
within 30 days after the results of such audit are reported to the parties.
Tenant agrees to pay the entire cost of such audit unless it is determined that
Landlord's original determination of the Adjustment Rent for the year in issue
was in error by more than 5%, in which case Landlord agrees to pay one-half of
the cost of such audit; (vii) in the event of the termination of this Lease
prior to the determination of any Adjustment Rent, Tenant's agreement to pay any
such sums and

4

Landlord's obligation to refund any such sums (provided Tenant is not in default
hereunder) shall survive the termination of this Lease; (viii) no adjustment to
the Rent by virtue of the operation of the rent adjustment provisions in this
Lease shall result in the payment by Tenant in any year of less than the Base
Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year
of the Building; (x) each amount owed to Landlord under this Lease for which the
date of payment is not expressly fixed shall be due on the same date as the Rent
listed on the statement showing such amount is due; and (xi) if Landlord fails
to give Tenant an estimate of Adjustment Rent prior to the beginning of any
calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the
previous calendar year until Landlord delivers such estimate.

3.  USE. Tenant agrees that it shall occupy and use the Premises only as
business offices and classrooms for corporate training and technical education
of employees of Tenant's clients and for no other purposes (and in no event as
an elementary or high school, college or university, vocational school, driving
school or other such school). Tenant shall comply with all federal, state and
municipal laws, ordinances and regulations and all covenants, conditions and
restrictions of record applicable to Tenant's use or occupancy of the Premises.
Without limiting the foregoing, Tenant shall not cause, nor permit, any
hazardous or toxic substances to be brought upon, produced, stored, used,
discharged or disposed of in, on or about the Premises without the prior written
consent of Landlord and then only in compliance with all applicable
environmental laws.

4.  CONDITION OF PREMISES.

A.  Initial Condition. Tenant's taking possession of the Premises shall be
-----------------
conclusive evidence that the Premises were in good order and satisfactory
condition when Tenant took possession. No agreement of Landlord to alter,
remodel, decorate, clean or improve the Premises or the Building (or to provide
Tenant with any credit or allowance for the same), and no representation
regarding the condition of the Premises or the Building, have been made by or on
behalf of Landlord or relied upon by Tenant, except as stated in the Work Letter
Agreement attached hereto as Exhibit C.

B.  Americans With Disabilities Act. The parties acknowledge that the
-------------------------------
Americans With Disabilities Act of 1990 (42 U.S.C. (S)12101 et seq.) and
regulations and guidelines promulgated thereunder, as amended and supplemented
from time to time (collectively referred to herein as the "ADA") establish
requirements under Title III of the ADA ("Title III") pertaining to business
operations, accessibility and barrier removal, and that such requirements may be
unclear and may or may not apply to the Premises and the Building. The parties
acknowledge and agree that Tenant has been provided an opportunity to inspect
the Premises and the Building sufficient to determine whether or not the
Premises and the Building in their condition as of the date hereof deviate in
any manner from the ADA Accessibility Guidelines ("ADAAG") or any other
requirements under the ADA pertaining to the accessibility of the Premises or
the Building. Tenant further acknowledges and agrees that to the extent that
Landlord prepares, reviews or approves any of plans or specifications relating
to leasehold improvements in the Premises, such

5

action shall in no event be deemed any representation or warranty that the same
comply with any requirements of the ADA. Notwithstanding anything to the
contrary in this Lease, the parties hereby agree to allocate responsibility for
Title III compliance as follows: (a) Tenant shall be responsible for all Title
III compliance and costs in connection with the Premises, including structural
work, if any, and including any leasehold improvements or other work to be
performed in the Premises under or in connection with this Lease, and (b)
Landlord shall perform, and Tenant shall be responsible for the cost of, any
so-called Title III "path of travel" requirements triggered by any construction
activities or alterations in the Premises. Landlord covenants and agrees that
during the Term, Landlord shall cause the ground floor common areas of the
Building, the entrances to the Building which provide public access to the
Building, and the parking areas serving the Building, to comply with the
requirements (as reasonably interpreted from time to time) of Title III. Tenant
understands and agrees that the costs and expenses of such compliance shall be
included in Expenses. Except as set forth above with respect to Landlord's Title
III obligations, Tenant shall be solely responsible for all other requirements
under the ADA relating to Tenant or any affiliates or persons or entities
related to Tenant (collectively, "Affiliates"), operations of Tenant or
Affiliates, or the Premises, including, without limitation, requirements under
Title I of the ADA pertaining to Tenant's employees.

5.  BUILDING SERVICES.

A.  Basic Services. Landlord shall furnish the following services: (i)
--------------
heating and air conditioning to provide a temperature condition required for
comfortable occupancy of the Premises under normal business operations and
consistent with the heating and air conditioning services provided in comparable
office buildings in and around Schaumburg, Illinois. The heating and air
conditioning for the Premises is provided through "heat pumps" which may be
controlled by Tenant (i.e., Tenant controls the hours of operation and the
temperature settings); (ii) water for drinking, and, subject to Landlord's
approval, water at Tenant's expense for any private restrooms and office kitchen
requested by Tenant; (iii) men's and women's restrooms at locations designated
by Landlord and in common with other tenants of the Building; (iv) daily janitor
service in the Premises and common areas of the Building, weekends and holidays
excepted, including periodic outside window washing of the perimeter windows in
the Premises (the current specifications for the janitor service to be provided
by Landlord are attached as Exhibit F, provided Landlord reserves the right to
alter such specifications from time to time in Landlord's reasonable
discretion);(v) passenger elevator service in common with Landlord and other
tenants of the Building, 24 hours a day, 7 days a week; and (vi) freight
elevator service (as opposed to routine passenger elevator service) daily
between the hours of 7:00 a.m. and 6:00 p.m., weekends and holidays excepted.
Tenant must notify Landlord before bringing freight or large items into the
Building so Landlord can place pads on the walls of the elevator. If Landlord
reasonably believes that Tenant's use of the freight elevator service is
inconveniencing other tenants and occupants of the Building, upon five days
notice to Tenant, Landlord may thereafter prohibit Tenant from using freight
elevator service during one hour in the morning every day (such time to be
designated by Landlord in its sole discretion from time to time). Furthermore,
if Landlord reasonably believes that Tenant's use of the freight elevator
service is still inconveniencing other tenants and occupants of the Building,
upon five days notice to Tenant, Landlord may require that Tenant commence
making its morning deliveries between 6:00 a.m. and 7:00 a.m. (and Tenant shall
be responsible for the costs incurred by Landlord in having an engineer or
security guard at the Building during such hours). Finally, if Landlord
reasonably believes that Tenant's use of the freight elevator service is still
inconveniencing other tenants and occupants of the Building, Tenant must arrange
for partial deliveries on Sundays (taking up to four hours) so that all such
inconvenience during business

6

days at the start of the week is eliminated (and Tenant shall be responsible for
the costs incurred by Landlord in having an engineer or security guard at the
Building during such time). At all times that deliveries are being made to the
Premises, Tenant shall be responsible for causing the Premises to be accessible
for the delivery (and Landlord's engineer or security guard shall not be
expected to provide access to the Premises or to guard or protect Tenant's
property in the Premises or the Building). In addition to the foregoing, at
Tenant's election (and at Tenant's cost, as provided above), Tenant may commence
making deliveries at 6:00 a.m. on business days and may make deliveries for up
to four hours on Sundays. For purposes of this Section 5.A, "holidays" shall
mean New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas, as well as, at Landlord's election, any other day that the majority
of comparable office buildings in Schaumburg, Illinois treat as a public
holiday.

B.  Electricity. Electricity shall be distributed to the Premises by the
-----------
electric utility company serving the Building (as designated by Landlord from
time to time) and Landlord shall permit Landlord's wire and conduits, to the
extent available, suitable and safely capable, to be used for such distribution.
Tenant at its cost shall make all necessary arrangements with the electric
utility company for metering and paying for electric current furnished to the
Premises. All electricity used during the performance of janitor service, or the
making of any alterations or repairs in the Premises, or the operation of any
special air conditioning systems serving the Premises, shall be paid for by
Tenant. The heat pumps providing heating and air conditioning services for the
Premises draw upon the Building's electric supply (and the costs of such
electricity consumed during the Building's standard hours of operation shall be
included in Expenses).

C.  Telephones. Tenant shall be responsible for arranging for its own
----------
telecommunications services at the Premises. All telegraph, telephone, and
electric connections which Tenant may desire shall be first approved by Landlord
in writing (which approval shall not be unreasonably withheld, conditioned or
delayed), before the same are installed, and the location of all wires and the
work in connection therewith shall be performed by contractors approved by
Landlord and shall be subject to the direction of Landlord. Landlord reserves
the right to designate and control the entity or entities providing telephone or
other communication cable installation, repair and maintenance in the Building
and to restrict and control access to telephone cabinets. If Landlord designates
a particular vendor or vendors to provide telephone and data cable installation,
repair and maintenance for the Building, Tenant agrees to abide by and
participate in such program. Tenant shall be responsible for and shall pay all
costs incurred in connection with the installation of telephone cables and
related wiring in the Premises, including, without limitation, any hook-up,
access and maintenance fees related to the installation of such wires and cables
in the Premises and the commencement of services therein, and the maintenance
thereafter of such wire and cables; and there shall be included in Expenses for
the Building all installation, hook-up or maintenance costs incurred by Landlord
in connection with telephone cables and related wiring in the Building which are
not allocable to any individual users of such service but are allocable to the
Building generally. If Tenant fails to maintain all telephone cables and related
wiring in the Premises and such failure affects or interferes with the operation
or maintenance of any other telephone cables or related wiring in the Building,
Landlord or any vendor hired by Landlord may enter into and upon the Premises
forthwith and perform such repairs, restorations or alterations as Landlord
deems necessary in order to eliminate any such interference (and Landlord may
recover from Tenant all of Landlord's costs in connection therewith). Upon
expiration of the Term hereof Tenant shall remove all telephone cables and
related wiring installed by or for Tenant which Landlord requests Tenant to
remove. Tenant

7

agrees that neither Landlord nor any of its agents or employees shall be liable
to Tenant, or any of Tenant's employees, agents, customers or invitees or anyone
claiming through, by or under Tenant, for any damages, injuries, losses,
expenses, claims or causes of action because of any interruption, diminution,
delay or discontinuance at any time for any reason in the furnishing of any
telecommunications service to the Premises or the Building.

D.  Additional Services. The standard hours of operation of the Building's
-------------------
heating and air conditioning systems are Monday through Friday, 8:00 a.m. to
6:00 p.m., Saturdays, 8:00 a.m. to 1:00 p.m., holidays excepted. If Tenant
operates the heating and air conditioning systems serving the Premises beyond
the foregoing standard hours of operation, then (i) Tenant shall pay to Landlord
for such after-hours use of the heat pumps an amount equal to the product of (x)
the number of hours each such heat pump is used (as indicated by the DDC program
for the heat pump) multiplied by (y) the then-current hourly charge for
operating each heat pump for heating or cooling, as the case may be (which
charge shall include Landlord's electric costs, at the rates then charged by the
Building's electricity provider, and a reasonable fee to Landlord for
maintenance and repair of the heat pumps), and (ii) such operation will activate
the Building's fan system, and Tenant shall pay Landlord for such after-hours
operation of the Building's fan system at the rate of $16.00 per hour (subject
to increase by 3% per year each year of the Term [i.e., such rate will be $16.48
for the second year of the Term, $16.97 for the third year of the Term, $17.48
for the fourth year of the Term, and so on]). Furthermore, if due to an unusual
concentration of personnel or machinery in the Premises (compared to typical
office use), or an unusually large number of heat pumps serving the Premises
(compared to the number of heat pumps serving the other premises in the
Building), the heat pumps serving the Premises consume a disproportionate amount
of electricity, Tenant shall pay the costs and charges for such excess usage to
Landlord. Tenant shall pay all such costs relating to after-hours or excessive
use of the heating or air conditioning systems serving the Premises within 10
days after being billed therefor.

Landlord shall not be obligated to furnish any services other than those
stated above in this Section 5. If Landlord elects to furnish services requested
by Tenant in addition to those stated above, Tenant shall pay Landlord's then
prevailing charges for such services. If Tenant shall fail to make any such
payment, Landlord may, without notice to Tenant and in addition to all other
remedies available to Landlord, discontinue any additional services. No
discontinuance of any such additional service shall result in any liability of
Landlord to Tenant or be considered as an eviction or a disturbance of Tenant's
use of the Premises. In addition, if Tenant's concentration of personnel or
equipment adversely affects the temperature or humidity in the Premises or the
Building, Landlord may install supplementary air conditioning units in the
Premises; and Tenant shall pay for the cost of installation and maintenance
thereof.

E.  Failure or Delay in Furnishing Services. Tenant agrees that Landlord
---------------------------------------
shall not be liable for damages for failure or delay in furnishing any service
stated above if such failure or delay is caused, in whole or in part, by any one
or more of the events stated in Section 25J below, nor shall any such failure or
delay be considered to be an eviction or disturbance of Tenant's use of the
Premises, or relieve Tenant from its obligation to pay any Rent when due, or
from any

8

other obligations of Tenant under this Lease. Notwithstanding the foregoing, if
as a result of an act or omission of Landlord or any employee of Landlord (as
distinguished from an act or omission of Tenant or the occurrence of an event of
force majeure [as defined in Section 25J hereof] or the occurrence of a fire or
other casualty which is covered by Section 12 hereof), any service to the
Premises as described above is not furnished to the Premises and if as a result
thereof the Premises, or a "material part" (as defined below) of the Premises,
is rendered untenantable or inaccessible for a period of five consecutive
business days, and Tenant does not occupy the Premises, or such material part
thereof which is rendered untenantable or inaccessible, during such 5-business
day period, then as Tenant's sole remedy for such failure to furnish such
service, Base Rent and Adjustment Rent payable for such portion of the Premises
which Tenant does not so occupy shall abate for the period commencing on the
expiration of said five business day period and expiring on the date such
service is restored or Tenant is able to resume occupancy of the Premises or
such material part thereof, as the case may be. (As used herein, the phrase
"material part" shall mean an amount in excess of 20% of the Rentable Area of
the Premises.)

6.  RULES AND REGULATIONS. Tenant shall observe and comply and shall cause
its subtenants, assignees, invitees, employees, contractors and agents to
observe and comply, with the rules and regulations listed on Exhibit B attached
hereto and with such reasonable modifications and additions thereto as Landlord
may make from time to time. Landlord shall not be liable for failure of any
person to obey such rules and regulations. Landlord shall not be obligated to
enforce such rules and regulations against any person, and the failure of
Landlord to enforce any such rules and regulations shall not constitute a waiver
thereof or relieve Tenant from compliance therewith.

7.  CERTAIN RIGHTS RESERVED TO LANDLORD. Landlord reserves the following
rights, each of which Landlord may exercise without notice to Tenant (except as
otherwise provided) and without liability to Tenant, and the exercise of any
such rights shall not be deemed to constitute an eviction or disturbance of
Tenant's use or possession of the Premises and shall not give rise to any claim
for set-off or abatement of rent or any other claim: (a) to change the name or
street address of the Building or the suite number of the Premises (provided
that if such change is not required by any governmental or quasi-governmental
entity [e.g., the U.S. Postal Service], Landlord shall reimburse Tenant for the
cost of replacing stationery then in stock that is rendered obsolete due to such
change [not to exceed $2,000]); (b) to install, affix and maintain any and all
signs on the exterior or interior of the Building; (c) upon reasonable prior
oral or telephonic notice to Tenant at the Premises (excluding emergencies, when
no such notice shall be required) to make repairs, decorations, alterations,
additions, or improvements, whether structural or otherwise, in and about the
Building, and for such purposes to enter upon the Premises, temporarily close
doors, corridors and other areas in the Building and interrupt or temporarily
suspend services or use of common areas, and Tenant agrees to pay Landlord for
overtime and similar expenses incurred if such work is done other than during
ordinary business hours at Tenant's request; (d) to retain at all times, and to
use in appropriate instances, keys to all doors within and into the Premises;
(e) to grant to any person or to reserve unto itself the

9

exclusive right to conduct any business or render any service in the Building;
(f) upon reasonable prior oral or telephonic notice to Tenant at the Premises,
to show or inspect the Premises at reasonable times and, if vacated or
abandoned, to prepare the Premises for reoccupancy; (g) to install, use and
maintain in and through the Premises, pipes, conduits, wires and ducts serving
the Building, provided that such installation, use and maintenance does not
unreasonably interfere with Tenant's use of the Premises; and (h) to take any
other action which Landlord deems reasonable in connection with the operation,
maintenance or preservation of the Building.

8.  MAINTENANCE AND REPAIRS. Tenant, at its expense, shall maintain and
keep the Premises in good order and repair at all times during the Term. In
addition, Tenant shall reimburse Landlord for the cost of any repairs to the
Building necessitated by the acts or omissions of Tenant, its subtenants,
assignees, invitees, employees, contractors and agents, to the extent Landlord
is not reimbursed for such costs under its insurance policies. Subject to the
preceding sentence, Landlord shall perform any maintenance or make any repairs
to the Building as Landlord shall desire or deem necessary for the safety,
operation or preservation of the Building, or as Landlord may be required or
requested to do by any governmental authority or by the order or decree of any
court or by any other proper authority.

9.  ALTERATIONS.

A.  Requirements. Tenant shall not make any replacement, alteration,
------------
improvement or addition to or removal from the Premises (collectively an
"alteration") without the prior written consent of Landlord, which consent shall
not be unreasonably withheld or delayed. Notwithstanding the foregoing, no
consent shall be necessary for any decorative or cosmetic alteration (or related
alteration) that (i) costs less than $15,000 (provided such alteration is not
part of related alterations which cost, in the aggregate, more than $15,000),
(ii) does not require the issuance of a building permit and (iii) does not
adversely affect the structural elements of the Building or the base Building
mechanical, electrical or plumbing systems, the architectural aesthetics of the
Building, the common areas of the Building or the use by other tenants in the
Building of their demised premises (provided that even if Landlord's consent is
not necessary for such an alteration, the following provisions of this Section
9A shall apply). In the event Tenant proposes to make any alteration, Tenant
shall, prior to commencing such alteration, submit to Landlord for prior written
approval: (i) detailed plans and specifications; (ii) sworn statements,
including the names, addresses and copies of contracts for all contractors;
(iii) all necessary permits evidencing compliance with all applicable
governmental rules, regulations and requirements; (iv) certificates of insurance
in form and amounts required by Landlord, naming Landlord and any other parties
designated by Landlord as additional insureds; and (v) all other documents and
information as Landlord may reasonably request in connection with such
alteration. Tenant agrees to reimburse Landlord for Landlord's actual
out-of-pocket costs and fees incurred in reviewing all such items and
supervising the alteration. Neither approval of the plans and specifications nor
supervision of the alteration by Landlord shall constitute a representation or
warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of
such plans and specifications or the quality of workmanship or the compliance of
such alteration

10

with applicable law. Tenant shall pay the entire cost of the alteration and, if
requested by Landlord, shall deposit with Landlord prior to the commencement of
the alteration, security for the payment and completion of the alteration in
form and amount required by Landlord. Each alteration shall be performed in a
good and workmanlike manner, in accordance with the plans and specifications
approved by Landlord, and shall meet or exceed the standards for construction
and quality of materials established by Landlord for the Building. In addition,
each alteration shall be performed in compliance with all applicable
governmental and insurance company laws, regulations and requirements. Each
alteration shall be performed by union contractors if required by Landlord and
in harmony with Landlord's employees, contractors and other tenants. Each
alteration, whether temporary or permanent in character, made by Landlord or
Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and
trade fixtures) shall become Landlord's property and shall remain upon the
Premises at the expiration or termination of this Lease without compensation to
Tenant; provided, however, that Landlord shall have the right to require Tenant
to remove such alteration at Tenant's sole cost and expense in accordance with
the provisions of Section 15 of this Lease.

B.  Liens. Upon completion of any alteration, Tenant shall promptly furnish
-----
Landlord with sworn owner's and contractors statements and full and final
waivers of lien covering all labor and materials included in such alteration.
Tenant shall not permit any mechanic's lien to be filed against the Building, or
any part thereof, arising out of any alteration performed, or alleged to have
been performed, by or on behalf of Tenant. If any such lien is filed, Tenant
shall within ten days thereafter have such lien released of record or deliver to
Landlord a bond in form, amount, and issued by a surety satisfactory to
Landlord, indemnifying Landlord against all costs and liabilities resulting from
such lien and the foreclosure or attempted foreclosure thereof. If Tenant fails
to have such lien so released or to deliver such bond to Landlord, Landlord,
without investigating the validity of such lien, may pay or discharge the same;
and Tenant shall reimburse Landlord upon demand for the amount so paid by
Landlord, including Landlord's expenses and attorneys' fees.

10. INSURANCE.

A.  Tenant's Insurance. Tenant, at its expense, shall maintain at all times
------------------
during the Term the following insurance policies: (a) fire insurance, including
extended coverage, vandalism, malicious mischief, sprinkler leakage, water
damage and all risk coverage and demolition and debris removal, insuring the
full replacement cost of all improvements, alterations or additions to the
Premises made at Tenant's expense, and all other property owned or used by
Tenant and located in the Premises; (b) commercial general liability insurance,
including blanket contractual liability insurance, with respect to the Building
and the Premises, with limits to be set by Landlord from time to time but in any
event not less than $3,000,000 each occurrence combined single limit for bodily
injury, sickness or death or for damage to or destruction of property, including
loss of use thereof; (c) workers' compensation and occupational disease
insurance with Illinois statutory benefits and employers liability insurance
with limits of not less than $3,000,000 each accident, each disease and
aggregate for disease; and

11

(d) insurance against such other risks and in such other amounts as Landlord may
from time to time require. The form of all such policies and deductibles
thereunder shall be subject to Landlord's prior approval. All such policies
shall be issued by insurers acceptable to Landlord and licensed to do business
in Illinois. The insurance policies shall name Landlord, any mortgage lender
(currently Citigroup, Inc.), their respective affiliates, subsidiaries,
successors and assigns, the property manager and any other parties designated by
Landlord as additional insureds. All policies shall require at least thirty (30)
days' prior written notice to Landlord of termination or modification and shall
be primary and not contributory. Tenant shall at least ten (10) days prior to
the Commencement Date, and within ten (10) days prior to the expiration of each
such policy, deliver to Landlord certificates evidencing the foregoing insurance
or renewal thereof, as the case may be.

B.  Mutual Waiver of Subrogation. Landlord and Tenant each agree that
----------------------------
neither Landlord nor Tenant (nor their respective successors or assigns) will
have any claim against the other for any loss, damage or injury to property
which is covered by insurance carried by either party (or, with respect to
Tenant, which would have been covered if Tenant had carried the insurance
required by this Lease), notwithstanding the negligence of either party in
causing the loss. The waiver also applies to each party's directors, officers,
employees, shareholders and agents. The waiver does not apply to claims caused
by a party's wilful misconduct.

If despite a party's best efforts it cannot find an insurance company (in
the case of Tenant, meeting the requirements of Section 10A) that will allow a
waiver at reasonable commercial rates, then it shall give notice to the other
party within 30 days after discovering such situation. The other party shall
then have 30 days to find an insurance company that will allow the waiver. If
the other party cannot find such an insurance company, then both parties shall
be released from their obligation to obtain the waiver.

If an insurance company is found but it will allow the waiver only at rates
greater than reasonable commercial rates, then the parties can agree to pay for
the waiver under any agreement they can negotiate. If the parties cannot in good
faith negotiate an agreement, then both parties shall be released from their
obligation to obtain the waiver.

11. WAIVER AND INDEMNITY.

A.  Waiver. Tenant releases Landlord, its property manager and their
------
respective agents and employees from, and waives all claims for, damage or
injury to person or property and loss of business sustained by Tenant and
resulting from the Building or the Premises or any part thereof or any equipment
therein becoming in disrepair, or resulting from any accident in or about the
Building. This paragraph shall apply particularly, but not exclusively, to
flooding, damage caused by Building equipment and apparatus, water, snow, frost,
steam, excessive heat or cold, broken glass, sewage, gas, odors, excessive noise
or vibration or the bursting or leaking of pipes, plumbing fixtures or sprinkler
devices. Without limiting the generality of the foregoing, Tenant waives all
claims and rights of recovery against Landlord, its property manager and their

12

respective agents and employees for any loss or damage to any property of
Tenant, which loss or damage is insured against, or required to be insured
against, by Tenant pursuant to Section 10 above, whether or not such loss or
damage is due to the fault or negligence of Landlord, its property manager or
their respective agents or employees, and regardless of the amount of insurance
proceeds collected or collectible under any insurance policies in effect.

B. Tenant's Indemnity. Tenant agrees to indemnify, defend and hold harmless
------------------
Landlord, its property manager and their respective agents and employees, from
and against any and all claims, demands, actions, liabilities, damages, costs
and expenses (including reasonable attorneys' fees), for injuries to any third
parties and damage to or theft or misappropriation or loss of property of third
parties occurring in or about the Building and arising from the use and
occupancy of the Premises or from any activity, work, or thing done, permitted
or suffered by Tenant in or about the Premises (including, without limitation,
any alteration by Tenant) or from any breach or default on the part of Tenant in
the performance of any covenant or agreement on the part of Tenant to be
performed under this Lease or due to any other act or omission of Tenant, its
subtenants, assignees, invitees, employees, contractors and agents. Without
limiting the foregoing, Tenant shall indemnify, defend and hold Landlord
harmless from any claims, liabilities, damages, costs and expenses arising out
of the use or storage of hazardous or toxic materials in the Building by Tenant.
If any such proceeding is filed against Landlord or any such indemnified party,
Tenant agrees to defend Landlord or such party in such proceeding at Tenant's
sole cost by legal counsel reasonably satisfactory to Landlord, if requested by
Landlord.

C. Landlord's Indemnity. Subject to the provisions of Section 25N below,
--------------------
Landlord agrees to indemnify, defend and hold harmless Tenant and its agents and
employees, from and against any and all claims, demands, actions, liabilities,
damages, costs and expenses (including reasonable attorneys' fees), for injuries
to any third parties and damage to or theft or misappropriation or loss of
property of third parties occurring in or about the Building and arising from
any breach or default on the part of Landlord in the performance of any covenant
or agreement on the part of Landlord to be performed under this Lease or due to
any other negligent act or omission or wilful misconduct of Landlord, its
employees, contractors and agents. If any such proceeding is filed against
Tenant or any such indemnified party, Landlord agrees to defend Tenant or such
party in such proceeding at Landlord's sole cost by legal counsel reasonably
satisfactory to Tenant, if requested by Tenant. Notwithstanding anything
contained in this Section 11C to the contrary, Landlord shall not be required to
indemnify Tenant or its agents and employees from or in respect of any claim or
matter which results from the negligence or wilful misconduct of Tenant or its
agents and employees.

12. FIRE AND CASUALTY. Upon a fire or other casualty affecting the
Building, Landlord, with reasonable diligence, shall restore the Building.
Notwithstanding the foregoing, if all or a substantial part of the Premises or
the Building is rendered untenantable by reason of fire or other casualty,
Landlord may, at its option, either restore the Premises and the Building, or
terminate this Lease effective as of the date of such fire or other casualty.
Landlord agrees to give Tenant written notice within 60 days after the
occurrence of any such fire or other casualty

13

designating whether Landlord elects to so restore or terminate this Lease. If
Landlord elects to terminate this Lease, Rent shall be paid through and
apportioned as of the date of such fire or other casualty. If Landlord elects to
restore, Landlord's obligation to restore the Premises shall be limited to
restoring those improvements in the Premises existing as of the date of such
fire or other casualty which were made at Landlord's expense and shall exclude
any furniture, equipment, fixtures, additions, alterations or improvements in or
to the Premises which were made at Tenant's expense. If Landlord elects to
restore, Rent shall abate for that part of the Premises which is untenantable on
a per diem basis from the date of such fire or other casualty until Landlord has
substantially completed its repair and restoration work, provided that Tenant
does not occupy such part of the Premises during said period. Notwithstanding
anything contained in this Section 12 to the contrary, within 60 days after the
date of any fire or other casualty which renders all or a substantial part of
the Premises or the Building untenantable, Landlord shall provide to Tenant in
writing Landlord's good faith estimate of the time required by Landlord to
restore the Premises. If Landlord's good faith estimate of the time required to
restore the Premises exceeds 270 days from the date of such fire or casualty,
then Tenant shall have the right, exercisable by written notice to Landlord
within 15 days after delivery of Landlord's good faith estimate, to terminate
this Lease as of the date of such fire or other casualty. Notwithstanding the
foregoing, Tenant shall have no right to terminate this Lease if the fire or
other casualty was caused, in whole or in part, by the negligence or intentional
misconduct of Tenant or Tenant's agents, employees, contractors, invitees,
subtenants or assigns.

13. CONDEMNATION. If the Premises or the Building is rendered untenantable
by reason of a condemnation (or by a deed given in lieu thereof), then either
party may terminate this Lease by giving written notice of termination to the
other party within 30 days after such condemnation, in which event this Lease
shall terminate effective as of the date which is the day immediately preceding
the date of such condemnation. If this Lease so terminates, Rent shall be paid
through and apportioned as of such termination date. If such condemnation does
not render the Premises or the Building untenantable, this Lease shall continue
in effect and Landlord shall promptly restore the portion not condemned to the
extent reasonably possible to the condition existing prior to the condemnation.
In such event, however, Landlord shall not be required to expend an amount in
excess of the proceeds received by Landlord from the condemning authority.
Landlord reserves all rights to compensation for any condemnation. Tenant hereby
assigns to Landlord any right Tenant may have to such compensation, and Tenant
shall make no claim against Landlord or the condemning authority for
compensation for termination of Tenant's leasehold interest under this Lease or
interference with Tenant's business.

14. ASSIGNMENT AND SUBLETTING.

A.  Landlord's Consent. Tenant shall not, without the prior written consent
------------------
of Landlord (which consent, with respect to a proposed assignment or sublease,
shall not be unreasonably withheld as provided in Section 14.B): (i) assign,
convey, mortgage or otherwise transfer this Lease or any interest hereunder, or
sublease the Premises, or any part thereof, whether voluntarily or by operation
of law; or (ii) permit the use of the Premises by any person

14

other than Tenant and its employees. Any such transfer, sublease or use
described in the preceding sentence (a "Transfer") occurring without the prior
written consent of Landlord shall be void and of no effect. Landlord's consent
to any Transfer shall not constitute a waiver of Landlord's right to withhold
its consent to any future Transfer. Landlord's consent to any Transfer or
acceptance of rent from any party other than Tenant shall not release Tenant
from any covenant or obligation under this Lease. Landlord may require as a
condition to its consent to any assignment of this Lease that the assignee
execute an instrument in which such assignee assumes the obligations of Tenant
hereunder. For the purposes of this paragraph, the transfer (whether direct or
indirect) of all or a majority of the capital stock in a corporate Tenant (other
than the shares of the capital stock of a corporate Tenant whose stock is
publicly traded) or the merger, consolidation or reorganization of such Tenant
and the transfer of all or any general partnership interest in any partnership
Tenant shall be considered a Transfer. If Tenant is a general or limited
partnership (or is comprised of two or more persons or entities), the change or
conversion of Tenant to (i) a limited liability company, (ii) a limited
liability partnership or (iii) any other entity which possesses the
characteristics of limited liability shall be prohibited unless the prior
written consent of Landlord is obtained, which consent may be withheld in
Landlord's sole discretion. Any such change or conversion without Landlord's
consent shall not release the individuals or entities comprising Tenant from
personal liability hereunder. Notwithstanding anything contained in this Section
14A to the contrary, provided Tenant is not then Default under this Lease,
Tenant shall have the right to assign this Lease or sublease the Premises, or
any part thereof, to an "Affiliate" (as defined below) without the prior written
consent of Landlord (and without Landlord having the right to receive any share
of the excess consideration or to recapture the applicable part of the Premises,
as otherwise provided in Sections 14.B and 14.C, respectively), but only upon at
least 10 days prior written notice to Landlord and subject to all of the other
provisions of this Lease, specifically including, without limitation, the
continuation of liability of Tenant under this Lease. Upon an assignment of this
Lease to an Affiliate, the Affiliate shall assume the obligations of the tenant
under this Lease from and after the effective date of such assignment pursuant
to a written assumption agreement executed and delivered to Landlord prior to
the effective date of such assignment. "Affiliate" shall mean any corporation or
other entity controlling, controlled by or under the common control with Tenant
or the surviving entity formed as a result of a merger or consolidation with
Tenant. The word "control", as used herein, shall mean the power to direct or
cause the direction of the management and policies of the controlled entity
through ownership of more than 50% of the voting securities in such controlled
entity. Nothing contained in this Section 14A shall permit an assignment of this
Lease or the subleasing of the Premises to any Affiliate that is disreputable,
non-creditworthy or otherwise not in keeping with the nature or class of tenants
in the Building, as reasonably determined by Landlord. Notwithstanding anything
contained in this Section 14A to the contrary, provided Tenant is not then
Default under this Lease, Tenant shall have the right to assign this Lease or
sublease the Premises, or any part thereof, to an "Affiliate" (as defined below)
without the prior written consent of Landlord, but only upon at least 10 days
prior written notice to Landlord and subject to all of the other provisions of
this Lease, specifically including, without limitation, the continuation of
liability of Tenant under this Lease. Upon an assignment of this Lease to an
Affiliate, the Affiliate shall assume the obligations of the tenant under this

15

Lease from and after the effective date of such assignment pursuant to a written
assumption agreement executed and delivered to Landlord prior to the effective
date of such assignment. "Affiliate" shall mean any corporation or other entity
controlling, controlled by or under the common control with Tenant or the
surviving entity formed as a result of a merger or consolidation with Tenant.
The word "control", as used herein, shall mean the power to direct or cause the
direction of the management and policies of the controlled entity through
ownership of more than 50% of the voting securities in such controlled entity.
Nothing contained in this Section 14A shall permit an assignment of this Lease
or the subleasing of the Premises to any Affiliate that is disreputable,
non-creditworthy or otherwise not in keeping with the nature or class of tenants
in the Building, as reasonably determined by Landlord.

B. Standards for Consent. If Tenant desires the consent of Landlord to a
---------------------
Transfer, Tenant shall submit to Landlord, at least 30 days prior to the
proposed effective date of the Transfer, a written notice which includes such
information as Landlord may require about the proposed Transfer and the
transferee. If Landlord does not terminate this Lease, in whole or in part,
pursuant to Section 14C, Landlord shall not unreasonably withhold its consent to
any assignment or sublease. Landlord shall not be deemed to have unreasonably
withheld its consent if, in the judgment of Landlord: (i) the transferee is of a
character or engaged in a business which is not in keeping with the standards or
criteria used by Landlord in leasing the Building; (ii) the financial condition
of the transferee is such that it may not be able to perform its obligations in
connection with this Lease; (iii) the purpose for which the transferee intends
to use the Premises or portion thereof is in violation of the terms of this
Lease or the lease of any other tenant in the Building; (iv) the transferee is a
tenant of the Building (unless Landlord does not then itself have suitable space
available for leasing to the proposed transferee); or (v) any other bases which
Landlord reasonably deems appropriate. If Landlord consents to any Transfer,
Tenant shall pay to Landlord one-half of all rent and other consideration
received by Tenant in excess of the Rent paid by Tenant to Landlord hereunder
for the portion of the Premises so transferred. Such rent shall be paid as and
when received by Tenant. In addition, Tenant shall pay to Landlord any
reasonable attorneys' fees and expenses incurred by Landlord in connection with
any proposed Transfer, whether or not Landlord consents to such Transfer (which
shall not exceed $500, provided the Transfer is a typical sublease or assignment
transaction). If Landlord wrongfully withholds its consent to any Transfer,
Tenant's sole and exclusive remedy therefor, shall be to seek specific
performance of Landlord's obligation to consent to such Transfer.

C. Recapture. If Tenant proposes to (i) assign this Lease or sublet more
---------
than 33% of the Premises, (ii) sublet any part of the Premises for more than
five years or (iii) extend or renew any existing sublease of any part of the
Premises or sublet any part of the Premises that has previously been sublet such
that the applicable part of the Premises will have been sublet (by one or more
parties) for more than five years, then Landlord shall have the right to
terminate this Lease as to that portion of the Premises covered by the Transfer.
Landlord may exercise such right to terminate by giving notice to Tenant at any
time within 30 days after the date on which Tenant has furnished to Landlord all
of the items required under Section 14B above. If Landlord exercises such right
to terminate, Landlord shall be entitled to recover possession of, and Tenant

16

shall surrender such portion of, the Premises (with appropriate demising
partitions erected at the expense of Tenant) on the later of (i) the effective
date of the proposed Transfer, or (ii) 60 days after the date of Landlord's
notice of termination. In the event Landlord exercises such right to terminate,
Landlord shall have the right to enter into a lease with the proposed transferee
without incurring any liability to Tenant on account thereof.

15. SURRENDER. Upon termination of the Term or Tenant's right to possession
of the Premises, Tenant shall return the Premises to Landlord in good order and
condition, ordinary wear and damage by fire or other casualty excepted. If
Landlord requires Tenant to remove any alterations pursuant to Section 9, then
such removal shall be done in a good and workmanlike manner; and upon such
removal Tenant shall restore the Premises to its condition prior to the
installation of such alterations. If Tenant does not remove such alterations
after request to do so by Landlord, Landlord may remove the same and restore the
Premises; and Tenant shall pay the reasonable cost of such removal and
restoration to Landlord upon demand. Tenant shall also remove its furniture,
equipment, trade fixtures and all other items of personal property from the
Premises prior to the termination of the Term or Tenant's right to possession of
the Premises. If Tenant does not remove such items, Tenant shall be conclusively
presumed to have conveyed the same to Landlord without further payment or credit
by Landlord to Tenant; or at Landlord's sole option such items shall be deemed
abandoned, in which event Landlord may cause such items to be removed and
disposed of at Tenant's expense, without notice to Tenant and without obligation
to compensate Tenant.

16. DEFAULTS AND REMEDIES.

A.  Default. The occurrence of any of the following shall constitute a
-------
default (a "Default") by Tenant under this Lease: (i) Tenant fails to pay any
Rent when due (and, only with respect to the first two of such defaults within
any 12 month period, such default shall continue for five days after written
notice to Tenant); (ii) Tenant fails to perform any other provision of this
Lease and such failure is not cured within 30 days (or immediately if the
failure involves a hazardous condition) after notice from Landlord; (iii) the
leasehold interest of Tenant is levied upon or attached under process of law;
(iv) Tenant or any guarantor of this Lease dies or dissolves; or (v) any
voluntary or involuntary proceedings are filed by or against Tenant or any
guarantor of this Lease under any bankruptcy, insolvency or similar laws and, in
the case of any involuntary proceedings, are not dismissed within 30 days after
filing.

B.  Right of Re-Entry. Upon the occurrence of a Default, Landlord may elect
-----------------
to terminate this Lease, or, without terminating this Lease, terminate Tenant's
right to possession of the Premises. Upon any such termination, Tenant shall
immediately surrender and vacate the Premises and deliver possession thereof to
Landlord. Tenant grants to Landlord the right to enter and repossess the
Premises and to expel Tenant and any others who may be occupying the Premises
and to remove any and all property therefrom, without being deemed in any manner
guilty of trespass and without relinquishing Landlord's rights to Rent or any
other right given to Landlord hereunder or by operation of law.

17

C. Reletting. If Landlord terminates Tenant's right to possession of the
---------
Premises without terminating this Lease, Landlord may relet the Premises or any
part thereof. In such case, Landlord shall use reasonable efforts to relet the
Premises on such terms as Landlord shall reasonably deem appropriate; provided,
however, Landlord may first lease Landlord's other available space and shall not
be required to accept any tenant offered by Tenant or to observe any
instructions given by Tenant about such reletting. Tenant shall reimburse
Landlord for the reasonable costs and expenses of reletting the Premises
including, but not limited to, all brokerage, advertising, legal, alteration and
other expenses incurred to secure a new tenant for the Premises. In addition, if
the consideration collected by Landlord upon any such reletting, after payment
of the expenses of reletting the Premises which have not been reimbursed by
Tenant, is insufficient to pay monthly the full amount of the Rent, Tenant shall
pay to Landlord the amount of each monthly deficiency as it becomes due. If such
consideration is greater than the amount necessary to pay the full amount of the
Rent, the full amount of such excess shall be retained by Landlord and shall in
no event be payable to Tenant.

D. Termination of Lease. If Landlord terminates this Lease, Landlord may
--------------------
recover from Tenant and Tenant shall pay to Landlord, on demand, as and for
liquidated and final damages, an accelerated lump sum amount equal to the amount
by which Landlord's estimate of the aggregate amount of Rent owing from the date
of such termination through the Expiration Date plus Landlord's estimate of the
aggregate expenses of reletting the Premises, exceeds Landlord's estimate of the
fair rental value of the Premises for the same period (after deducting from such
fair rental value the time needed to relet the Premises and the amount of
concessions which would normally be given to a new tenant), both discounted to
present value at the rate of 5% per annum.

E. Other Remedies. Landlord may but shall not be obligated to perform any
--------------
obligation of Tenant under this Lease; and, if Landlord so elects, all costs and
expenses paid by Landlord in performing such obligation, together with interest
at the Default Rate, shall be reimbursed by Tenant to Landlord on demand. Any
and all remedies set forth in this Lease: (i) shall be in addition to any and
all other remedies Landlord may have at law or in equity, (ii) shall be
cumulative, and (iii) may be pursued successively or concurrently as Landlord
may elect. The exercise of any remedy by Landlord shall not be deemed an
election of remedies or preclude Landlord from exercising any other remedies in
the future.

F. Bankruptcy. If Tenant becomes bankrupt, the bankruptcy trustee shall not
----------
have the right to assume or assign this Lease unless the trustee complies with
all requirements of the United States Bankruptcy Code; and Landlord expressly
reserves all of its rights, claims, and remedies thereunder.

G. Waiver of Trial by Jury. Landlord and Tenant waive trial by jury in the
-----------------------
event of any action, proceeding or counterclaim brought by either Landlord or
Tenant against the other in connection with this Lease.

18

H.  Venue. If either Landlord or Tenant desires to bring an action against
-----
the other in connection with this Lease, such action shall be brought in the
federal or state courts located in Chicago, Illinois. Landlord and Tenant
consent to the jurisdiction of such courts and waive any right to have such
action transferred from such courts on the grounds of improper venue or
inconvenient forum.

17. HOLDING OVER. If Tenant retains possession of the Premises after the
expiration or termination of the Term or Tenant's right to possession of the
Premises, Tenant shall pay Rent during such holding over at double the rate in
effect immediately preceding such holding over computed on a monthly basis for
each month or partial month that Tenant remains in possession (provided that
except for a termination pursuant to Section 27, during the first 90 days of
such holding over, the Rent shall instead be 150% of the rate in effect
immediately preceding such holding over). Tenant shall also pay, indemnify and
defend Landlord from and against all claims and damages, consequential as well
as direct, sustained by reason of Tenant's holding over. The provisions of this
Section do not waive Landlord's right of re-entry or right to regain possession
by actions at law or in equity or any other rights hereunder, and any receipt of
payment by Landlord shall not be deemed a consent by Landlord to Tenant's
remaining in possession or be construed as creating or renewing any lease or
right of tenancy between Landlord and Tenant.

18. SECURITY DEPOSIT.

A.  Security Deposit. At the time of signing this Lease, Tenant shall
----------------
deposit with Landlord an unconditional, irrevocable letter of credit in
Landlord's favor in the amount set forth in Item 5 of the Schedule (the "LOC"),
which LOC shall be freely assignable by Landlord, issued by a "Qualified Issuer"
approved by Landlord, drawable in Chicago, Illinois and in the form of the
letter of credit attached hereto as Exhibit G, which deposit is to be retained
by Landlord as security for the faithful performance and observance by Tenant of
the covenants, agreements and conditions of this Lease. The LOC and any proceeds
drawn thereunder or any other cash or security deposited by Tenant with Landlord
under this Lease are hereinafter collectively called the "Security Deposit." If
and to the extent permitted by applicable law, (a) Tenant shall not be entitled
to any interest on the Security Deposit, (b) Landlord shall not be obligated to
hold the Security Deposit in trust or in a separate account, and (c) Landlord
shall have the right to commingle the Security Deposit with its other funds.
Landlord may use, apply or retain the whole or any part of the Security Deposit
to the extent required for the payment of any Rent payable hereunder as to which
Tenant is in Default or to the extent required for the reimbursement to Landlord
of any sum which Landlord may expend or may be required to expend by reason of
any Default. Upon notice by Landlord of Landlord's application of all or any
portion of the Security Deposit as aforesaid, Tenant shall replenish the
Security Deposit in full by promptly paying to Landlord in cash the amount so
applied. If Tenant shall fully and faithfully comply with all of the covenants,
agreements and conditions of this Lease, the Security Deposit (or balance
thereof) shall be returned to Tenant after the date fixed as the expiration of
the Term and surrender of the Premises to Landlord. If the Building is sold to a
bona fide purchaser,

19

Landlord shall have the right to transfer the Security Deposit to such
purchaser, by which transfer Landlord shall be released from all liability for
the return thereof, and Tenant shall look solely to the new landlord for the
return thereof. Landlord shall promptly respond to Tenant's request at the time
of such transfer concerning the status of the Security Deposit.

B.  Replacement Letter of Credit. Tenant shall deposit with Landlord not
----------------------------
later than 60 days prior to the expiration date of the original LOC deposited by
Tenant hereunder (and not later than 60 days prior to the expiration date of
each replacement LOC deposited by Tenant hereunder), a replacement LOC in form,
content and amount identical to the original LOC and issued by a "Qualified
Issuer" approved by Landlord. If Tenant fails to timely deposit any such
replacement LOC with Landlord and such failure continues for 10 days after
written notice to Tenant (and which failure is not subject to any notice and
cure period under Section 16), then Landlord may draw the entire proceeds of the
LOC then on deposit with Landlord and the proceeds so drawn shall constitute and
comprise part of the Security Deposit and may be held, transferred and applied
by Landlord in accordance with the provisions of this Section 18.

C.  Qualified Issuer. For purposes of this Lease, "Qualified Issuer" means
----------------
any commercial bank which, at the particular time its status as a Qualified
Issuer is relevant hereunder, has total assets of at least U.S. $500 million and
has an overall financial rating of "B" or better from the Lace Company (and the
Lace Company has not given notice that such bank is on its "watch list" or that
its rating is under reconsideration or reevaluation). If at any time after
issuance of the LOC (or any replacement LOC), the issuing bank fails to be a
Qualified Issuer or is not otherwise financially sound in Landlord's sole
judgment, the LOC or replacement LOC, as the case may be, upon written notice
from Landlord to Tenant, shall be immediately reissued by a Qualified Issuer
approved by Landlord, which reissuance shall be in accordance with the
provisions of this Lease.

19. [Intentionally Deleted).

20. ESTOPPEL CERTIFICATES. Tenant agrees that, from time to time upon not
less than 15 days' prior request by Landlord, Tenant shall execute and deliver
to Landlord a written certificate certifying: (i) that this Lease is unmodified
and in full force and effect (or if there have been modifications, a description
of such modifications and that this Lease as modified is in full force and
effect); (ii) the dates to which Rent has been paid; (iii) that Tenant is in
possession of the Premises, if that is the case; (iv) that Landlord is not in
default under this Lease, or, if Tenant believes Landlord is in default, the
nature thereof in detail; (v) that Tenant has no off-sets or defenses to the
performance of its obligations under this Lease (or if Tenant believes there are
any off-sets or defenses, a full and complete explanation thereof); and (vi)
such additional matters as may be requested by Landlord, it being agreed that
such certificate may be relied upon by any prospective purchaser, mortgagee or
other person having or acquiring an interest in the Building. If Tenant fails to
execute and deliver any such certificate within 15 days after request, such
failure shall constitute a Default hereunder (without the necessity for the
delivery of any additional notice as otherwise required pursuant to Section 16).

20

21. SUBORDINATION. This Lease is and shall be expressly subject and
subordinate at all times to (a) any present or future ground, underlying or
operating lease of the Building, and all amendments, renewals and modifications
to any such lease, and (b) the lien of any present or future mortgage or deed of
trust encumbering fee title to the Building and/or the leasehold estate under
any such lease. If any such mortgage or deed of trust be foreclosed, or if any
such lease be terminated, upon request of the mortgagee, beneficiary or lessor,
as the case may be, Tenant will attorn to the purchaser at the foreclosure sale
or to the lessor under such lease, as the case may be. The foregoing provisions
are declared to be self-operative and no further instruments shall be required
to effect such subordination and/or attornment; provided, however, that Tenant
agrees upon request by any such mortgagee, beneficiary, lessor or purchaser at
foreclosure, as the case may be, to execute such subordination and/or attornment
instruments as may be required by such person to confirm such subordination
and/or attornment on the form customarily used by such party or, at such party's
election, on the form attached hereto as Exhibit E. Notwithstanding the
foregoing to the contrary, any such mortgagee, beneficiary or lessor may elect
to give the rights and interests of Tenant under this Lease (excluding rights in
and to insurance proceeds and condemnation awards) priority over the lien of its
mortgage or deed of trust or the estate of its lease, as the case may be. In the
event of such election and upon the mortgagee, beneficiary or lessor notifying
Tenant of such election, the rights and interests of Tenant shall be deemed
superior to and to have priority over the lien of said mortgage or deed of trust
or the estate of such lease, as the case may be, whether this Lease is dated
prior to or subsequent to the date of such mortgage, deed of trust or lease. In
such event, Tenant shall execute and deliver whatever instruments may be
required by such mortgagee, beneficiary or lessor to confirm such superiority on
the form customarily used by such party. If Tenant fails to execute any
instrument required to be executed by Tenant under this Section 21 within 15
days after request, Tenant irrevocably appoints Landlord as its
attorney-in-fact, in Tenant's name, to execute such instrument. Notwithstanding
anything in this Section 21 to the contrary, Landlord agrees to use reasonable
efforts to procure a non-disturbance agreement from any present and future first
mortgagee or ground lessor of the Building on such mortgagee's or ground
lessor's customary form. Tenant understands that Landlord shall not be
responsible to expend any funds in order to procure such non-disturbance
agreement and Tenant's obligations under this Lease shall not be conditioned
upon Landlord's obtaining such non-disturbance agreement and Tenant's sole and
exclusive remedy for Landlord's failure to use such efforts shall be a claim for
actual damages directly caused as a result of such breach (excluding any
indirect, consequential or punitive damages), which damages shall not exceed the
amount of Rent payable under this Lease from and after the date of said
Landlord's default, and in no event shall Tenant be entitled to terminate this
Lease or to any abatement of Rent as a result of such breach.

22. QUIET ENJOYMENT. As long as no Default exists, Tenant shall peacefully
and quietly have and enjoy the Premises for the Term, free from interference by
Landlord, subject, however, to the provisions of this Lease. The loss or
reduction of Tenant's light, air or view will not be deemed a disturbance of
Tenant's occupancy of the Premises nor will it affect Tenant's obligations under
this Lease or create any liability of Landlord to Tenant.

21

23. BROKER. Tenant represents to Landlord that Tenant has dealt only with
the broker(s) set forth in Item 9 of the Schedule (the "Broker") in connection
with this Lease and that, insofar as Tenant knows, no other broker negotiated
this Lease or is entitled to any commission in connection herewith. Tenant
agrees to indemnify, defend and hold Landlord, its property manager and their
respective employees harmless from and against all claims, demands, actions,
liabilities, damages, costs and expenses (including, attorneys' fees) arising
from either (i) a claim for a fee or commission made by any broker, other than
the Broker, claiming to have acted by or on behalf of Tenant in connection with
this Lease, or (ii) a claim of, or right to, lien under the statutes of Illinois
relating to real estate broker liens with respect to any such broker retained by
Tenant. Landlord agrees to pay the Broker a commission in accordance with the
separate agreement between Landlord and the Brokers described in Item 10 of the
Schedule.

24. NOTICES. Except as otherwise expressly provided herein, all notices and
demands to be given by one party to the other party under this Lease shall be
given in writing, mailed or delivered to Landlord at the address set forth above
and to Tenant at the following addresses:

Stacy Cannon, Esq.
Vice President and General Counsel
Global Knowledge Network, Inc.
One Van De Graff Drive
Burlington, MA 01803

With a copy to:

Mr. Rick Gregory
Global Knowledge Network, Inc.
One Van De Graff Drive
Burlington, MA 01803

or at such other address as either party may hereafter designate. Notices shall
be delivered by hand or by United States certified or registered mail, postage
prepaid, return receipt requested, or by a nationally recognized overnight air
courier service. Notices shall be considered to have been given upon the earlier
to occur of actual receipt, two business days after posting in the United States
mail or the first business day after delivery to the courier service.

25. MISCELLANEOUS.

A.  Successors and Assigns. Subject to Section 14 of this Lease, each
----------------------
provision of this Lease shall extend to, bind and inure to the benefit of
Landlord and Tenant and their respective legal representatives, successors and
assigns; and all references herein to Landlord and Tenant shall be deemed to
include all such parties.

22

B. Entire Agreement. This Lease, and the riders and exhibits, if any,
----------------
attached hereto which are hereby made a part of this Lease, represent the
complete agreement between Landlord and Tenant; and Landlord has made no
representations or warranties except as expressly set forth in this Lease. No
modification or amendment of or waiver under this Lease shall be binding upon
Landlord or Tenant unless in writing signed by Landlord and Tenant.

C. Time of Essence. Time is of the essence of this Lease and each and all
---------------
of its provisions.

D. Execution and Delivery. Submission of this instrument for examination or
----------------------
signature by Tenant does not constitute a reservation of space or an option for
lease, and it is not effective until execution and delivery by both Landlord and
Tenant. Execution and delivery of this Lease by Tenant to Landlord shall
constitute an irrevocable offer by Tenant to lease the Premises on the terms and
conditions set forth herein, which offer may not be revoked for 15 days after
such delivery.

E. Severability. The invalidity or unenforceability of any provision of
------------
this Lease shall not affect or impair any other provisions.

F. Governing Law. This Lease shall be governed by and construed in
-------------
accordance with the laws of the State in which the Premises are located.

G. Attorneys' Fees. Tenant shall pay to Landlord all costs and expenses,
---------------
including reasonable attorneys fees, incurred by Landlord in connection with any
action between Landlord and Tenant arising out of this Lease or incurred by
Landlord as a result of any litigation to which Landlord becomes a party as a
result of this Lease.

H. Delay in Possession. In no event shall Landlord be liable to Tenant if
-------------------
Landlord is unable to deliver possession of the Premises to Tenant on the
Commencement Date for causes outside Landlord's reasonable control.

I. Joint and Several Liability. If Tenant is comprised of more than one
---------------------------
party, each such party shall be jointly and severally liable for Tenant's
obligations under this Lease.

J. Force Majeure. Landlord shall not be in default hereunder and Tenant
-------------
shall not be excused from performing any of its obligations hereunder if
Landlord is prevented from performing any of its obligations hereunder due to
any accident, breakage, strike, shortage of materials, acts of God or other
causes beyond Landlord's reasonable control.

K. Captions. The headings and titles in this Lease are for convenience only
--------
and shall have no effect upon the construction or interpretation of this Lease.

23

L.  No Waiver. No receipt of money by Landlord from Tenant after
---------
termination of this Lease or after the service of any notice or after the
commencing of any suit or after final judgment for possession of the Premises
shall renew, reinstate, continue or extend the Term or affect any such notice or
suit. No waiver of any default of Tenant shall be implied from any omission by
Landlord to take any action on account of such default if such default persists
or be repeated, and no express waiver shall affect any default other than the
default specified in the express waiver and then only for the time and to the
extent therein stated.

M.  No Recording. Tenant shall not record this Lease or a memorandum of
------------
this Lease in any official records.

N.  Limitation of Liability. Any liability of Landlord under this Lease
-----------------------
shall be limited solely to its equity interest in the Building, and in no event
shall any personal liability be asserted against Landlord in connection with
this Lease nor shall any recourse be had to any other property or assets of
Landlord.

26. PARKING. Landlord agrees to furnish to Tenant, at no additional charge,
88 unreserved, unassigned parking spaces in the Building's parking lot (which is
four parking spaces per 1,000 rentable square feet of the Premises), for so long
as this Lease is in full force and effect and Tenant is not in Default under
this Lease. If the rentable area of the Premises is reduced below the amount
stated in Item 1B of the Schedule for any reason, then the number of Tenant's
parking spaces shall be reduced proportionately. Tenant shall not allow its
employees or invitees to use more parking spaces than the number furnished to
Tenant pursuant to this Section 26. If Tenant needs additional parking for its
employees and invitees at the Premises, Tenant must make arrangements for such
parking outside the Windy Point of Schaumburg project. Landlord may designate
parking spaces in the parking lots as "reserved" and Tenant shall not allow its
employees or invitees to use such reserved spaces. Tenant's use of all parking
spaces is subject to all applicable codes, ordinances, laws, regulations and
statutes and reasonable rules and regulations promulgated from time to time by
Landlord, as well as the restrictions set forth in the recorded Declaration of
Covenants, Conditions, Restrictions, Reciprocal Rights and Easements encumbering
the project.

27. LANDLORD'S TERMINATION OPTION.

A.  Termination Option. Landlord shall have an option (the "Termination
------------------
Option") to terminate this Lease effective as of December 31, 2005 (the
"Termination Date"). The Termination Option is granted subject to the following
terms and conditions:

(i)  Landlord gives Tenant written notice of Landlord's election to
exercise the Termination Option not later than April 30, 2005; and

(ii) Landlord pays to Tenant, within 30 days after Tenant vacates the
Premises (provided Tenant is not then in Default), a cash lease termination
fee (the "Fee") in an

24

amount equal to the product of (x) $10.00 multiplied by (y) the rentable
area of the Premises (in rentable square feet) as of the Termination Date.

B.   Terms. If Landlord exercises the Termination Option (1) all Rent
-----
payable under this Lease shall be paid through and apportioned as of the
Termination Date, (2) neither party shall have any rights, estates, liabilities
or obligations under this Lease for the period accruing after the Termination
Date, except those which, by the provisions of this Lease, are intended to
survive the expiration or termination of the Term of this Lease, and (3)
Landlord and Tenant shall enter into a written agreement reflecting the
termination of this Lease upon the terms provided for herein, which agreement
shall be executed within 30 days after Landlord exercises the Termination
Option.

28.  RENEWAL OPTION.

A.   Renewal Option. Tenant shall have an option (the "Renewal Option") to
--------------
renew the Term with respect to all (but not less than all) of the Premises
demised under or pursuant to this Lease as of the expiration date of the initial
Term, for one additional term (the "Renewal Term") of five years, upon the
following terms and conditions:

(i)   Tenant gives Landlord written notice of Tenant's election to
exercise the Renewal Option not later than nine months prior to the
expiration date of the initial Term;

(ii)  Tenant submits current financial statements of Tenant to
Landlord concurrently with Tenant's notice exercising the Renewal Option
and such financial statements are reasonably satisfactory to Landlord; and

(iii) Tenant is not in Default under this Lease, either on the date
Tenant exercises the Renewal Option or on the expiration date of the
initial Term, and this Lease is in full force and effect on the date on
which Tenant exercises the Renewal Option and on the proposed commencement
date of the Renewal Term.

B.   Terms. If Tenant timely and properly exercises the Renewal Option:
-----

(i)   The Rent payable for the Renewal Term shall be equal to the
"market rate of rent" that Landlord reasonably anticipates will be in
effect at the commencement of the Renewal Term. Upon Tenant's written
request given to Landlord not later than 11 months prior to the expiration
date of the initial Term, Landlord shall give Tenant written notice setting
forth the market rate of rent not later than 10 months prior to the
expiration date of the initial Term (if Tenant fails to timely request such
market rate in advance, then Landlord shall give Tenant written notice
setting forth the market rate of rent prior to the commencement date of the
Renewal Term). "Market rate of rent" shall mean the greater of (i) the
then-escalated rate of Rent for the Premises as of the last year of the
initial Term (the "Existing Rental Rate") and (ii) the prevailing market
rental rate that a willing,

25

comparable property would accept, in an arm's length transaction, as of the
commencement of the Renewal Term, for comparable premises, taking into
account the annual rental rates per rentable square foot, the standard of
measurement by which the rentable square footage is measured, the type of
escalation clause, the extent of the tenant's liability under the lease,
abatement provisions reflecting free rent and/or no rent during the period
of construction or subsequent to the commencement date as to the space in
question, the brokerage commission which would be payable by the landlord
in similar transactions, the length of the lease term, improvement costs
borne by the landlord, allowances and other concessions to the tenant, and
the size and location of the premises being leased. The Base Rent payable
during the Renewal Term shall be subject to adjustment during the Renewal
Term as provided in Landlord's written notice setting forth the market rate
of rent (or, if the market rate of rent is the Existing Rental Rate, the
Base Rent shall increase by 3% per annum during each year of the Renewal
Term, commencing with the first day of the second year of the Renewal
Term). There shall be no abatement of Base Rent or Adjustment Rent for the
Premises during the Renewal Term, except as may be specifically provided in
Landlord's written notice setting forth the market rate of rent.

(ii)  Tenant shall have no further options to renew the Term of this
Lease beyond the expiration date of the Renewal Term.

(iii) Landlord shall not be obligated to perform any leasehold
improvement work in the Premises or give Tenant any allowance for any such
work or any other purposes during or for the Renewal Term, except as to any
allowance which may be specifically provided in Landlord's written notice
setting forth the market rate of rent.

(iv)  Except for the rate of Rent and except as otherwise provided
herein, all of the terms and provisions of this Lease shall remain the same
and in full force and effect during the Renewal Term.

C.   Amendment. If Tenant exercises the Renewal Option, Landlord and Tenant
---------
shall execute and deliver an amendment to this Lease reflecting the lease of the
Premises by Landlord to Tenant for the Renewal Term on the terms provided above,
which amendment shall be executed and delivered within 30 days after Tenant
exercises the Renewal Option.

D.   Termination. The Renewal Option shall automatically terminate and
-----------
become null and void upon the earlier to occur of (1) the expiration or
termination of this Lease, (2) the termination of Tenant's right to possession
of all or any part of the Premises, (3) the assignment of this Lease by Tenant,
in whole or in part (other than to an Affiliate in accordance with Section
14.A), (4) the sublease by Tenant of all or any part of the Premises (other than
to an Affiliate in accordance with Section 14.A), (5) the recapture by Landlord
of all or any part of the Premises

26

pursuant to Section 14C hereof, or (6) the failure of Tenant to timely or
properly exercise the Renewal Option.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the
day and year first above written.

LANDLORD:                                       TENANT:
--------                                        ------

WINDY POINT OF SCHAUMBURG                       GLOBAL KNOWLEDGE NETWORK,
L.L.C., a Delaware limited                      INC., a Delaware corporation
liability company

By:  FRC WINDY POINT L.L.C., an
Illinois limited liability                 By: /s/ Bruce J. Ryan
---------------------------
company, its managing member               Title: Vice President & CFO
------------------------

By: /s/ Steven D. Fifield
---------------------------
Title:_________________________

27

(Landlord's Acknowledgment)

STATE OF ILLINOIS  )
) SS.
COUNTY OF COOK     )

On this 10th day of January, 2000, before me appeared Steven D. Fifield, to
me personally known, who being by me duly sworn, did say that he/she is the
Managing Member of FRC WINDY POINT, L.L.C., an Illinois limited liability
company ("Manager") and managing member of WINDY POINT OF SCHAUMBURG L.L.C., a
Delaware limited liability company ("Owner"), the company that executed the
within and foregoing instrument and that said instrument was signed and sealed
in behalf of said Manager and Owner, and said Steven D. Fifield acknowledged
said instrument to be the free act and deed of said Manager and Owner.

[SEAL]

/s/ Kathryn A. Hutcheson
------------------------------
NOTARY PUBLIC

28

(Tenant Corporate Acknowledgment)

STATE OF MASS        )
)  SS.
COUNTY OF MIDDLESEX  )

On this 22 day of December, 1999, before me appeared Bruce J. Ryan, to me
personally known, who being by me duly sworn, did say that (he) is the VP & CFO
of GLOBAL KNOWLEDGE NETWORK, INC., a Delaware corporation, the corporation that
executed the within and foregoing instrument and that said instrument was
signed and sealed in behalf of said corporation by authority of its Board of
Directors, and that the seal affixed is the corporate seal of said corporation
and said Bruce J. Ryan acknowledged said instrument to be the free act and deed
of said corporation.

/s/ Karen K. Gemmato
------------------------------
NOTARY PUBLIC

KAREN K. GEMMATO, Notary Public
My Commission Expires
June 18, 2005

EXHIBIT A

[FLOOR PLAN]

EXHIBIT 10.119

LEASE AGREEMENT WITH ZURICH AMERICAN INSURANCE COMPANY
FOR THE WINDY POINT II BUILDING

WINDY POINT OF SCHAUMBURG II

OFFICE LEASE
[Build-to-Suit]

BETWEEN

WINDY POINT OF SCHAUMBURG LLC
as Landlord

AND

ZURICH AMERICAN INSURANCE COMPANY
as Tenant

Dated: May 6, 2000

TABLE OF CONTENTS
-----------------

1.   DEMISE AND TERM. .....................................................    1
A.   Demise and Term .................................................    1
---------------
B.   Determination of the Premises. ..................................    1
-----------------------------

2.   RENT. ................................................................    2
A.   Definitions. ....................................................    2
-----------
B.   Components of Rent. .............................................    5
------------------
C.   Payment of Rent. ................................................    6
---------------
D.   Caps on Expenses and Taxes. .....................................    7
--------------------------

3.   USE. .................................................................    8

4.   CONDITION OF PREMISES. ...............................................    8
A.   Initial Condition ...............................................    8
-----------------
B.   Americans With Disabilities Act .................................    9
-------------------------------

5.   BUILDING SERVICES. ...................................................   10
A.   Basic Services. .................................................   10
--------------
B.   Electricity. ....................................................   10
-----------
C.   Telephones. .....................................................   11
----------
D.   Additional Services. ............................................   11
-------------------
E.   Failure or Delay in Furnishing Services. ........................   12
---------------------------------------

6.   RULES AND REGULATIONS. ...............................................   12

7.   CERTAIN RIGHTS RESERVED TO LANDLORD. .................................   12

8.   MAINTENANCE AND REPAIRS. .............................................   13

9.   ALTERATIONS. .........................................................   14
A.   Requirements. ...................................................   14
------------
B.   Liens. ..........................................................   15
-----
C.   Union Labor. ....................................................   15
-----------

10.  INSURANCE. ...........................................................   15
A.   Tenant's Insurance. .............................................   15
------------------
B.   Landlord's Insurance. ...........................................   16
--------------------
C.   Mutual Waiver of Subrogation. ...................................   16
----------------------------

11.  WAIVER AND INDEMNITY. ................................................   17
A.   Tenant's Waiver. ................................................   17
---------------

i

B.    Tenant's Indemnity. .................................................   17
------------------
C.    Landlord's Waiver. ..................................................   17
-----------------
D.    Landlord's Indemnity. ...............................................   18
--------------------

12.   FIRE AND CASUALTY. ........................................................   18

13.   CONDEMNATION. .............................................................   19

14.   ASSIGNMENT AND SUBLETTING. ................................................   19
A.    Landlord's Consent. .................................................   19
------------------
B.    Standards

for Consent. ..............................................   20
---------------------
C.    Recapture. ..........................................................   21
---------

15.   SURRENDER. ................................................................   21

16.   DEFAULTS AND REMEDIES. ....................................................   22
A.    Tenant's Default. ...................................................   22
----------------
B.    Right of Re-Entry. ..................................................   22
-----------------
C.    Reletting. ..........................................................   22
---------
D.    Termination of Lease. ...............................................   23
--------------------
E.    Other Remedies. .....................................................   23
--------------
F.    Bankruptcy. .........................................................   23
----------
G.    Waiver of Trial by Jury. ............................................   23
-----------------------
H.    Venue ...............................................................   23
-----
I.    Default by Landlord .................................................   23
-------------------
J.    Tenant's Limited Right of Self-Help and Limited Right of Set-Off ....   24
----------------------------------------------------------------

17.   HOLDING OVER. .............................................................   24

18.   INTENTIONALLY DELETED. ....................................................   25

19.   INTENTIONALLY DELETED. ....................................................   25

20.   ESTOPPEL CERTIFICATES. ....................................................   25

21.   SUBORDINATION. ............................................................   25

22.   QUIET ENJOYMENT. ..........................................................   26

23.   BROKER. ...................................................................   26

24.   NOTICES. ..................................................................   27

ii

25.    MISCELLANEOUS.......................................................   27
A.     Successors and Assigns.......................................   27
----------------------
B.     Entire Agreement.............................................   28
----------------
C.     Time of Essence..............................................   28
---------------
D.     Execution and Delivery.......................................   28
----------------------
E.     Severability.................................................   28
------------
F.     Governing Law................................................   28
-------------
G.     Attorneys' Fees..............................................   28
---------------
H.     Delay in Possession; Contingencies...........................   28
----------------------------------
I.     Joint and Several Liability..................................   30
---------------------------
J.     Force Majeure................................................   30
-------------
K.     Captions.....................................................   30
--------
L.     No Waiver....................................................   30
---------
M.     No Recording.................................................   31
------------
N.     Limitation of Liability......................................   31
-----------------------
O.     Counterparts; Telecopied Signatures..........................   31
-----------------------------------

26.    PARKING.............................................................   31
A.     Parking Areas................................................   31
-------------
B.     Initial Parking Deck.........................................   32
--------------------
C.     Construction of Additional Parking Areas.....................   32
----------------------------------------
D.     Reserved Parking Spaces......................................   33
-----------------------

27.    EXPANSION OPTION....................................................   33
A...................................................................   33
Expansion Space and Expansion Date..................................   33
B.     Expansion Option.............................................   34
----------------
C.     Term.........................................................   34
----
D.     Base Rent....................................................   34
---------
E.     Adjustment Rent..............................................   34
---------------
F.     No Rent Abatement............................................   34
-----------------
G.     Tenant Improvements..........................................   35
-------------------
H.     Application of Other Provisions..............................   35
-------------------------------
I.     Amendment....................................................   35
---------
J.     Termination..................................................   35
-----------

28.    RIGHT OF FIRST REFUSAL..............................................   35
A.     ROFR Space...................................................   35
----------
B.     Right of First Refusal.......................................   35
----------------------
C.     Terms........................................................   36
-----
D.     Amendment....................................................   38
---------
E.     Termination..................................................   38
-----------

29.    EXTENSION OPTIONS...................................................   38

iii

A.    First Extension Option.........................................   38
----------------------
B.    Second Extension Option........................................   38
-----------------------
C.    Terms..........................................................   39
-----
D.    Amendment......................................................   41
---------
E.    Termination....................................................   41
-----------

30.   CONTRACTION OPTION...................................................   41
A.    Contraction Option.............................................   41
------------------
B.    Exercise of Contraction Option.................................   41
------------------------------
C.    Terms..........................................................   42
-----
D.    Amendment......................................................   43
---------
E.    Termination....................................................   43
-----------

31.   TERMINATION OPTION...................................................   43
A.    Termination Option.............................................   43
------------------
B.    Terms..........................................................   44
-----
C.    Termination....................................................   45
-----------

32.   RIGHT OF SECOND OPPORTUNITY IN ADJACENT BUILDING.....................   45
A.    ROSO Space.....................................................   45
----------
B.    Right of Second Opportunity....................................   45
---------------------------
C.    Terms..........................................................   46
-----
D.    Amendment or New Lease.........................................   47
----------------------
E.    Termination....................................................   47
-----------

33.   RIGHTS OF REFUSAL TO PURCHASE BUILDING...............................   48

34.   SIGNAGE..............................................................   48

35.   ENVIRONMENTAL PROTECTION.............................................   48
A.    Landlord's Environmental Protection............................   49
-----------------------------------
B.    Tenant's Environmental Protection..............................   49
---------------------------------
C.    Hazardous Substances...........................................   50
--------------------

36.   ROOFTOP COMMUNICATIONS EQUIPMENT.....................................   50

37.   CAFETERIA............................................................   50

38.   STORAGE SPACE........................................................   51
A.    Storage Space..................................................   51
-------------
B.    Storage Space Rent.............................................   51
------------------
C.    Use............................................................   51
---

iv

EXHIBIT A - Determination of Base Rent ................................      A-1
EXHIBIT B - Rules and Regulations .....................................      B-1
EXHIBIT C - Work Letter Agreement .....................................      C-1
EXHIBIT D - Suite Acceptance Agreement ................................      D-1
EXHIBIT E - HVAC Specifications .......................................      G-1
EXHIBIT F - Janitorial Specifications .................................      F-1
EXHIBIT G - Form of SNDA ..............................................      G-1
EXHIBIT H - Site Plan Showing Current Parking .........................      H-1
EXHIBIT I - Example of Calculation of Parking Deck Rent ...............      I-1

v

OFFICE LEASE
[Build-to-Suit]

THIS LEASE is made as of May 6, 2000, between WINDY POINT OF SCHAUMBURG
LLC, a Delaware limited liability company, having an address at c/o Fifield
Realty Corp., 20 North Wacker Drive, Chicago, Illinois 60606 ("Landlord"), and
ZURICH AMERICAN INSURANCE COMPANY, a New York corporation, having an address at
3910 Keswick Road, Baltimore, Maryland 21211, Attn: Zurich U.S. Real Estate
("Tenant"), for space in the 11-story office building to be built at 1600
McConnor Parkway and to be known as "Windy Point of Schaumburg II," located in
the Windy Point of Schaumburg complex (such building, including the land upon
which the building thereon is situated, being herein referred to as the
"Building"). The following schedule (the "Schedule") sets forth certain basic
terms of this Lease:

SCHEDULE
--------

1.   Premises ... At least 250,000 rentable square feet in the Building, as more
particularly described in Section 1B.

2.   Base Rent ..... To be determined as provided in Exhibit A attached hereto.

3.   Tenant's Proportionate Share: ... To be determined as provided in Section
2A(iv)

4.   Security Deposit:. ................................................... None

5.   Commencement Date:. ..................................... September 1, 2001

6.   Expiration Date:. ........................................  August 31, 2011

7.   Brokers:. ................ Fifield Realty Corp. and Julien J. Studley, Inc.

1.   DEMISE AND TERM.

A.   Demise and Term. Landlord leases to Tenant and Tenant leases from
---------------
Landlord the Premises (the "Premises") described in Section 1B, subject to the
covenants and conditions set forth in this Lease (including the Work Letter
Agreement attached hereto as Exhibit C [the "Work Letter Agreement"]), for a
term (the "Term") commencing on the date (the "Commencement Date") which is the
earlier to occur of (a) the date described in Item 5 of the Schedule, or (b) the
date that Tenant takes occupancy of the Premises, and expiring on the date (the
"Expiration Date") described in Item 6 of the Schedule, unless terminated
earlier as otherwise provided in this Lease. The Commencement Date and the
Expiration Date are each subject to deferment as is provided in Section 25H
below. Tenant shall complete and furnish to Landlord, on or before occupancy of
the Premises, the Suite Acceptance Agreement attached hereto as Exhibit D (the
"Suite Acceptance Agreement"), which shall acknowledge the actual Commencement
Date and the Expiration Date.

B.   Determination of the Premises. The Premises shall consist of at least
-----------------------------
250,000 rentable square feet, consisting of the floors designated by Tenant not
later than August 1, 2000. Only one floor within the initial Premises may be
less than an entire floor. The Premises may not consist of more than two
contiguous portions (i.e., there may not be more than one interruption or "gap"
in the contiguity of the Premises). By written notice to Landlord not later than
August 1, 2000, Tenant may elect to (i) increase the Premises by whole or
partial floors (so long as, after giving effect

to the increase, the Premises contains only one partial floor) up to the entire
rentable area within the Building, or (ii) decrease the Premises by one floor
(such floor to be designated by Tenant in its notice to Landlord and to be
either the highest or lowest floor that is part of the Premises). If pursuant to
the preceding sentences Tenant elects to lease a partial floor, such portion of
the Premises on the floor shall be a single, contiguous space and both the
portion of the Premises and the balance of the space on the floor shall have a
configuration that allows, in Landlord's reasonable judgment, (i) Landlord to
lease the spaces at the then prevailing market rate for the Building, (ii) full
and direct access to public corridors and other common areas of the Building and
(iii) full compliance with all applicable building codes. On any partial floor
occupied by Tenant, Landlord, at its expense, shall install a Building standard
multi-tenant elevator lobby and, if required, Building standard corridors.
Furthermore, by written notice to Landlord not later than December 1, 2000,
Tenant may elect to lease the entire rentable area within the Building. The
rentable area of the Premises shall be determined by Landlord's architect in
accordance with the standards set forth in Section 2A(v) prior to the delivery
of the Premises to Tenant. The Suite Acceptance Agreement shall verify the
rentable area of the Premises.

2.     RENT.

A.     Definitions. For purposes of this Lease, the following terms shall
-----------
have the following meanings:

(i)    "Expenses" shall mean all expenses, costs and
disbursements (other than Taxes) paid or incurred by Landlord in connection
with the ownership, management, maintenance, operation, replacement and
repair of the Building. Expenses shall include the Building's share of
expenses as part of the Windy Point of Schaumburg complex (the "Complex")
pursuant to the Declaration (as hereinafter defined). Expenses shall not
include: (a) costs incurred with respect to the installation of leasehold
improvements for tenants in the Building or incurred in renovating or
otherwise improving, decorating, painting or redecorating vacant space for
tenants of the Building (including architectural, space planning and
engineering services); (b) costs of capital improvements (except for costs
of any capital improvement (1) made or installed [or service agreement or
lease entered into] for the purpose of reducing Expenses or improving the
operating efficiency of any system within the Building or (2) made or
installed pursuant to governmental requirement or insurance requirement not
in effect as of the Commencement Date, which costs shall be amortized by
Landlord on a straight-line basis over the useful life of the improvement
in accordance with generally accepted accounting principles consistently
applied [and provided that with respect to costs of the type described in
clause (1), the amortized amount included in Expenses in any year shall not
exceed the savings in Expenses that occur in such year as a result of the
capital improvement]); (c) costs and expenses (including attorneys' fees
and disbursements) incurred in connection with negotiations or disputes
with past, present or prospective tenants of the Building; (d) costs
incurred by Landlord for the repair of damage to the Building, to the
extent that Landlord is reimbursed by insurance proceeds (or would have
been reimbursed if Landlord had carried the insurance required pursuant to
Section 10B) (provided

2

all costs that are not recovered under such insurance as a result of any
commercially reasonable deductible amount may be included in Expenses); (e)
expenses in connection with services or other benefits offered to other
tenants in the Building, but not to Tenant; (f) costs of services
(including management services) provided by Landlord affiliates to the
extent that such costs exceed the cost of such services rendered by
unaffiliated third parties on a competitive basis; (g) Landlord's general
corporate overhead and general administrative expenses; (h) advertising
expenses, including those incurred in the future leasing of the Building;
(i) acquisition or leasing costs of sculpture, paintings, or works of art;
(j) interest, principal, points and fees on debts or amortization on any
mortgage or mortgages or any other debt instrument encumbering the Building
and legal fees and transaction costs incurred in obtaining such mortgages
or debt instruments; (k) fines or penalties, and interest accrued thereon,
incurred as a result of late payments by Landlord (provided Tenant has
promptly paid all Rent due hereunder); (l) that portion of the wages and
salaries, and payroll taxes and similar governmental charges with respect
thereto, of Building management employees who do not devote substantially
all of their time to management of the Building, which is in excess of a
pro rata portion thereof based upon the time spent by such personnel in the
management of the Building in relation to their total hours worked; (m) any
ground lease rental (except as the same relates to the payment of Expenses
or Taxes to the lessor); (n) depreciation, amortization and interest
payments, except as provided herein and except on materials, tools,
supplies and vendor-type equipment purchased by Landlord to enable Landlord
to supply services Landlord might otherwise contract for with a third party
where such depreciation, amortization and interest payments would otherwise
have been included in the charge for such third party's services, all as
determined in accordance with generally accepted accounting principles,
consistently applied, and when depreciation or amortization is permitted,
the item shall be amortized on a straight-line basis over its reasonably
anticipated useful life (and provided that if Landlord includes any such
depreciation of personal property in Expenses, Landlord may not also
include the costs of replacement of such personal property to the extent of
the depreciation taken by Landlord for such personal property); (o)
brokerage or leasing commissions; (p) charitable or political
contributions; (q) any bad debt loss, rent loss, or reserves for bad debt
or rent loss or reserves for replacement of personal property; (r) any
management fee in excess of five percent (5%) of the gross revenues for the
Building; (s) Landlord's entertainment expenses and travel expenses, except
for those travel expenses that are necessary, reasonable and incurred in
connection with Landlord's operation of the Building; (t) expenses for
which Landlord has received any reimbursement, to the extent of such
reimbursement, regardless of whether such reimbursement is from one source
or more than one source, including without limitation reimbursements from
Tenant or another tenant (such as reimbursement for repairs) or pursuant to
contractor's or other warranties or condemnation, but excluding matters
paid as additional rent or rent adjustment or other tax or expense
pass-through or escalation expressly provided in a tenant lease; (u) costs
(including, without limitation, permit, license and inspection fees)
incurred by Landlord in connection with the initial construction of the
Building or any construction that Landlord is obligated to perform pursuant
to the Work Letter Agreement, and the costs of correcting defects in such
initial construction; (v)

3

attorneys' fees and disbursements and other expenses incurred in connection
with the legal formation or continued legal existence of Landlord or the
defense of Landlord's title to or interest in the Building; (w) costs of
installing, operating, maintaining and manning any speciality facility,
such as an observatory, broadcasting facility, athletic or recreational
club, child or daycare facility or other facility operated with the intent
of producing a profit or as a marketing inducement (excluding the Cafeteria
[as hereinafter defined], the Generator [as hereinafter defined], parking
areas, automatic teller machines, the management office and other
facilities provided solely to aid tenants and their invitees or strictly
related to the operation of the Building for office uses); (x) costs of
leasing items, facilities or equipment that, if purchased, would be a
capital improvement (except to the extent it is a capital improvement whose
costs may be included in Expenses pursuant to clause (b) above); (y) costs
(whether classified as capital items or expenses under generally accepted
accounting principles) incurred by Landlord to comply with or correct any
violations of any governmental laws, rules or regulations (other than
environmental laws, rules or regulations) existing as of the Commencement
Date, including, without limitation, the ADA (as hereinafter defined),
unless such non-compliance is due to any act or omission of Tenant (e.g.,
in the design of the Premises); (z) costs incurred by Landlord in excess of
$10,000 in the aggregate, annually, in connection with (i) complying with
environmental laws, rules and regulations existing as of the Commencement
Date (unless such noncompliance is due to any act or omission of Tenant) or
(ii) the removal, abatement, containment or remediation of asbestos or
asbestos-containing-materials from the Building (unless located in the
Building due to any act or omission of Tenant); (aa) costs of any work or
service performed for any facility other than the Building, other than the
Building's share of certain expenses for the Complex as provided in the
Declaration; (bb) costs of the initial cleaning and rubbish removal from
the Building to be performed prior to substantial completion of the base
Building; (cc) costs of initial landscaping of the Building or the Complex;
(dd) impact fees or subsidies imposed or incurred in connection with
governmental or regulatory approval of the Building or construction of the
Building; or (ee) costs of utility tap-on fees for the base Building.
Expenses shall be determined on an accrual basis. Landlord shall not be
permitted to "double recover" any Expenses (i.e., recover more than 100% of
Expenses) from the tenants of the Building (except as provided in the
immediately following sentence). Expenses shall not include any expenses
paid by any tenant of the Building directly to third parties (unless such
tenant's rent has been reduced on account of the tenant's express
assumption of an obligation that would otherwise have been borne by
Landlord), or as to which Landlord is otherwise reimbursed by any third
party, another tenant (except through the payment of a share of Expenses
and Taxes under such tenant's lease), or by insurance proceeds.

(ii)  "Rent" shall mean Base Rent, Adjustment Rent and any other sums
or charges due by Tenant hereunder.

(iii) "Taxes" shall mean all taxes, assessments and fees levied upon
the Building, the property of Landlord located therein or the rents
collected therefrom, by any governmental entity based upon the ownership,
leasing, renting or operation of the Building,

4

including all reasonable costs and expenses of protesting any such taxes,
assessments or fees. Taxes shall not include any net income, capital stock,
succession, transfer, mortgage, excess profit, franchise, gift, estate or
inheritance taxes; provided, however, if at any time during the Term, a tax
or excise on income is levied or assessed by any governmental entity, in
lieu of or as a substitute for, in whole or in part, real estate taxes or
other ad valorem taxes, such tax shall constitute and be included in Taxes.
For the purposes of determining Taxes for any given year, the amount to be
included for such year shall be the amount due and payable in such year. At
the written request of tenants leasing 50% or more of the rentable area of
the Building, Landlord shall contest in accordance with applicable law any
real property tax assessment applicable to the Building (provided such
request is made at least 30 days prior to the deadline for making such
protest). All assessments which are not specifically charged to Tenant
because of actions by Tenant, which can be paid by Landlord in
installments, shall be paid by Landlord in the maximum number of
installments permitted by law and not included as Taxes except in the year
in which the assessment installment is due and payable (and any interest
accruing on such amounts shall be included in Taxes).

(iv)  "Tenant's Proportionate Share" at any time during the Term shall
mean the percentage obtained by dividing the number of rentable square feet
in the Premises at such time by the number of rentable square feet in the
Building.

(v)   "rentable" shall mean the area of the applicable space
determined in accordance with the Standard Method for measuring Floor Area
in Office Buildings, ANSI 765.1-1996, as promulgated by the Building Owners
and Managers Association (BOMA) International. Notwithstanding the
foregoing, the floor area of the Cafeteria (as hereinafter defined) shall
be considered part of the Building's common area rather than rentable area.

(vi)  "Lease Year" shall mean each 12-month period during the Term
commencing on the Commencement Date or an anniversary of the Commencement
Date.

(vii) "Controllable Expenses" shall mean only those items of Expenses
where the cost or expense thereof shall be within the reasonable ability of
Landlord to control (specifically excluded from Controllable Expenses,
without limitation, are the costs and expenses of electricity, fuels,
insurance snow removal and the wages of union employees [and the costs and
expenses of independent contractors who employ union employees]).

B    Components of Rent. Tenant agrees to pay the following amounts to
------------------
Landlord at the office of the Building or at such other place in the United
States as Landlord designates:

(i)     Base rent ("Base Rent") to be paid in monthly
installments in the amounts determined as set forth on Exhibit A, in
advance on or before the first day of each month of the Term without
demand.

5

(ii)  Adjustment rent ("Adjustment Rent") in an amount equal to
Tenant's Proportionate Share of (a) the Expenses for any calendar year and
(b) the Taxes for any calendar year. Prior to each calendar year, or as
soon thereafter as reasonably possible (but not later than May 1 of the
calendar year in question), Landlord shall estimate the amount of
Adjustment Rent due for such year, and Tenant shall pay Landlord
one-twelfth of such estimate on the first day of each month during such
year. Such estimate may be revised by Landlord whenever it obtains
information relevant to making such estimate more accurate (but not more
than once in any calendar year). After the end of each calendar year,
Landlord shall deliver to Tenant a report setting forth the actual Expenses
and Taxes for such calendar year and a statement of the amount of
Adjustment Rent that Tenant has paid and is payable for such year (Landlord
shall deliver such report for each calendar year by May 1 of the following
year). Within thirty days after receipt of such report, Tenant shall pay to
Landlord the amount of Adjustment Rent due for such calendar year minus any
payments of Adjustment Rent made by Tenant for such year. If Tenant's
estimated payments of Adjustment Rent exceed the amount due Landlord for
such calendar year, Landlord shall apply such excess as a credit against
Tenant's other obligations under this Lease or promptly refund such excess
to Tenant if the Term has already expired, provided Tenant is not then in
default hereunder, in either case without interest to Tenant.

C.   Payment of Rent. The following provisions shall govern the payment of
---------------
Rent: (i) if this Lease commences or ends on a day other than the first day or
last day of a calendar year, respectively, the Rent for the year in which this
Lease so begins or ends shall be prorated and the monthly installments shall be
adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or
deduction (unless otherwise expressly permitted under this Lease), and the
covenant to pay Rent shall be independent of every other covenant in this Lease;
(iii) if during all or any portion of any year at least 95% of the rentable area
of the Building is not rented and occupied, Landlord shall make an appropriate
adjustment of Expenses and/or Taxes for such year to determine the Expenses
and/or Taxes that would have been paid or incurred by Landlord had the rentable
area of the Building been 100% rented and occupied for the entire year and the
amount so determined shall be deemed to have been the Expenses and/or Taxes for
such year; (iv) any sum due from Tenant to Landlord which is not paid within
five business days after the date due shall bear interest from the date due
until the date paid at the annual rate equal to the "Prime" or "Base" rate then
most recently announced by Bank One (Chicago) plus 4% (subject to change as such
rate changes), but in no event higher than the maximum rate permitted by law
(the "Default Rate"); and, in addition, if the payment of Rent is delinquent two
times during a 12-month period, Tenant shall pay Landlord a late charge for any
Rent payment which is paid more than five business days after its due date equal
to 3% of such payment; (v) if changes are made to this Lease or the Building
changing the number of square feet contained in the Premises or in the Building,
Landlord shall make an appropriate adjustment to Tenant's Proportionate Share
(provided all rentable areas shall be determined in accordance with the
measurement standards noted in Section 2A(v)); (vi) Tenant (or its designated
agent) shall have the right, upon reasonable prior written notice to Landlord,
to inspect Landlord's books and records relative to Expenses and Taxes during
normal business hours at any time within 120 days following the furnishing to
Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall take

6

written exception to any item in any such statement within such 120-day period,
such statement shall be considered as final and accepted by Tenant (except as
provided below in this clause (vi) with respect to retroactive adjustments).
Tenant must timely pay all Adjustment Rent billed by Landlord pending the
outcome of its inspection or any audit of Landlord's books and records. If
Tenant makes such timely written exception, an audit as to the proper amount of
Adjustment Rent for such period shall be performed by a reputable certified
public accounting firm selected by Tenant, but subject to Landlord's reasonable
approval. After the auditor has reached a preliminary determination, each party
shall have 30 days to review the auditor's preliminary findings and comment
thereon (and, if applicable, advocate a change in such determination).
Thereafter the auditor shall notify the parties of its final determination,
which determination shall be final and conclusive. If the results of such audit
reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable
year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to
Landlord such underpayment, as applicable, within 30 days after the results of
such audit are reported to the parties. If the results of an audit for a
particular year reveal that retroactive adjustments of Taxes may be appropriate
for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant
in a prior year), then the auditor may examine the particular component of Taxes
for the prior year to determine the appropriate adjustment. Tenant agrees to pay
the entire cost of such audit unless it is determined that Landlord's original
determination of the Adjustment Rent for the year in issue was in error by more
than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in
the event of the termination of this Lease prior to the determination of any
Adjustment Rent, Tenant's agreement to pay any such sums and Landlord's
obligation to refund any such sums (provided Tenant is not in default hereunder)
shall survive the termination of this Lease; (viii) no adjustment to the Rent by
virtue of the operation of the rent adjustment provisions in this Lease shall
result in the payment by Tenant in any year of less than the Base Rent shown on
the Schedule; (ix) Landlord may at any time change the fiscal year of the
Building (provided Landlord shall not do so more than twice during the Term or
with the intention of increasing amounts payable by the tenants of the
Building); (x) each amount owed to Landlord under this Lease for which the date
of payment is not expressly fixed shall be due on the same date as the Rent
listed on the statement showing such amount is due; and (xi) if Landlord fails
to give Tenant an estimate of Adjustment Rent prior to the beginning of any
calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the
previous calendar year until Landlord delivers such estimate, at which time
Tenant shall pay retroactively the increased amount for all previous months of
such calendar year.

D. Caps on Expenses and Taxes. Notwithstanding any provision in this
--------------------------
Lease to the contrary, solely for purposes of calculating Adjustment Rent due
hereunder:

(i)  Taxes per rentable square foot of the Premises for the
calendar year 2001 shall not exceed $1.63, and

(ii) Taxes per rentable square foot of the Premises for the
calendar year 2002 shall not exceed the sum of (x) $3.17 plus (y) if
the Taxes per rentable square foot of the Premises for the calendar
year 2001 were less than $1.63, the amount of such difference.

7

Commencing with the fourth Lease Year (or the third Lease Year if, as of the
commencement of the third Lease Year, Tenant has then leased all rentable areas
within the Building), solely for purposes of calculating Adjustment Rent due
hereunder, Controllable Expenses for any Lease Year shall not exceed an amount
equal to the product of the total actual Controllable Expenses for the preceding
Lease Year multiplied by 1.04. Such limitations on Taxes and Controllable
Expenses shall apply only to Taxes and Controllable Expenses, as the case may
be, and not to other items of Adjustment Rent and shall not limit or otherwise
affect Tenant's obligations regarding the payment of any component of Rent other
than the Taxes and Controllable Expenses component of Adjustment Rent.

3. USE. Tenant agrees that it shall occupy and use the Premises only as
non-governmental business offices and for no other purposes. Tenant shall, at
its sole cost and expense, comply with all federal, state and municipal laws,
ordinances, rules and regulations and all covenants, conditions and restrictions
of record applicable to Tenant's use or Tenant's occupancy of the Premises.
Subject to the provisions of this Lease, Tenant shall have access to the
Premises 24 hours a day, seven days a week. Tenant may operate an emergency
generator (the "Generator") within the first floor of the Premises to provide
back-up power to Tenant's computer room. Notwithstanding the foregoing, at
Tenant's election, Landlord shall locate the Generator at a mutually agreeable
location outside the Building, with appropriate fencing to preserve the
aesthetic appeal of the Complex, if approved by all governmental authorities
(Tenant acknowledges that Landlord has not represented or warranted that such
approval is likely). Tenant shall operate such Generator in compliance with all
applicable laws, codes, ordinances and statutes, as well as all manufacturers'
recommendations and insurance requirements. Landlord shall install the Generator
as part of the Base Building Work described in Paragraph 1 of the Work Letter
Agreement. Landlord and Tenant shall cooperate in good faith to determine the
design and specifications for the Generator. Tenant shall be responsible for all
costs of operating, maintaining and insuring the Generator. Landlord shall pay
the cost of purchasing and installing the Generator and the costs of improving
and equipping the Cafeteria (as hereinafter defined), provided such costs
relating to the Generator and the Cafeteria do not exceed, in the aggregate,
$380,000 (and if the costs exceed such amount, Tenant shall be responsible for
the excess [subject to payment from the Allowance]).

4. CONDITION OF PREMISES.

A. Initial Condition. Tenant's taking possession of the Premises shall
-----------------
be conclusive evidence that the Premises were in good order and satisfactory
condition when Tenant took possession, subject to (i) minor finish-out or
"punchlist" items and (ii) latent defects specified in a written notice given by
Tenant to Landlord during the first 12 months of the Term (or, with respect to
an item covered under a contractor's or manufacturer's warranty beyond the first
12 months of the Term, during the period covered by such warranty, not to exceed
the first 24 months of the Term [Tenant acknowledges that Landlord shall not be
obligated to seek extended warranties]) (failure of Tenant to timely notify
Landlord of any such latent defects shall be deemed a waiver and acceptance by
Tenant of said latent defects). No agreement of Landlord to alter, remodel,
decorate, clean or improve the Premises or the Building (or to provide Tenant
with any credit or allowance for the same), and no representation regarding the
condition of the Premises or the Building, have been

8

made by or on behalf of Landlord or relied upon by Tenant, except as stated in
this Lease and the Work Letter Agreement attached hereto as Exhibit C.

B.   Americans With Disabilities Act. The parties  acknowledge that the
-------------------------------
Americans With Disabilities Act of 1990 (42 U.S.C. (S) 12101 et seq.) and
regulations and guidelines promulgated thereunder, as amended and supplemented
from time to time (collectively referred to herein as the "ADA"), establish
requirements under Title III of the ADA ("Title III") pertaining to business
operations, accessibility and barrier removal. Tenant acknowledges and agrees
that to the extent that Landlord prepares, reviews or approves any of plans or
specifications relating to leasehold improvements in the Premises, such action
shall in no event be deemed any representation or warranty that the same comply
with any requirements of the ADA. Notwithstanding anything to the contrary in
this Lease, the parties hereby agree to allocate responsibility for Title III
compliance as follows: (a) Landlord shall be responsible, at its sole expense,
for causing the base building restrooms and elevator lobbies within the Premises
to comply with the requirements of the ADAAG in effect as of the Commencement
Date and any other requirements under the ADA in effect as of the Commencement
Date; (b) Landlord shall be responsible for any non-compliance by the Premises
with the requirements of the ADAAG in effect as of the Commencement Date and any
other requirements under the ADA in effect as of the Commencement Date, if (and
only if) the Construction Documents were in compliance and Landlord's
performance of the Work (as defined in the Work Letter Agreement) was not in
compliance; (c) Landlord shall perform, at its sole expense, any so-called Title
III "path of travel" requirements triggered by the Work (as described in the
Work Letter Agreement) and Landlord shall perform, at Tenant's expense, any
"path of travel" requirements triggered by Tenant's performance of any
construction activities or alterations in the Premises after the Commencement
Date; (d) Landlord shall be responsible for causing the base building restrooms
and elevator lobbies within the Premises and the common areas of the Building to
comply with the requirements of the ADAAG and the ADA as they may be changed or
modified after the Commencement Date, provided Landlord may include the expenses
of such compliance in Expenses (if and to the extent allowed pursuant to Section
2A(i)(b)); (e) Landlord shall be responsible for causing the structural elements
within the Premises to comply with the requirements of the ADAAG and the ADA as
they may be changed or modified after the date of substantial completion of the
Work for the initial Premises, to the extent such requirements apply generally
to business offices and not to Tenant's particular use, and Landlord may include
the expenses of such compliance in Expenses (if and to the extent allowed
pursuant to Section 2A(i)(b)); and (f) except as provided above, Tenant shall be
responsible for all Title III compliance and costs in connection with the
Premises, including structural work, if any, and including any leasehold
improvements or other work to be performed in the Premises under or in
connection with this Lease. Except as set forth above with respect to Landlord's
Title III obligations, Tenant shall be solely responsible for all other
requirements under the ADA relating to Tenant or any affiliates or persons or
entities related to Tenant, operations of Tenant or its affiliates, or the
Premises, including, without limitation, requirements under Title I of the ADA
pertaining to Tenant's employees.

9

5.   BUILDING SERVICES.

A.   Basic Services. Landlord shall furnish the following services: (i)
--------------
heating and air conditioning to provide a temperature condition required for
comfortable occupancy of the Premises under normal business operations, and
meeting the specifications attached hereto as Exhibit E (assuming customary
commercial business operations and densities of personnel and heat-generating
equipment not exceeding the assumed density and capacity set forth in Schedule 1
of the Work Letter Agreement), weekdays during the continuous 11-hour period
designated by Tenant (which period must include the period from 8:00 A.M. to
6:00 P.M.), and Saturdays from 8:00 A.M. to 1:00 P.M., holidays excepted; (ii)
water for drinking, and water for any private restrooms and office kitchen
requested by Tenant; (iii) men's and women's restrooms with tempered running
water at locations designated by Landlord and in common with other tenants of
the Building; (iv) daily janitor service in the Premises and common areas of the
Building, weekends and holidays excepted, including periodic outside window
washing of the perimeter windows in the Premises (the current specifications for
such janitor service are attached hereto as Exhibit F [and are subject to change
from time to time in Landlord's reasonable discretion, provided such
specifications are commensurate with those of Class A office buildings in
Schaumburg, Illinois]); (v) elevator service in common with Landlord and other
tenants of the Building, 24 hours a day, 7 days a week (including a "swing"
elevator for moving freight, provided the moving of freight within the Building
is subject to reasonable scheduling by Landlord); (vi) snow and ice removal from
the sidewalks at the entrances to the Building within a reasonable period after
it has stopped accumulating; (vii) vermin control, if necessary; and (viii) a
card reader system for access to the floors of the Building and after-hours
access to the Building entrances (not later than the Commencement Date Landlord
shall provide a reasonable number of access cards to Tenant for its employees
and the costs thereof shall be included in Expenses [additional or replacement
access cards will be provided at Tenant's expense]); at least four surveillance
cameras monitoring access points to the Building as well as cameras monitoring
any parking deck serving the Building; a security desk in the lobby of the
Building manned, at a minimum, during the hours of 7:00 A.M. to 11:00 P.M.,
weekends and holidays excepted. For purposes of this Section 5.A, "holidays"
shall mean New Years Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas, as well as, at Landlord's election, any other day
that the majority of Class A office buildings in Schaumburg, Illinois treat as a
public holiday.

B.   Electricity. Electricity shall be distributed to the Premises by
-----------
the electric utility company serving the Building (as reasonably designated by
Landlord from time to time) and Landlord shall permit Landlord's wire and
conduits, to the extent available, suitable and safely capable, to be used for
such distribution. Tenant at its cost shall make all necessary arrangements with
the electric utility company for metering and paying for electric current
furnished to the Premises. All electricity used during the performance of
janitor service, or the making of any alterations or repairs in the Premises, or
the operation of any special air conditioning systems serving the Premises,
shall be paid for by Tenant.

10

C.    Telephones. Tenant shall be responsible for arranging for its own
----------
telecommunications services at the Premises. All telegraph, telephone, and
electric connections which Tenant may desire shall be first approved by Landlord
in writing (which approval shall not be unreasonably withheld), before the same
are installed, and the location of all wires and the work in connection
therewith shall be performed by contractors approved by Landlord (which approval
shall not be unreasonably withheld, conditioned or delayed) and shall be subject
to the direction of Landlord. Tenant shall be responsible for and shall pay all
costs incurred in connection with the installation of telephone cables and
related wiring in the Premises, including, without limitation, any hook-up,
access and maintenance fees related to the installation of such wires and cables
in the Premises and the commencement of services therein, and the maintenance
thereafter of such wire and cables; and there shall be included in Expenses for
the Building all installation, hook-up or maintenance costs incurred by Landlord
in connection with telephone cables and related wiring in the Building which are
not allocable to any individual users of such service but are allocable to the
Building generally. If Tenant fails to maintain all telephone cables and related
wiring in the Premises, such failure adversely affects or interferes with the
operation or maintenance of any other telephone cables or related wiring in the
Building and such failure continues for more than 24 hours after written notice
from Landlord to Tenant at the Premises, Landlord or any vendor hired by
Landlord may enter into and upon the Premises forthwith and perform such
repairs, restorations or alterations as Landlord reasonably deems necessary in
order to eliminate any such interference (and Landlord may recover from Tenant
all of Landlord's reasonable costs in connection therewith). Upon expiration of
the Term hereof Tenant shall remove all telephone cables and related wiring
installed by or for Tenant which Landlord requests Tenant to remove (provided
Tenant shall not be required to remove cables and wiring contained within the
Premises). Tenant agrees that neither Landlord nor any of its agents or
employees shall be liable to Tenant, or any of Tenant's employees, agents,
customers or invitees or anyone claiming through, by or under Tenant, for any
damages, injuries, losses, expenses, claims or causes of action because of any
interruption, diminution, delay or discontinuance at any time for any reason in
the furnishing of any telecommunications service to the Premises or the
Building. The foregoing waiver shall not excuse Landlord from liability arising
from Landlord's negligence or wilful misconduct (subject to Section 10C).

D.    Additional Services. Landlord shall not be obligated to furnish
-------------------
any services other than those stated above. If Landlord elects to furnish
services requested by Tenant in addition to those stated above (including
services at times other than those stated above), Tenant shall pay Landlord's
then-prevailing, reasonable charges for such services. If Tenant shall fail to
make any such payment, Landlord may, without notice to Tenant and in addition to
all other remedies available to Landlord, discontinue any additional services.
No discontinuance of any such additional service shall result in any liability
of Landlord to Tenant or be considered as an eviction or a disturbance of
Tenant's use of the Premises. In addition, if Tenant's concentration of
personnel or equipment adversely affects the temperature or humidity in the
Premises or the Building and such condition continues for more than 20 days
after written notice from Landlord, Landlord may install supplementary air
conditioning units in the Premises; and Tenant shall pay for the reasonable cost
of installation, operation and maintenance thereof. Landlord will allow Tenant
to use the Building's excess chilled water (i.e., chilled water not used for the
base Building air conditioning facilities), if

11

any, for the operation of package air conditioning units in the Premises. Such
package units shall be installed and maintained by Tenant at its sole expense.
Landlord, as part of the Work, will install a flow meter to measure Tenant's
consumption of chilled water in the operation of Tenant's separate air
conditioning units and Tenant shall pay for such chilled water, at Landlord's
actual cost (as reasonably determined by Landlord), within 30 days after being
billed therefor.

E.   Failure or Delay in Furnishing Services. Tenant agrees that
---------------------------------------
Landlord shall not be liable for damages for failure or delay in furnishing any
service stated above if such failure or delay is caused, in whole or in part, by
any one or more of the events stated in Section 25J below, nor shall any such
failure or delay be considered to be an eviction or disturbance of Tenant's use
of the Premises, or relieve Tenant from its obligation to pay any Rent when due,
or from any other obligations of Tenant under this Lease. Notwithstanding the
foregoing, if as a result of a negligent act or omission of Landlord or any
employee of Landlord (as distinguished from an act or omission of Tenant or the
occurrence of an event of force majeure [as defined in Section 25J hereof] or
the occurrence of a fire or other casualty which is covered by Section 12
hereof), any service to the Premises as described above is not furnished to the
Premises and if as a result thereof the Premises, or a "material part" (as
defined below) of the Premises, is rendered untenantable or inaccessible for a
period of five business days in any ten-day period, and Tenant does not occupy
the Premises, or such material part thereof which is rendered untenantable or
inaccessible, during such period, then as Tenant's sole remedy for such failure
to furnish such service, Base Rent and Adjustment Rent payable for such portion
of the Premises which Tenant does not so occupy shall abate for the period
commencing as of the beginning of such period and expiring on the date such
service is restored or Tenant is able to resume occupancy of the Premises or
such material part thereof, as the case may be. (As used herein, the phrase
"material part" shall mean an amount in excess of 5% of the rentable area of the
Premises.)

6.   RULES AND REGULATIONS. Tenant shall observe and comply and shall
cause its subtenants, assignees, invitees, employees, contractors and agents to
observe and comply, with the rules and regulations listed on Exhibit B attached
hereto and with such reasonable modifications and additions thereto as Landlord
may make from time to time. Landlord shall not be liable for failure of any
person to obey such rules and regulations. Landlord shall use reasonable efforts
to enforce such rules and regulations against other tenants, provided the
failure or inability of Landlord to enforce any such rules and regulations shall
not constitute a waiver thereof or relieve Tenant from compliance therewith.
Landlord shall not unreasonably discriminate against Tenant in the enforcement
of the rules and regulations.

7.   CERTAIN RIGHTS RESERVED TO LANDLORD. Landlord reserves the
following rights, each of which Landlord may exercise without notice to Tenant
(except as otherwise provided) and without liability to Tenant, and the exercise
of any such rights shall not be deemed to constitute an eviction or disturbance
of Tenant's use or possession of the Premises and shall not give rise to any
claim for set-off or abatement of rent or any other claim: (a) subject to
Section 34, upon not less than 120 days' prior written notice, to change the
name or street address of the Building or the suite number of any part of the
Premises; (b) subject to Section 34, to install, affix and maintain

12

any and all signs on the exterior or interior of the Building; (c) to make
repairs, decorations, alterations, additions, or improvements, whether
structural or otherwise, in and about the Building, and for such purposes, upon
not less than 24 hours' written notice to Tenant (excluding emergencies, when no
such notice shall be required), to enter upon the Premises, temporarily close
doors, corridors and other areas in the Building and interrupt or temporarily
suspend services or use of common areas, provided, however, Landlord shall use
reasonable efforts to schedule such work for Tenant's convenience and if such
repairs, decorations, alterations, additions or improvements are for the sole
benefit of a party other than Tenant, and such work will adversely impact
Tenant's operations within the Premises, at the request of Tenant, Landlord
shall conduct such repairs, decorations, alterations, additions or improvements
at hours other than normal business hours with the cost associated with such
after-hours work borne by Landlord or the party benefitting from such work; (d)
to retain at all times, and to use in appropriate instances, upon not less than
24 hours' oral or telephonic notice to Tenant at the Premises (excluding
emergencies, when no such notice shall be required), keys to all doors within
and into the Premises; (e) to grant to any person or to reserve unto itself the
exclusive right to conduct any business or render any service in the Building
(other than the financial services offered by the companies of the Zurich
Financial Services Group [the foregoing should not be construed to be the grant
of an exclusive right in favor of Tenant to render such services in the
Building]); (f) to show or inspect the Premises at reasonable times (but, with
respect to prospective tenants, only during the last year of the Term [taking
into account Tenant's exercise of the Contraction Option or the Termination
Option (as hereinafter defined)] or when the Premises are vacated or abandoned);
(g) to install, use and maintain in and through the Premises (behind walls, over
ceilings or under floors), pipes, conduits, wires and ducts serving the
Building, provided that such installation, use and maintenance does not
unreasonably interfere with Tenant's use or enjoyment of the Premises; and (h)
to take any other reasonable action in connection with the operation,
maintenance or preservation of the Building.

8. MAINTENANCE AND REPAIRS. Landlord shall maintain in good order and
repair the structural elements, roof, exterior walls and windows and public
common areas of the Building, and the base Building plumbing, heating,
ventilating and air conditioning systems. Subject to Tenant's obligations
pursuant to this Section 8, Landlord shall also perform any maintenance or make
any repairs to the Building as Landlord may reasonably deem necessary for the
safety, operation or preservation of the Building, or as Landlord may be
required or requested to do by any governmental authority or by the order or
decree of any court or by any other proper authority. The costs and expenses of
Landlord's maintenance and repairs shall be included in Expenses, except to the
extent prohibited pursuant to Section 2A(i). Tenant, at its expense, shall
maintain and keep the Premises (excluding the structural components) in good
order and repair at all times during the Term. In addition, subject to Section
10C, Tenant shall reimburse Landlord for the cost of any repairs to the Building
necessitated by the acts or omissions of Tenant, its subtenants, assignees,
invitees, employees, contractors and agents.

13

9.   ALTERATIONS.

A.   Requirements. Tenant shall not make any replacement, alteration,
------------
improvement or addition to or removal from the Premises (collectively an
"alteration") without the prior written consent of Landlord. Notwithstanding the
foregoing, no consent shall be necessary for a Cosmetic Alteration. A "Cosmetic
Alteration" means any decorative or cosmetic alteration that (i) together with
all other related alterations performed by Tenant does not cost more than
$250,000, in the aggregate, (ii) does not require the issuance of a building
permit and (iii) does not adversely affect the structural elements of the
Building or the base Building mechanical, electrical or plumbing systems, the
architectural aesthetics of the Building, the common areas of the Building or
the use by other tenants in the Building of their demised premises (provided
that even if Landlord's consent is not necessary for such a Cosmetic Alteration,
Tenant shall notify Landlord in advance prior to performing the Cosmetic
Alteration). In the event Tenant proposes to make any alteration, Tenant shall,
prior to commencing such alteration, submit to Landlord for prior written
approval: (i) detailed plans and specifications (other than a Cosmetic
Alteration); (ii) sworn statements (of the type customarily delivered by tenants
in Illinois with respect to leasehold improvement work performed by tenants),
including the names, addresses and, with respect to alterations costing more
than $25,000, in the aggregate, copies of contracts for all contractors; (iii)
all necessary permits evidencing compliance with all applicable governmental
rules, regulations and requirements (other than a Cosmetic Alteration); (iv)
certificates of insurance in form and amounts required by Landlord, adding
Landlord and any other parties reasonably designated by Landlord with an
interest in the Building (such as the Building Manager and any mortgagees) as
additional insureds; and (v) all other documents and information as Landlord may
reasonably request in connection with such alteration. Tenant agrees to pay
Landlord's reasonable and customary out-of-pocket costs and expenses incurred in
connection with review of all such items and Landlord's standard hourly charges
for supervision of the alteration (excluding alterations not requiring
Landlord's consent as provided above). Neither approval of the plans and
specifications nor supervision of the alteration by Landlord shall constitute a
representation or warranty by Landlord as to the accuracy, adequacy, sufficiency
or propriety of such plans and specifications or the quality of workmanship or
the compliance of such alteration with applicable law. Tenant shall pay the
entire cost of the alteration and, if requested by Landlord and if the cost of
the alteration might exceed $250,000, shall deposit with Landlord prior to the
commencement of the alteration, security for the payment and completion of the
alteration in form and amount required by Landlord (provided such security shall
not be required if Zurich American Insurance Company or any Affiliate [as
hereinafter defined] is the Tenant). Each alteration shall be performed in a
good and workmanlike manner, in accordance with the plans and specifications
approved by Landlord, and shall meet or exceed the standards for construction
and quality of materials established by Landlord for the Building. In addition,
each alteration shall be performed in compliance with all applicable
governmental and insurance company laws, regulations and requirements. Each
alteration shall be performed in harmony with Landlord's employees, contractors
and other tenants. Each alteration, whether temporary or permanent in character,
made by Landlord or Tenant in or upon the Premises (excepting only Tenant's
furniture, equipment and trade fixtures) shall become Landlord's property and
shall remain upon the Premises at the expiration or termination of this Lease
without compensation to Tenant; provided, however, that Landlord shall have the
right

14

to require Tenant to remove such alteration at Tenant's sole cost and expense in
accordance with the provisions of Section 15 of this Lease. Notwithstanding
anything contained in this Section 9A to the contrary, if Landlord gives its
consent or approval, pursuant to the provisions of this Section 9A, to allow
Tenant to make any alterations in the Premises, Landlord agrees to notify Tenant
in writing at the time of the giving of such consent or approval whether
Landlord will reserve the right to require Tenant to remove such alterations at
the termination or expiration of this Lease (notwithstanding the foregoing,
Tenant shall be obligated to remove raised computer flooring and supplemental
HVAC equipment, even if Landlord fails to notify Tenant of such obligation at
the time Landlord consents to such an alteration). Tenant shall be required to
close any floor openings created for Tenant, excluding floor openings for
internal stairways. The provisions of this Section 9A do not apply to the "Work"
to be performed by Landlord in accordance with Exhibit C.

B.    Liens. Upon completion of any alteration, Tenant shall promptly
-----
furnish Landlord with sworn owner's and contractor's statements and full and
final waivers of lien covering all labor and materials included in such
alteration. Tenant shall not permit any mechanic's lien to be filed against the
Building, or any part thereof, arising out of any alteration performed, or
alleged to have been performed, by or on behalf of Tenant. If any such lien is
filed, Tenant shall within twenty days thereafter have such lien released of
record or deliver to Landlord a bond in form, amount, and issued by a surety
satisfactory to Landlord, indemnifying Landlord against all costs and
liabilities resulting from such lien and the foreclosure or attempted
foreclosure thereof. If Tenant fails to have such lien so released or to deliver
such bond to Landlord, Landlord, without investigating the validity of such
lien, may pay or discharge the same; and Tenant shall reimburse Landlord upon
demand for the amount so paid by Landlord, including Landlord's expenses and
reasonable attorneys' fees.

C.    Union Labor. Tenant hereby agrees that it will employ, and will
-----------
cause its subtenants and assignees to employ, only contractors and
subcontractors subject to collective bargaining agreements with unions
affiliated with the AFL-CIO Building Trades Department (or any successor
organization) to perform alterations at the Premises.

10.   INSURANCE.

A.    Tenant's Insurance. Tenant, at its expense, shall maintain at all
------------------
times during the Term the following insurance policies: (a) fire insurance,
including extended coverage, vandalism, malicious mischief, sprinkler leakage,
water damage and all risk coverage and demolition and debris removal, insuring
the full replacement cost of all improvements, alterations or additions to the
Premises made at Tenant's expense, and all other property owned or used by
Tenant and located in the Premises; (b) commercial general liability insurance,
including blanket contractual liability insurance, with respect to the Building
and the Premises, with limits to be reasonably set by Landlord from time to time
(not in excess of the amounts then generally required by landlords of Class A
office buildings in Schaumburg, Illinois) but in any event not less than
$3,000,000 each occurrence combined single limit for bodily injury, sickness or
death or for damage to or destruction of property, including loss of use
thereof; (c) workers' compensation and occupational disease insurance with
Illinois statutory benefits and employers liability insurance with limits of not
less than $3,000,000

15

each accident, each disease and aggregate for disease; and (d) insurance against
such other risks and in such other amounts (not in excess of the amounts then
generally required by landlords of Class A office buildings in Schaumburg,
Illinois) as Landlord may from time to time reasonably require. The form of all
such policies and deductibles thereunder shall be subject to Landlord's prior
approval (which shall not be unreasonably withheld, conditioned or delayed). All
such policies shall be issued by insurers reasonably acceptable to Landlord (at
a minimum rated not less than A-VIII in Best's Insurance Guide) and licensed to
do business in Illinois. In addition, the commercial general liability policy
shall add Landlord, its property manager, any mortgage lender (currently The
Travelers Insurance Company), their respective successors and assigns, and any
other parties reasonably designated by Landlord with an interest in the Building
as additional insureds. All policies shall require at least thirty (30) days'
prior written notice to Landlord of termination or material reduction in
coverage and shall be primary and not contributory. Tenant shall at least ten
(10) days prior to the Commencement Date, and within ten (10) days prior to the
expiration of each such policy, deliver to Landlord certificates evidencing the
foregoing insurance or renewal thereof, as the case may be.

B.    Landlord's Insurance. Landlord shall at all times during the Term
--------------------
carry a policy of insurance which insures the Building, including the Premises
(and including the improvements paid for with Landlord's Contribution [as
defined in the Work Letter Agreement]), against loss or damage by fire or other
casualty (namely, the perils against which insurance is afforded by a fire
insurance policy with "special cause of loss coverage) in an amount not less
than 90% of the replacement cost of the Building (excluding foundations);
provided, however, that Landlord shall not be responsible for, and shall not be
obligated to insure against, any loss of or damage to any personal property of
Tenant, or which Tenant may have in the Building or the Premises or any trade
fixtures installed by or paid for by Tenant on the Premises or any additional
improvements which Tenant may construct on the Premises. If any alterations or
improvements made by Tenant pursuant to Section 9 hereof result in an increase
of the premiums charged during the Term on the casualty insurance carried by
Landlord on the Building, then the cost of such increase in insurance premiums
shall be borne by Tenant, which shall reimburse Landlord for the same as
additional rent after being billed therefor. Landlord shall also carry
commercial general liability insurance with respect to the Building in amounts
and with coverages as is reasonably prudent (or may self-insure against the
liabilities covered by such insurance). Such policy shall be excess and
non-contributory of Tenant's liability policies. All insurance policies carried
by Landlord shall be issued by insurers rated, at a minimum, not less than A-
VIII in Best's Insurance Guide. The cost of all insurance maintained by Landlord
shall be included in Expenses.

C.    Mutual Waiver of Subrogation. Landlord and Tenant each agree that
----------------------------
neither Landlord nor Tenant (nor their respective successors or assigns) will
have any claim against the other for any loss, damage or injury to property
which is covered by insurance carried by either party (or which would have been
covered if the respective party had carried the insurance required by this
Lease), notwithstanding the negligence of either party in causing the loss. Each
party agrees to obtain an agreement from its insurer permitting the foregoing
waiver if the policy does not expressly permit a waiver of subrogation.

16

11.   WAIVER AND INDEMNITY.

A.    Tenant's Waiver. Tenant releases Landlord, its property manager
---------------
and their respective agents and employees from, and waives all claims for,
damage or injury to person or property and loss of business sustained by Tenant
and resulting from the Building or the Premises or any part thereof or any
equipment therein becoming in disrepair, or resulting from any accident in or
about the Building or the Complex. This paragraph shall apply particularly, but
not exclusively, to flooding, damage caused by Building equipment and apparatus,
water, snow, frost, steam, excessive heat or cold, broken glass, sewage, gas,
odors, excessive noise or vibration or the bursting or leaking of pipes,
plumbing fixtures or sprinkler devices. Without limiting the generality of the
foregoing, Tenant waives all claims and rights of recovery against Landlord, its
property manager and their respective agents and employees for any loss or
damage to any property of Tenant, which loss or damage is insured against, or
required to be insured against, by Tenant pursuant to Section 10 above, whether
or not such loss or damage is due to the fault or negligence of Landlord, its
property manager or their respective agents or employees, and regardless of the
amount of insurance proceeds collected or collectible under any insurance
policies in effect. The foregoing release and waivers do not apply to claims
caused by Landlord's wilful misconduct.

B.    Tenant's Indemnity. Tenant agrees to indemnify, defend and hold
------------------
harmless Landlord, its property manager and their respective agents and
employees, from and against any and all claims, demands, actions, liabilities,
damages, costs and expenses (including reasonable attorneys' fees), for injuries
to any third parties and damage to or theft or misappropriation or loss of
property of third parties occurring in or about the Building and arising from
any breach or default on the part of Tenant in the performance of any covenant
or agreement on the part of Tenant to be performed under this Lease or due to
any other act or omission of Tenant, its subtenants, assignees, invitees,
employees, contractors and agents. Without limiting the foregoing, Tenant shall
indemnify, defend and hold Landlord harmless from any claims, liabilities,
damages, costs and expenses arising out of the use or storage of hazardous or
toxic materials in the Building by Tenant. If any such proceeding is filed
against Landlord or any such indemnified party, Tenant agrees to defend Landlord
or such party in such proceeding at Tenant's sole cost, if requested by
Landlord. Notwithstanding anything contained in this Section 11B to the
contrary, Tenant shall not be required to indemnify Landlord, its property
manager or their respective agents and employees from or in respect of any claim
or matter which results from the negligence or wilful misconduct of Landlord,
its property manager or their respective agents and employees, except to the
extent that such claim or matter is insured against, or required to be insured
against, by Tenant pursuant to Section 10 of this Lease (regardless of the
amount of insurance proceeds collected or collectible under any insurance
policies in effect).

C.    Landlord's Waiver. Landlord releases Tenant and waives all claims
-----------------
and rights of recovery against Tenant and its agents and employees for any
damage or injury to person or property or loss of business sustained by
Landlord, which damage, injury or loss is insured against, or required to be
insured against, by Landlord pursuant to Section 10 above, whether or not such
loss or damage is due to the fault or negligence of Tenant or its agents or
employees, and regardless of

17

the amount of insurance proceeds collected or collectible under any insurance
policies in effect. The foregoing release and waiver do not apply to a claim
caused by Tenant's wilful misconduct.

D.    Landlord's Indemnity. Landlord agrees to indemnify, defend and
--------------------
hold harmless Tenant and its agents and employees, from and against any and all
claims, demands, actions, liabilities, damages, costs and expenses (including
reasonable attorneys' fees), for injuries to any third parties and damage to or
theft or misappropriation or loss of property of third parties occurring in or
about the Building and arising from any breach or default on the part of
Landlord in the performance of any covenant or agreement on the part of Landlord
to be performed under this Lease or due to any other act or omission of Landlord
or its employees, contractors and agents. Without limiting the foregoing,
Landlord shall indemnify, defend and hold Tenant harmless from any claims,
liabilities, damages, costs and expenses arising out of the use or storage of
hazardous or toxic materials in the Building by Landlord. If any such proceeding
is filed against Tenant or any such indemnified party, Landlord agrees to defend
Tenant or such party in such proceeding at Landlord's sole cost, if requested by
Tenant. Notwithstanding anything contained in this Section 11D to the contrary,
Landlord shall not be required to indemnify Tenant or its agents and employees
from or in respect of any claim or matter which results from the negligence or
wilful misconduct of Tenant or its agents and employees, except to the extent
that such claim or matter is insured against, or required to be insured against,
by Landlord pursuant to Section 10 of this Lease (regardless of the amount of
insurance proceeds collected or collectible under any insurance policies in
effect).

12.   FIRE AND CASUALTY. Upon a fire or other casualty affecting the
Building, Landlord, with commercially reasonable diligence and promptness, shall
restore the Building. Notwithstanding the foregoing, if (i) all or a substantial
part of the Premises or the Building is rendered untenantable by reason of fire
or other casualty or (ii) a fire or casualty occurs during the last 12 months of
the Term (taking into account any Extension Option [as hereinafter defined] that
has been exercised prior to date of the fire or casualty), Landlord may, at its
option, either restore the Premises and the Building, or terminate this Lease
effective as of the date of such fire or other casualty. Landlord agrees to give
Tenant written notice within 60 days after the occurrence of any such fire or
other casualty designating whether Landlord elects to so restore or terminate
this Lease. If Landlord elects to terminate this Lease, Rent shall be paid
through and apportioned as of the date of such fire or other casualty. If
Landlord elects to restore, Landlord's obligation to restore the Premises shall
be limited to restoring those improvements in the Premises existing as of the
date of such fire or other casualty which were made at Landlord's expense and
shall exclude any furniture, equipment, fixtures, additions, alterations or
improvements in or to the Premises which were made at Tenant's expense. Provided
Landlord has carried the property insurance required to be carried by Landlord
pursuant to Section 10B, Landlord shall not be obligated to restore the Premises
if Landlord does not receive insurance proceeds in an amount sufficient to pay
all of the costs of such restoration (in which case if Landlord elects not to
restore, this Lease shall terminate as of the date of the fire or casualty). If
Landlord elects to restore, Rent shall abate for that part of the Premises which
is untenantable on a per diem basis from the date of such fire or other casualty
until Landlord has substantially completed its repair and restoration work and
obtained a certificate of occupancy relating to its work (if required), provided
that Tenant does not occupy such part of the Premises

18

during said period. Notwithstanding anything contained in this Section 12 to the
contrary, within 60 days after the date of any fire or other casualty which
renders all or a substantial part of the Premises or the Building untenantable,
Landlord shall provide to Tenant in writing Landlord's good faith estimate of
the time required by Landlord to restore the Premises. If Landlord's good faith
estimate of the time required to restore the Premises exceeds 270 days from the
date of such fire or casualty, then Tenant shall have the right, exercisable by
written notice to Landlord within 15 days after delivery of Landlord's good
faith estimate, to terminate this Lease as of the date of such fire or other
casualty. Notwithstanding the foregoing, Tenant shall have no right to terminate
this Lease if the fire or other casualty was caused, in whole or in part, by the
negligence or intentional misconduct of Tenant or Tenant's agents, employees,
contractors, invitees, subtenants or assigns.

13. CONDEMNATION. If the Premises or the Building is rendered
untenantable by reason of a condemnation (or by a deed given in lieu thereof),
then either party may terminate this Lease by giving written notice of
termination to the other party within 30 days after such condemnation, in which
event this Lease shall terminate effective as of the date which is the day
immediately preceding the date of such condemnation. If this Lease so
terminates, Rent shall be paid through and apportioned as of such termination
date. If such condemnation does not render the Premises or the Building
untenantable, this Lease shall continue in effect and Landlord shall promptly
restore the portion not condemned to the condition existing prior to the
condemnation. In such event, however, Landlord shall not be required to expend
an amount in excess of the proceeds received by Landlord from the condemning
authority (in which case if Landlord elects not to restore, this Lease shall
terminate as of the date of the condemnation). Landlord reserves all rights to
compensation for any condemnation. Tenant hereby assigns to Landlord any right
Tenant may have to such compensation, and Tenant shall make no claim against
Landlord or the condemning authority for compensation for termination of
Tenant's leasehold interest under this Lease or interference with Tenant's
business, provided, however, Tenant may pursue a separate claim against the
condemning authority for Tenant's moving costs and the book value of any
leasehold improvements to the Premises paid for by Tenant so long as such claim
will not adversely affect or diminish any award or compensation otherwise
recoverable by Landlord.

14.  ASSIGNMENT AND SUBLETTING.

A.   Landlord's Consent. Tenant shall not, without the prior written
------------------
consent of Landlord (which consent, with respect to a proposed assignment or
subletting, shall not be unreasonably withheld or conditioned as provided in
Section 14B): (i) assign, convey, mortgage or otherwise transfer this Lease or
any interest hereunder, or sublease the Premises, or any part thereof, whether
voluntarily or by operation of law; or (ii) permit the use of the Premises by
any person other than Tenant and its employees. Any such transfer, sublease or
use described in the preceding sentence (a "Transfer") occurring without the
prior written consent of Landlord shall be void and of no effect. Landlord's
consent to any Transfer shall not constitute a waiver of Landlord's right to
withhold its consent to any future Transfer. Landlord's consent to any Transfer
or acceptance of rent from any party other than Tenant shall not release Tenant
from any covenant or obligation under this Lease. Landlord may require as a
condition to its consent to any assignment of this Lease that the assignee

19

execute an instrument in which such assignee assumes the obligations of Tenant
hereunder. In no case may Tenant assign this Lease to more than one person or
entity (provided the foregoing limitation shall not limit an assignment to a
single partnership or joint venture). For the purposes of this paragraph, the
transfer (whether direct or indirect) of all or a majority of the capital stock
in a corporate Tenant (other than the shares of the capital stock of a corporate
Tenant whose stock is publicly traded or the sale of stock in an "initial public
offering") or the merger, consolidation or reorganization of such Tenant and the
transfer of all or any general partnership interest in any partnership Tenant
shall be considered a Transfer if, after the conclusion of such transaction,
Tenant has a net worth of less than $100 million. If Tenant is a general or
limited partnership (or is comprised of two or more persons or entities), the
change or conversion of Tenant to (i) a limited liability company, (ii) a
limited liability partnership or (iii) any other entity which possesses the
characteristics of limited liability shall be prohibited unless the prior
written consent of Landlord is obtained, which consent may be withheld in
Landlord's sole discretion. Any such change or conversion without Landlord's
consent shall not release the individuals or entities comprising Tenant from
personal liability hereunder. Notwithstanding anything contained in this Section
14A to the contrary, provided Tenant is not then in Default under this Lease,
Tenant shall have the right to assign this Lease or sublease the Premises, or
any part thereof, to an "Affiliate" (as defined below) without the prior written
consent of Landlord, but only upon prior written notice to Landlord and subject
to all of the other provisions of this Lease, specifically including, without
limitation, the continuation of liability of Tenant under this Lease. Upon an
assignment of this Lease to an Affiliate, the Affiliate shall assume the
obligations of the tenant under this Lease from and after the effective date of
such assignment pursuant to a written assumption agreement executed and
delivered to Landlord promptly after the effective date of such assignment.
"Affiliate" shall mean any corporation or other entity controlling, controlled
by or under the common control with Tenant or the surviving entity formed as a
result of a merger or consolidation with Tenant. The word "control," as used
herein, shall mean the power to direct or cause the direction of the management
and policies of the controlled entity (i) through ownership of more than 50% of
the voting securities in such controlled entity or (ii) by virtue of voting
trusts or other contractual arrangements. Nothing contained in this Section 14A
shall permit an assignment of this Lease or the subleasing of the Premises to
any Affiliate that is disreputable, non-creditworthy or otherwise not in keeping
with the nature or class of tenants in a Class A office building. Landlord
hereby acknowledges that, as of the date of Landlord's execution of this Lease,
Zurich Kemper Life Insurance Company is an Affiliate of Tenant that is also, for
purposes of this Section 14A, reputable, creditworthy and in keeping with the
nature and class of tenants in a Class A office building.

B.  Standards for Consent. If Tenant desires the consent of Landlord to
---------------------
a Transfer, Tenant shall submit to Landlord, at least 20 days prior to the
proposed effective date of the Transfer, a written notice which includes such
information as Landlord may reasonably require about the proposed Transfer and
the transferee. If Landlord does not exercise its recapture right pursuant to
Section 14C, Landlord shall not unreasonably withhold its consent to any
assignment or sublease. Landlord shall not be deemed to have unreasonably
withheld its consent if, in the judgment of Landlord: (i) the transferee is of a
character or engaged in a business which is not in keeping with the standards or
criteria used by Landlord in leasing the Building; (ii) the financial condition
of the

20

transferee is such that it is reasonably likely that it will not be able to
perform its obligations in connection with this Lease; (iii) the purpose for
which the transferee intends to use the Premises or portion thereof or the
identity of the transferee is in violation of the terms of this Lease or the
lease of any other tenant in the Building; (iv) the transferee is a tenant of or
negotiating for space in the Building and Landlord has comparable space in the
Building available to lease to such party; or (v) any other basis that Landlord
reasonably deems appropriate. If Landlord consents to any Transfer (other than a
Transfer to an Affiliate), Tenant shall pay to Landlord one-half of all rent and
other consideration received by Tenant in excess of the Rent paid by Tenant
hereunder for the portion of the Premises so transferred (after deducting
therefrom the amount of all reasonable brokerage commissions, advertising
expenses, rent abatements, space planning fees, legal fees, cash allowances and
tenant improvement costs actually paid or incurred by Tenant in connection with
such Transfer). Such rent shall be paid as and when received by Tenant. In
addition, Tenant shall pay to Landlord any reasonable attorneys' fees and
reasonable and customary expenses incurred by Landlord in connection with any
proposed Transfer, whether or not Landlord consents to such Transfer (such legal
fees shall not exceed $1,000 for a typical transaction using customary forms).
If Landlord wrongfully withholds its consent to any Transfer, Tenant's sole and
exclusive remedy therefor shall be to seek specific performance of Landlord's
obligation to consent to such Transfer.

C.  Recapture. Landlord shall have the right to terminate this Lease as
---------
to that portion of the Premises covered by an assignment (other than an
assignment to an Affiliate). Landlord may exercise such right to terminate by
giving notice to Tenant at any time within 20 days after the date on which
Tenant has furnished to Landlord all of the items required under Section 14B
above. If Landlord exercises such right to terminate, Landlord shall be entitled
to recover possession of the entire Premises on the later of (i) the effective
date of the proposed assignment, or (ii) 60 days after the date of Landlord's
notice of termination. In the event Landlord exercises such right to terminate,
Landlord shall have the right to enter into a lease with the proposed assignee
without incurring any liability to Tenant on account thereof. To avoid Landlord
having the right to recapture after Tenant has exerted time and expense
marketing the Premises, Tenant may notify Landlord in advance of Tenant's desire
to assign this Lease. Such notice shall specify the desired effective date
(which shall not be less than 60 days after the delivery of Tenant's notice).
Landlord shall have the right to terminate this Lease as to the entire Premises
on the terms set forth above in this Section 14C by giving notice to Tenant
within 20 days after receipt of Tenant's notice. If Tenant so notifies Landlord
in advance of a desired assignment and Landlord declines to exercise its
recapture right, Landlord may not terminate this Lease on account of any
proposed assignment by Tenant within the 180 day period after the giving of
Tenant's initial notice. The foregoing shall not limit or impair Tenant's
obligation to obtain Landlord' consent to any such assignment.

15. SURRENDER. Upon termination of the Term or Tenant's right to
possession of the Premises, Tenant shall return the Premises to Landlord in good
order and condition, ordinary wear and damage by fire or other casualty
excepted. If Landlord requires Tenant to remove any alterations pursuant to
Section 9, then such removal shall be done in a good and workmanlike manner; and
upon such removal Tenant shall restore the Premises to its condition prior to
the installation of such alterations. With respect to the initial "Work"
described in Exhibit C, Tenant shall only be required to remove raised computer
flooring, supplemental HVAC equipment, cables and wiring [excluding

21

cables and wiring within the Premises] and items specified by Landlord in
writing when it approves the Construction Documents. Tenant shall be required to
close any floor openings created for Tenant, excluding floor openings for
internal stairways. Tenant may not remove the generator described in Section 3,
which shall remain Landlord's property. If Tenant does not remove such
alterations after request to do so by Landlord, Landlord may remove the same and
restore the Premises; and Tenant shall pay the cost of such removal and
restoration to Landlord upon demand. Tenant shall also remove its furniture,
equipment, trade fixtures and all other items of personal property from the
Premises prior to the termination of the Term or Tenant's right to possession of
the Premises. If Tenant does not remove such items, Tenant shall be conclusively
presumed to have conveyed the same to Landlord without further payment or credit
by Landlord to Tenant; or at Landlord's sole option such items shall be deemed
abandoned, in which event Landlord may cause such items to be removed and
disposed of at Tenant's expense, without notice to Tenant and without obligation
to compensate Tenant.

16.   DEFAULTS AND REMEDIES.

A.    Tenant's Default. The occurrence of any of the following shall
----------------
constitute a default (a "Default") by Tenant under this Lease: (i) Tenant fails
to pay any Rent when due (and, only with respect to the first two of such
defaults within any 12-month period, such default shall continue for five
business days after written notice to Tenant); (ii) Tenant fails to perform any
other provision of this Lease and such failure is not cured within 30 days (or
immediately if the failure involves a hazardous condition) after written notice
from Landlord; (iii) the leasehold interest of Tenant is levied upon or attached
under process of law; (iv) Tenant or any guarantor of this Lease dies or
dissolves; or (v) any voluntary or involuntary proceedings are filed by or
against Tenant or any guarantor of this Lease under any bankruptcy, insolvency
or similar laws and, in the case of any involuntary proceedings, are not
dismissed within 30 days after filing.

B.    Right of Re-Entry. Upon the occurrence of a Default, Landlord may
-----------------
elect to terminate this Lease, or, without terminating this Lease, terminate
Tenant's right to possession of the Premises. Upon any such termination, Tenant
shall immediately surrender and vacate the Premises and deliver possession
thereof to Landlord. Tenant grants to Landlord the right to lawfully enter and
repossess the Premises and to lawfully expel Tenant and any others who may be
occupying the Premises and to lawfully remove any and all property therefrom,
without being deemed in any manner guilty of trespass and without relinquishing
Landlord's rights to Rent or any other right given to Landlord hereunder or by
operation of law.

C.    Reletting. If Landlord terminates Tenant's right to possession of
---------
the Premises without terminating this Lease, Landlord may relet the Premises or
any part thereof. In such case, Landlord shall use reasonable efforts to relet
the Premises on such terms as Landlord shall reasonably deem appropriate;
provided, however, Landlord may first lease Landlord's other available space and
shall not be required to accept any tenant offered by Tenant or to observe any
instructions given by Tenant about such reletting. Tenant shall reimburse
Landlord for the reasonable costs and expenses of reletting the Premises
including, but not limited to, all brokerage, advertising, legal, alteration,
redecorating, repair and other reasonable and customary expenses incurred to
secure a new tenant

22

for the Premises. In addition, if the consideration collected by Landlord upon
any such reletting, after payment of the expenses of reletting the Premises
which have not been reimbursed by Tenant, is insufficient to pay monthly the
full amount of the Rent, Tenant shall pay to Landlord the amount of each monthly
deficiency as it becomes due. If such consideration is greater than the amount
necessary to pay the full amount of the Rent, the full amount of such excess
shall be retained by Landlord and shall in no event be payable to Tenant.

D.   Termination of Lease. If Landlord terminates this Lease, Landlord
--------------------
may recover from Tenant and Tenant shall pay to Landlord, on demand, as and for
final damages, an accelerated lump sum amount equal to the amount by which the
aggregate amount of Rent owing from the date of such termination through the
Expiration Date plus the reasonably estimated expenses of reletting the
Premises, exceeds the fair rental value of the Premises for the same period
(after deducting from such fair rental value the reasonably estimated time
needed to relet the Premises and the amount of concessions which would normally
be given to a new tenant), both discounted to present value at the rate of 7%
per annum.

E.   Other Remedies. Landlord may but shall not be obligated to perform
--------------
any obligation of Tenant under this Lease; and, if Landlord so elects, all costs
and expenses paid by Landlord in performing such obligation, together with
interest at the Default Rate, shall be reimbursed by Tenant to Landlord on
demand. Any and all remedies set forth in this Lease: (i) shall be in addition
to any and all other remedies Landlord may have at law or in equity, (ii) shall
be cumulative, and (iii) may be pursued successively or concurrently as Landlord
may elect. The exercise of any remedy by Landlord shall not be deemed an
election of remedies or preclude Landlord from exercising any other remedies in
the future.

F.   Bankruptcy. If Tenant becomes bankrupt, the bankruptcy trustee
----------
shall not have the right to assume or assign this Lease unless the trustee
complies with all requirements of the United States Bankruptcy Code; and
Landlord expressly reserves all of its rights, claims, and remedies thereunder.

G.   Waiver of Trial by Jury. Landlord and Tenant waive trial by jury
-----------------------
in the event of any action, proceeding or counterclaim brought by either
Landlord or Tenant against the other in connection with this Lease.

H.   Venue. If either Landlord or Tenant desires to bring an action
-----
against the other in connection with this Lease, such action shall be brought in
the federal or state courts located in Chicago, Illinois. Landlord and Tenant
consent to the jurisdiction of such courts and waive any right to have such
action transferred from such courts on the grounds of improper venue or
inconvenient forum.

I.   Default by Landlord. If Landlord shall fail to observe or perform
-------------------
any of the covenants or provisions of this Lease to be observed or performed by
Landlord, and such failure shall continue for a period of 30 days after written
notice thereof from Tenant to Landlord, then Landlord shall be in default of
this Lease; provided, however, if the nature of Landlord's failure is such that
more than

23

30 days are reasonably required for its cure, then Landlord shall not be deemed
to be in default if Landlord shall diligently commence such cure within said
30-day period and thereafter diligently prosecute such cure to completion.
Except as otherwise expressly stated to the contrary in this Lease, in the event
of a default of this Lease by Landlord that continues beyond the foregoing
notice and cure period, Tenant shall have the right to pursue any of its
remedies which may be available at law or in equity.

J.    Tenant's Limited Right of Self-Help and Limited Right of Set-Off.
----------------------------------------------------------------

(1)   If Landlord fails to make any repair to the Premises or to
the major systems serving the Premises that Landlord is required to
make pursuant to the provisions of this Lease, and such failure
continues for a period of 15 days after Landlord receives written
notice thereof from Tenant (it being understood and agreed that such
15-day period may be extended if it is not reasonably possible for
Landlord to complete such repair within such 15-day period and Landlord
commences and diligently pursues the performance of such repair within
such 15-day period and completes the same within a reasonable period of
time) and, as a result of such failure, any portion of the Premises
which (i) consists of at least 10,000 rentable square feet or (ii)
provides material services necessary for the operation of Tenant's
business, is rendered untenantable, then at any time after the end of
such 15-day period (as the same may be extended as provided above) and
prior to the time that Landlord commences the repair work to cure such
failure, Tenant shall be entitled to make such repair that Landlord has
failed to make. Tenant shall undertake to make such repair that
Landlord has failed to make in the most cost-efficient manner
practicable.

(2)   If Tenant exercises its right to make any such repair, and
Tenant is not otherwise in breach or default under this Lease, then
Landlord shall reimburse Tenant for the actual, reasonable, necessary
cost of such repair within 30 days after Landlord receives a written
request for such reimbursement accompanied by invoices, paid receipts
and full and final waivers of lien evidencing the lien-free performance
of such work at the cost specified in such invoices.

(3)   If Tenant exercises its right to make any such repair as
provided above and Landlord fails to reimburse Tenant for the actual,
reasonable, necessary costs of such repair within the 30-day period
described above, and Tenant is not otherwise in breach or default
under this Lease, then Tenant shall have the right to deduct from Base
Rent thereafter first becoming due under this Lease the amount which
Tenant is entitled to receive as reimbursement (not to exceed in any
month an amount determined by Landlord). The exercise of such right of
set-off by Tenant shall be communicated in writing to Landlord and its
mortgagee(s) and/or ground lessor(s) not later than five days after
the exercise of such right.

17.   HOLDING OVER. If Tenant retains possession of the Premises after
the expiration or termination of the Term or Tenant's right to possession of the
Premises, Tenant shall pay Rent during such holding over at 150% of the rate in
effect immediately preceding such holding over

24

computed on a monthly basis for each month or partial month that Tenant remains
in possession. If such holding over exceeds 60 days, Tenant shall also pay,
indemnify and defend Landlord from and against all claims and damages,
consequential as well as direct, sustained by reason of Tenant's holding over.
The provisions of this Section do not waive Landlord's right of re-entry or
right to regain possession by actions at law or in equity or any other rights
hereunder, and any receipt of payment by Landlord shall not be deemed a consent
by Landlord to Tenant's remaining in possession or be construed as creating or
renewing any lease or right of tenancy between Landlord and Tenant.

18.   INTENTIONALLY DELETED.

19.   INTENTIONALLY DELETED.

20.   ESTOPPEL CERTIFICATES. Tenant agrees that, from time to time upon
not less than 15 days' prior written request by Landlord, Tenant shall execute
and deliver to Landlord a written certificate certifying: (i) that this Lease is
unmodified and in full force and effect (or if there have been modifications, a
description of such modifications and that this Lease as modified is in full
force and effect); (ii) the dates to which Rent has been paid; (iii) that Tenant
is in possession of the Premises, if that is the case; (iv) that Landlord is not
in default under this Lease, or, if Tenant believes Landlord is in default, the
nature thereof in detail; (v) that Tenant has no off-sets or defenses to the
performance of its obligations under this Lease (or if Tenant believes there are
any off-sets or defenses, a full and complete explanation thereof); (vi) that
the Premises have been completed in accordance with the terms and provisions of
this Lease or the Work Letter and Tenant has accepted the Premises and the
condition thereof and of all improvements thereto and has no claims against
Landlord or any other party with respect thereto (if such is the case); and
(vii) such additional matters as may be reasonably requested by Landlord, it
being agreed that such certificate may be relied upon by any prospective
purchaser, mortgagee or other person having or acquiring an interest in the
Building. If Tenant fails to execute and deliver any such certificate within 15
days after request and such failure continues for five days after written
notice, such failure shall, at Landlord's option, constitute a Default hereunder
(without the necessity for Landlord to deliver any additional notice as
otherwise provided in Section 16A).

21.   SUBORDINATION.  This Lease is and shall be expressly subject and
subordinate at all times to (a) any present or future ground, underlying or
operating lease of the Building, and all amendments, renewals and modifications
to any such lease, and (b) the lien of any present or future mortgage or deed of
trust encumbering fee title to the Building and/or the leasehold estate under
any such lease. If any such mortgage or deed of trust be foreclosed, or if any
such lease be terminated, upon request of the mortgagee, beneficiary or lessor,
as the case may be, Tenant will attorn to the purchaser at the foreclosure sale
or to the lessor under such lease, as the case may be. The foregoing provisions
are declared to be self-operative and no further instruments shall be reasonably
required to effect such subordination and/or attornment; provided, however, that
Tenant agrees upon request by any such mortgagee, beneficiary, lessor or
purchaser at foreclosure, as the case may be, to execute such subordination
and/or attornment instruments as may be reasonably required by such person to
confirm such subordination and/or attornment on the form customarily used by
such party (provided such form does not increase Tenant's obligations or
adversely affect Tenant's rights hereunder).

25

Notwithstanding the foregoing to the contrary, any such mortgagee, beneficiary
or lessor may elect to give the rights and interests of Tenant under this Lease
(excluding rights in and to insurance proceeds and condemnation awards) priority
over the lien of its mortgage or deed of trust or the estate of its lease, as
the case may be. In the event of such election and upon the mortgagee,
beneficiary or lessor notifying Tenant of such election, the rights and
interests of Tenant shall be deemed superior to and to have priority over the
lien of said mortgage or deed of trust or the estate of such lease, as the case
may be, whether this Lease is dated prior to or subsequent to the date of such
mortgage, deed of trust or lease. In such event, Tenant shall execute and
deliver whatever instruments may be reasonably required by such mortgagee,
beneficiary or lessor to confirm such superiority on the form customarily used
by such party (provided such form does not increase Tenant's obligations or
adversely affect Tenant's rights hereunder). If Tenant fails to execute any
instrument required to be executed by Tenant under this Section 21 within 10
days after request and such failure continues for five days after written
notice, such failure shall, at Landlord's option, constitute a Default hereunder
(without the necessity for Landlord to deliver any additional notice as
otherwise provided in Section 16A). Notwithstanding anything in this Section 21
to the contrary, Landlord shall procure a non-disturbance agreement from any
present holder of a ground, underlying or operating lease or mortgage or deed of
trust on the form attached hereto as Exhibit G. Furthermore, Tenant's agreement
under this Section to subordinate this Lease to the interest of any holder of a
ground, underlying or operating lease or mortgage or deed of trust executed or
delivered after the execution and delivery of this Lease is subject to and
conditioned on Landlord causing such party to deliver to Tenant a
non-disturbance and attornment agreement on such party's customary form.

22.   QUIET ENJOYMENT. As long as no Default exists, Tenant shall
peacefully and quietly have and enjoy the Premises for the Term, free from
interference by Landlord, subject, however, to the provisions of this Lease. The
loss or reduction of Tenant's light, air or view will not be deemed a
disturbance of Tenant's occupancy of the Premises nor will it affect Tenant's
obligations under this Lease or create any liability of Landlord to Tenant.

23.   BROKER. Tenant represents to Landlord that Tenant has dealt only
with the brokers set forth in Item 7 of the Schedule (collectively, the
"Brokers") in connection with this Lease and that, insofar as Tenant knows, no
other broker negotiated this Lease or is entitled to any commission in
connection herewith. Tenant agrees to indemnify, defend and hold Landlord, its
property manager and their respective employees harmless from and against all
claims, demands, actions, liabilities, damages, costs and expenses (including
reasonable attorneys' fees) arising from either (i) a claim for a fee or
commission made by any broker, other than the Brokers, claiming to have acted by
or on behalf of Tenant in connection with this Lease, or (ii) a claim of, or
right to, lien under the statutes of Illinois relating to real estate broker
liens with respect to any such broker retained by Tenant. Landlord agrees to pay
the Brokers a commission in accordance with the separate agreement between
Landlord and the Brokers. Landlord represents to Tenant that Landlord has dealt
only with the Brokers in connection with this Lease and that, insofar as
Landlord knows, no other broker negotiated this Lease or is entitled to any
commission in connection herewith. Landlord agrees to indemnify, defend and hold
Tenant harmless from and against all claims, demands, actions, liabilities,
damages, costs and expenses (including, reasonable attorneys' fees) arising from
a claim

26

for a fee or commission made by any broker, other than the Brokers, claiming to
have acted by or on behalf of Landlord in connection with this Lease.

24.   NOTICES. All notices and demands to be given by one party to the
other party under this Lease shall be given in writing (except as otherwise
expressly provided herein), mailed or delivered to Landlord or Tenant, as the
case may be, at the following addresses:

If to Landlord:           Windy Point of Schaumburg LLC
c/o Fifield Realty Corp.
20 North Wacker Drive
Chicago, Illinois 60606
Attn: President

with copies to:           Citigroup Investments
190 South LaSalle Street
Suite 2740
Chicago, Illinois 60603
Attn: Vice President

and

Schwartz, Cooper, Greenberger & Krauss, Chtd.
180 North LaSalle Street
Suite 2700
Chicago, Illinois 60601
Attn: Daniel J. Kopp

If to Tenant:             Zurich American Insurance Company
3910 Keswick Road
Baltimore, Maryland 21211
Attn: Zurich U.S. Real Estate

or at such other address(es) as either party may hereafter designate. Notices
shall be delivered by hand or by United States certified or registered mail,
postage prepaid, return receipt requested, or by a nationally recognized
overnight air courier service. Notices shall be considered to have been given
upon the earlier to occur of actual receipt, three business days after posting
in the United States mail or the first business day after delivery to the
courier service.

25.   MISCELLANEOUS.

A.    Successors and Assigns. Subject to Section 14 of this Lease, each
----------------------
provision of this Lease shall extend to, bind and inure to the benefit of
Landlord and Tenant and their respective legal representatives, successors and
permitted assigns; and all references herein to Landlord and Tenant shall be
deemed to include all such parties.

27

B.   Entire Agreement. This Lease, and the riders and exhibits, if any,
----------------
attached hereto which are hereby made a part of this Lease, represent the
complete agreement between Landlord and Tenant; and Landlord has made no
representations or warranties except as expressly set forth in this Lease. No
modification or amendment of or waiver under this Lease shall be binding upon
Landlord or Tenant unless in writing signed by Landlord and Tenant.

C.   Time of Essence. Time is of the essence of this Lease and each and
---------------
all of its provisions, including all exhibits.

D.   Execution and Delivery. Submission of this instrument for
----------------------
examination or signature by Tenant does not constitute a reservation of space or
an option for lease, and it is not effective until execution and delivery by
both Landlord and Tenant.

E.   Severability. The invalidity or unenforceability of any provision
------------
of this Lease shall not affect or impair any other provisions.

F.   Governing  Law. This Lease shall be governed by and  construed in
--------------
accordance  with the laws of the State in which the Premises are located.

G.   Attorneys' Fees. The nonprevailing party shall pay the prevailing
---------------
party all costs and expenses, including reasonable attorneys' fees, incurred by
such prevailing party in successfully enforcing the nonprevailing party's
obligations or successfully defending the prevailing party's rights under this
Lease against the nonprevailing party. Each party hereto shall pay the costs and
expenses, including reasonable attorneys' fees, incurred by the other party as a
result of any litigation in which such first party causes such second party,
without such second party's fault to become involved as a result of this Lease.

H.   Delay in Possession; Contingencies. If Landlord fails to commence
----------------------------------
or complete the construction of the Building or the Work within the schedules
set forth herein or is otherwise delayed in delivery of possession of the
Premises, notwithstanding anything in this Lease or the Work Letter Agreement to
the contrary, the following provisions shall govern:

(i)  If (a) Landlord has not commenced the excavation of the
site of the Building in preparation for the construction of the
Building, (b) Landlord has not obtained a foundation permit from the
Village of Schaumburg for the construction of the foundation of the
Building or (c) Landlord has not obtained a loan commitment for the
mortgage financing of the costs of the construction of the Building or
otherwise made arrangements for the payment of the costs of the
construction of the Building (such as the agreement of the one or more
of the members of Landlord to fund such construction [provided the
foregoing shall not be deemed to be an agreement, covenant,
representation or warranty that one or more of the members of Landlord
will fund such construction]), by October 1, 2000, for any reason other
than (a) Tenant Delays or (b) due to force majeure (not exceeding 20
days of force majeure, in the aggregate), then by written notice given
not later than October 10, 2000,

28

Tenant may elect to terminate this Lease, in which case neither party
shall have any further obligations or liabilities under this Lease.

(ii)  If the base Building is not sufficiently completed to
allow "material stocking" (as hereinafter described) by August 1, 2001,
for any reason other than (a) Tenant Delays or (b) due to force majeure
(not exceeding 20 days of force majeure, in the aggregate), then by
written notice given not later than August 10, 2001, Tenant may elect
to terminate this Lease, in which case neither party shall have any
further obligations or liabilities under this Lease. The base Building
shall be considered sufficiently completed to allow material stocking
when (a) exterior wall systems and glazing are substantially completed,
except at material hoist and man hoist bays, and (b) floors are broom
clean and in a condition to allow for tenant construction materials,
such as drywall, studs, VAV boxes, light fixtures, to be stored and
ready for installation.

(iii) If Landlord is unable to deliver possession of the
Premises to Tenant by the date stated in Item 5 of the Schedule with
the Work substantially completed, the date stated in Item 5 of the
Schedule shall be deferred until Landlord can deliver possession to
Tenant with the Work substantially completed and the date stated in
item 6 of the Schedule shall be deferred for an equal number of days.
Notwithstanding the foregoing, the foregoing dates shall not be
deferred if delivery of possession of the Premises with the Work
substantially completed is delayed by a Tenant Delay (as defined in the
Work Letter Agreement).

(iv)  If Landlord has not delivered possession of the Premises
to Tenant with the Work substantially completed by the date stated in
Item 5 of the Schedule for any reason other than (a) Tenant Delays or
(b) due to force majeure (as described in Section 25J) (not exceeding
20 days of force majeure, in the aggregate), Tenant shall be entitled
to abatement of Base Rent and Adjustment Rent first coming due under
this Lease in an amount equal to the product of (i) the daily amount of
Base Rent and Adjustment Rent in effect during the first month of the
Term for the Premises multiplied by (ii) the number of days in the
period commencing on the date stated in Item 5 of the Schedule and
expiring on the date immediately preceding the date Landlord delivers
possession of the Premises to Tenant with the Work substantially
completed (excluding Tenant Delays and delays due to force majeure [not
exceeding 20 days of force majeure, in the aggregate]).

(v)   If Landlord has not delivered possession of the Premises
to Tenant with the Work substantially completed by November 1, 2001,
for any reason other than (a) Tenant Delays or (b) due to force majeure
(as described in Section 25J) (not exceeding 20 days of force majeure,
in the aggregate), Tenant shall be entitled to abatement of Base Rent
and Adjustment Rent first coming due under this Lease in an amount
equal to the product of (i) twice the daily amount of Base Rent and
Adjustment Rent in effect during the first month of the Term for the
Premises multiplied by (ii) the number of days in the period commencing
on November 1, 2001, and expiring on the date immediately preceding the
date Landlord delivers possession of the Premises to Tenant with the
Work substantially completed

29

(excluding Tenant Delays and delays due to force majeure [not exceeding
20 days of force majeure, in the aggregate]).

The foregoing termination rights, deferral of the Term and abatement rights
shall be Tenant's sole and exclusive remedies upon a failure or delay in the
construction of the Building or the Work or delivery of possession.

If Landlord has been unable to satisfy itself that it will obtain all
approvals, permits, easements or other property rights (such as the right to
park automobiles on the right of way owned by Northern Illinois Gas Company
depicted on Exhibit H) necessary for Landlord to be able to deliver possession
of the Premises to Tenant by the date stated in Item 5 of the Schedule in
compliance with all of the requirements of this Lease, for any reason other than
Landlord's failure to obtain mortgage financing or another source of funds to
finance the construction of the Building, then Landlord shall provide Tenant
with written notice not later than July 1, 2000 (which notice shall specify the
approvals, permits, easements or property rights that Landlord has been unable
to obtain). During the period between the delivery of Landlord's notice and
August 15, 2000, Tenant may, in cooperation with Landlord, seek to obtain in
Landlord's name the specified approvals, easements, permits or property rights
(provided that Tenant acknowledges and agrees that Landlord shall not be
obligated to incur greater costs or expenses, to grant greater concessions,
rights or encumbrances or to otherwise provide greater or different
consideration, than Landlord initially intended to incur, grant or provide in
obtaining such specified approvals, permits, easements or property rights). If,
despite Tenant's assistance, by August 15, 2000, Landlord has not obtained the
specified approvals, permits, easements or property rights to satisfy itself
that it will be able to deliver possession of the Premises to Tenant by the date
stated in Item 5 of the Schedule in compliance with all of the requirements of
this Lease, then Landlord shall have the right to terminate this Lease by
written notice given not later than August 25, 2000, in which case neither party
shall have any further obligations or liabilities under this Lease.

I.    Joint and Several Liability. If Tenant is comprised of more than
---------------------------
one party, each such party shall be jointly and severally liable for Tenant's
obligations under this Lease.

J.    Force Majeure. Landlord shall not be in default hereunder and
-------------
Tenant shall not be excused from performing any of its obligations hereunder if
Landlord is prevented from performing any of its obligations hereunder due to
any accident, breakage, strike, shortage of materials (unless such materials can
be obtained from other suppliers at a reasonable and competitive price, under
reasonable and customary terms and within a reasonable and customary period of
time), acts of God or other causes beyond Landlord's reasonable control. The
foregoing shall not extend the time periods set forth in Section 25H except as
expressly set forth therein.

K.    Captions. The headings and titles in this Lease are for
--------
convenience only and shall have no effect upon the construction or
interpretation of this Lease.

L.    No Waiver. No receipt of money by Landlord from Tenant after
---------
termination of this Lease or after the service of any notice or after the
commencing of any suit or after final judgment

30

for possession of the Premises shall renew, reinstate, continue or extend the
Term or affect any such notice or suit. No waiver of any default of Landlord or
Tenant shall be implied from any omission by Tenant or Landlord to take any
action on account of such default if such default persists or be repeated, and
no express waiver shall affect any default other than the default specified in
the express waiver and then only for the time and to the extent therein stated.

M.    No Recording. Tenant shall not record this Lease or a memorandum
------------
of this Lease in any official records.

N.    Limitation of Liability. Any liability of Landlord under this
-----------------------
Lease shall be limited solely to its equity interest in the Building, and in no
event shall any personal liability be asserted against Landlord in connection
with this Lease nor shall any recourse be had to any other property or assets of
Landlord. The obligations of Tenant under this Lease do not constitute personal
obligations of the individual officers and employees of Tenant.

O.    Counterparts; Telecopied Signatures. This Lease may be executed
-----------------------------------
in counterparts which, when taken together, shall be deemed to be a single
instrument. Signatures of the parties may be delivered by telecopier and such
delivery shall have the same effect as if originally executed documents were
exchanged in person.

26.   PARKING.

A.    Parking Areas. Attached hereto as Exhibit H is a site plan
-------------
showing the planned parking areas serving the Complex. For so long as this Lease
is in full force and effect and Tenant is not in Default hereunder, Tenant may
use the available non-reserved parking spaces in such parking lots serving the
Complex free of charge, on a first come, first-served basis with the other
tenants and occupants of the Complex and their guests and invitees. Tenant's use
of all parking spaces is subject to all applicable codes, ordinances, laws,
regulations and statutes and reasonable rules and regulations promulgated from
time to time by Landlord, as well as the terms set forth in the recorded
Declaration of Covenants, Conditions, Restrictions, Reciprocal Rights and
Easements encompassing the Complex (as amended from time to time, the
"Declaration"). Furthermore, if any governmental authority, agency or department
requires the use of any parking areas serving the Complex, Tenant shall no
longer have the right to use such areas and Landlord shall have no liability to
Tenant (nor shall Rent abate or be reduced) on account of such reduction in
available parking areas (provided Landlord shall, within a reasonable period
after such areas are no longer available, cause the parking areas serving the
Complex to have a number of parking spaces equal to at least 90% of the parking
spaces depicted on Exhibit H). Landlord may designate certain parking areas as
"reserved" and Tenant shall not allow its employees or invitees to use such
reserved spaces (provided that Landlord shall not designate more than five
additional reserved parking spaces for other specific tenants in the parking
lots adjacent to the Phase I Building [i.e., in addition to the parking spaces
that are already designated as "reserved"] or more than ten reserved parking
spaces for other specific tenants in the parking lots or parking deck, if any,
adjacent to the Building [to be increased to 20 reserved parking spaces at any
time the Premises consists of less than 225,000 rentable square feet]). Tenant
shall cooperate with Landlord in any reasonable system Landlord may establish or
participate

31

in to monitor parking in the Complex, including, without limitation, a system
requiring parkers to display special decals or passes. Tenant further
acknowledges that the owners of parking areas serving the Complex may
reconfigure, relocate or restripe the parking areas and that, from time to time,
parking areas may be closed for construction activities or maintenance or
repairs. Landlord shall promptly complete all construction activities,
maintenance and repairs undertaken by Landlord upon parking areas owned by
Landlord.

B.   Initial Parking Deck. In addition to the base Building work
--------------------
described in the Work Letter Agreement, Landlord shall construct a parking deck
serving the Building with at least 250 spaces for Tenant's exclusive use. The
"Tenant's Special Parking Spaces" shall mean the 250 parking spaces in such
parking deck reserved for Tenant's exclusive use. If the parking deck
constructed by Landlord contains more than 250 spaces, the excess spaces shall
not be deemed to be Tenant's Special Parking Spaces.

C.   Construction of Additional Parking Areas. Landlord agrees that if
----------------------------------------
Tenant notifies Landlord in writing prior to the first anniversary of the
Commencement Date that Tenant desires additional parking spaces (and the number
thereof), then Landlord shall design an addition to the existing parking deck to
make exclusively available to Tenant the approximate number of spaces desired by
Tenant (also taking into account any spaces lost due to the addition). It shall
be a condition of Landlord's obligation to construct such addition to the
existing parking deck that Landlord is able to obtain all required approvals and
permits from the Village of Schaumburg. The design of the addition to the
existing parking deck shall be determined by Landlord in its sole discretion and
shall take into consideration the requirements and recommendations of the
Village of Schaumburg. Within 60 days after Tenant has notified Landlord of
Tenant's desire for additional parking spaces, and provided the Village of
Schaumburg has approved Landlord's design, Landlord shall notify Tenant of
Landlord's reasonable estimate of the costs of constructing the addition to the
existing parking deck . Tenant shall approve or disapprove such estimate in
writing within 30 days after receipt of Landlord's notice. If Tenant disapproves
such estimate (or fails to approve such estimate in writing within the 30-day
period), Landlord shall not be obligated to build the addition to the existing
parking deck (and Tenant shall reimburse Landlord for the actual, reasonable,
out-of-pocket costs and fees incurred by Landlord to third parties in designing
such addition to the existing parking deck and seeking approvals and permits
from the Village of Schaumburg [provided such costs and fees shall not exceed
$10,000 unless Landlord has obtained Tenant's prior written consent to
Landlord's incurrence of such excess costs and fees]). If Tenant approves the
cost estimate within the 30-day period, Landlord shall, with reasonable
diligence, construct the addition to the existing parking deck. Tenant shall be
responsible for the costs of such addition to the existing parking deck by the
payment of the Parking Deck Rent described below. The costs of such addition
shall be deemed to include, without limitation, all hard costs, soft costs,
architectural, engineering and consulting fees and charges, permit and
inspection fees, finance charges and fees (such as points, commitment fees and
lender's legal fees) and, during the period commencing on the date funds are
first disbursed for the construction of the addition and expiring on the date
the Parking Deck Rent commences (as provided below), interest that has accrued
during such period under any construction loan that funds a portion of the costs
and, with respect to funds paid during such period by Landlord rather than a
lender, interest on such funds at a rate equal to the actual interest rate
charged Landlord

32

by a construction lender who has disbursed any funds in connection with the
construction of the addition. "Parking Deck Rent" shall be rent payable monthly,
at the same time and in the same manner as Base Rent, commencing on the first
day of the month following the date Landlord makes the spaces in the addition to
the existing parking deck available to Tenant for parking (regardless of whether
Base Rent is then payable). The amount of the Parking Deck Rent shall be
calculated after each disbursement of funds by Landlord in connection with the
construction of the addition to the existing parking deck, using a "debt
constant" of 10.5% for each disbursement as of the date of the disbursement
(provided that if a disbursement is after the Commencement Date and thus the
amortization of the costs is over less than 10 years, then the debt constant
shall be increased to a percentage determined by using the same imputed interest
rate as if the amortization were over 10 years). An example of the calculation
of the amount of the Parking Deck Rent is attached hereto as Exhibit I. The
parking spaces made available to Tenant due to the construction of the addition
to the existing parking deck are also considered "Tenant's Special Parking
Spaces." Landlord and Tenant shall enter into amendments to this Lease to
reflect (i) the construction of the addition to the existing parking deck,
promptly after Tenant approves Landlord's cost estimate, and (ii) the final
amount of the Parking Deck Rent, promptly after such amount is known. If Tenant
approves a cost estimate and thus directs Landlord to construct an addition to
the existing parking deck, Landlord may, in its sole discretion, construct an
addition containing more parking spaces than the number desired by Tenant. If
Landlord constructs additional spaces, then (x) the marginal cost of such
additional spaces shall be borne exclusively by Landlord and (y) such additional
spaces shall not be included in Tenant's Special Parking Spaces.

D.   Reserved Parking Spaces. Landlord shall furnish to Tenant a number
-----------------------
of reserved parking spaces equal to the number of Tenant's Special Parking
Spaces for so long as this Lease is in full force and effect and Tenant is not
in Default under this Lease. The locations of the reserved parking spaces shall
be designated by Landlord and shall be subject to change from time to time
(provided all of Tenant's Special Parking Spaces shall be in the parking deck).
Landlord shall mark Tenant's reserved parking spaces in a reasonable manner to
indicate to third parties that such spaces are reserved for use by Tenant and
Landlord shall use reasonable and customary efforts to prevent unauthorized use
of Tenant's reserved parking spaces, but Landlord shall have no responsibility
for or liability in the event of any unauthorized use of said reserved parking
spaces.

27.  EXPANSION OPTION.

A.   Expansion Space and Expansion Date. For purposes of this Section
----------------------------------
27, the "Expansion Space" shall mean a whole floor of the Building designated by
Landlord contiguous to the Premises. Landlord shall notify Tenant ("Landlord's
Expansion Notice") of the location of the Expansion Space and the date it will
be available for Tenant to lease (the "Expansion Date"), which Expansion Date
must be within the 15-month period commencing on the fifth anniversary of the
Commencement Date, at least 12 months prior to the Expansion Date. If Tenant has
leased so much of the Building that a whole floor does not remain unleased by
Tenant, this Section 27 shall be null and void.

33

B.    Expansion Option. Tenant shall have the option (the "Expansion
----------------
Option") to lease all (but not less than all) of the Expansion Space effective
as of the Expansion Date, upon the following terms and conditions:

(i)    Tenant gives Landlord a written notice of Tenant's
election to exercise the Expansion Option, which notice is given not
later than nine months prior to the Expansion Date;

(ii)   Tenant gives Landlord, concurrently with Tenant's
exercise of the Expansion Option, current financial statements of
Tenant (which may be consolidated so long as Landlord can reasonably
derive specific financial information about Tenant) evidencing to
Landlord's reasonable satisfaction a net worth in excess of $100
Million Dollars; and

(iii)  This Lease is in full force and effect and Tenant is not
in Default under this Lease, either on the date Tenant exercises the
Expansion Option or on the Expansion Date.

C.    Term. If Tenant timely and properly exercises the Expansion
----
Option, the lease term for the Expansion Space shall commence effective as of
the Expansion Date and shall be coterminous with the Term for the initial
Premises. In no event shall Landlord be liable to Tenant if Landlord is unable
to deliver possession of the Expansion Space on the specified date for causes
outside Landlord's reasonable control. If Landlord is unable to deliver
possession of the Expansion Space to Tenant by the specified Expansion Date,
then the Expansion Date shall be deferred until Landlord can deliver possession
of the Expansion Space to Tenant (excluding Tenant Delays). If Tenant does not
timely or properly exercise the Expansion Option, Landlord may at any time
thereafter lease the Expansion Space to any third party on such terms and
conditions as are acceptable to Landlord, without any further rights of Tenant
to lease such space (subject to the Right of First Refusal [as hereinafter
defined]).

D.    Base Rent. If Tenant exercises the Expansion Option, effective as
---------
of the Expansion Date, Tenant shall pay Base Rent for the Expansion Space in
accordance with this Lease. The annual rate of Base Rent for the Expansion Space
shall equal the product of the number of rentable square feet in the Expansion
Space multiplied by the annual rate of Base Rent per square foot of rentable
area payable from time to time under this Lease for the initial Premises as
determined pursuant to Exhibit A.

E.    Adjustment Rent. If Tenant exercises the Expansion Option, Tenant
---------------
shall pay Adjustment Rent for the Expansion Space in accordance with Section 2.
Effective as of the Expansion Date, Tenant's Proportionate Share shall be
increased by an amount equal to the quotient of (x) the total rentable area of
the Expansion Space divided by (y) the rentable area of the Building.

F.    No Rent Abatement. There shall be no abatement of Base Rent or
-----------------
Adjustment Rent for the Expansion Space.

34

G.  Tenant Improvements. If Tenant exercises the Expansion Option,
-------------------
Landlord shall provide Tenant with a tenant improvement allowance in the amount
equal to the product of:

(i)   $40.00 per rentable square foot of the Expansion Space
multiplied by

(ii)  the quotient of (x) the number of full calendar months
remaining in the scheduled Term as of the Expansion Date divided by (y)
120.

Notwithstanding the foregoing, if the Expansion Space has previously been
improved for another tenant or occupant, the tenant improvement allowance for
the Expansion Space shall instead be equal to $15.00 per rentable square foot of
the Expansion Space. Any such tenant improvement allowance shall be used only
for improvements to the Expansion Space and the balance of the Premises
(provided up to $10.00 per rentable square foot of the Expansion Space may be
used as a credit against Rent coming due) and Landlord and Tenant agree to
execute a Work Letter Agreement with respect to such improvements in a form
substantially similar to the form attached hereto as Exhibit C. Tenant agrees
that for the Expansion Space, it must deliver Construction Documents in a form
approved by Landlord (which approval shall not be unreasonably withheld) for the
improvements desired by Tenant in such Expansion Space at least four months in
advance of the Expansion Date. Any delay in delivery of the Construction
Documents shall constitute a Tenant Delay.

H.  Application of Other Provisions. Except as set forth in this
-------------------------------
Section 27, all of the terms and provisions of this Lease shall apply with
respect to the lease by Landlord to Tenant of the Expansion Space.

I.  Amendment. If Tenant exercises the Expansion Option, Landlord and
---------
Tenant shall execute and deliver an amendment to this Lease reflecting the lease
by Landlord to Tenant of the Expansion Space on the terms herein provided, which
amendment shall be executed and delivered within 30 days after Tenant exercises
the Expansion Option.

J.  Termination. The Expansion Option shall automatically terminate and
-----------
become null and void upon the earlier to occur of (1) the expiration or
termination of this Lease, (2) the termination of Tenant's right to possession
of all of the Premises, (3) the assignment of this Lease by Tenant (other than
to an Affiliate), (4) the sublease by Tenant (other than to an Affiliate) of all
or more than 40% of the rentable area of the Premises, in the aggregate with all
other space then sublet (other than to an Affiliate), (5) the failure by Tenant
to timely and properly exercise the Expansion Option, or (6) Tenant's exercise
of the Contraction Option.

28. RIGHT OF FIRST REFUSAL.

A.  ROFR Space. For purposes of this Lease, the "ROFR Space" shall mean
----------
all rentable areas in the Building not leased by Tenant.

B.  Right of First Refusal. With respect to any lease which Landlord
----------------------
hereafter intends to enter into with a third-party tenant for all or any portion
of the ROFR Space and which has a lease

35

term commencing at any time prior to the date that is two years prior to the
Expiration Date (taking into account exercised Extension Options [as hereinafter
defined]) (but excluding any new or renewal lease with any then existing tenant
of all or any portion of the ROFR Space, whether pursuant to an option or right
in such tenant's lease or pursuant to new negotiations between Landlord and such
tenant, and excluding any lease expansion with any then existing tenant of any
portion of the ROFR space pursuant to an option or right then existing in such
tenant's lease), Landlord shall give Tenant written notice of such intent
("Landlord's ROFR Notice") prior to Landlord entering into such lease.
Landlord's Notice shall specify (i) the location and rentable area of the
portion of the ROFR Space which Landlord intends to lease (which is henceforth
referred to as the "Actual ROFR Space"), (ii) the commencement date and
expiration date of the lease term for the Actual ROFR Space, (iii) the rate of
rent and other economic terms for the Actual ROFR Space, (iv) how much time
Landlord anticipates will be required to improve the Actual ROFR Space and (v)
all options and other material business terms of the proposed lease. Tenant
shall thereupon have a right (a "Right of First Refusal") to lease all, but not
less than all, of the Actual ROFR Space, subject to the following terms and
conditions:

(1) Tenant gives Landlord a written notice of its election to
exercise the Right of First Refusal within seven business days after
Landlord gives Tenant Landlord's ROFR Notice;

(2) Tenant gives Landlord, concurrently with Tenant's exercise
of the Right of First Refusal, current financial statements of Tenant
(which may be consolidated so long as Landlord can reasonably derive
specific financial information about Tenant) evidencing to Landlord's
reasonable satisfaction a net worth in excess of $100 million; and

(3) Tenant is not in Default under this Lease, either on the
date Tenant exercises the Right of First Refusal or on the proposed
commencement date of the lease term for the Actual ROFR Space, and this
Lease is in full force and effect both on the date Tenant exercises the
Right of First Refusal and on the proposed commencement date of the
lease term for the Actual ROFR Space.

If Tenant does not timely or properly exercise a Right of First Refusal,
Landlord may at any time thereafter lease the Actual ROFR Space to the
third-party tenant, without any further rights of Tenant to lease such space
unless and until (x) six months has elapsed and Landlord has not entered into a
lease with such third-party tenant or (y) such third-party tenant has vacated
the Actual ROFR Space and it is available for leasing.

C.       Terms. If Tenant exercises a Right of First Refusal, the
-----
following terms and provisions shall apply:

(1) Landlord shall lease the Actual ROFR Space to Tenant for a
lease term commencing on the availability date specified in Landlord's
ROFR Notice and expiring on the Expiration Date of the Term (or, if
different, at Tenant's option, on the expiration date specified in
Landlord's ROFR Notice). In no event shall Landlord be liable to Tenant
if

36

Landlord is unable to deliver possession of the Actual ROFR Space on
the availability date specified in Landlord's ROFR Notice for causes
outside Landlord's reasonable control (including, without limitation,
the failure of any existing tenant in such Actual ROFR Space to timely
vacate its premises [provided Landlord shall use commercially
reasonable, customary efforts to cause such tenant to vacate its
premises]). If Landlord is unable to deliver possession of the Actual
ROFR Space to Tenant by the specified availability date, then the
commencement date of the lease term of the Actual ROFR Space shall be
deferred until Landlord can deliver possession of the Actual ROFR
Space to Tenant (excluding Tenant Delays).

(2) The annual rate of Base Rent for the Actual ROFR Space
shall be equal to the amount stated in Landlord's ROFR Notice. Tenant
shall pay Adjustment Rent for the Actual ROFR Space in accordance with
the terms of Landlord's ROFR Notice.

(3) Tenant shall not be entitled to any rental abatement for
an Actual ROFR Space except as provided in Landlord's ROFR Notice (to
be prorated as provided in clause (4) below, if applicable).

(4) Tenant shall accept each Actual ROFR Space in an "as-is",
"where-is" physical condition, without any agreement, representation,
credit or allowance from Landlord with respect to the improvement or
condition thereof, except that Landlord shall provide Tenant with a
tenant improvement allowance (and other economic concessions) equal to
the amount stated in Landlord's ROFR Notice, provided that if the
expiration date stated in Landlord's ROFR Notice is different than the
Expiration Date, and Tenant has elected that the lease term of the
Actual ROFR Space will expire on the Expiration Date, then such tenant
improvement allowance (and other economic concessions) stated in
Landlord's ROFR Notice will be prorated to reflect such difference
(e.g., if the lease term stated in Landlord's ROFR Notice is longer
than Tenant's scheduled lease term of the Actual ROFR Space, the tenant
improvement allowance stated in Landlord's ROFR Notice shall be
decreased proportionately based upon the number of months in the lease
term stated in Landlord's ROFR Notice and the number of months in the
scheduled lease term). Any such tenant improvement allowance shall be
used only for improvements to the Actual ROFR Space and the balance of
the Premises (provided up to $10.00 per rentable square foot of the
Actual ROFR Space may be used as a credit against Rent coming due) and
Landlord and Tenant agree to execute a Work Letter Agreement with
respect to such improvements in a form similar to the form attached
hereto as Exhibit C.

(5) Tenant's lease of the Actual ROFR Space shall be upon the
terms set forth in Landlord's ROFR Notice, except as otherwise provided
herein.

(6) All of the terms and provisions of this Lease shall apply
with respect to the lease of an Actual ROFR Space, except as the same
may be inconsistent with the provisions of this Section 28.

37

D.   Amendment. If Tenant exercises a Right of First Refusal, Landlord
---------
and Tenant shall execute and deliver an amendment to this Lease reflecting the
lease of the Actual ROFR Space by Landlord to Tenant on the terms herein
provided, which amendment shall be executed within 30 days after Tenant
exercises the Right of First Refusal.

E.   Termination. Each Right of First Refusal shall automatically
-----------
terminate and become null and void upon the earlier to occur of (1) the
expiration or termination of this Lease, (2) the termination by Landlord of
Tenant's right to possession of all of the Premises, (3) the assignment of this
Lease by Tenant (other than to an Affiliate), (4) the sublease by Tenant (other
than to an Affiliate) of all or more than 40% of the rentable area of the
Premises, in the aggregate with all other space then sublet (other than to an
Affiliate), (5) the failure of Tenant to timely or properly exercise the Right
of First Refusal, or (6) Tenant's exercise of the Contraction Option.

29.  EXTENSION OPTIONS.

A.   First Extension Option. Tenant shall have an option (the "First
----------------------
Extension Option") to renew the Term with respect to all (but not less than all)
of the Premises demised under or pursuant to this Lease as of the expiration
date of the initial Term, for one additional term (the "First Extension Term")
of five years, upon the following terms and conditions:

(1) Tenant gives Landlord written notice of Tenant's election
to exercise the First Extension Option not later than 12 months prior
to the expiration date of the initial Term;

(2) Tenant gives Landlord, concurrently with Tenant's exercise
of the First Extension Option, current financial statements of Tenant
(which may be consolidated so long as Landlord can reasonably derive
specific financial information about Tenant) evidencing to Landlord's
reasonable satisfaction a net worth in excess of $500 Million Dollars;
and

(3) Tenant is not in Default under this Lease, either on the date
Tenant exercises the First Extension Option or on the expiration date
of the initial Term, and this Lease is in full force and effect on the
date on which Tenant exercises the First Extension Option and on the
proposed commencement date of the First Extension Term.

B.   Second Extension Option. Tenant shall have an option (the "Second
-----------------------
Extension Option") to renew the Term with respect to all (but not less
than all) of the Premises demised under or pursuant to this Lease as of
the expiration date of the First Extension Term, for one additional
term (the "Second Extension Term") of five years, upon the following
terms and conditions:

(1) Tenant gives Landlord written notice of Tenant's election
to exercise the Second Extension Option not later than 12 months prior
to the expiration date of the First Extension Term;

(2) Tenant gives Landlord, concurrently with Tenant's exercise
of the Second Extension Option, current financial statements of Tenant
(which may be consolidated so long

38

as Landlord can reasonably derive specific financial information about
Tenant) evidencing to Landlord's reasonable satisfaction a net worth in
excess of $500 Million Dollars; and

(3) Tenant is not in Default under this Lease, either on the
date Tenant exercises the Second Extension Option or on the expiration
date of the First Extension Term, and this Lease is in full force and
effect on the date on which Tenant exercises the Second Extension
Option and on the proposed commencement date of the Second Extension
Term.

C.   Terms. If Tenant timely and properly exercises the First Extension
-----
Option or the Second Extension Option (each an "Extension Option"):

(1) The Rent payable for the First Extension Term or the
Second Extension Term (each, an "Extension Term"), as applicable, shall
be equal to the "market rate of rent" that will be in effect at the
commencement of the Extension Term. "Market rate of rent" shall mean
95% of the total rate of rent, including component parts of such rate
of rent such as base rent, fixed and/or indexed rental adjustments and
all rental adjustments for Taxes and Expenses for the Building, taking
into account Landlord contributions, if any, to Taxes and Expenses for
the Building, and tenant concessions, if any, such as rent abatements
and tenant improvement allowances, which landlords of comparable office
buildings in Schaumburg, Illinois are offering to third party tenants
for office space comparable to the Premises (taking into account the
lengths of the terms and the sizes and levels of improvement of the
spaces demised under such leases to third party tenants). The Base Rent
payable during the Extension Term shall be subject to adjustment during
the Extension Term as provided in the market rate of rent. There shall
be no abatement of Base Rent or Adjustment Rent for the Premises during
the Extension Term, except as may be specifically included in the
market rate of rent or unless Landlord and Tenant otherwise agree.

Upon Tenant's exercise of an Extension Option, Landlord shall
provide Tenant with written notice of Landlord's determination of the
"market rate of rent." Such notice shall be given not later than the
last to occur of (i) 30 days after Tenant exercises the Extension
Option or (ii) 12 months prior to the Commencement Date of the
Extension Term. Tenant shall have 20 days ("Tenant's Review Period")
after receipt of Landlord's notice of the proposed "market rate of
rent" within which to accept such proposed "market rate of rent" or to
object thereto in writing. If Tenant so objects, Landlord and Tenant
shall attempt to agree upon such "market rate of rent" using their best
good faith efforts. If Landlord and Tenant fail to reach agreement by
the date that is 20 days following the expiration of Tenant's Review
Period (the "Outside Agreement Date"), then each party's good faith
determination of "market rate of rent" for the Extension Term shall be
submitted by sealed bid to arbitration in accordance with the following
procedure:

(i) Not later than 20 days following the Outside Agreement Date,
Landlord and Tenant shall each appoint one independent arbitrator who
shall by profession be a real estate appraiser (with the professional
designation of M.A.I. or, if M.A.I. ceases to exist, a comparable
designation from an equivalent professional appraiser organization) or
office

39

leasing broker who shall have been active over the 10-year period
ending on the date of such appointment in appraising or leasing of
commercial properties in the Chicago metropolitan area. The two
arbitrators so appointed shall within 10 days of the date of the
appointment of the last appointed arbitrator agree upon and appoint a
third arbitrator who shall be qualified under the same criteria set
forth hereinabove for qualification of the initial two arbitrators. If
the two arbitrators fail to agree upon and appoint a third arbitrator,
both arbitrators shall be dismissed and Landlord and Tenant each shall
promptly select and appoint one new arbitrator each possessing the
qualifications above.

(ii)  The determination of the arbitrators shall be limited
solely to the issue of whether Landlord's or Tenant's submitted "market
rate of rent" for the Extension Term is the closest to the "market rate
of rent" as determined by the arbitrators, taking into account all
relevant elements, including, without limitation, the elements listed
above. The three arbitrators shall within 30 days of the appointment of
the third arbitrator reach a decision as to whether the parties shall
use Landlord's or Tenant's submitted "market rate of rent" and shall
notify Landlord and Tenant thereof in writing.

(iii) The decision of the majority of the three arbitrators
shall be binding upon Landlord and Tenant and judgment upon such
decision may be entered into by any court having jurisdiction over
Landlord and Tenant.

(iv)  The cost of arbitration shall be paid by Landlord if
Tenant's submitted "market rate of rent" is selected and by Tenant if
Landlord's submitted "market rate of rent" is selected.

(v)   Notwithstanding the foregoing, if either Landlord or
Tenant fails to appoint an arbitrator within 30 days after the Outside
Agreement Date as provided above and such failure to appoint an
arbitrator is not cured within 10 days after receipt by such failing
party of written demand to do so by the other party (which other party
shall have appointed its arbitrator prior to sending such written
demand), then the arbitrator appointed by the party sending such
demand, acting alone, shall reach a decision on the applicable "market
rate of rent," notify Landlord and Tenant in writing thereof, and such
arbitrator's decision shall be binding on Landlord and Tenant.

(vi)  If for any reason whatsoever the applicable "market rate
of rent" has not been determined by the commencement of the Extension
Term, the average of (a) the "market rate of rent" (and terms of
payment) as proposed by Landlord and (b) the "market rate of rent"
(and terms of payment) as proposed by Tenant, shall be utilized as the
rate of rent until such time as the final "market rate of rent" has
been conclusively determined (at which time, (x) if Landlord's
submitted "market rate of rent" is selected, Tenant shall promptly pay
Landlord the excess amount due, if any, for the period during which
the "average" market rate of base rent was utilized or (y) if Tenant's
submitted "market rate of rent" is selected, Landlord shall credit
against rent next coming due the excess amount paid by Tenant, if any,
for the period during which the "average" market rate of rent was
utilized).

40

(2) Tenant shall have no further options to extend the Term of
this Lease beyond the expiration date of the Second Extension Term.

(3) Landlord shall not be obligated to perform any leasehold
improvement work in the Premises or give Tenant any allowance for any
such work or any other purposes during or for an Extension Term, except
as to any allowance which may be specifically included in the
determination of the market rate of rent.

(4) Except for the rate of Rent and except as otherwise
provided herein, all of the terms and provisions of this Lease shall
remain the same and in full force and effect during each Extension
Term.

D.   Amendment. If Tenant exercises an Extension Option, Landlord and
---------
Tenant shall execute and deliver an amendment to this Lease reflecting the lease
of the Premises by Landlord to Tenant for the Extension Term on the terms
provided above, which amendment shall be executed and delivered promptly after
Tenant exercises the Extension Option.

E.   Termination. Each Extension Option shall automatically terminate
-----------
and become null and void upon the earlier to occur of (1) the expiration or
termination of this Lease, (2) the termination of Tenant's right to possession
of all of the Premises, (3) the assignment of this Lease by Tenant (other than
to an Affiliate), (4) the sublease by Tenant (other than to an Affiliate) of all
or more than 40% of the rentable area of the Premises, in the aggregate with all
other space then sublet (other than to an Affiliate), or (5) the failure of
Tenant to timely or properly exercise the Extension Option.

30.  CONTRACTION OPTION.

A.   Contraction Option. Tenant shall have one option (the "Contraction
------------------
Option") to terminate this Lease with respect to one contiguous portion of the
Premises (the "Contraction Space") to be designated by Tenant (not to exceed (i)
25% of the rentable area of the Premises, if the Premises is greater than
250,000 rentable square feet or (ii) 20% of the rentable area of the Premises,
if the Premises is equal to or less than 250,000 rentable square feet) (not
including any ROSO Space [as hereinafter defined]), but which portion must be in
increments of whole floors (except for the highest or lowest floor, if the
portion of the Premises on such floor does not consist of the whole floor) and
must start with either the highest or lowest whole floors then leased by Tenant.
If Tenant exercises the Contraction Option, this Lease shall terminate, pro
---
tanto, with respect to the Contraction Space effective as of the last day of the
-----
fifth Lease Year (the "Contraction Date").

B.   Exercise of Contraction Option. The Contraction Option is granted
------------------------------
subject to satisfaction of the following terms and conditions:

(i) Tenant gives Landlord a written notice of Tenant's
election to exercise the Contraction Option, which notice shall (a)
designate the actual Contraction Space and (b) be given not later than
one year prior to the Contraction Date;

41

(ii)  Tenant is not in Default under this Lease either on the
date Tenant exercises the Contraction Option or on the Contraction
Date;

(iii) Tenant pays to Landlord a cash lease termination fee
(the "Contraction Fee") in an amount equal to the sum of:

(I)   three multiplied by the monthly Base Rent and
Adjustment Rent otherwise scheduled to be due and payable for
the Contraction Space during the month in which the fifth
anniversary of the Commencement Date occurs, plus

(II)  the unamortized amount as of the Contraction Date of
the sum of the following costs relating to the Contraction
Space:

(1)   all brokerage commissions paid or incurred by
Landlord, plus

(2)   all rent abatements, cash allowances and other
economic concessions (not including the costs of
constructing the base Building or the costs of the
Generator or the Cafeteria) provided by Landlord to
Tenant, plus

(3)   the costs of all tenant improvement work (and
all architectural fees associated therewith) paid or
incurred by Landlord,

which costs shall be amortized, with interest at 9.5% per annum,
on a straight-line basis over the initial Term of this Lease. If
the Contraction Space is part of a larger space that was leased
at the same time, then the "costs relating to the Contraction
Space" shall mean the pro rata share of such total costs based
upon the ratio that the rentable area of the Contraction Space
bears to the rentable area of the total larger space.

One-half of the Contraction Fee shall be due and payable not later than
three months prior to the Contraction Date and the balance of the
Contraction Fee shall be due and payable on or before the Contraction
Date.

C.     Terms.  If Tenant exercises the Contraction Option:
-----

(i)   This Lease shall terminate pro tanto with respect to the
---------
Contraction Space effective as of the Contraction Date and Rent for the
Contraction Space shall be paid through and apportioned as of the
Contraction Date;

(ii)  Tenant shall surrender and vacate the Contraction Space
and deliver possession thereof to Landlord on or before the Contraction
Date in the condition required under Section 15;

42

(iii)  Neither Landlord nor Tenant shall have any rights, estates,
liabilities or obligations under this Lease with respect to the
Contraction Space for the period first accruing after the Contraction
Date, except those which, pursuant to this Lease, are expressly
intended to survive the expiration or termination of this Lease; and

(iv)   This Lease shall continue in full force and effect with
respect to the entire remaining portion of the Premises (other than the
Contraction Space) for the balance of the Term. Effective as of the day
immediately following the Contraction Date, the Base Rent and
Adjustment Rent payable under this Lease shall be reduced by the amount
of Base Rent and Adjustment Rent which would otherwise have been
payable under this Lease for the Contraction Space (Parking Deck Rent
attributable to the construction or addition to the parking deck, as
described in Section 26C, and additional rent attributable to the
Additional Allowance described in the Work Letter Agreement shall not
be reduced on account of Tenant's exercise of the Contraction Option).

D.   Amendment. If Tenant exercises the Contraction Option, Landlord
---------
and Tenant shall enter into an amendment to this Lease reflecting the
termination of this Lease, pro tanto, with respect to the Contraction Space,
upon the terms set forth herein, which amendment shall be executed and delivered
promptly after Tenant exercises the Contraction Option.

E.   Termination. The Contraction Option shall automatically terminate
-----------
and become null and void upon the earlier to occur of (1) the termination of
Tenant's right to possession of all of the Premises, (2) the assignment of this
Lease by Tenant (other than to an Affiliate), (3) the failure of Tenant to
timely or properly exercise the Contraction Option, or (4) if, within two years
of the Contraction Date, Tenant has exercised a Right of First Refusal or the
Right of Second Opportunity (as hereinafter defined).

31.  TERMINATION OPTION.

A.   Termination Option. Tenant shall have an option (the "Termination
------------------
Option") to terminate this Lease with respect to the entire Premises effective
as of the last day of the seventh Lease Year (the "Termination Date"). The
Termination Option is granted subject to the following terms and conditions:

(1) Tenant gives Landlord written notice of Tenant's
election to exercise the Termination Option not later than 18
months prior to the Termination Date;

(2) Tenant is not in Default under this Lease, either on
the date that Tenant exercises the Termination Option on the
Termination Date; and

(3) Tenant pays to Landlord a cash lease termination fee
(the "Termination Fee") in an amount equal to the sum of:

43

(i)   the product of $28.75 multiplied by the
rentable area of the initial Premises, plus

(ii)  the unamortized amount as of the Termination
Date of the sum of the following costs relating to all
space leased by Tenant other than the initial Premises
(e.g., the Expansion Space, the ROFR Space and the ROSO
Space):

(a)  all brokerage commissions paid or
incurred by Landlord, plus

(b)  all rent abatements, cash allowances
and other economic concessions (not including the
costs of constructing the base Building or the
costs of the Generator or the Cafeteria) provided
by Landlord to Tenant, plus

(c)  the costs of all tenant improvement
work (and all architectural fees associated
therewith) paid or incurred by Landlord,

which costs shall be amortized, with interest at 9.5%
per annum, on a straight-line basis over the initial
lease term of such space, plus

(iii) the unamortized amount as of the
Termination Date of all costs to be borne by Tenant
as Parking Deck Rent pursuant to Section 26C relating
to the construction of the parking deck or the addition
to an existing parking deck, which costs shall be
amortized, with interest at 9.5% per annum, on a
straight-line basis over the period commencing on the
date such costs are disbursed and expiring on the
scheduled Expiration Date (absent the exercise of the
Termination Option), plus

(iv)  the entire unpaid principal balance of
the Additional Allowance and all accrued and unpaid
interest thereon.

One-half of the Termination Fee shall be due and payable not
later than three months prior to the Termination Date and the
balance of the Termination Fee shall be payable on or before
the Termination Date.

B.    Terms. If Tenant timely and properly exercises the Termination
-----
Option: (1) all Rent payable under this Lease for the portion of the Premises so
terminated shall be paid through and apportioned as of the Termination Date (in
addition to payment of the Termination Fee), (2) neither party shall have any
rights, estates, liabilities or obligations under this Lease for the period
accruing after the Termination Date, except those which, by the provisions of
this Lease, are intended to survive the expiration or termination of the Term of
this Lease, and (3) Landlord and Tenant shall

44

promptly enter into a written agreement reflecting the termination of this Lease
upon the terms provided for herein.

C.  Termination. The Termination Option shall automatically terminate and
-----------
become null and void upon the earlier to occur of (1) the
termination of Tenant's right to possession of all of the Premises or (2) the
failure of Tenant to timely or properly exercise the Termination Option.

32. RIGHT OF SECOND OPPORTUNITY IN ADJACENT BUILDING.

A.  ROSO Space. For purposes of this Lease, the "ROSO Space" shall mean
----------
the entire sixth floor and seventh floor of the building located at 1500
McConnor Parkway, Schaumburg, Illinois (the "Phase I Building"). The rights set
forth in this Section 32 shall be null and void if at any time (and at all times
thereafter) the record owner of the Building is different than the record owner
of the Phase I Building. Tenant acknowledges that there may be a change in such
record ownership at any time.

B.  Right of Second Opportunity. Subject to any rights in favor of any
---------------------------
tenant in the Phase I Building (or its successors or assigns), and excluding any
lease to Ariba, Inc. or any affiliate thereof, with respect to the first lease
which Landlord hereafter intends to enter into with a third-party tenant for
either (i) all or any portion of the ROSO Space, or (ii) all or any portion of
the ROSO Space plus any other space in the Phase I Building (for purposes
hereof, any such other space shall be deemed to be part of the ROSO Space), and
which has a lease term commencing at any time prior to the date that is two
years prior to the Expiration Date (taking into account exercised Extension
Options [as hereinafter defined]) (but excluding any new or renewal lease with
any then existing tenant of all or any portion of the ROSO Space, whether
pursuant to an option or right in such tenant's lease or pursuant to new
negotiations between Landlord and such tenant, and excluding any lease expansion
with any then existing tenant of any portion of the ROSO space pursuant to an
option or right then existing in such tenant's lease), Landlord shall give
Tenant written notice of such intent ("Landlord's ROSO Notice") prior to
Landlord entering into such lease. Landlord's ROSO Notice shall specify (i) the
location and rentable area of the portion of the ROSO Space which Landlord
desires to lease (which is henceforth referred to as the "Actual ROSO Space"),
(ii) the proposed commencement date of the lease term for the Actual ROSO Space,
(iii) the annual rate of base rent per square foot of rentable area which
Landlord desires to charge for the Actual ROSO Space, (iv) the amount of all
rent adjustments which Landlord desires to charge for the Actual ROSO Space,
including, without limitation, fixed and/or indexed rent adjustments and rent
adjustments for Expenses and Taxes for the Phase I Building, and (v) the tenant
concessions (e.g., rent abatements and tenant improvement allowances), if any,
which Landlord would be willing to provide to lease the Actual ROSO Space. Items
(iii) through (v) in the preceding sentence shall be quoted by Landlord in
Landlord's Notice for a hypothetical lease having a lease term which would
expire on the Expiration Date of the Term. Tenant shall thereupon have the right
(a "Right of Second Opportunity") to lease all, but not less than all, of the
Actual ROSO Space, subject to the following terms and conditions:

45

(1) Tenant gives Landlord a written notice of its election to exercise
the Right of Second Opportunity within five business days after Landlord
gives Tenant Landlord's ROSO Notice;

(2) Tenant gives Landlord, concurrently with Tenant's exercise of the
Right of Second Opportunity, current financial statements of Tenant (which
may be consolidated so long as Landlord can reasonably derive specific
financial information about Tenant) evidencing to Landlord's reasonable
satisfaction a net worth in excess of $100 Million Dollars;

(3) Tenant is not in Default under this Lease, either on the date Tenant
exercises the Right of First Opportunity or on the proposed commencement
date of the lease term for the Actual ROSO Space, and this Lease is in full
force and effect both on the date Tenant exercises the Right of First
Opportunity and on the proposed commencement date of the lease term for the
Actual ROSO Space; and

(4) No tenant in the Phase I Building has exercised its right or option
upon the Actual ROSO Space.

If Tenant does not timely or properly exercise the Right of Second Opportunity,
Landlord may at any time thereafter lease the Actual ROSO Space to any
third-party tenant on such terms and provisions as Landlord may elect (provided
the economic terms of such lease to such third-party tenant shall not be less
than 95% of the economic terms offered to Tenant) , without any further rights
of Tenant to lease such space.

C. Terms. If Tenant exercises the Right of Second Opportunity, the
-----
following terms and provisions shall apply:

(1) Landlord shall lease the Actual ROSO Space to Tenant for a lease
term commencing on the availability date specified in Landlord's ROSO
Notice and expiring on the Expiration Date of the Term. In no event shall
Landlord be liable to Tenant if Landlord is unable to deliver possession of
the Actual ROSO Space on the availability date specified in Landlord's ROSO
Notice for causes outside Landlord's reasonable control (including, without
limitation, the failure of any existing tenant in such Actual ROSO Space to
timely vacate its premises [provided Landlord shall use commercially
reasonable, customary efforts to cause such tenant to vacate its
premises]). If Landlord is unable to deliver possession of the Actual ROSO
Space to Tenant by the specified availability date, then the commencement
date of the lease term of the Actual ROSO Space shall be deferred until
Landlord can deliver possession of the Actual ROSO Space to Tenant.

(2) The Base Rent and Rent Adjustment payable for the Actual ROSO Space
shall be as set forth in Landlord's ROSO Notice.

46

(3) Tenant shall not be entitled to any rental abatement for the Actual
ROSO Space, except as otherwise set forth in Landlord's ROSO Notice (to be
prorated as provided in clause (4) below, if applicable).

(4) Tenant shall accept the Actual ROSO Space in an "as-is", "where-is"
condition, without any agreement, representation, credit or allowance from
Landlord with respect to the improvement or condition thereof, except that
Landlord shall provide Tenant with a tenant improvement allowance (and
other economic concessions) equal to the amount stated in Landlord's ROSO
Notice, provided that if the expiration date stated in Landlord's ROSO
Notice is different than the Expiration Date, then such tenant improvement
allowance (and other economic concessions) stated in Landlord's ROSO Notice
will be prorated to reflect such difference (e.g., if the lease term stated
in Landlord's ROSO Notice is longer than Tenant's scheduled lease term of
the Actual ROSO Space, the tenant improvement allowance stated in
Landlord's ROSO Notice shall be decreased proportionately based upon the
number of months in the lease term stated in Landlord's ROSO Notice and the
number of months in the scheduled lease term). Any such tenant improvement
allowance shall be used only for improvements to the Actual ROSO Space and
the balance of the Premises (provided up to $10.00 per rentable square foot
of the Actual ROSO Space may be used as a credit against Rent coming due)
and Landlord and Tenant agree to execute a Work Letter Agreement with
respect to such improvements in a form similar to the form attached hereto
as Exhibit C.

(5) All of the terms and provisions of this Lease shall apply with
respect to the Actual ROSO Space, except as the same may be inconsistent
with the provisions of this Section 32.

D. Amendment or New Lease. If Tenant exercises the Right of Second
----------------------
Opportunity, Landlord and Tenant shall promptly execute and deliver an amendment
to this Lease (or, at Landlord's option, a new, separate lease, similar to this
Lease in all material respects but (i) conformed to the Phase I Building
(including containing the standard provisions then contained in leases at the
Phase I Building regarding tenants' parking rights [such as limiting the parking
rights of the occupants of the Actual ROSO Space to 4.0 per 1,000 rentable
square feet of area of the Actual ROSO Space]), (ii) designating as the
"Premises" only the Actual ROSO Space and (iii) not containing Sections 26
through 38 of this Lease) reflecting the lease of the Actual ROSO Space by
Landlord to Tenant on the terms herein provided.

E. Termination. The Right of Second Opportunity shall automatically
-----------
terminate and become null and void upon the earlier to occur of (1) the
expiration or termination of this Lease, (2) the termination by Landlord of
Tenant's right to possession of all of the Premises, (3) the assignment of this
Lease by Tenant (other than to an Affiliate), (4) the sublease by Tenant of more
than 40% of the Premises (other than to an Affiliate), (5) the failure of Tenant
to timely or properly exercise the Right of Second Opportunity, (6) Tenant's
exercise of the Contraction Option or (7) the separation of the record ownership
of the Building and the Phase I Building.

47

33. RIGHTS OF REFUSAL TO PURCHASE BUILDING. Before Landlord makes or
accepts an offer set forth in a letter of intent to sell the Building to a third
party, Landlord shall offer to sell the Building to Tenant on such terms. If
Tenant does not accept such offer from Landlord within ten business days after
its submission, Landlord may thereafter sell the Building to any third party on
terms acceptable to Landlord (which shall be similar to those contained in the
offer submitted to Tenant, provided that the net purchase price to be paid by
such third party [after taking into account all credits, prorations and
concessions] is not less than 95% of the purchase price set forth in the offer
submitted to Tenant and the non-economic terms offered to such third party are
not more favorable in any material respect than those set forth in the offer
submitted to Tenant). If the offer set forth in the letter of intent is to sell
the Building with other property (such as, without limitation, the Phase I
Building), then the foregoing provisions shall apply, provided (1) Tenant's
right to purchase the Building shall be subject and subordinate to the prior
right of TCI Great Lakes, Inc., its successors and assigns ("TCI"), to purchase
the Building, (2) if TCI does not exercise its right to purchase the Building,
Landlord's offer to Tenant shall include both the Building and such other
property (and Tenant will not have the option of buying only the Building or
only the other property), and (3) Tenant shall instead have seven business days
to accept such offer.

34. SIGNAGE. Landlord shall provide building standard signage identifying
Tenant in the lobby of the Building and in the elevator lobby on each floor
occupied by Tenant and shall designate Tenant in the building directory.
Landlord hereby grants to Tenant the exclusive right during the Term of this
Lease, subject to the terms and conditions of this Section 34, to have signage
on the exterior parapet of the Building. Upon Tenant's written request
(including a detailed depiction of the desired graphics), Landlord shall
install, at Tenant's expense, signage on the exterior parapet of the Building.
Landlord shall also install one monument sign in front of the Building
exclusively identifying Tenant. If Landlord installs additional monument signs
to be shared among tenants, Tenant shall be entitled to the most prominent
signage. The design of all signage designating Tenant shall be subject to
Landlord's reasonable approval and shall be in accordance with Tenant's
corporate standards. Furthermore, Tenant's right to have such exterior parapet
signage and monument signage is conditioned upon Tenant obtaining all required
governmental approvals and such signage complying with the Declaration. Landlord
acknowledges and agrees that Tenant may seek to install the maximum allowable
parapet signage at the Building. Tenant's right to have such signage on the
Building and any monuments is further conditioned upon Tenant and/or any
Affiliate of Tenant occupying and conducting business from at least 50% of the
rentable area in the Building. Landlord shall maintain all such signage. Upon
the expiration or termination of the Term, Landlord, shall remove Tenant's signs
designating Tenant. Nothing in this Lease confers or grants to Landlord any
right to use or interest in the name "Zurich" (except as provided in this
Section 34) or Tenant's logo or trademarks. The costs of designing, fabricating,
installing, maintaining and removing the lobby signage, the parapet signage and
the exclusive monument signage designating Tenant described herein shall be
borne by Tenant and paid to Landlord within 30 days after being billed therefore
(or paid from the Allowance). Landlord shall be responsible for the costs for
designing, fabricating, installing, maintaining and removing the building
standard signage in the elevator lobbies and any signage on a shared monument
sign.

35. ENVIRONMENTAL PROTECTION.

48

A. Landlord's Environmental Protection. Tenant, on behalf of itself, its
-----------------------------------
agents, employees, subtenants, assigns, contractors and subcontractors, shall
not cause or permit to occur (excluding acts of Landlord, other tenants of the
Building and their respective agents, employees and contractors or anyone else
not under the direct control of Tenant):

(i)  any violation of any federal, state or local law, ordinance or
regulation related to environmental conditions in or about the Building,
including, but not limited to, improvements or alterations made to the
Premises at any time by Tenant, its agents or contractors, or

(ii) the use, generation, release, manufacture, refining, production,
processing, storage or disposal of any "Hazardous Substances" (as
hereinafter defined) in or about the Building, or the transportation to or
from the Building of any Hazardous Substances (save and except reasonable
quantities of normal office products such as cleaners, solvents, toners,
all of which shall be stored and used by Tenant, at its expense, in
compliance with all applicable laws).

Tenant, on behalf of itself, its agents, employees, subtenants, assigns,
contractors and subcontractors, at its expense, shall comply with each federal,
state and local law, ordinance and regulation related to environmental
conditions in or about the Premises or Tenant's use of the Premises, including,
without limitation, all reporting requirements and the performance of any
cleanups required by any governmental authorities. Tenant shall indemnify,
defend and hold harmless Landlord and its employees from and against all fines
imposed by governmental entities and reasonable clean-up and response costs
(including reasonable attorneys' and consultants' fees) asserted against or
sustained by any such person or entity and arising out of or in any way
connected with a breach of this Section 32 by Tenant, which obligations shall
survive the expiration or termination of this Lease.

B. Tenant's Environmental Protection. Landlord, on behalf of itself, its
---------------------------------
agents, employees, contractors and subcontractors, shall not cause or permit to
occur (excluding acts of Tenant, other tenants of the Building and their
respective agents, employees and contractors or anyone else not under the direct
control of Landlord):

(i)  any violation of any federal, state or local law, ordinance or
regulation related to environmental conditions in or about the Building,
including, but not limited to, improvements or alterations made to the
Building at any time by Landlord, its agents or contractors, or

(ii) the use, generation, release, manufacture, refining, production,
processing, storage or disposal of any Hazardous Substances in or about the
Building, or the transportation to or from the Building of any Hazardous
Substances (save and except reasonable quantities of normal cleaning and
janitorial products, sanitary sewage and solid wastes, all of which shall
be stored, disposed and used by Landlord in compliance with all applicable
laws).

49

Landlord, on behalf of itself, its agents, employees, contractors and
subcontractors, shall comply with each federal, state and local law, ordinance
and regulation related to environmental conditions in or about the Building,
including, without limitation, all reporting requirements and the performance of
any cleanups required by any governmental authorities. Landlord shall indemnify,
defend and hold harmless Tenant and its employees from and against all fines
imposed by governmental entities and reasonable clean-up and response costs
(including reasonable attorneys' and consultant's fees) asserted against or
sustained by any such person or entity and arising out of or in any way
connected with a breach of this Section 35 by Landlord, which obligations shall
survive the expiration or termination of this Lease.

C.  Hazardous Substances. As used in this Section 32, "Hazardous
--------------------
Substances" shall include, without limitation, flammables, explosives,
radioactive materials, asbestos containing materials (ACMs), polychlorinated
biphenyls (PCBs), chemicals known to cause cancer or reproductive toxicity,
pollutants, contaminants, hazardous wastes, toxic substances, petroleum and
petroleum products, chlorofluorocarbons (CFCs), medical wastes and substances
declared to be hazardous or toxic under any federal, state or local law,
ordinance or regulation.

36. ROOFTOP COMMUNICATIONS EQUIPMENT. Prior to the Commencement Date,
Tenant shall designate a contiguous portion of the roof (not to exceed 75% of
the available area of the roof) as "Tenant's Reserved Rooftop Space." Landlord
shall not allow any other tenant or occupant to use Tenant's Reserved Rooftop
Space without Tenant's prior written consent (which consent shall not be
unreasonably withheld, conditioned or delayed). Tenant acknowledges that
Landlord may locate equipment serving the Building (including other rentable
areas) in Tenant's Reserved Rooftop Space. Tenant may locate and install
satellite dishes and antennas on Tenant's Reserved Rooftop Space to serve
Tenant's business operations at the Premises, provided that (a) the installation
and maintenance of such equipment is in conformity with all applicable zoning
provisions, (b) such equipment does not affect the structural integrity of the
Building or penetrate the roof membrane and (c) Landlord first approves the size
of and specifications for such equipment (which approval shall not be
unreasonably withheld, conditioned or delayed), and provided further that the
location, installation, operation and maintenance of such equipment shall (i) be
subject to and completed in accordance with the terms and conditions of Section
9 of this Lease and with any and all applicable governmental laws, codes, rules,
regulations and ordinances in effect from time to time; (ii) in no manner
unreasonably interfere with the use of any other communications equipment
installed on the roof (Tenant acknowledges that Tenant's right to install such
satellite dish or antenna is non-exclusive); and (iii) be designed to make the
equipment as aesthetically pleasing as possible so that it does not negatively
impact the architectural appeal of the Building. Landlord may from time to time
require Tenant to relocate equipment on the roof at Landlord's sole cost and
expense. Tenant shall not be obligated to pay any rent for such use of the roof.
Tenant must remove all such equipment and restore the Building upon the
expiration or termination of the Term. Tenant may not take any action with
respect to its use of any space on the Building's rooftop that will violate or
diminish any warranty or guarantee of the roof.

37. CAFETERIA. Landlord shall operate or cause to be operated a cafeteria
on the first floor of the Building (the "Cafeteria"), consisting of at least
6,000 square feet, which shall serve

50

breakfast and lunch, Monday through Friday (excluding holidays [as defined in
Section 5A]). As provided in Section 3, Landlord shall pay the cost of
purchasing and installing the Generator and the costs of improving and equipping
the Cafeteria, provided such costs relating to the Generator and the Cafeteria
do not exceed, in the aggregate, $380,000 (and if the costs exceed such amount,
Tenant shall be responsible for the excess [subject to payment from the
Allowance]). All fixtures, furniture and equipment used in the operation and
maintenance of the Cafeteria shall be deemed to be the property of Landlord. All
commercially reasonable costs and expenses incurred by Landlord in managing,
operating and maintaining the Cafeteria shall be included in Expenses. Landlord
shall select an independent contractor or tenant to manage, operate and maintain
the Cafeteria, subject to Tenant's reasonable approval thereto. If, after the
initial opening of the Cafeteria, the operator or tenant of the Cafeteria
breaches its operating agreement or such operating agreement expires or
terminates, Landlord shall, within 50 days thereafter, install a subsequent
operator to resume the operations of the Cafeteria (or such longer period as may
be necessary if Landlord, despite reasonable diligence, is unable to locate or
install such successor). Landlord shall keep Tenant reasonably apprised of
Landlord's progress in locating such successor. So long as Landlord is operating
the Cafeteria, Tenant agrees not to operate a food service facility in the
Premises for its employees (other than coffee makers and microwave ovens). At
Tenant's request, Landlord shall cause the operator or tenant of the cafeteria
to cooperate with Tenant in establishing and following a program whereby Tenant
subsidizes certain costs for food and beverages to be charged by such operator
or tenant to Tenant's employees.

38.    STORAGE SPACE.

A.     Storage Space. In addition to the Premises, Tenant hereby leases
-------------
certain storage space (the "Storage Space") consisting of approximately 10,000
square feet located in the penthouse of the Building. Landlord will provide
vinyl flooring, lighting, heat and ventilation and freight elevator service to
the Storage Space (and no other services), and only in the quantities, qualities
and capacities typically provided for storage spaces in office buildings in the
Chicago metropolitan area.

B.     Storage Space Rent. In addition to all Rent required under the
------------------
Lease for the Premises, Tenant shall pay to Landlord as rent for the Storage
Space (the "Storage Space Rent") the amount set forth in Exhibit A. Monthly
payments of the Storage Space Rent shall be payable at the same time and in the
same manner as monthly installments of Base Rent. The Storage Space Rent for an
Extension Term, if applicable, shall be equal to the rental rate Landlord is
generally charging other tenants in the Building for storage space similar in
size and location to the Storage Space. Tenant shall not be obligated to pay
Adjustment Rent for the Storage Space.

C.     Use.  Tenant shall use the Storage Space only for storage of
---
normal office equipment and supplies and business records. Tenant shall keep the
Storage Space in a neat and orderly condition.

[Balance of page intentionally left blank]

51

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the
day and year first above written.

LANDLORD:                                       TENANT:
--------                                        ------

WINDY POINT OF SCHAUMBURG, a                    ZURICH AMERICAN INSURANCE
Delaware  limited liability company             COMPANY, a New York corporation

By:   FRC WINDY POINT L.L.C., an
Illinois limited liability company, its   By:     /s/ Robert D. Windsor
managing member                                  -------------------------
Title: Vice President and
By:      /s/ Steven D. FiField                   -------------------------
------------------------------------           Secretary
Title:   Managing Member                         -------------------------
---------------------------------

52

EXHIBIT A

DETERMINATION OF BASE RENT

The Base Rent for the initial Premises during the initial Term shall equal
the product of (i) the rentable area of the initial Premises, in square feet,
multiplied by the Rental Rate then in effect. The "Rental Rate" is set forth in
the following schedules based upon whether Tenant has elected to lease the
entire Building in accordance with Section 1B.

If Tenant leases the entire Building in accordance with Section 1B:
------------------------------------------------------------------

Lease Year                                     Annual Rental Rate
----------                                     ------------------
1                                              $16.97
2                                               17.48
3                                               18.00
4                                               18.54
5                                               19.10
6                                               19.67
7                                               20.26
8                                               20.87
9                                               21.50
10                                               22.14

If Tenant does not lease the entire Building in accordance with Section 1B:
--------------------------------------------------------------------------

Lease Year                                     Annual Rental Rate
----------                                     ------------------
1                                              $17.05
2                                               17.56
3                                               18.09
4                                               18.63
5                                               19.19
6                                               19.77
7                                               20.36
8                                               20.97
9                                               21.60
10                                               22.25

A-1

The Storage Space Rent for the Storage Space shall equal the product of (i)
the area of the Storage Space, in square feet, multiplied by (ii) the "Storage
Space Rental Rate" set forth below:

Lease Year                      Annual Storage Space Rental Rate
----------                      --------------------------------
1                                      $5.00
2                                       5.15
3                                       5.30
4                                       5.46
5                                       5.63
6                                       5.80
7                                       5.97
8                                       6.15
9                                       6.33
10                                       6.52

The Base Rent for any ROFR Space or ROSO Space, or for the Premises
during an Extension Term, shall be determined as set forth in the Lease with
respect to such space or portion of the Term.

A-2

EXHIBIT 10.120

THIRD AMENDMENT TO OFFICE LEASE WITH
ZURICH AMERICAN INSURANCE COMPANY

THIRD AMENDMENT TO OFFICE LEASE
-------------------------------

THIS THIRD AMENDMENT TO OFFICE LEASE (this "Amendment") is made as of this
25th day of January, 2001, by and between WINDY POINT OF SCHAUMBURG L.L.C., a
Delaware limited liability company ("Landlord"), and ZURICH AMERICAN INSURANCE
COMPANY, a New York corporation ("Tenant").

RECITALS:
--------

A. Landlord and Tenant entered into a certain Office Lease (the "Original
Lease") dated as of May 6, 2000, whereby Landlord leased to Tenant certain
premises (the "Initial Premises") in that certain 11-story office building to be
built at 1600 McConnor Parkway, Schaumburg, Illinois (the "Building").

B. Landlord and Tenant entered into a First Amendment to Office Lease (the
"First Amendment") dated as of July 14, 2000, whereby Landlord and Tenant agreed
to amend the Original Lease to reflect a change in the site plan for the parking
areas serving the Windy Point of Schaumburg complex and to reflect Landlord's
agreement to provide a rent credit to Tenant in exchange for a corresponding
reduction of the commission due Tenant's broker.

C. Landlord and Tenant entered into a Second Amendment to Office Lease (the
"Second Amendment") dated as of August 4, 2000, whereby Landlord and Tenant
agreed to further amend the Original Lease to acknowledge the location and
rentable area of the initial leased premises, among other things. The Original
Lease, as amended by the First Amendment and the Second Amendment, is
hereinafter referred to as the "Lease."

D. Landlord and Tenant desire to further amend the Lease to reflect
Tenant's lease of the entire Building and to reflect certain additional parking
rights for Tenant.

NOW, THEREFORE, for good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree
as follows:

1. DEFINITIONS. Each capitalized term used in this Amendment shall have the
-----------
same meaning as is ascribed to such capitalized term in the Lease, unless
otherwise provided for herein.

2. ADDITIONAL SPACE. Landlord leases to Tenant and Tenant leases from
----------------
Landlord those certain premises (the "Additional Space") consisting of the 11th
floor of the Building and containing approximately 28,973 rentable square feet.
The Additional Space is leased to Tenant subject to all of the same terms and
provisions as are contained in the Lease with respect to the Initial Premises.
Henceforth, the term "Premises" as used and defined in the Lease, as amended
hereby, shall be deemed to mean and refer to the Initial Premises and the
Additional Space (i.e., all rentable space within the Building). Landlord and
Tenant acknowledge that the Premises contains 300,034 rentable square feet. Such
area has been determined by Landlord's architect in accordance with the
standards set forth in Section 2A(v) of the Original Lease.

3. BASE RENT. For purposes of calculating the rate of Base Rent, Tenant
---------
shall be deemed to have leased the entire Building in accordance with Section
1B. Landlord and Tenant acknowledge that the Base Rent for the Premises during
the initial Term shall equal the following amounts:

Annual Rental Rate for
Lease Year   Rentable Square Foot   Annual Base Rent   Monthly Installments
----------   --------------------   ----------------   --------------------

1           $   16.97          $  5,091,576.96      $   424,298.08

2               17.48             5,244,594.36          437,049.53

3               18.00             5,400,612.00          450,051.00

4               18.54             5,562,630.36          463,552.53

5               19.10             5,730,649.44          477,554.12

6               19.67             5,901,668.76          491,805.73

7               20.26             6,078,688.80          506,557.40

8               20.87             6,261,709.56          521,809.13

9               21.50             6,450,731.04          537,560.92

10               22.14             6,642,752.76          553,562.73

4. TENANT'S PROPORTIONATE SHARE. Landlord and Tenant acknowledge that
----------------------------
Tenant's Proportionate Share is 100%.

5. DELETIONS. Sections 27 and 28 of the Original Lease are hereby
---------
deleted and of no further force or effect.

6. PARKING.
-------

A. The site plan attached hereto as Exhibit A shows the current
proposed configuration of the parking areas serving the Windy Point of
Schaumburg complex and such site plan attached hereto as Exhibit A is hereby
substituted for the site plan attached to the Original Lease as Exhibit H (as
previously amended).

B. Tenant acknowledges that if Tenant desires an addition to the
parking deck in accordance with Section 26C of the Original Lease, such addition
may not exceed one level (in addition to the other requirements set forth in
Section 26C).

2

C. In addition to Tenant's Special Parking Spaces (i.e., 250 parking spaces
in the parking deck), Landlord shall furnish to Tenant 345 parking spaces
reserved for Tenant's exclusive use in the surface parking lots serving the
Windy Point of Schaumburg complex at the locations shown on Exhibit A attached
hereto ("Tenant's Surface Parking Spaces"). Tenant's use of Tenant's Surface
Parking Spaces shall be subject to the terms and conditions of Section 26D of
the Original Lease. Landlord shall mark the Tenant's Surface Parking Spaces in a
reasonable manner to indicate to third parties that such spaces are reserved for
use by Tenant, and Landlord shall use reasonable and customary efforts to
prevent unauthorized use of Tenant's Surface Parking Spaces, but Landlord shall
have no responsibility for or liability in the event of any unauthorized use of
Tenant's Surface Parking Spaces. Tenant shall use reasonable and customary
efforts to prevent its employees, agents or contractors from using, the
non-reserved parking spaces serving the Windy Point of Schaumburg complex unless
all of Tenant's Special Parking Spaces and Tenant's Surface Parking Spaces are
then occupied by Tenant, its employees, agents and contractors. If the rentable
area of the Premises is reduced for any reason (including, without limitation,
Tenant's exercise of the Contraction Option), the number of Tenant's Surface
Parking Spaces (but not Tenant's Special Parking Spaces) shall be reduced
proportionally. Furthermore, as provided in Section 26A of the Original Lease,
if any governmental authority, agency or department requires the use of any
parking areas serving the Windy Point of Schaumburg complex (including areas
containing Tenant's reserved parking spaces), Tenant shall no longer have the
right to use such areas and Landlord shall have no liability to Tenant (nor
shall Rent abate or be reduced) on account of such reduction in available
parking areas (provided Landlord shall, within a reasonable period after such
areas are no longer available, cause the parking areas serving the Windy Point
of Schaumburg complex to have a number of parking spaces equal to at least 90%
of the parking spaces depicted on Exhibit A attached hereto).

D. Landlord acknowledges that Tenant has expressed an interest in acquiring
the right to park automobiles on the site immediately north of the Windy Point
of Schaumburg complex (the "NiGas Site"). During the first year of the Term,
Landlord shall cooperate with Tenant in attempting to acquire such right from
the owner of the NiGas Site. Neither Landlord nor Tenant shall be obligated to
proceed with any such acquisition unless and until Landlord and Tenant mutually
agree, in writing, upon the configuration and other terms of such right
(provided Tenant acknowledges that it is the parties' intention that all costs
associated with such acquisition and the construction of any improvements will
be borne by Tenant, in a manner mutually agreeable to the parties).

7. BASE BUILDING IMPROVEMENTS.
--------------------------

A. Landlord agrees to construct the Building so that the size of the
Building (exterior and each floor plate) is consistent with the plans and
specifications listed on Exhibit B attached hereto (subject to changes to the
size of the Building approved by Tenant in writing, in advance [which approval
shall not be unreasonably withheld, conditioned or delayed]).

B. At Tenant's request, Landlord has agreed to incorporate the additional
base building improvements generally described on Exhibit C attached hereto.
Tenant acknowledges that the foregoing changes and additions to the base
building improvements will increase the costs thereof as shown on Exhibit C
(collectively, the "Increased Base Building Costs") and may result in Tenant

3

Delays with respect to those items where, under "Construction Delays," Exhibit C
states "TBD" or "None Yet." The Increased Base Building Costs shall be paid by
Tenant as follows:

first, the credit shown on Exhibit C shall be applied against the
Increased Base Building Costs until such credit is exhausted;

second, upon Tenant's written request, any portion of the Allowance
that is not allocable to the Work (as such capitalized terms are defined in
the Work Letter Agreement) may be used to pay for the Increased Base
Building Costs; and

third, Tenant shall pay to Landlord any unpaid Increased Base Building
Costs for any item described on Exhibit C within 30 days after Landlord
provides Tenant with a copy of the general contractor's invoice (or draw
request) for such item.

Any Tenant Delays shall have the effect set forth in Paragraph 7 of the Work
Letter Agreement. Any additional changes to the base building work desired by
Tenant beyond those described on Exhibit C shall continue to be governed by
Paragraph 8 of the Work Letter Agreement.

8.   BROKER. Tenant represents that except for Fifield Realty Corp. and
------
Julien J. Studley, Inc. (collectively, the "Brokers"), Tenant has not dealt with
any real estate broker, salesperson or finder in connection with this Amendment,
and no such person initiated or participated in the negotiation of this
Amendment. Tenant agrees to indemnify, defend and hold Landlord, its property
manager and their respective employees harmless from and against all claims,
demands, actions, liabilities, damages, costs and expenses (including reasonable
attorneys' fees) arising from either (i) a claim for a fee or commission made by
any broker, other than the Broker, claiming to have acted by or on behalf of
Tenant in connection with this Amendment, or (ii) a claim of, or right to, lien
under the statutes of Illinois relating to real estate broker liens with respect
to any such broker retained by Tenant. Landlord agrees to pay the Brokers a
commission in accordance with the agreement between Landlord and the Brokers (as
amended by the First Amendment). Landlord represents to Tenant that Landlord has
dealt only with the Brokers in connection with this Amendment and that, insofar
as Landlord knows, no other broker negotiated this Amendment or is entitled to
any commission in connection herewith. Landlord agrees to indemnify, defend and
hold Tenant harmless from and against all claims, demands, actions, liabilities,
damages, costs and expenses (including reasonable attorneys' fees) arising from
a claim for a fee or commission made by any broker, other than the Brokers,
claiming to have acted by or on behalf of Landlord in connection with this
Amendment.

9.   BINDING EFFECT. The Lease, as amended hereby, shall continue in full
--------------
force and effect, subject to the terms and provisions thereof and hereof. In the
event of any conflict between the terms of the Lease and the terms of this
Amendment, the terms of this Amendment shall control. This Amendment shall be
binding upon and inure to the benefit of Landlord, Tenant and their respective
successors and permitted assigns.

4

10. LIMITATION OF LIABILITY. Any liability of Landlord under the Lease, as
-----------------------
amended hereby, shall be limited solely to its equity interest in the Building,
and in no event shall any personal liability be asserted against Landlord in
connection with the Lease, as amended hereby, nor shall any recourse be had to
any other property or assets of Landlord. The obligations of Tenant under the
Lease, as amended hereby, do not constitute personal obligations of the
individual officers and employees of Tenant.

IN WITNESS WHEREOF, this Amendment is executed as of the day and year
aforesaid.

LANDLORD:                                     TENANT:
--------                                      ------

WINDY POINT OF SCHAUMBURG                     ZURICH AMERICAN INSURANCE
L.L.C., a  Delaware limited                   COMPANY, a New York corporation
liability company

By: FRC WINDY POINT L.L.C., an
Illinois limited liability company, its
managing member                           By: /s/ Robert Windsor
------------------------------
Title: Vice President
---------------------------

By: /s/ Steven D. FiField
---------------------------
Title: Managing Member
------------------------

MORTGAGEE'S CONSENT
-------------------

The undersigned hereby consents to the foregoing Amendment, provided
that the undersigned reserves all rights granted to the undersigned under the
loan documents to review additional changes to the scope of work for the
Building.

NATIONAL CITY BANK OF MICHIGAN-ILLINOIS

By: /s/ [ILLEGIBLE]
------------------------------------
Title: Senior Vice President
---------------------------------

5

EXHIBIT A

REVISED PARKING PLAN (SHOWING RESERVED SURFACE PARKING SPACES)

[SITE PLAN APPEARS HERE]

EXHIBIT 10.121

AGREEMENT FOR PURCHASE AND SALE OF
THE ARTHUR ANDERSEN BUILDING

AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY
-----------------------------------------------

THIS AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY (the "Agreement"), is
made and entered into as of the 11/th/ day of January, 2002, by and between
SARASOTA HASKELL, LLC, a Florida limited liability company (hereinafter referred
to as "Seller") and WELLS CAPITAL, INC., a Georgia corporation (hereinafter
referred to as "Purchaser").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, Seller desires to sell and Purchaser desires to purchase the
Property (as hereinafter defined) subject to the terms and conditions
hereinafter set forth.

NOW, THEREFORE, for and in consideration of the premises, the mutual
agreements contained herein, the sum of Ten and No/100 Dollars ($10.00) in hand
paid by Purchaser to Seller at and before the sealing and delivery of these
presents and for other good and valuable consideration, the receipt, adequacy,
and sufficiency of which are hereby expressly acknowledged by the parties
hereto, the parties hereto do hereby covenant and agree as follows:

1.   Purchase and Sale of Property. Subject to and in accordance with the
-----------------------------
terms and provisions of this Agreement, Seller hereby agrees to sell to
Purchaser and Purchaser hereby agrees to purchase from Seller, the Property,
which term "Property" shall mean and include the following:

(a) all that tract or parcel of land located at 101 Arthur Andersen
Parkway in the City of Sarasota, Sarasota County, Florida, and being more
particularly described on Exhibit "A" attached hereto and by this reference
-----------
made a part hereof (hereinafter referred to as the "Land"); and

(b) all rights, privileges, and easements appurtenant to the Land,
including all water rights, mineral rights, development rights, air rights,
reversions, or other appurtenances to said Land, if any, and all right,
title, and interest of Seller, if any, in and to any land lying in the bed
of any street, road, alley, or right-of-way, open or proposed, adjacent to
or abutting the Land; and

(c) all buildings, structures, and improvements situated on the Land,
including, without limitation, that certain office building, all parking
areas and other amenities located on the Land, and all apparatus,
elevators, built-in appliances, equipment, pumps, machinery, plumbing,
heating, air conditioning, and electrical and other fixtures located on the
Land (all of which are together hereinafter referred to as the
"Improvements"); and

(d) all personal property now owned or hereafter acquired by Seller
and located on, or used in connection with, the Land and Improvements,
including, without limitation, the items set forth and described on Exhibit
-------
"B" attached hereto and by this reference made a part hereof, and all other
---
equipment, supplies, tools, furniture, furnishings, office

equipment, fittings, appliances, shades, wall-to-wall carpet,
draperies, screens and screening, art, awnings, plants, shrubbery,
landscaping, lawn care and building maintenance equipment, vending
machines and other furnishings or items of personal property owned by
Seller and used in connection with the operation of the Land and
Improvements (all of which are together hereinafter referred to as the
"Personal Property"); and

(a) all of Seller's right, title, and interest, as landlord or
lessor, in and to the Lease (as hereinafter defined); and

(b) all of Seller's right, title, and interest in and to the
plans and specifications with respect to the Improvements and any
guarantees, trademarks, rights of copyright, warranties, or other
rights related to the ownership of or use and operation of the Land,
Personal Property, or Improvements, all governmental licenses and
permits, and all intangibles associated with the Land, Personal
Property, and Improvements.

1.    Earnest Money. Within ten (10) business days after the full
-------------
execution of this Agreement, Purchaser shall deliver to Chicago Title Insurance
Company ("Escrow Agent"), whose offices are at 200 West Forsyth, Suite 1000,
Jacksonville, Florida 32202, Attn: Mr. Perry C. Craver, telephone (904)
358-2117, either by Purchaser's check, payable to Escrow Agent, or by wire
transfer of federal funds to Escrow Agent's account, the sum of Two Hundred
Fifty Thousand and No/100 Dollars ($250,000.00) (the "Earnest Money"), which
Earnest Money shall be held and disbursed by Escrow Agent pursuant to a written
Escrow Agreement, a copy of which is attached hereto as Exhibit "C" and by this
-----------
reference made a part hereof. The Earnest Money shall be paid by Escrow Agent to
Seller at Closing and shall be applied as a credit to the Purchase Price (as
hereinafter defined). All interest and other income from time to time earned on
the Earnest Money shall be deemed a part of the Earnest Money for all purposes
of this Agreement.

2.    Purchase Price. Subject to adjustment and credits as otherwise
--------------
specified in this Agreement, the purchase price (the "Purchase Price") to be
paid by Purchaser to Seller for the Property shall be Twenty-One Million Four
Hundred Thousand and No/00 Dollars ($21,400,000.00). The Purchase Price shall be
paid by Purchaser to Seller at the Closing (as hereinafter defined) by wire
transfer of good federal funds to an account designated in writing by Seller,
less the amount of Earnest Money and subject to prorations, adjustments, and
credits as otherwise specified in this Agreement.

3.    Purchaser's Inspection and Review Rights. Commencing on the
----------------------------------------
effective date of this Agreement and subject to the rights of the Tenant (as
hereinafter defined), upon giving reasonable advance notice to Seller's property
manager, Purchaser and its agents, engineers, or representatives, with Seller's
reasonable, good faith cooperation, shall have the privilege of going upon the
Property as needed to inspect, examine, test, and survey the Property at all
reasonable times and from time to time. Such privilege shall include the right
to make borings and other tests to obtain information necessary to determine
surface and subsurface conditions, provided that such activities do not
materially interfere with the rights of the Tenant or the ongoing operation of
the Property. Purchaser shall maintain at all times during its entry upon the
Property, commercial

2

general liability insurance with limits of not less than One Million and No/100
Dollars ($1,000,000.00) per occurrence, combined single limit. Such policy of
insurance shall name Seller as an additional insured and such policy shall be
primary with respect to the activities of Purchaser and its agents, engineers or
representatives at the Property, whether or not Seller holds other policies of
insurance. If requested by Seller, a certificate issued by the insurance carrier
of such policy shall be delivered to Seller prior to entry upon the Property by
Purchaser or its agents, engineers or representatives. Purchaser hereby agrees
to hold Seller harmless from any liens, claims, liabilities, and damages
incurred through the exercise of such privilege (but excluding any liability
arising out of the existing environmental condition of the Property or the
presence of toxic or hazardous substances thereon and excluding any claims
arising out of a release of existing or in-place hazardous or toxic substances
on or under the Property), and Purchaser further agrees to repair any damage to
the Property caused by the exercise of such privilege (excluding any damage
arising out of a release of existing or in-place hazardous or toxic substances
on or under the Property). The obligations of Purchaser under the preceding
sentence shall survive the Closing or any termination of this Agreement.

Seller has heretofore provided to Purchaser true and complete copies of the
Lease, and the reports, documents and instruments described on Exhibit "D"
-----------
attached hereto and by reference made a part hereof. Within two (2) business
days after the effective date of this Agreement, Seller shall deliver to
Purchaser true and complete copies of the reports, documents and instruments
relating to the Property of the nature described on Exhibit "E" attached hereto
-----------
and by reference made a part hereof. In addition to the foregoing, at all
reasonable times prior to the Closing, Seller shall make available to Purchaser,
or Purchaser's agents and representatives, at Seller's office or the office of
the property manager in either Sarasota Florida, or Jacksonville, Florida, and
for copying at Purchaser's expense, all other books, records, and files relating
to the ownership and operation of the Property in the possession or control of
Seller or Seller's managing agent. Seller further agrees to in good faith assist
and cooperate with Purchaser in coming to a thorough understanding of the books,
records, and files relating to the Property.

5. Special Condition to Closing. Purchaser shall have until and through the
----------------------------
date for Closing (the "Inspection Period") to make investigations, examinations,
inspections, market studies, feasibility studies, lease reviews, and tests
relating to the Property and the operation thereof in order to determine, in
Purchaser's sole opinion and discretion, the suitability of the Property for
acquisition by Purchaser. Purchaser shall have the right to terminate this
Agreement at any time prior to the expiration of the Inspection Period by giving
written notice to Seller of such election to terminate. In the event Purchaser
so elects to terminate this Agreement, Escrow Agent shall pay to Seller from the
Earnest Money the sum of Twenty-Five Dollars ($25.00) and the balance of the
Earnest Money shall be refunded by Escrow Agent to Purchaser, whereupon, except
as expressly provided to the contrary in this Agreement, no party hereto shall
have any other or further rights or obligations under this Agreement. Seller
acknowledges that the sum of $25.00 is good and adequate consideration for the
termination rights granted to Purchaser hereunder.

6. General Conditions Precedent to Purchaser's Obligations Regarding the
---------------------------------------------------------------------
Closing. In addition to the conditions to Purchaser's obligations set forth in
-------
Paragraph 5 above, the obligations

3

and liabilities of Purchaser hereunder shall in all respects be conditioned upon
the satisfaction of each of the following conditions prior to or simultaneously
with the Closing, any of which may be waived by written notice from Purchaser to
Seller:

(a) Seller has complied with and otherwise performed each of the
material covenants and obligations of Seller set forth in this
Agreement.

(b) All representations and warranties of Seller as set forth in
this Agreement shall be in all respects true and correct in all
material respects as of the date made and as of Closing (and as if
made without limitation as to Seller's knowledge).

(c) There has been no adverse change to the title to the Property
which has not been cured and the Title Company (as hereinafter
defined) is prepared to issue to Purchaser upon the Closing a fee
simple owner's title insurance policy on the Land and Improvements
pursuant to the Title Commitment (and Endorsements).

(d) The Tenant shall not be in material default (without regard
to the expiration of any applicable cure period provided in the Lease
with Tenant) under the terms of the Lease as of the date of Closing.

(e) Seller shall obtain and deliver to Purchaser a fully
completed estoppel certificate with respect to the Lease substantially
in the form attached hereto as Exhibit "F" and by this reference made
a part hereof (herein referred to as the "Tenant Estoppel
Certificate"), duly executed by the Tenant thereunder. The Tenant
Estoppel Certificate shall be executed as of a date not more than
fifteen (15) days prior to Closing.

(f) Seller shall obtain and deliver to Purchaser a fully
completed estoppel certificate executed by Sarasota Commerce Center
Association, Inc. substantially in the form attached hereto as Exhibit
-------
"G" and by this reference made a part hereof (herein referred to as
-
the "Association Estoppel Certificate"). The Association Estoppel
Certificate shall be executed as of a date not more than fifteen (15)
days prior to Closing.

(g) Seller shall obtain and deliver to Purchaser a fully
completed estoppel certificate executed by Arthur Andersen LLP
substantially in the form attached hereto as Exhibit "H" and by this
----------
reference made a part hereof (herein referred to as the "Andersen
Estoppel Certificate"). The Andersen Estoppel Certificate shall be
executed as of a date not more than fifteen (15) days prior to
Closing.

In the event Purchaser shall terminate this Agreement as a result of the
non-satisfaction of any of the foregoing conditions, Purchaser shall be entitled
to an immediate return of the Earnest Money from Escrow Agent.

7.   Title to the Property. Good and marketable fee simple record
---------------------
title to the Land and Improvements shall be conveyed by Seller to Purchaser by
Special Warranty Deed, free and clear of

4

all liens, easements, restrictions, and encumbrances whatsoever, excepting only
the matters set forth on Exhibit "I" attached hereto and by this reference made
----------
a part hereof (hereinafter referred to as the "Permitted Exceptions"). Seller
covenants and agrees that Seller, at its sole cost and expense, shall, within
five (5) days after the effective date of this Agreement, cause Chicago Title
Insurance Company (herein referred to as "Title Company") to deliver to
Purchaser its commitment (herein referred to as the "Title Commitment") to issue
to Purchaser upon the recording of the Special Warranty Deed conveying title to
the Land and Improvements from Seller to Purchaser, the payment of the Purchase
Price, and the payment to the Title Company of the policy premium therefor, an
ALTA owner's policy of title insurance, in the amount of the Purchase Price,
insuring good and marketable fee simple record title to the Land and
Improvements to be in Purchaser. The Title Commitment shall not contain any
exception for mechanic's or materialmen's liens or any exception for unpaid
taxes other than and exception for taxes for years subsequent to 2001 not yet
due or payable. Such Title Commitment shall not contain any exception for rights
of parties in possession other than an exception for the rights of the Tenant
(as hereinafter defined), as tenant only, under the Lease. The Title Commitment
shall not contain an exception for the state of facts which would be disclosed
by a survey of the Property or an "area and boundaries" exception, and in lieu
thereof, the Title Commitment shall contain an exception only for the matters
shown on the as-built survey to be provided by Seller to Purchaser in accordance
with Paragraph 9(e) hereof. The Title Commitment shall also contain such other
special endorsements available to be issued in Florida as Purchaser shall
reasonably require (the "Endorsements"). Seller shall also cause to be delivered
to Purchaser together with such Title Commitment, legible copies of all
documents and instruments referred to therein. Purchaser, upon receipt of the
Title Commitment and the copies of the documents and instruments referred to
therein, shall then have until the date of Closing during which to examine same
after which Purchaser shall notify Seller of any defects or objections affecting
the record marketability of the title to the Property, other than the Permitted
Exceptions. If Purchaser fails to give such notice of defects or objections as
to any matters disclosed by such Title Commitment, such matters shall be deemed
to be additional Permitted Exceptions. Seller shall then have until the earlier
of the date of Closing or three (3) days after receipt of such notice of title
defects or objections from Purchaser to advise Purchaser in writing which of
such title defects or objections Seller does not intend to satisfy or cure;
provided, however, Seller hereby agrees that Seller shall satisfy or cure any
such defects or objections consisting of taxes, mortgages, deeds of trust,
mechanic's or materialmen's liens created by or arising under Seller, or other
such monetary encumbrances created by or arising under Seller, and Seller agrees
that Seller shall obtain a dismissal with prejudice of the proceedings described
on Exhibit "J" attached hereto and by reference made a part hereof. In the event
----------
Seller fails to give such written advice to Purchaser within such three (3) day
period, Seller shall be deemed to have declined to satisfy or cure all such
defects or objections set forth in Purchaser's notice. Seller shall have until
Closing to satisfy or cure all such defects and objections which Seller agreed
to satisfy or cure as provided above. In the event Seller fails or refuses to
cure any defects and objections which are required herein to be satisfied or
cured by Seller prior to the Closing, then, at the option of Purchaser, (i)
Purchaser may terminate this Agreement by written notice to Seller and Escrow
Agent, in which event the Earnest Money shall be immediately refunded to
Purchaser, and Purchaser and Seller shall have no further rights, obligations or
liabilities hereunder, except for the obligations of the parties which are
herein expressly stated to survive the termination of this

5

Agreement, (ii) if any such defect or objection is one that Seller agreed to
satisfy or cure as provided above, the same shall be paid or satisfied out of
the Seller's closing proceeds, (iii) Purchaser may accept title to the Property
subject to such defects and objections, or (iv) any combination of items (ii)
and (iii).

8.   Representations and Warranties of Seller. Seller hereby makes the
----------------------------------------
following representations and warranties to Purchaser, each of which shall be
deemed material:

(a) Lease. Attached hereto as Exhibit "K" and by this reference
-----                     ----------
made a part hereof is a description of the only lease in effect
relating to the Property and all modifications and amendments to such
lease (such lease, as modified and amended, being herein collectively
referred to as the "Lease"). Seller has delivered to Purchaser a
complete and accurate copy of the Lease. Seller is the "landlord"
under the Lease and owns unencumbered legal and beneficial title to
the Lease and the rents and other income thereunder, subject only to
an existing mortgage and assignment instruments in favor of SouthTrust
Bank, National Association, which shall be paid and cancelled at the
time of the Closing. The tenant identified in the Lease is hereinafter
referred to as the "Tenant".

(b) Lease - Assignment. To the Seller's knowledge, the Tenant has
------------------
not assigned its interest in the Lease or sublet any portion of the
premises leased to the Tenant under its Lease.

(c) Lease - Default. (i) Seller has not received any written
---------------
notice of termination or default under the Lease, (ii) to the Seller's
knowledge, there are no existing or uncured defaults by Seller, by any
predecessor landlord, or by Tenant under the Lease, (iii) Tenant has
not asserted in writing any defense, set-off, or counterclaim with
respect to its tenancy or its obligation to pay rent, additional rent,
or other charges pursuant to its Lease, and (iv) to the Seller's
knowledge, Tenant is not using its premises in violation of any
restrictive covenant applicable to the Property.

(d) Lease - Rents and Special Consideration. The Tenant: (i) has
---------------------------------------
not prepaid rent for more than the current month under the Tenant's
Lease, (ii) is not entitled to receive any rent concession (not
already taken) in connection with its tenancy under its Lease, (iii)
is not entitled to any special work (not yet performed) or
consideration (not yet given) in connection with its tenancy, and (iv)
does not have any deed, option, or other evidence of any right or
interest in or to the Property, except for such Tenant's tenancy as
evidenced by the express terms of the Tenant's Lease. As of the date
hereof, the amount of the "Capital Reserve" funds held by Seller under
Section 3.5(b) of the Lease is $82,137.00. To the Seller's knowledge,
all "Reserve Contribution" amounts heretofore paid by Tenant to Seller
have been drawn upon or used by Seller solely to pay qualifying
capital expenses as provided in Section 3.5(b) of the Lease.

(e) Lease - Commissions. No rental, lease, or other commissions
-------------------
with respect to the Lease is payable to Seller, to any partner of
Seller, any party affiliated with or related

6

to Seller or any partner of Seller or to any third party whatsoever.
All commissions payable under, relating to, or as a result of the
Lease have been cashed-out and paid and satisfied in full by Seller,
and no further commissions shall be due or payable as a result of the
Lease or as a result of the exercise by the Tenant thereunder of any
right or option in the Lease to extend the term of such Lease or to
expand the space leased thereunder.

(f) Lease - Acceptance of Premises. Seller has not received
------------------------------
written notice from the Tenant that Tenant's premises are not in full
compliance with the terms and provisions of such Tenant's Lease or are
not satisfactory for such Tenant's purposes. Tenant has not indicated
to Seller in writing its request or its intent to terminate its Lease
prior to the expiration of the term of such Lease or to reduce the size
of the premises leased by such Tenant.

(g) Service Contracts. Attached hereto as Exhibit "L" and by
-----------------                     -----------
this reference made a part hereof is a complete and accurate list and
description of all of the service contracts, management agreements, or
other agreements (other than the Lease) which are in effect and which
relate to the operation, management, or maintenance of the Property
(said agreements being herein collectively referred to as the "Service
Contracts"). Seller has provided Purchaser with complete and accurate
copies of all Service Contracts. To the Seller's knowledge, all such
Service Contracts are in full force and effect in accordance with their
respective provisions, all payments required to be made by Seller or
the "Owner" thereunder have been paid in full, and there is no default,
or claim of default, or any event which the passage of time or notice,
or both, would constitute a default on the part of any party to any of
such Service Contracts. All Service Contracts are assignable by Seller
to Purchaser and no Service Contract prohibits such assignment or
provides for any right, claim, or cause of action against Purchaser or
the Property upon such assignment. Seller has cancelled or will cancel,
effective as of the Closing, any agreement in the nature of a
management agreement or service contract between Seller and any partner
of Seller or any party affiliated with or related to Seller or any
partner of Seller.

(h) Warranties and Guaranties. All of the warranties and
-------------------------
guaranties of contractors, vendors, manufacturers and other parties
which are known by Seller to be in effect and to relate to the Property
and which are in the possession and control of Seller will be made
available to Purchaser for review and copying at the Property or at
Seller's Jacksonville, Florida office at all times prior to Closing.

(i) No Other Agreements. Other than the Lease, the Service
-------------------
Contracts, and the Permitted Exceptions, there are no leases, service
contracts, management agreements, or other agreements or instruments in
force and effect, oral or written, that grant to any person whomsoever
or any entity whatsoever any right, title, interest or benefit in or to
all or any part of the Property, any rights to acquire all or any part
of the Property or any rights relating to the use, operation,
management, maintenance, or repair of all or any part of the Property.

7

(j) No Litigation. Except as disclosed on Exhibit "J" attached
-------------                         -----------
hereto and by this reference made a part hereof, there are no actions,
suits, or proceedings pending, or to the Seller's knowledge threatened
by any organization, person, individual, or governmental agency against
Seller with respect to the Property or against the Property. Seller
also has no knowledge of any pending or threatened application for
changes in the zoning applicable to the Property or any portion
thereof.

(k) Condemnation. No condemnation or other taking by eminent
------------
domain of the Property or any portion thereof has been instituted and,
to the Seller's knowledge, there are no pending or threatened
condemnation or eminent domain proceedings (or proceedings in the
nature or in lieu thereof) affecting the Property or any portion
thereof or its use.

(l) Proceedings Affecting Access.  There are no pending or, to
----------------------------
the Seller's knowledge, threatened proceedings that could have the
effect of impairing or restricting access between the Property and
adjacent public roads.

(m) Certificates. There are presently in effect permanent
------------
certificates of occupancy, licenses, and permits as may be required for
the Property, and to the Seller's knowledge, the present use and
occupation of the Property is in compliance and conformity with the
certificates of occupancy and all licenses and permits. Within two (2)
business days after the effective date of this Agreement, Seller shall
provide Purchaser with complete and accurate copies of all such
Certificates of Occupancy, licenses and permits which are currently
required and known by Seller to relate to the Property and which are in
the possession or control of Seller. There are no outstanding written
notices or requests of any municipal department, insurance company or
board of fire underwriters (or organization exercising functions
similar thereto), or mortgagee directed to Seller and requesting the
performance of any work or alteration in respect to the Property which
has not been complied with.

(n) Compliance With Governmental Requirements. To the Seller's
-----------------------------------------
knowledge, there are no violations of law, municipal or county
ordinances, or other legal requirements with respect to the Property,
and the Improvements thereon comply with all applicable legal
requirements with respect to the use, occupancy, and construction
thereof, including the Americans with Disabilities Act.

(o) Survey. Seller has heretofore delivered to Purchaser the
------
most current "as-built" survey of the Land and Improvements in the
possession or control of Seller.

(p) Initial Utility Charges. All installation and connection
-----------------------
charges for utilities serving the Property have been paid in full.

(q) No Liens. All contractors, subcontractors, and other
--------
persons or entities furnishing work, labor, materials, or supplies by
or at the instance of Seller for the Property

8

have been paid in full and, other than routine ongoing charges
pursuant to the Service Contracts, there are no claims against the
Property or Seller in connection therewith.

(r) No Liens Upon Building Service Equipment. None of the
----------------------------------------
fixtures, equipment, apparatus, fittings, machinery, appliances,
furniture, furnishings, and articles of personal property attached or
appurtenant to, or used in connection with the occupation or operation
of, all or any part of the Property are leased by Seller from third
parties, and all of same which are owned by Seller, including the
Personal Property, are free of any and all liens, encumbrances,
charges, or adverse interests, except for the security interest
granted to SouthTrust Bank, National Association, which security
interest shall be terminated at the time of the Closing.

(s) Employees. There are no employment, collective bargaining,
---------
or similar agreements or arrangements between Seller and any of its
employees or others which will be binding on Purchaser or any of
Purchaser's successors in title.

(t) Bankruptcy. Seller is solvent and has not made a general
----------
assignment for the benefit of creditors nor been adjudicated a bankrupt
or insolvent, nor has a receiver, liquidator, or trustee for any of
Seller's properties (including the Property) been appointed or a
petition filed by or against Seller for bankruptcy, reorganization, or
arrangement pursuant to the Federal Bankruptcy Act or any similar
Federal or state statute, or any proceeding instituted for the
dissolution or liquidation of Seller.

(u) Authorization. Seller is a duly organized and validly
-------------
existing limited liability company under the laws of the State of
Florida. This Agreement has been duly authorized and executed on behalf
of Seller, all necessary action on the part of Seller to authorize the
transactions herein contemplated has been taken, and no further action
is necessary for such purpose, and this Agreement constitutes the valid
and binding agreement of Seller, enforceable in accordance with its
terms, subject to bankruptcy, insolvency and similar laws affecting
generally the enforcement of creditor's rights. Neither the execution
and delivery of this Agreement nor the consummation of the transaction
contemplated hereby will (i) be in violation of Seller's Articles of
Organization or Operating Agreement, (ii) conflict with or result in
the breach or violation of any law, regulation, writ, injunction or
decree of any court or governmental instrumentality applicable to
Seller, or (iii) constitute a breach of any evidence of indebtedness or
agreement of which Seller is a party or by which Seller is bound.

(v) Seller Not a Foreign Person. Seller is not a "foreign
---------------------------
person" which would subject Purchaser to the withholding tax
provisions of Section 1445 of the Internal Revenue Code of 1986, as
amended.

As used herein, the term "Seller's knowledge" shall mean the actual present
knowledge of David C. Stubbs and Christopher S. Park, without investigation or
the need to conduct investigation. At Closing, Seller shall represent and
warrant to Purchaser that all such representations and warranties

9

of Seller in this Agreement remain true and correct in all material respects as
of the date of the Closing, except for any changes in any such representations
or warranties that occur and are disclosed by Seller to Purchaser expressly and
in writing at any time and from time to time prior to Closing upon their
occurrence, which disclosures shall thereafter be updated by Seller to the date
of Closing. Each and all of the express representations, warranties and
covenants made and given by Seller to Purchaser in this Paragraph 8 shall
survive the execution and delivery of the Special Warranty Deed by Seller to
Purchaser for a period of one (1) year after the Closing whereupon they shall
expire, except to the extent that with respect to any particular alleged breach,
Purchaser gives Seller written notice prior to the expiration of said one (1)
year period of such alleged breach and files an action against Seller with
respect thereto within ninety (90) days after the giving of such notice. If
there is any material change in any representations or warranties and Seller
does not cure or correct such changes prior to Closing, then Purchaser may, at
Purchaser's option, (i) close and consummate the transaction contemplated by
this Agreement, except that after such closing and consummation Purchaser shall
have the right to seek actual monetary damages from Seller not to exceed
$500,000.00 for any such changes knowingly and intentionally caused by Seller or
any such representations or warranties knowingly and intentionally breached by
Seller, or (ii) terminate this Agreement by written notice to Seller, whereupon
the Earnest Money shall be immediately returned to Purchaser, and thereafter the
parties hereto shall have no further rights or obligations hereunder, except
only (1) for such rights or obligations that, by the express terms hereof,
survive any termination of this Agreement and (2) that Purchaser shall have the
right to seek actual monetary damages from Seller for any changes in such
representations and warranties knowingly and intentionally caused by Seller or
any such representations and warranties knowingly and intentionally breached by
Seller, subject to the limitation set forth in Paragraph 16 hereof.

Except as otherwise expressly provided in this Agreement or in any
documents to be executed and delivered by Seller to Purchaser at the Closing,
Seller has not made, and Purchaser has not relied on, any representation or
warranty, express or implied, regarding the Property, whether made by Seller, on
Seller's behalf or otherwise. Purchaser acknowledges (i) that Purchaser has
entered into this Agreement with the intention of making and relying upon its
own investigation or that of Purchaser's own consultants and representatives
with respect to the physical, environmental, and economic condition of the
Property and (ii) that Purchaser is not relying upon any statements,
representations or warranties of any kind, other than those specifically set
forth in this Agreement or in any document to be executed and delivered by
Seller to Purchaser at the Closing, made (or purported to be made) by Seller or
anyone acting or claiming to act on Seller's behalf. Purchaser shall be provided
the right and opportunity to inspect the Property and, subject to the terms and
conditions of this Agreement, shall purchase the Property in its "as is"
condition, "with all faults".

9.   Seller's Additional Covenants. Seller does hereby further covenant and
-----------------------------
agree as follows:

(a)  Operation of Property. Seller hereby covenants that, from the
---------------------
date of this Agreement up to and including the date of Closing, Seller
shall: (i) not negotiate with any third party respecting the sale of the
Property or any interest therein, (ii) not modify, amend,

10

or terminate the Lease or enter into any new lease, contract, or other
agreement respecting the Property, unless Seller obtains the prior
written consent to same from Purchaser, which consent shall not be
unreasonably withheld, conditioned or delayed, (iii) not waive any
rights of Seller under the Lease or any Service Contract, unless Seller
obtains the prior written consent to same from Purchaser, which consent
shall not be unreasonably withheld, conditioned or delayed, (iv) not
grant or otherwise create or consent to the creation of any easement,
restriction, liean, assessment, or encumbrance respecting the Property,
unless Seller obtains the prior written consent to same from Purchaser,
which consent shall not be unreasonably withheld, conditioned or
delayed, and (v) cause the Property to be operated, maintained, and
repaired in the same manner as the Property is currently being
operated, maintained, and repaired.

(b) Removal of Personal Property. Seller shall neither
----------------------------
transfer nor remove any Personal Property or fixtures from the Property
after the date of this Agreement except for the purposes of replacement
thereof, in which case such replacements shall be promptly installed
and shall be comparable in quality to the items being replaced.

(c) Preservation of Lease. Seller shall, from and after the
---------------------
date of this Agreement to the date of Closing, use its best efforts to
perform and discharge all of the duties and obligations and shall
otherwise comply with every covenant and agreement of the landlord
under the Lease, at Seller's expense, in the manner and within the time
limits required thereunder. Furthermore, Seller shall, for the same
period of time, use diligent and good faith efforts to cause the Tenant
under the Lease to perform all of its duties and obligations and
otherwise comply with each and every one of its covenants and
agreements under such Lease and shall take such actions as are
reasonably necessary to enforce the terms and provisions of such Lease.
Seller hereby agrees that from and after full execution of this
Agreement, Seller shall not draw on or use any "Capital Reserve" funds
paid by Tenant to Seller under Section 3.5 of the Lease unless Seller
obtains an acknowledgment from Tenant that Seller is authorized under
Section 3.5(b) of the Lease to draw on or use such "Capital Reserve"
funds for qualifying capital expenditures under Section 3.5(b) of the
Lease.

(d) Insurance. From and after the date of this Agreement to
---------
the date and time of Closing, Seller shall, at its expense, continue to
maintain the same all-risk fire and extended coverage insurance
covering the Property which is currently in force and effect.

(e) As-Built Survey. Seller agrees to obtain at Seller's cost
---------------
and deliver to Purchaser prior to December 21, 2001, an as-built survey
of the Land and Improvements prepared for and certified to Wells
Capital, Inc., Wells Operating Partnership, L.P., Bank of America, N.A.
and the Title Company by a registered land surveyor approved by
Purchaser, which approval shall not be unreasonably withheld. Purchaser
hereby approves George F. Young, Inc. as the surveyor. The as-built
survey shall comply with the minimum standard detail requirements for
urban surveys as adopted in 1999 by the American Land Title Association
and American Congress on Surveying and Mapping shall be dated not
earlier

11

than one (1) month prior to Closing, and shall include a certification
from the surveyor in the form attached hereto as Exhibit "N" and by
-----------
reference made a part hereof.

(a)    Estoppel Certificates. Seller agrees to use reasonable and
---------------------
diligent efforts in good faith to obtain and deliver to Purchaser the
Tenant Estoppel Certificate, the Association Estoppel Certificate and
the Andersen Estoppel Certificate duly executed by the applicable
signatories thereof and certifying as to the matters set forth in the
forms of such estoppel certificates attached to this Agreement.

10.   Closing. Provided that all of the conditions set forth in this
-------
Agreement are theretofore fully satisfied or performed, it being fully
understood and agreed, however, that Purchaser may waive expressly and in
writing, at or prior to Closing, any conditions that are unsatisfied or
unperformed at such time, the consummation of the sale by Seller and purchase by
Purchaser of the Property (herein referred to as the "Closing") shall be held on
or before January 15, 2002, at an office in Jacksonville, Florida at the office
of Seller's attorney, and at such specific time and date as shall be designated
by Purchaser in a written notice to Seller not less than three (3) business days
prior to Closing. In the event Purchaser fails to give such Notice of the time,
date and place of Closing, the Closing shall occur at 1:30 p.m. on the last date
for such Closing as provided above, at the Jacksonville, Florida office of the
Seller's attorney.

11.   Seller's Closing Documents. For and in consideration of, and as a
--------------------------
condition precedent to Purchaser's delivery to Seller of the Purchase Price
described in Paragraph 3 hereof, Seller shall obtain or execute, at Seller's
expense, and deliver to Purchaser at Closing the following documents (all of
which shall be duly executed, acknowledged, and notarized where required and
shall survive the Closing):

(a)    Special Warranty Deed. A Special Warranty Deed conveying
---------------------
to Purchaser marketable fee simple title to the Land and Improvements,
together with all rights, members, easements, and appurtenances
thereof, subject only to the Permitted Exceptions. The legal
description set forth in the Special Warranty Deed shall be identical
to Exhibit "A" attached hereto. In the event the as-built survey of the
-----------
Land and Improvements obtained by Seller as provided in Paragraph 9(e)
hereof shall differ from the legal description set forth on Exhibit "A"
-----------
hereto, Seller shall execute and deliver to Purchaser a quitclaim deed
containing a legal description based upon such as-built survey;

(b)    Bill of Sale.  A Bill of Sale conveying to Purchaser
------------
marketable title to the Personal Property in the form and substance of
Exhibit "O" attached hereto and by this reference made a part hereof;
-----------

(c)    Blanket Transfer. A Blanket Transfer and Assignment in the
----------------
form and substance of Exhibit "P" attached hereto and by this
-----------
reference made a part hereof;

(d)    Assignment and Assumption of Lease. An Assignment and
----------------------------------
Assumption of Lease in the form and substance of Exhibit "Q" attached
-----------
hereto and by this reference made a

12

part hereof, assigning to Purchaser all of Seller's right, title, and
interest in and to the Leases and the rents thereunder;

(e) Seller's Certificate. A certificate evidencing the
--------------------
reaffirmation of the truth and accuracy of Seller's representations,
warranties, and agreements set forth in Paragraphs 8 and 19 hereof;

(f) Seller's Affidavit. A customary Seller's Affidavit in the
------------------
form of Exhibit "R" attached hereto and by this reference made a part
-----------
hereof;

(g) FIRPTA Certificate. A FIRPTA Affidavit in the form and
------------------
substance of Exhibit "S" attached hereto and by this reference made a
-----------
part hereof;

(h) Surveys and Plans. Such surveys, site plans, plans and
-----------------
specifications, and other matters relating to the Property as are
described in subparagraph (a) of the Blanket Transfer and Assignment
and are in the possession or control of Seller;

(i) Certificates of Occupancy. Original or Seller certified
-------------------------
copies of Certificates of Occupancy for all space within the
Improvements, to the extent same are in the possession or control of
Seller;

(j) Lease. The original executed counterpart(s) of the Lease in
-----
the possession or control of Seller;

(k) Service Contracts. An original executed counterpart of each
-----------------
Service Contract;

(l) Estoppel Certificates. The Tenant Estoppel Certificate,
-----------------
Association Estoppel Certificate and Andersen Estoppel Certificate
referred to in Paragraphs 6(e), 6(f) and 6(g) hereof, if and to the
extent obtained by Seller and if not previously delivered to
Purchaser;

(m) Operating Expense Statements. Statements, certified to be
----------------------------
complete and accurate by Seller, of operating expenses and other
financial and expense information required in order to compute any
escalations of and adjustments in rent, additional rent, operating
expenses, and other charges under the Lease;

(n) Limited Liability Company Resolution. A copy of a
------------------------------------
resolution adopted by the requisite majority in interest of the Members
of Seller, certified by an appropriate officer or manager of Seller to
be in force and unmodified as of the date and time of Closing,
authorizing the execution and delivery of documents required hereunder,
and designating and guaranteeing the signatures of the officers or
managers of Seller who are to execute and deliver all such documents on
behalf of Seller in a form satisfactory to the Title Company;

13

(o) Keys and Records. All of the keys or access cards to any
----------------
doors or locks on the Property and the original tenant files and other
books and records relating to the Property in Seller's possession or
control;

(p) Tenant Notice. Notice from Seller and Purchaser to the
-------------
Tenant of the sale of the Property to Purchaser in such form as
Purchaser shall reasonably approve;

(q) Settlement Statement. A settlement statement setting forth
--------------------
the amounts paid by or on behalf of and/or credited to each of
Purchaser and Seller pursuant to this Agreement; and

(r) Other Documents. Such other documents as shall be
---------------
reasonably required by Purchaser's counsel or the Title Company.

12.     Purchaser's Closing Documents. Purchaser shall obtain or
-----------------------------
execute, at Purchaser's expense, and deliver to Seller at Closing the following
documents, all of which shall be duly executed and acknowledged where required
and shall survive the Closing:

(a) Blanket Transfer. A Blanket Transfer and Assignment in the
----------------
form and substance of Exhibit "P" attached hereto;
----------

(b) Assignment and Assumption of Lease. The Assignment and
----------------------------------
Assumption of Lease in the form and substance of Exhibit "Q" attached
----------
hereto;

(c) Tenant Notice. Notice from Seller and Purchaser to the
-------------
Tenant of the sale of the Property to Purchaser;

(d) Settlement Statement. A settlement statement setting forth
--------------------
the amounts paid by or on behalf of and/or credited to each of
Purchaser and Seller pursuant to this Agreement;

(e) Other Documents. Such other documents as shall be
---------------
reasonably required by Seller's counsel.

13.     Closing Costs. Seller shall pay the cost of the Title
-------------
Commitment, including the cost of the examination of title to the Property made
in connection therewith, the premium for the owner's policy of title insurance
issued pursuant thereto (except for any additional cost attributable to the
Endorsements), the cost of the as-built survey obtained by Seller as provided in
Paragraph 9(e) hereof, the cost of any documentary, transfer or sales tax
imposed by the State of Florida or the City or County of Sarasota upon the
conveyance of the Property pursuant hereto, the attorneys' fees of Seller, and
all other costs and expenses incurred by Seller in closing and consummating the
purchase and sale of the Property pursuant hereto. Purchaser shall pay the
recording fees on the Special Warranty Deed (and quitclaim deed if required
pursuant to Paragraph 11[a] hereof) of the Property from Seller to Purchaser to
be recorded in connection with this

14

transaction, the additional cost of the Title Policy attributable to the
Endorsements, the attorneys' fees of Purchaser, and all other costs and expenses
incurred by Purchaser in closing and consummating the purchase and sale of the
Property pursuant hereto. All other expenses relating to this transaction shall
be allocated in the manner customary in Sarasota, Florida.

14.     Prorations. The following items shall be prorated and/or
----------
credited between Seller and Purchaser as of Midnight preceding the date of
Closing:

(a) Rents. Rents, additional rents, operating costs, and other
-----
income of the Property (other than security deposits) collected by
Seller from the Tenant for the month of Closing. Purchaser shall also
receive a credit against the Purchase Price payable by Purchaser to
Seller at Closing for any rents or other sums prepaid by the Tenant for
any period following the month of Closing, or otherwise. Purchaser
shall receive a credit against the Purchase Price payable by Purchaser
to Seller at Closing for the entire amount of the "Capital Reserve"
paid by the Tenant under the Lease and not theretofore applied to any
capital expenses as authorized by Section 3.5(b) of the Lease and
Paragraph 9(c) hereof. Seller hereby acknowledges that Purchaser shall
not be legally responsible to Seller for the collection of any
uncollected rent or other income under the Lease that is past due or
otherwise due and payable as of the date of Closing. Purchaser agrees
that if (i) Tenant is in arrears on the date of Closing in the payment
of rent or other charges under such Tenant's Lease, and (ii) upon
Purchaser's receipt of any rental or other payment from the Tenant,
such Tenant is, or after application of a portion of such payment will
be, current under such Lease in the payment of all accrued rental and
other charges that become due and payable on the date of Closing or
thereafter and in the payment of any other obligations of the Tenant
to Purchaser, then Purchaser shall refund to Seller, out of and to the
extent of the portion of such payment remaining after Purchaser
deducts therefrom any and all sums due and owing it from the Tenant
from and after the date of Closing, an amount up to the full amount of
any arrearage existing on the date of Closing.

(b) Property Taxes. Ad valorem taxes are paid by the Tenant
--------------
under the Lease and accordingly shall not be prorated between Seller
and Purchaser.

(c) Utility Charges. Except for utilities which are the direct
---------------
responsibility of the Tenant to the applicable public or private
utilities supplier, (i) Seller shall pay all utility bills received
prior to Closing and shall be responsible for utilities furnished to
the Property prior to Closing, and (ii) Purchaser shall be responsible
for the payment of all bills for utilities furnished to the Property
subsequent to the Closing. Seller and Purchaser hereby agree to prorate
as of midnight preceding the date of Closing and pay their respective
shares of all utility bills received subsequent to Closing (if they
include a service period prior to the date of Closing and are not the
responsibility of the Tenant to the applicable public or private
utility supplier), which agreement shall survive Closing. Seller shall
be entitled to all deposits presently in effect with the utility
providers.

15

(d) Service Contracts. Charges under the Service Contracts
-----------------
shall be prorated as of Midnight preceding the date of Closing.

(e) Other Tenant Charges. Where the Lease contains Tenant
--------------------
obligations for taxes, common area expenses, operating expenses or
additional charges of any nature, and where Seller shall have collected
on an estimated basis any portion thereof in excess of amounts owed by
Seller for such items for the period prior to the date of Closing, then
there shall be an adjustment and credit given to Purchaser on the date
of Closing for such excess amounts collected. Purchaser shall apply all
such excess amounts to the charges owed by Purchaser for such items for
the period after the date of Closing, and if required by the Lease,
shall rebate or credit Tenant with any remainder. If it is determined
subsequent to the Closing that the amount collected during Seller's
ownership period exceeded expenses incurred during the same period by
more than the amount previously credited to Purchaser at Closing, then
Seller shall promptly pay to Purchaser the deficiency. If it is
determined subsequent to Closing that the amount collected during
Seller's ownership period exceeded expenses incurred during the same
period by less than the amount previously credited to Purchaser at
Closing, then Purchaser shall promptly pay to Seller the overpayment.

The obligations of the parties under this Paragraph 14 shall survive the
Closing. Notwithstanding anything contained in this Agreement to the contrary,
if the Closing occurs on the last day of a month, the foregoing items shall be
prorated and/or credited between Seller and Purchaser as of Midnight of the date
of Closing (instead of Midnight preceding the date of Closing), and in such case
(i) the Purchase Price shall be reduced by $5,000.00, and (ii) appropriate
changes shall be made in the assumption and indemnity provisions of the Blanket
Transfer and Assignment and the Assignment and Assumption of Lease to the end
that Seller shall be responsible thereunder for the period through the date of
Closing, and Purchaser shall be responsible thereunder for the period after the
date of Closing.

15.     Purchaser's Default. In the event of default by Purchaser under
-------------------
the terms of this Agreement, Seller's sole and exclusive remedy shall be to
terminate this Agreement, receive the Earnest Money from Escrow Agent as
liquidated damages, and receive copies of the "Third Party Reports" from
Purchaser, and thereafter the parties hereto shall have no further rights or
obligations hereunder whatsoever. It is hereby agreed that Seller's damages will
be difficult to ascertain and that the Earnest Money constitutes a reasonable
liquidation thereof and is intended not as a penalty, but as fully liquidated
damages. Seller agrees that in the event of a default by Purchaser, it shall not
initiate any proceeding to recover damages from Purchaser, but shall limit its
recovery to the receipt and retention of the Earnest Money and copies of the
Third Party Reports. The limitations on Purchaser's liability under this
Paragraph 15 shall be inapplicable to the liability of Purchaser for payments,
if any, due by Purchaser to Seller under Paragraph 4 hereof. For purposes
hereof, the term "Third Party Reports" shall mean the reports, studies, surveys
and other information furnished to Purchaser by third parties (excluding
Purchaser's attorneys) in connection with the inspection of the Property. The
delivery of the Third Party Reports by Purchaser shall be without warranty or
representation whatsoever, express or implied, including any warranty as to
accuracy or completeness or otherwise.

16

16.     Seller's Default. In the event of default by Seller under the
----------------
terms of this Agreement, except as otherwise specifically set forth herein, at
Purchaser's option: (i) Purchaser shall be entitled to an immediate refund of
all but $25.00 of the Earnest Money and to pursue against Seller an action for a
specific performance, or (ii) Purchaser may terminate this Agreement by written
notice to Seller, whereupon the Earnest Money shall be immediately returned by
Escrow Agent to Purchaser, and Seller shall further reimburse to Purchaser the
documented out-of-pocket costs and expenses incurred by Purchaser in connection
with the proposed acquisition of the Property by Purchaser, not to exceed
$50,000.00; provided, however, if Seller knowingly and intentionally breaches
any covenant to be performed by Seller under this Agreement or knowingly and
intentionally causes any representation or warranty to be untrue or knowingly
and intentionally does anything to make impossible or defeat the remedy of
specific performance, Purchaser shall be further entitled to seek actual damages
from Seller up to a maximum of $500,000.00.

17.     Condemnation. If, prior to the Closing, all or any part of the
------------
Property is subjected to a bona fide threat of condemnation by a body having the
power of eminent domain or is taken by eminent domain or condemnation (or sale
in lieu thereof), or if Seller has received notice that any condemnation action
or proceeding with respect to the Property is contemplated by a body having the
power of eminent domain, Seller shall give Purchaser immediate written notice of
such threatened or contemplated condemnation or of such taking or sale, and
Purchaser may by written notice to Seller given within fifteen (15) days of the
receipt of such notice from Seller, elect to cancel this Agreement. If Purchaser
chooses to cancel this Agreement in accordance with this Paragraph 17, then the
Earnest Money shall be returned immediately to Purchaser by Escrow Agent and the
rights, duties, obligations, and liabilities of the parties hereunder shall
immediately terminate and be of no further force and effect, except for the
obligations of the parties which are herein expressly stated to survive the
termination of this Agreement. If Purchaser does not elect to cancel this
Agreement in accordance herewith, this Agreement shall remain in full force and
effect and the sale of the Property contemplated by this Agreement, less any
interest taken by eminent domain or condemnation, or sale in lieu thereof, shall
be effected with no further adjustment and without reduction of the Purchase
Price, and at the Closing, Seller shall assign, transfer, and set over to
Purchaser all of the right, title, and interest of Seller in and to any awards
that have been or that may thereafter be made for such taking. At such time as
all or a part of the Property is subjected to a bona fide threat of condemnation
and Purchaser shall not have elected to terminate this Agreement as hereinabove
provided, Purchaser shall be permitted to participate in the proceedings as if
Purchaser were a party to the action. Seller shall not settle or agree to any
award or payment pursuant to condemnation, eminent domain, or sale in lieu
thereof without obtaining Purchaser's prior written consent thereto in each
case.

18.     Damage or Destruction. If any of the Improvements shall be
---------------------
destroyed or damaged prior to the Closing, and if either the estimated cost of
repair or replacement exceeds Two Hundred Fifty Thousand Dollars ($250,000.00)
or the damage is such that the Lease is terminated or terminable at the option
of the Tenant (unless the termination option is waived in writing), Purchaser
may, by written notice given to Seller within twenty (20) days after receipt of
written notice from Seller of such damage or destruction, elect to terminate
this Agreement, in which event

17

the Earnest Money shall immediately be returned by Escrow Agent to Purchaser and
the rights, duties, obligations, and liabilities of all parties hereunder shall
immediately terminate and be of no further force or effect, except for the
obligations of the parties which are herein expressly stated to survive the
termination of this Agreement. If Purchaser does not elect to terminate this
Agreement pursuant to this Paragraph 18, or has no right to terminate this
Agreement (because the damage or destruction does not exceed $250,000.00 and
would not give rise to a right by Tenant to terminate its Lease), and the sale
of the Property is consummated, Purchaser shall be entitled to receive all
insurance proceeds paid or payable to Seller by reason of such destruction or
damage under the insurance required to be maintained by Seller pursuant to
Paragraph 9(d) hereof (less amounts of insurance theretofore received and
applied by Seller to costs actually incurred for restoration). Seller shall not
settle or release any damage or destruction claims without obtaining Purchaser's
prior written consent in each case. All said insurance proceeds received by
Seller by the date of Closing shall be paid by Seller to Purchaser at Closing,
together with the lesser of (i) that amount necessary to cover any difference
between the amount of such proceeds and the estimated cost of repair or
replacement, or (ii) the amount of the deductible under Seller's all-risk
property damage insurance policy. In addition, at Closing, Seller shall pay over
to Purchaser, and assign to Purchaser, all proceeds of any rent loss insurance
for the period of time commencing on the date of Closing. If the amount of said
casualty or rent loss insurance proceeds is not settled by the date of Closing,
Seller shall execute at Closing all proofs of loss, assignments of claim, and
other similar instruments in order that Purchaser receive all of Seller's right,
title, and interest in and under said insurance proceeds.

19.     Hazardous Substances. To the Seller's knowledge, and based
--------------------
solely on the Existing Environmental Reports (as hereinafter defined) as to
matters occurring before the Seller came into ownership of the Property, (i) no
"hazardous substances", as that term is defined in the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended, 42
U.S.C. (s) 9601, et seq., the Resource Conservation and Recovery Act of 1976, as
amended, 42 U.S.C. (s) 6901, et seq., and the rules and regulations promulgated
pursuant to these acts, any so-called "super-fund" or "super-lien" laws or any
applicable state or local laws, nor any other pollutants, toxic materials, or
contaminants have been or shall prior to Closing be discharged, disbursed,
released, stored, treated, generated, disposed of, or allowed to escape on the
Property, (ii) no asbestos or asbestos containing materials have been installed,
used, incorporated into, or disposed of on the Property, (iii) no
polychlorinated biphenyls are located on or in the Property, in the form of
electrical transformers, fluorescent light fixtures with ballasts, cooling oils,
or any other device or form, (iv) no underground storage tanks are located on
the Property or were located on the Property and subsequently removed or filled,
(v) no investigation, administrative order, consent order and agreement,
litigation, or settlement with respect to hazardous substances is proposed,
threatened, anticipated or in existence with respect to the Property, and (vi)
the Property has not previously been used as a landfill, cemetery, or as a dump
for garbage or refuse. As used herein, the term "Existing Environmental Reports"
shall mean the reports and studies listed on Exhibit "T" attached hereto and by
----------
reference incorporated herein. Seller represents to Purchaser that the Existing
Environmental Reports constitute all of the environmental reports and studies
relating to the Land and Improvements obtained by Seller or any affiliate of
Seller or otherwise in the possession or control of Seller. The representations
and warranties set forth in this Paragraph 19

18

shall expressly survive the execution and delivery of the Special Warranty Deed
conveying the Land and Improvements from Seller to Purchaser for a period of one
(1) year after Closing whereupon they shall expire, except to the extent that
with respect to any particular alleged breach, Purchaser gives Seller written
notice prior to the expiration of said one (1) year period of such alleged
breach and files an action against Seller with respect thereto within ninety
(90) days after the giving of such notice.

20.     Assignment. This Agreement and Purchaser's rights, duties, and
----------
obligations hereunder may not be delegated, transferred, or assigned by
Purchaser without the prior written consent of Seller, and any assignee or
transferee proposed by Purchaser shall expressly assume all of Purchaser's
duties, liabilities and obligations under this Agreement by written instrument
delivered to Seller. Notwithstanding the foregoing to the contrary, this
Agreement, and Purchaser's rights and duties hereunder, may be freely assigned
and transferred to any entity under common control with Purchaser or controlled
by Purchaser or to Wells Operating Partnership, L.P., a Delaware limited
partnership, or to any partnership having Purchaser or Wells Operating
Partnership, L.P. as a direct or indirect general partner. For purposes of this
Paragraph 20, the term "control" shall mean a twenty percent (20%) ownership in
the applicable entity.

21.     Broker's Commission. Upon the Closing, and only in the event of
-------------------
Closing, Seller shall pay to each of Tri-Star Properties, Inc. ("Tri-Star") and
CB Richard Ellis, Inc. ("CB") a real estate sales commission in the amount of
$80,500.00 as full and complete compensation for the services provided by
Tri-Star and CB in connection with the purchase and sale of the Property.
Tri-Star and CB each hereby agree that it shall accept the foregoing commission
amount ($80,500.00) in full and complete satisfaction of the commission payable
to it in connection with the purchase and sale of the Property and that in the
event the purchase and sale of the Property is not closed and consummated for
any reason whatsoever, then no commission shall have been earned and none shall
be payable. Seller shall and does hereby indemnify and hold harmless Purchaser
from and against any claim, whether or not meritorious, for any real estate
sales commission, finder's fees, or like compensation in connection with the
sale contemplated hereby and arising out of any act or agreement of Seller,
including any claims asserted by Tri-Star and CB. Likewise, Purchaser shall and
does hereby indemnify and hold harmless Seller from and against any claim,
whether or not meritorious, for any real estate sales commission, finder's fees,
or like compensation in connection with the sale contemplated hereby and arising
out of any act or agreement of Purchaser, except any such claims asserted by
Tri-Star and CB. This Paragraph 21 shall survive the Closing or any termination
of this Agreement.

22.     Notices. Wherever any notice or other communication is required
-------
or permitted hereunder, such notice or other communication shall be in writing
and shall be delivered by overnight courier, by hand, facsimile transmission or
sent by U.S. registered or certified mail, return receipt requested, postage
prepaid, to the addresses set out below or at such other addresses as are
specified by written notice delivered in accordance herewith:

19

PURCHASER:               Wells Capital, Inc.
6200 The Corners Parkway, Suite 250
Norcross, Georgia  30092
Attn:  Joseph H. Pangburn
Facsimile:  770-200-8199

with a copy to:          Troutman Sanders LLP
Bank of America Plaza, Suite 5200
600 Peachtree Street, N.E.
Atlanta, Georgia  30308-2216
Attn:  Mr. John W. Griffin
Facsimile:  404-962-6577

SELLER:                  Sarasota Haskell, LLC
111 Riverside Avenue
Jacksonville, Florida  32202
Attn:  Christopher S. Park, President
Facsimile:  904-791-4699

with a copy to:          Gartner, Brock and Simon
1660 Prudential Drive, Suite 203
Jacksonville, Florida  32207
Attn:  Winfield A. Gartner, Esq.
Facsimile:  904-399-1113

Any notice or other communication (i) mailed as hereinabove provided shall be
deemed effectively given or received on the third (3rd) business day following
the postmark date of such notice or other communication, (ii) sent by overnight
courier or by hand shall be deemed effectively given or received on the date of
delivery, and (iii) sent by facsimile transmission shall be deemed effectively
given or received on the first business day after the day of transmission of
such notice and confirmation of such transmission.

23.   Possession. Possession of the Property shall be granted by Seller
----------
to Purchaser on the date of Closing, subject only to the Lease and the Permitted
Exceptions.

24.   Time Periods. If the time period by which any right, option, or
------------
election provided under this Agreement must be exercised, or by which any act
required hereunder must be performed, or by which the Closing must be held,
expires on a Saturday, Sunday, or holiday, then such time period shall be
automatically extended through the close of business on the next regularly
scheduled business day.

25.   Access to Records Following Closing. Purchaser agrees that for a
-----------------------------------
period of two (2) years following the Closing, Seller shall have the right
during regular business hours, on five (5) days' written notice to Purchaser, to
examine and review at Purchaser's Norcross, Georgia office,

20

the books and records relating to the ownership and operation of the Property
which were delivered by Seller to Purchaser at the Closing. Likewise, Seller
agrees that for a period of two (2) years following the Closing, Purchaser shall
have the right during regular business hours, on five (5) days' written notice
to Seller, to examine and review at Seller's Jacksonville, Florida office, all
books, records, and files, if any, retained by Seller relating to the ownership
and operation of the Property prior to the Closing. The obligations of the
parties under this Paragraph 25 shall survive the Closing.

26.   Intentionally Omitted.
---------------------

27.   Severability. This Agreement is intended to be performed in
------------
accordance with, and only to the extent permitted by, all applicable laws,
ordinances, rules, and regulations. If any provision of this Agreement, or the
application thereof to any person or circumstance, shall, for any reason and to
any extent be invalid or unenforceable, the remainder of this Agreement and the
application of such provision to other persons or circumstances shall not be
affected thereby but rather shall be enforced to the greatest extent permitted
by law.

28.   Authorization. Purchaser represents to Seller that this Agreement
-------------
has been duly authorized and executed on behalf of Purchaser and constitutes the
valid and binding agreement of Purchaser, enforceable in accordance with its
terms, and all necessary action on the part of Purchaser to authorize the
transactions herein contemplated has been taken, and no further action is
necessary for such purpose.

29.   General Provisions. No failure of either party to exercise any
------------------
power given hereunder or to insist upon strict compliance with any obligation
specified herein, and no custom or practice at variance with the terms hereof,
shall constitute a waiver of either party's right to demand exact compliance
with the terms hereof. This Agreement contains the entire agreement of the
parties hereto, and no representations, inducements, promises, or agreements,
oral or otherwise, between the parties not embodied herein shall be of any force
or effect. Any amendment to this Agreement shall not be binding upon the parties
hereto unless such amendment is in writing and executed by all parties hereto.
The provisions of this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, legal representatives,
successors, and assigns. Time is of the essence of this Agreement. This
Agreement may be executed in multiple counterparts, each of which shall
constitute an original, but all of which taken together shall constitute one and
the same agreement. The headings inserted at the beginning of each paragraph are
for convenience only, and do not add to or subtract from the meaning of the
contents of each paragraph. This Agreement shall be construed and interpreted
under the laws of the State of Florida. Except as otherwise provided herein, all
rights, powers, and privileges conferred hereunder upon the parties shall be
cumulative but not restrictive to those given by law. All personal pronouns used
in this Agreement, whether used in the masculine, feminine, or neuter gender
shall include all genders, and all references herein to the singular shall
include the plural and vice versa.

30.   Radon Gas. Radon is a naturally occurring radioactive gas that,
---------
when it has accumulated in a building in sufficient quantities, may present
health risks to persons who are

21

exposed to it over time. Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida. Additional information
regarding radon testing may be obtained from public health units. Florida
Statute 404.036(8).

31.   Effective Date. The "effective date" of this Agreement shall be
--------------
deemed to be the date this Agreement is fully executed by both Purchaser and
Seller and a fully executed original counterpart of this Agreement has been
received by both Purchaser and Seller.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective seals to be affixed hereunto as of the day,
month and year first above written.

"SELLER":
------

SARASOTA HASKELL, LLC, a
Florida limited liability company

By: Haskell Development, Inc., a Florida
corporation, its Manager

By:   /s/ Christopher S. Park
---------------------------------
Name:     Christopher S. Park
---------------------------------
Its:      President
---------------------------------

(CORPORATE SEAL)

"PURCHASER":
---------

WELLS CAPITAL, INC., a
Georgia corporation

By:   /s/ Douglas P. Williams
------------------------------------
Name:     Douglas P. Williams
------------------------------------
Its:      Senior Vice President
------------------------------------

(CORPORATE SEAL)

[Signatures continued on following page]

22

[Signatures continued from previous page]

The undersigned Tri-Star and CB join in this Agreement for the purpose of
confirming their agreement to the terms of Paragraph 21 hereof.

"TRI-STAR ":

TRI-STAR PROPERTIES, INC.

By:     /s/ Douglas J. Hannah
----------------------------------
Name:       Douglas J. Hannah
----------------------------------
Title:      President
----------------------------------

"CB":

CB RICHARD ELLIS, INC.

By:     __________________________________

Name:   __________________________________

Title:  __________________________________

23

[Signatures continued from previous page]

The undersigned Tri-Star and CB join in this Agreement for the purpose of
confirming their agreement to the terms of Paragraph 21 hereof.

"TRI-STAR ":

TRI-STAR PROPERTIES, INC.

By:     __________________________________

Name:   __________________________________

Title:  __________________________________

"CB":

CB RICHARD ELLIS, INC.

By:     /s/ Michael B. Harrell
----------------------------------
Name:       Michael B. Harrell
----------------------------------
Title:      SR. Vice Pres.
----------------------------------

23

Schedule of Exhibits
--------------------

Exhibit "A"       -        Description of Land

Exhibit "B"       -        Description of Personal Property

Exhibit "C"       -        Form of Escrow Agreement

Exhibit "D"       -        Documents Delivered to Purchaser Prior to Effective
Date

Exhibit "E"       -        Documentation to be Provided to Purchaser within Two
(2) Business Days After the Effective Date

Exhibit "F"       -        Tenant Estoppel Certificate Form

Exhibit "G"       -        Association Estoppel Certificate Form

Exhibit "H"       -        Andersen Estoppel Certificate Form

Exhibit "I"       -        Permitted Exceptions

Exhibit "J"       -        Litigation Matters

Exhibit "K"       -        Description of Lease

Exhibit "L"       -        List of Service Contracts

Exhibit "M"       -        Intentionally Omitted

Exhibit "N"       -        Form of Surveyor's Certificate

Exhibit "O"       -        Bill of Sale Form

Exhibit "P"       -        Blanket Transfer and Assignment Form

Exhibit "Q"       -        Assignment and Assumption of Lease Form

Exhibit "R"       -        Seller's Affidavit Form

Exhibit "S"       -        FIRPTA Affidavit Form

Exhibit "T"       -        List of Existing Environmental Reports

EXHIBIT "A"
----------

DESCRIPTION OF LAND

Commitment Number 220102644

Exhibit "A"

Parcel 1:

Lot 4, SARASOTA COMMERCE CENTER SUBDIVISION, recorded in Plat Book 34, Page 17,
Public Records of Sarasota County, Florida.

LESS: A portion of said Lot 4, described as follows:

Commence at the Northeast corner of said Lot 4; thence, leaving said corner and
along the North boundary line of said Lot 4, South 88(degrees) 31(feet)
43(inches) West, 300.48 feet to the Point of Beginning; said point lying on the
arc of a curve to the right, whose center bears South 65(degrees) 50(feet)
20(inches) West, 536.01 feet; thence, in a Southerly direction, along the arc of
said curve having a radius of 536.01 feet and central angle of 22(degrees)
57(feet) 44(inches), 214.82 feet; thence, along a non-radial line to the last
curve, North 83(degrees) 15(feet) 17(inches) West, 236.48 feet to its
intersection with the arc of a curve to the left, whose center bears South
89(degrees) 49(feet) 48(inches) West, 491.00 feet; thence, in a Northerly
direction, along the arc of said curve, having a radius of 491.00 feet and a
central angle of 01(degrees) 16(feet) 41(inches), 10.95 feet to a point of
compound curvature of a curve to the left; thence, in a Northwesterly direction,
along the arc of said curve, having a radius of 260.00 feet and a central angle
of 27(degrees) 20(feet) 56(inches), 124.11 feet to a point of compound curvature
of a curve to the left; thence, in a Northwesterly direction, along the arc of
said curve, having a radius of 142.00 feet and a central angle of 01(degrees)
08(feet)36(inches), 2.83 feet; thence, along a non-radial line to the last
curve, North 45(degrees) 18(feet) 51(inches) East, 62.22 feet; thence North
88(degrees) 31(feet) 43(inches) East, 177.44 feet to the Point of Beginning.

TOGETHER WITH:

A portion of Lots 30 and 31 Palmer Farms First Unit, recorded in Plat Book 2,
page 216, Public Records of Sarasota County, Florida, described as follows:
Begin at the Northeast corner of Lot 4, Sarasota Commerce Center Subdivision,
recorded in Plat Book 34, page 17, Public Records of Sarasota County, Florida,
said point also lying on the West boundary line of a 52(feet) wide drainage
canal, said line also being the East line of the aforementioned Lot 31; thence,
leaving said Northeast corner, and along the North line of said Lot 4, South
88(degrees) 31(feet) 43(inches) West, 300.48 feet to a point lying on the arc of
a curve to the left, whose center bears South 65(degrees) 50(feet) 20(inches)
West, 536.01 feet; thence, in a Northwesterly direction, along the arc of said
curve, having a radius of 536.01 feet and a central angle of 08(degrees)
31(feet) 08(inches), 79.70 feet; thence, along a non-tangent line to the last
curve, North 00(degrees) 18(feet) 51(inches) West, 58.05 feet; thence South
89(degrees) 41(feet) 09(inches) East, 339.23 feet to its intersection with the
aforementioned East line of said Lot 31 thence, along said East line, South 00
18(feet) 51(inches) West, 116.50 feet to the Point of Beginning.

Parcel 2:

Non-Exclusive ingress and egress and utility easements for the benefit of Parcel
1 over, under and across the land as described in that certain Declaration of
Easements filed November 12, 1998 and recorded in Official Records Instrument
Number 1998150909, of the Public Records of Sarasota County, Florida.

Parcel 3:

A perpetual, non-exclusive easement for the benefit of Parcel 1 as set forth in
Easement between BSRT Commerce Center, LLC, Sarasota Haskell LLC, Arthur
Andersen LLP, PFL Life Insurance Company, and SouthTrust Bank, National
Association, dated August 4, 1999, recorded as Instrument No. 2000006764, of the
Public Records of Sarasota County, Florida.

EXHIBIT 10.122

LEASE AGREEMENT FOR THE ARTHUR ANDERSEN BUILDING

REAL ESTATE LEASE

BETWEEN

ARTHUR ANDERSEN LLP,
and Illinois limited liability partnership

as Tenant

AND

HASKELL SARASOTA, INC.
a Florida corporation

as Landlord

THIS LEASE is made as of this 11/th/ day of November, 1998,
between Haskell Sarasota, Inc., a Florida corporation, having an address at 111
Riverside Avenue, Jacksonville, Florida 32202 ("Landlord"), and Arthur Andersen
LLP, an Illinois limited liability partnership and having an address at 225
North Michigan Avenue, Chicago, Illinois 60602 ("Tenant"), for the construction
and use of a building to be known as The Arthur Andersen Building (the
"Building"), which shall be located on the parcel of land located in the County
of Sarasota, Florida, described in Exhibit A attached hereto and made a part
---------
hereof (the "Land"). The Building and the Land and all rights appurtenant
thereto are referred to collectively herein as the "Premises."

WHEREAS, Tenant, as the owner of record of the Land as of the date hereof,
desires to have the Building constructed on the Land by Landlord and Landlord
desires to construct the Building;

WHEREAS, Tenant and Landlord have entered into that certain Ground Lease
dated the date hereof, which Ground Lease grants Landlord the authority to
construct the Building in accordance with the terms and conditions set forth in
this Lease and the Workletter attached hereto;

WHEREAS, upon the completion of the Building, Landlord desires to purchase
and Tenant desires to sell to Landlord the Premises under the terms and
conditions set forth in the Ground Lease; and

WHEREAS, this Lease sets forth the terms and conditions of Landlord's
construction of the Building and certain rights and obligations between the
parties prior to and subsequent to the sale of the Premises to Landlord.

NOW, THEREFORE, in consideration of the mutual promises set forth herein
and other good and valuable consideration, the parties hereby agree as follows:

SECTION 1
DEFINITIONS

1.1   Defined Terms.  For purposes of this Lease, the following
-------------
terms shall have the following meanings:

"Environmental Laws" shall mean all Legal Requirements relating to
Hazardous Substances or the removal thereof.

"Expenses" shall mean all expenses, costs and disbursements (other
than Taxes) paid or incurred by Landlord in connection with the ownership,
management, maintenance, operation, replacement and repair of the Premises,
including, without limitation, all expenses, costs and disbursements paid or
incurred by Landlord for steam, water, fuel,

heating, air cooling, elevator maintenance, painting, management fees and
expenses, supplies, sundries, sales or use taxes on supplies or services,
cost of wages and salaries of all persons engaged in the operation,
maintenance and repair of the Premises and all benefits including social
security taxes, unemployment insurance taxes, cost for providing coverage
for disability benefits, cost of any pensions, hospitalization, welfare or
retirement plans or any other cost or expense which Landlord incurs to
provide benefits for employees engaged in the operation, maintenance and
repair of the Premises, the charges of any independent contractor who,
pursuant to an agreement with Landlord or its representatives, does any
work in connection with the operation, maintenance or repair of the
Premises, accounting expenses, and other legal fees and disbursements
incurred by Landlord in connection with the Building and any other expenses
or charges, whether or not specifically mentioned herein, which in
accordance with generally accepted accounting principles and generally
accepted management principles would be considered an expense of
maintaining, operating or repairing the Premises. Expenses shall not
include the following:

(a) the cost of any item which under generally
accepted accounting principles is a capital expense (including lease
payments for rental equipment which would constitute a capital expense
if purchased rather than leased) which relates to the Building
structure, the Building's roof and the Building's electrical, heating,
ventilating, air conditioning, plumbing, elevator, fire and safety
systems and other mechanical systems (the "Building Systems") or
improvement of any Building finishes; provided, however, this
subparagraph shall not apply to costs incurred at the request of
Tenant where the item requested is not a Landlord obligation under
this Lease. Additionally, Expenses shall not include any single
capital cost incurred in connection with the Building's management
office which is in excess of five thousand dollars ($5,000) unless the
same is approved by Tenant;

(b) interest on debt or principal amortization
payments or any other payments on any mortgage and rental or any other
payments under any ground lease or other underlying lease;

(c) any cost or expense to the extent to which
Landlord is paid or reimbursed and/or is entitled to payment or
reimbursement from any person (other than as a payment for Expenses),
including but not necessarily limited to, (1) work or service
performed for Tenant at Tenant's cost and (2) the cost of any item for
which Landlord is (or is entitled to be) paid or reimbursed by
insurance, warranties, service contracts, condemnation proceeds or
otherwise;

(d) management fees in excess of 3% of the aggregate
gross amount of (1) Base Rent and (2) the Expenses for the Building;

2

(e) rents or imputed rents for a management office in
the Building unless Tenant specifically requests the
presence of the management office in the Building;

(f) depreciation expenses on any fixed assets other
than capital maintenance equipment costs;

(g) taxes, operating costs or the cost of any work or
services performed for any facility other than the Building;

(h) salaries and bonuses of officers and executives of
Landlord (other than persons who are employed at the
Building primarily in connection with the management and/or
operation of the Building);

(i) the cost of initial cleaning of, and rubbish
removal from, the Building to be performed prior to the Rent
Commencement Date to the extent that such costs are incurred
as part of Landlord's Work, as defined herein and in Exhibit
-------
B attached hereto;
-

(j) Landlord's general home office overhead except as
it relates specifically to the actual management of the
Building;

(k) the cost of the initial landscaping of the Building
to the extent that such costs are incurred as part of
Landlord's Work, as defined herein and in Exhibit B attached
---------
hereto;

(l) the cost of the initial stock of tools and
equipment for operation, repair and maintenance of the
Building, which shall be included in the cost of the
Building, to the extent that such costs are incurred as part
of Landlord's Work, as defined herein and in Exhibit B
---------
attached hereto;

(m) any cost included in Expenses representing an
amount paid to a person, firm, corporation or other entity
related to Landlord which is in excess of the amount which
would have been paid on an arm's length basis in absence of
such relationship;

(n) any late fees, fines or penalties incurred by
Landlord unless caused by Tenant's failure to timely pay for
the item;

(o) the cost of correcting initial latent defects in
the design, construction or equipment of the Building or any
latent defect in the Building discovered during the initial
five (5) years of this Lease; and

3

(p) Landlord's capital stock, transfer, succession, income estate,
gift or inheritance taxes.

Expenses shall be determined based on generally accepted accounting
principles and generally accepted management principles, consistently
applied.

"Hazardous Substances" shall mean those substances included within the
definitions of any one or more of the terms "hazardous substances,"
"hazardous materials," "toxic substances," and "hazardous waste," in the
Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C. ss. 9601 et seq., (as amended) and any other similar term in any
other similar federal, state or local law, statute, ordinance or regulation
in effect from time to time during the Term or any extension thereof and
applicable to the Premises.

"Landlord's Work" shall have the meaning set forth in the Workletter,
as hereinafter defined, attached hereto and made a part hereof.

"Lease" shall mean this Lease and all amendments, modifications,
supplements and replacements thereto.

"Legal Requirements" shall mean all laws, statutes, ordinances
(including building codes and zoning regulations and ordinances), orders,
rules, regulations, directives and requirements of, and the provisions of
all licenses, permits (special or otherwise), approvals and certificates
issued by, all federal, state, county and city governments, departments,
bureaus, boards, agencies, offices, commissions and other subdivisions
thereof, or of any official thereof, or of any other governmental, public
or quasi-public authority, whether now or hereafter in force, and all
requirements, obligations and conditions of all instruments of record, in
each case to the extent applicable to the Premises or any part thereof or
the sidewalks, curbs or areas adjacent or appurtenant thereto.

"Manager" shall mean the manager of the Building or any successor,
assign or replacement thereof as manager of the Building, which Manager may
be an affiliate of Landlord or a third party manager.

"Rent" shall mean Base Rent, Adjustment Rent and any other sums or
charges due by Tenant hereunder.

"Superior Lease" shall mean any ground or underlying lease of any
portion of the Premises, now or hereafter existing, and all amendments,
renewals and modifications to any such lease.

4

"Superior Lessor" shall mean any lessor under a Superior Lease, and
any successors and/or assigns thereof.

"Superior Mortgage" shall mean any mortgage or trust deed now or
hereafter encumbering fee title to any portion of the Premises and/or the
leasehold estate under any Superior Lease, and all amendments, renewals,
modifications and replacements thereof.

"Superior Mortgagee" shall mean any mortgagee or beneficiary under a
Superior Mortgage, and any successors and/or assigns thereof.

"Taxes" shall mean all taxes, assessments and fees, including impact
fees, levied upon the Premises, the property of Landlord located therein or
the rents collected therefrom, by any governmental entity based upon the
ownership of the Premises including all real estate taxes, business and
occupation taxes, sales taxes, occupational license taxes and similar
charges. Taxes shall not include any net income, capital stock, succession,
transfer, franchise, gift, estate or inheritance taxes. For the purpose of
determining Taxes for any given year, the amount to be included for such
year (a) from special assessments payable in installments shall be the
amount of the installments (and any interest) due and payable during such
year, and (b) from all other Taxes shall be the amount due and payable in
such year.

"Workletter" shall mean that certain workletter attached as Exhibit B
hereto, setting forth the agreement of the parties regarding Landlord's
Work.

SECTION 2
DEMISE AND TERM

2.1 Demise.
------

(a) Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord the Premises.

(b)   Landlord's lease of the Premises to Tenant and Tenant's lease of
the Premises from Landlord shall be subject to all of the terms, covenants and
conditions set forth in this Lease.

2.2   Term. The Premises shall be leased for a term (the "Term")
commencing on the date of this Lease set forth above (the "Effective Date") and
expiring on the last day of the tenth (10th) Lease Year (the "Expiration Date"),
unless terminated earlier as otherwise provided in this Lease. For purposes
hereof, "Lease Year" shall mean each twelve month period commencing with the
first day of the calendar month immediately following the Rent Commencement Date
(as defined in Section 5.1 herein).

5

SECTION 3
RENT

3.1    Components of Rent. Tenant agrees to pay the following amounts
------------------
set forth in subsections (a) and (b) below to Landlord at the office of Landlord
as set forth in Section 26 of this Lease or at such other place as Landlord
designates from time to time:

(a)(i) Annual base rent ("Base Rent") shall be paid monthly in equal
installments in advance on or before the first day of each month of the Term,
without demand.

(ii)   The parties agree that the Base Rent shall be the following. For
purposes hereof, Year 1 shall commence on the Rent Commencement Date:

Year 1:           $1,814,330.00
Years 2&3:        $1,988,454.00
Years 4&5:        $2,067,992.00
Years 6&7:        $2,150,712.00
Years 8&9:        $2,236,740.00
Year 10:          $2,326,210.00

(b)    Adjustment rent ("Adjustment Rent") in an amount equal to the
Expenses for any calendar year. Prior to the Rent Commencement Date, and for
each calendar year thereafter, prior to such calendar year, or as soon as
reasonably possible, Landlord shall estimate and notify Tenant of the amount of
Adjustment Rent due for such year, and Tenant shall pay Landlord one-twelfth of
such estimate on the first day of each month during such year. Such estimate may
be revised by Landlord whenever it obtains information relevant to making such
estimate more accurate but not more than twice in any calendar year. After the
end of each calendar year, Landlord shall deliver to Tenant a report setting
forth the actual Expenses and Taxes for such calendar year and a statement of
the amount of Adjustment Rent that Tenant has paid and is payable for such year
(the "Expense Reconciliation Report"). Landlord shall cause the Expense
Reconciliation Report to be delivered to Tenant within ninety (90) days after
the end of the applicable calendar year. Within thirty (30) days after receipt
of such report, Tenant shall pay to Landlord the amount of Adjustment Rent due
for such calendar year minus any payments of Adjustment Rent made by Tenant for
such year (an "Expense Deficiency Payment"). In the event that Landlord fails to
deliver an Expense Reconciliation Report within the calendar year following the
year for which the Expense Reconciliation Report is to be given, Landlord shall
thereafter be precluded from recovering any Expense Deficiency Payment from
Tenant for the subject year. If Tenant's estimated payments of Adjustment Rent
exceed the amount due Landlord for such calendar year and Tenant requests the
Expense Reconciliation Report within ninety (90) days after the expiration of
the calendar year following the year for which such Report is to be given,
Landlord shall apply such excess as a credit against Tenant's other

6

obligations under this Lease or promptly refund such excess to Tenant if the
Term has already expired.

3.2    Commencement of Tenant's Obligation to Pay Rent. Tenant's
-----------------------------------------------
obligation to pay Base Rent and Adjustment Rent hereunder with respect to the
Premises shall commence on the Rent Commencement Date.

3.3    Payment of Rent. The following provisions shall govern the
---------------
payment of Rent: (a) if this Lease commences or ends on a day other than the
first day or last day of a calendar year or calendar month, respectively, Rent
for the year or month in which this Lease so begins or ends shall be prorated
and the monthly installments shall be adjusted accordingly; (b) all Rent shall
be paid to Landlord without offset, abatement, counterclaim or deduction, except
as provided for in this Lease, and the covenant to pay Rent shall be independent
of every other covenant in this Lease; (c) any sum due from Tenant to Landlord
which is not paid when due shall bear interest from the date due until the date
paid at the annual rate of four percentage (4%) points, annualized, above the
rate then most recently announced by Bank of America as its prime rate, from
time to time in effect, but in no event higher than the maximum rate permitted
by law (the "Default Rate"); and, in addition, Tenant shall pay Landlord a late
charge equal to five percent (5%) of such payment for any Rent payment which is
paid more than five (5) days after notice thereof from Landlord that such
payment is overdue (a "Late Charge Notice") (provided, however, that such notice
requirement is hereby waived by Tenant from and after such time as (i) a
Bankruptcy Event shall have occurred with respect to Tenant or any other event
shall have occurred which prohibits or restricts Landlord's right to send a Late
Charge Notice to Tenant or (ii) Landlord shall have previously sent two (2) or
more Late Charge Notices to Tenant at any time during the Term of this Lease,
whereupon such late charge shall be automatically due if a Rent payment is paid
more than five (5) days after its due date); (d) [intentionally deleted]; (e)
Tenant shall have the right to inspect and/or audit Landlord's accounting
records relative to Expenses during normal business hours at any time within one
(1) year following the furnishing to Tenant of the annual Expense Reconciliation
Report; and, unless Tenant shall take written exception to any item in any such
report within such one (1) year period, such report shall be considered as final
and accepted by Tenant; (f) in the event that Tenant shall, pursuant to an
inspection or audit performed under the foregoing clause (e), discover any error
in Landlord's accounting records relative to Expenses and Taxes which resulted
in an overpayment of Adjustment Rent by Tenant, Tenant shall be entitled to a
credit against the next payment(s) of Rent becoming due hereunder in the amount
of such overcharge to Tenant and, if the amount of such overcharge exceeds three
percent (3%) of the total amount of Adjustment Rent paid by Tenant for the
applicable period to which such overcharge relates, Tenant shall be entitled to
reimbursement from Landlord for the reasonable costs and expenses incurred by
Tenant in connection with such inspection or audit (or, if such audit is
performed directly by Tenant, the reasonable and customary costs and expenses
otherwise chargeable by Tenant in connection therewith if such audit had been
performed for a third party), which amount shall be paid by Landlord to Tenant
within fifteen (15) days after notice thereof to Landlord and delivery to
Landlord of invoices or other reasonable documentation verifying the amount of
such

7

reimbursement, provided, however, that such amount shall not exceed five
thousand dollars ($5,000) during any calendar year; (g) in the event of the
termination of this Lease prior to the determination of any Adjustment Rent,
Tenant's agreement to pay any such sums and Landlord's obligation to refund any
such sums (provided Tenant is not in default hereunder) shall survive the
termination of this Lease; (h) Landlord may at any time change the fiscal year
of the Building; (i) each amount owed to Landlord under this Lease for which the
date of payment is not expressly fixed shall be due on the same date as the Rent
listed on the statement showing such amount is due; and (j) if Landlord fails to
give Tenant an estimate of Adjustment Rent prior to the beginning of any
calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the
previous calendar year until Landlord delivers such estimate, at which time
Tenant shall pay retroactively the increased amount for all previous months of
such calendar year.

3.4  Payment of Taxes. Tenant shall be responsible for the timely
----------------
payment of all Taxes accruing on the Premises on and after the Rent Commencement
Date. Tenant shall provide Landlord evidence of the payment of Taxes by February
15 of each year, subject to adjustment where the delinquency date is changed by
applicable governmental authority, within fifteen (15) days prior to the date
they become delinquent. If Tenant fails to pay Taxes when required hereunder,
Landlord may pay them on Tenant's behalf and charge Tenant interest at the
Default Rate until repaid, unless such failure resulted from Landlord's delay in
delivering the tax bill(s) to Tenant.

(a)  Any Taxes relating to a fiscal period of any taxing authority
falling partially within and partially outside the Term of this Lease, shall be
apportioned and adjusted between the Landlord and the Tenant.

(b)  With the Landlord's consent and cooperation, the Tenant may defer
payment of a Tax so long as the validity or the amount thereof is contested by
the Tenant with diligence and in good faith. Provided, however, that the Tenant
shall furnish to the Landlord a bond in an amount and on terms satisfactory to
the Landlord and shall pay the Tax in sufficient time to prevent delivery of a
tax deed, or immediately if a foreclosure action is filed. Such contest shall be
at the Tenant's sole cost and expense. The Tenant covenants to indemnify and
save harmless the Landlord from any costs or expenses incurred by the Landlord
as a result of such contest.

3.5  Capital Reserve Account. (a) Tenant shall pay to Landlord, for each
-----------------------
calendar year following the Rent Commencement Date during the Term but not
during any Renewal Term hereunder, thirty nine thousand four hundred and twenty
six dollars ($39,426) (the "Reserve Contribution"). Tenant shall pay an
additional twenty-five cents ($.25) for each square foot of 24 Hour Area (as
defined below) beyond those shown on Exhibit C hereto. Tenant shall pay
---------
one-twelfth of the Reserve Contribution on the first day of each month during
such year. In no event shall Tenant be obligated to pay more than the Reserve
Contribution set forth above.

8

(b)   Landlord shall use the Reserve Contribution funds and any interest
earned thereon and maintain a segregated capital reserve account ("Capital
Reserve") to pay the cost of any item which under generally accepted accounting
principles is a capital expense, including lease payments for rental equipment
which would constitute a capital expense if purchased rather than leased, and
which relates to the maintenance, repair or replacement of the Building
structure, the Building's roof or the Building Systems. The Capital Reserve
funds may not be used for any costs incurred at the request of Tenant where the
item requested is not a Landlord obligation under this Lease. Subject to the
foregoing, Landlord may draw on the Capital Reserve at its sole discretion,
provided Landlord notifies Tenant within five (5) business days of any such
draw. If Landlord's Capital Reserve expenditures exceed in any Lease Year the
Tenant's Reserve Contribution for such year, Landlord may use funds in the
Capital Reserve to reimburse itself for Capital Reserve deficiencies in prior
years or accumulate such funds in subsequent years to pay costs permitted under
this Section 3.5. Landlord shall furnish to Tenant an annual statement
accounting for the funds in the Capital Reserve and any contributions or
expenditures related thereto. Upon the termination or expiration of this Lease
and provided Landlord is not in default hereunder, Landlord shall be entitled to
all outstanding amounts in the Capital Reserve as of the date of such
termination or expiration. If such termination results from Landlord's default,
Tenant shall be entitled to all outstanding amounts in the Capital Reserve.

SECTION 4
COMPLETION OF THE PREMISES

4.1   Condition of the Premises Upon Delivery to Tenant. Landlord, at
-------------------------------------------------
Landlord's sole cost and expense, shall cause Landlord's Work to be
substantially complete on or before October 1, 1999 (the "Target Completion
Date"). "Substantially complete" shall mean the improvements which make up
Landlord's Work can be used for their intended purposes as evidenced by a
certificate of substantial completion provided by the project architect and a
certificate of occupancy has been issued for the Premises, except for minor
details of construction, decoration or adjustment, commonly referred to as
"Punch List Items," which do not interfere with Tenant's occupancy of the
Premises for its intended uses. The date Landlord's Work is substantially
complete is referred to as the "Substantial Completion Date;"; provided,
however, the Substantial Completion Date shall not occur prior to the closing of
Landlord's purchase of the Premises from Tenant. The certificate of occupancy
described above may be a temporary certificate of occupancy as defined in
Section 9(b) of the Workletter. Tenant's remedies for Landlord's failure to
achieve the Target Completion Date shall not arise to the extent the delay is
attributable to the fault of any Tenant Delays (as defined in the Workletter).

4.2   Possession. Landlord, at its sole cost and expense, shall cause
----------
the Building and Premises to be constructed and completed in accordance with the
Workletter and shall deliver possession of the Premises to Tenant on a "turnkey"
basis by the Target Completion Date.

9

4.3 Milestone Dates. Landlord shall use its commercially reasonable best
---------------
efforts to attain Substantial Completion of the Premises by the Target
Completion Date. Landlord and Tenant agree that the following are "Milestones"
and the dates of such Milestones are referred to collectively as the "Milestone
Dates" or individually, a "Milestone Date":

(a) Landlord must give the Contractor "Notice to Proceed" with the
Landlord's Work within twenty four (24) hours of the parties' execution of this
Lease, and

(b) Landlord or the Contractor must substantially complete the erection
of exterior wall tiltup panels of the Building by the date which is 105 days
from the date of this Lease, and

(c) Landlord or the Contractor must substantially complete the roof of
the Building by the date which is 195 days from the date of this Lease, and

(d) Landlord or the Contractor must substantially complete the windows
of the Building by the date which is 270 days from the date of this Lease, and

(e) Landlord or the Contractor must attain Substantial Completion of the
Premises by the Target Completion Date.

4.4 Failure to Achieve Milestone. If Landlord has not completed a
----------------------------
Milestone by the Milestone Date, then Tenant shall give Landlord notice of
Landlord's failure to meet a Milestone Date. Upon Landlord's receipt of Tenant's
notice, Landlord shall have sixty (60) days (the "Milestone Review Period") to
demonstrate to Tenant that despite Landlord's failure to meet a Milestone Date,
Landlord shall be able to achieve Substantial Completion as defined in the
Workletter attached hereto by a date not later than one hundred twenty (120)
days after the Target Completion Date (the "Outside Date"). If Landlord
demonstrates during the Milestone Review Period through the signed affidavit of
a third party construction manager, or other reasonable means, that
notwithstanding past or current delays Landlord can achieve Substantial
Completion by the Outside Date, then the Lease shall remain in full force and
effect and Landlord and Tenant shall continue to work toward Substantial
Completion. If Landlord is unable to demonstrate to Tenant that Landlord can
achieve Substantial Completion by the Outside Date, Tenant may, within fifteen
(15) days after the expiration of the Milestone Review Period (the "Termination
Period") exercise the remedies set forth in Section 4.6 below.

Failure of Tenant to terminate the Lease during the Termination Period
or failure of Tenant to provide Tenant Improvement Plans (as defined in the
Workletter) by December 21, 1998, shall waive Tenant's right to exercise its
Section 4.6 remedies on account of Landlord's failure to fulfill the relevant
Milestone Date.

10

4.5 Other Defaults. In addition to the failure to achieve a Milestone
--------------
set forth in Section 4.4, the following events shall constitute defaults by
Landlord permitting Tenant to exercise the remedies set forth in Section 4.6:

(a) Landlord, despite having given the Contractor notice to proceed, has
not materially commenced construction within thirty (30) days from the execution
of this Lease;

(b) Landlord ceases construction for ninety (90) consecutive days after
the commencement of construction for causes other than force majeure causes
defined in Section 31.9 herein; or

(c) Landlord commits an event of default under the Superior Mortgage and
such default is not cured within the lesser of (i) the cure period set forth in
the Superior Mortgage and (ii) thirty (30) days.

4.6 Tenant Remedies. If an event occurs which entitles Tenant to the
---------------
remedies set forth in this Section, Tenant shall give Landlord a notice (the
"Termination Notice"). If, prior to delivery of the Termination Notice, Landlord
has not purchased the Premises in accordance with the terms and conditions of
the Ground Lease, delivery of the Termination Notice shall obligate Landlord to
purchase the Premises in accordance with Paragraph 33 of the Ground Lease.

Upon delivery of the Termination Notice, (i) Landlord shall purchase the
Premises, and (ii) Tenant may immediately register the stock of Landlord (the
"Shares") in Tenant's name, such Shares being pledged to Tenant hereunder and
under that certain Pledge Agreement executed in connection herewith. The Shares
shall be free and clear of any liens, encumbrances or other pledges for security
purposes other than the lien granted to Tenant as provided in Section 4.7 below.
By exercising its rights under this Section 4.6, (A) Tenant shall be bound by
any mortgages and other encumbrances on the Land, provided Tenant had previously
approved such mortgages or encumbrances in writing, and (B) Tenant shall have
released the Shareholders of Landlord (the "Shareholders") from any future
obligations arising out of this Lease. Landlord and Tenant shall remain liable
for all claims, damages or other liability of Landlord arising under this Lease
prior to the date of the Termination Notice. The Shareholders shall execute this
Agreement for the purpose of binding them with respect to the covenants
contained in Sections 4.6 and 4.7.

4.7 Security Interest in Shares. To secure their obligations hereunder,
---------------------------
the Shareholders, upon the execution of this Lease, hereby grant to Tenant a
first security interest in the Shares which shall be primary and not subordinate
to any other security interests therein. Tenant shall release such security
interest only upon the Substantial Completion of the Premises, the purchase of
the Premises in accordance with Paragraph 33 of the Ground Lease and the
delivery of the Premises to Tenant as set forth in Section 4 herein. The
Shareholders agree that

11

they shall not pledge, mortgage or otherwise transfer the Shares to any party
other than to Tenant until Tenant releases its security interest in the Shares.
Violation of this covenant shall be a default under this Lease for which Tenant
may immediately seek remedies without the giving of notice or an opportunity to
cure.

4.8  Failure to Complete by Target Completion Date. If Landlord fails
---------------------------------------------
for any reason other than a delay caused by Tenant to achieve Substantial
Completion of the Premises by the Target Completion Date, Landlord shall
reimburse Tenant, on a monthly basis, from the Target Completion Date until the
earlier of (a) the date of Substantial Completion or (b) the date of the
Termination Notice set forth in Section 4.6, for (i) the holdover rents Tenant
may be required to pay to Tenant's current landlord at Pen West Office Park in
Sarasota (the "Current Premises") (or a landlord of any substitute premises if
Tenant is required to leave the Current Premises), if such holdover rate for the
Current Premises or rental in any substitute premises exceeds the rents now
being paid in the Current Premises; provided, however, Landlord shall not be
obligated to reimburse Tenant for the first fifteen (15) days of holdover rent
and provided further that Landlord's liability shall not exceed One Hundred and
Fifty Thousand Dollars ($150,000) per month, (ii) the costs Tenant reasonably
incurs to move to any temporary substitute premises and all reasonable expenses
which are incurred by Tenant in connection with such move, and (iii) any other
costs Tenant reasonably incurs directly arising out of Landlord's failure to
achieve Substantial Completion by the Target Completion Date.

4.9  Ground Lease Termination. If the Ground Lease is terminated as a
------------------------
result of Landlord's default thereunder, this Lease shall terminate
automatically as of the termination of the Ground Lease.

4.10 Early Completion and Delivery. The Tenant Improvement Allowance
-----------------------------
shall be reduced by Seventeen Thousand Five Hundred Dollars ($17,500) per week
for each "Accelerated Floor" delivered to Tenant, from the delivery of the floor
until the Target Completion Date. An "Accelerated Floor" shall mean each entire
floor in the Building that Landlord delivers to Tenant prior to the Target
Completion Date (i) in a condition whereby the improvements comprising
Landlord's Work on such floor can be used for their intended purposes (as
evidenced by a certificate of substantial completion delivered to Tenant by the
project architect) or (ii) in a condition whereby the Tenant's Work can be
commenced therein and where Tenant does, in fact, commence Tenant's Work on such
floor. Upon completion of Tenant's Work on a floor, Tenant may occupy such floor
for the uses allowed herein once a certificate of occupancy is obtained for such
floor. In no event shall the Tenant Improvement Allowance be reduced more than
One Hundred Fifty Thousand Dollars ($150,000) in the aggregate for early
delivery of the Building's floors. Landlord shall furnish Tenant with notice
that Landlord will deliver a certificate from its architect at least forty-eight
(48) hours prior to the delivery of the certificate.

12

SECTION 5
RENT COMMENCEMENT DATE

5.1 Rent Commencement Date. Notwithstanding the Effective Date of this
----------------------
Lease (and subject to the provisions of Section 4 hereof and any rent abatement
or offset rights of Tenant explicitly provided for herein, if applicable),
Tenant's obligation hereunder to pay Rent in respect of the Premises shall
commence on the date which is thirty (30) days after the Substantial Completion
Date (the "Rent Commencement Date").

SECTION 6
USE

6.1 Use of the Premises. Tenant agrees that it shall occupy and use the
-------------------
Premises for general office purposes and all uses customarily or incidentally
related thereto. Landlord and Tenant acknowledge that the areas of the Premises
designated on Exhibit C hereto (the "24 Hour Areas") shall be used for
---------
round-the-clock operations; Tenant shall notify Landlord if Tenant wishes to
expand the 24 Hour Areas beyond those shown on Exhibit C hereto.
---------

SECTION 7
COMPLIANCE WITH LAWS

7.1 Tenant's Obligations. From and after the Substantial Completion
--------------------
Date, Tenant shall comply with all federal, state and municipal laws, ordinances
and regulations and all covenants, conditions and restrictions of record
applicable to Tenant's use or occupancy of the Premises. Without limiting the
foregoing, Tenant shall not cause, nor permit, any Hazardous Substances to be
brought upon, produced, stored, used, discharged or disposed of in, on or about
the Premises without the prior written consent of Landlord (other than the
storage and/or use of such Hazardous Substances in de minimis amounts which may
be present in standard office supplies used in the normal course of Tenant's
business) and then, in any such case, only in compliance with all applicable
Environmental Laws. Without limiting the generality of the foregoing, Tenant
shall not use, occupy or permit the Premises or any part thereof to be used in
any manner, or permit anything to be brought into or kept therein, which would
(a) violate the provisions of any Superior Lease or Superior Mortgage, (b)
interfere with or impair the Building Systems and equipment or the proper
cleaning, rubbish removal, heating, ventilating, air conditioning or other
services of the Building or the Premises, or (c) violate any Legal Requirement.

7.2 Permits. If any governmental license or permit, other than a
-------
Certificate of Occupancy shall be required for the proper and lawful occupancy
of the Premises and if failure to secure such license or permit would in any way
adversely affect Landlord or the Premises, then Tenant, at its sole expense,
shall procure and deliver a copy of such license or permit to Landlord

13

and thereafter maintain such license or permit. Tenant shall at all times comply
with the provisions of each such license and permit.

7.3 Landlord's Obligations. During the Term, Landlord shall, at its sole
----------------------
cost and expense, comply with all Legal Requirements (including, without
limitation, the Americans With Disabilities Act ("ADA")) that may require
structural or nonstructural modifications to be performed to the Premises,
including, but not limited to, modifications to air quality or power generation
in the Building; provided, however, that Tenant shall, at its sole cost and
expense, be responsible for compliance with all Legal Requirements in completing
the Tenant's Work (as defined in the Workletter) or where such Legal
Requirements specifically apply solely by reason of the Tenant's particular use
of the Premises or the installation by Tenant of any alterations to the
Premises. Landlord hereby represents and warrants that, as of the Substantial
Completion Date, the Premises shall fully comply with all existing Legal
Requirements.

7.4 Environmental Laws. Landlord represents and warrants that, to the
------------------
best of its knowledge solely based on the Report of Regulatory Review dated
December 1996, Report of Phase I Environmental Site Assessment dated December
1996 and Report of Limited Phase II Environmental Site Assessment dated February
1997, prepared by Law Engineering and Environmental Services, Inc. (the
"Reports"), and the representations and warranties of Tenant contained in that
certain Ground Lease between Tenant and Landlord dated the date hereof, the
Premises have not been used for the production, release or disposal of hazardous
or toxic wastes or materials as defined by any federal, state or local law,
ordinances or regulation relating to environmental conditions, including but not
limited to, soil and groundwater conditions, and that Landlord has not
generated, stored, handled or otherwise dealt with a hazardous or toxic waste,
substance or material. Tenant acknowledges that it is aware of the environmental
status, as described in the Reports, of the property being sold by Tenant to
Landlord pursuant to the terms and conditions of the Ground Lease discussed
immediately above, as well as the issues, to the extent described in the
Reports, regarding the Loral property. Landlord shall at its sole cost and
expense comply, and take all necessary actions to cause the Premises to comply,
with all applicable federal, state and local requirements relating to the
protection of public health, safety and welfare, and with all applicable
Environmental Laws relating to the Premises. Landlord is responsible for, and
agrees to hold harmless, indemnify and defend Tenant from any and all claims,
costs and liabilities related to the presence of toxic or hazardous substances
in or on the Premises or the Building caused by Landlord. Tenant shall comply,
and take all necessary actions to cause its operations on the Premises to
comply, with all applicable federal, state and local requirements relating to
the protection of public health, safety and welfare, and with all applicable
Environmental Laws relating to the Premises, and shall indemnify Landlord from
any and all costs, claims and liabilities related to the presence of toxic or
hazardous substances in or on the Premises or Building caused by Tenant, except
as may be provided in the Ground Lease.

14

SECTION 8
CONDITION OF PREMISES

8.1 Satisfactory Condition. Tenant's acceptance of the Premises on the
----------------------
Substantial Completion Date shall be conclusive evidence that the Premises were
in good order and satisfactory condition when Tenant took possession, subject to
Punch List Items for Landlord's Work not yet completed and latent defects not
discoverable from a visual inspection.

SECTION 9
BUILDING SERVICES

9.1 Basic Services. (a) Landlord shall furnish the following services:
--------------
(i) heating, ventilating and air conditioning to provide a temperature condition
and humidity control required for comfortable occupancy of the Building as
follows:

The external design conditions will be based on ASHRAE recommendations for
Sarasota, Florida: 92F dry bulb and 77F wet bulb for summer; 43F dry bulb
for winter. The interior design conditions will be based on 75F dry bulb
and 50% relative humidity for cooling operation and 70F for heating
operation. (Relative humidity is not controlled). Office average loads will
be based on: 2.0 watts/SF for lighting; 6.0 watts/SF for power; 90
SF/person of net office space at 250 Btuh sensible and 200Btuh latent per
person, 20 cfm of outside air per person. Office envelope elements: R20
roof insulation with light color membrane; R13 wall insulation with a
medium color finish. Glass at the exterior wall will have a minimum shading
coefficient of 0.17, except doors;

(ii) water for drinking, and water for any private restrooms or office kitchen
requested by Tenant; and (iii) passenger elevator service (in common with
Landlord and other tenants of the Building, if any), twenty-four (24) hours a
day, seven (7) days a week. Landlord shall allow Tenant access to the Premises
twenty-four (24) hours a day, seven (7) days a week.

(b) In the event that Landlord fails to perform as required under
Subsection 9.1(a) hereof, Landlord shall have fifteen (15) days after notice
from Tenant to commence performing such obligations. If Landlord shall fail to
commence to perform such obligations within such fifteen (15) day period, Tenant
may, upon notice to Landlord, perform such obligations of Landlord. In the event
Tenant performs such obligations, Landlord shall reimburse Tenant for Tenant's
reasonable costs thereof ("Tenant's Maintenance Costs") within thirty (30) days
after Tenant delivers to Landlord invoices for Tenant's Maintenance Costs or
such other supporting documentation as may be reasonably requested by Landlord.
In the event Landlord fails to so reimburse Tenant, Tenant may set off the
amount of unreimbursed Tenant's Maintenance Costs and interest thereon at the
Default Rate from the next due payment(s) of Rent becoming due hereunder;
provided, however, no offset amount may exceed fifteen percent (15%)

15

of the total Rent due Landlord in any single month. If, because of the foregoing
limit, Tenant cannot offset the entire amount of such judgment plus the interest
thereon prior to the expiration of the Term, the fifteen percent (15%) cap shall
not apply and Tenant shall deduct monthly from Rent an amount which shall
amortize the judgment and interest accruing thereon over the balance of the
Term.

9.2 Electricity. The Building shall be separately metered for electrical
-----------
use. Electricity shall be provided by the electric utility company serving the
Building; and Landlord shall permit Landlord's wire and conduits, to the extent
available, suitable and safely capable, to be used for such distribution. Any
additional feeders, risers or other equipment necessary to supply Tenant's
electrical requirements, upon written request of Tenant, will be installed by
Landlord, as part of Landlord's Work, at the sole expense of Tenant. Tenant
covenants and agrees that at all times its connected load shall never exceed the
capacity of the then existing risers or wiring installations allocable to the
Premises. In no event shall Tenant install any fixtures, equipment or machines
the use of which, if used in addition to facilities existing at the time of such
installation, would result in an overload of the electrical circuits servicing
the Building. All electricity used during the performance of janitor service, or
the making of any alterations or repairs in the Building or the operation of any
special air conditioning systems serving the Premises shall be billed to and
paid for by Tenant. Notwithstanding anything to the contrary set forth in
Section 9.2 or elsewhere in this Lease, Landlord and Tenant hereby acknowledge
that legislative/regulatory changes have been proposed and may be enacted or
promulgated during the Term which will affect the utility industry and may
provide Landlord and Tenant with opportunities to reduce charges for electric
service through direct access to sources of power other than the current
electric utility. In the event Tenant desires to purchase power directly from
these alternative sources during the Term, Tenant shall have the right and
option to do so, and Landlord will use reasonable efforts to assist Tenant in
connection therewith, provided that such direct purchase shall not result in
capital costs to be incurred by Landlord. In general, Tenant shall pay for any
electricity, gas, water, sewer, heat, cable service or other utility or
telecommunication service used in the Premises.

9.3 Telecommunications. Tenant shall arrange for telecommunications service
------------------
directly with one or more of the companies providing such services and shall be
solely responsible for paying for such service. In no event does Landlord make
any representation or warranty with respect to telecommunications service in the
Building, and Landlord shall have no liability with respect thereto. Landlord
shall not charge any fees to any telecommunications services company chosen by
Tenant for access to or service in the Building.

9.4 Additional Services. Landlord shall not be obligated to furnish any
-------------------
services other than those stated above. If Landlord elects to furnish services
requested by Tenant in addition to those stated above (including services at
times other than those stated above), Tenant shall pay one hundred percent
(100%) of Landlord's actual cost to furnish such services. If Tenant shall fail
to make any such payment, Landlord may, without notice to Tenant and in addition
to all other remedies available to Landlord, discontinue any additional
services. No

16

discontinuation of any such additional service shall result in any liability of
Landlord to Tenant or be considered as an eviction or a disturbance of Tenant's
use of the Premises.

9.5 Tenant Approval Rights. With respect to all maintenance contracts to be
----------------------
entered into by Landlord for the Premises, Landlord shall obtain three (3) bids,
unless waived in writing by Tenant, for each such contract from contractors or
assembly approved by Tenant and shall select the service provider who, in the
opinion of the Manager, best combines the highest level of service with the
lowest price.

9.6 Failure or Delay in Furnishing Services.
---------------------------------------

(a) Landlord reserves the right to interrupt, reduce, curtail or suspend
the services furnished by Landlord when necessity therefor arises by reason of
required maintenance, accident, labor dispute, riot, insurrection, emergency,
mechanical breakdown, acts of God, or when required by any Legal Requirement, or
for any other cause beyond the reasonable control of Landlord. In non-emergency
situations, Landlord shall furnish Tenant with twenty-four (24) hour prior
notice of any reduction in services. Tenant agrees that Landlord shall not be
liable for damages for failure or delay in furnishing any service stated above
if such failure or delay is caused, in whole or in part, by any one or more of
the events stated in the foregoing sentence or other force majeure event
described in subsection 31.9 below, nor shall any such failure or delay be
considered to be an eviction or disturbance of Tenant's use of the Premises, or
relieve Tenant from its obligation to pay any Rent when due or from any other
obligations of Tenant under this Lease.

(b) Notwithstanding the provisions contained in Subsection (a) above, or
elsewhere in this Lease, in the event that Building services are interrupted
rendering all or any portion of the Building untenantable and Tenant actually
ceases operations of its business in the affected portion of the Building as a
result thereof, then (i) if such condition continues for a period of more than
five (5) consecutive business days, Tenant shall be entitled to an abatement of
Rent until the earlier of the date on which (x) such services are restored in a
manner fit for Tenant's use of the Premises, and (ii) if such services are
interrupted for more than ninety (90) days for the entire Building, Tenant shall
have the absolute right to terminate this Lease, unless such interruption is the
result of casualty, in which case Section 15.2 below shall control.

9.7 Tenant's Services. Tenant shall contract and be responsible for all
-----------------
janitorial, window washing and landscaping services provided for the Premises.
Tenant shall also contact and be responsible for the security system and
security staff for the Building. Tenant may, at its discretion, install a guard
booth, security gates, landscape barriers or other security devices, the design
of which shall be subject to Landlord's reasonable approval. Any failure of
these services shall not apply to Section 9.6 above, it being expressly
recognized that Landlord shall have no liability in connection with services for
which Tenant is solely responsible.

17

9.8  Parking. Tenant shall have the right to designate parking spaces in
-------
any parking facilities serving the Building for special use vehicles, Tenant
guests or other organizational needs at Tenant's discretion.

SECTION 10
CERTAIN RIGHTS RESERVED TO LANDLORD

10.1 Landlord Rights. Landlord reserves the following rights: (a) to make
---------------
repairs, decorations, alterations, additions, or improvements, whether
structural or otherwise, in and about the Premises, and for such purposes to
enter upon the Premises, temporarily close doors, corridors and other areas in
the Building provided reasonable access to the Building is maintained; (b) to
retain at all times, and to use in appropriate instances, keys to all doors
within and into the Premises; and (c) to show or inspect the Premises at
reasonable times, provided Landlord, its agents or representatives shall provide
Tenant with not less than twenty-four (24) hour advance written notice in each
instance prior to its entry upon the Premises, except in cases of emergency. In
cases of emergency, Landlord shall use its best efforts to notify Tenant prior
to entering upon the Premises. Tenant shall have the right to accompany
Landlord, its agents or representatives upon any such entry upon the Premises.
Landlord's right to enter shall include the right to show the Premises to
prospective tenants in the last year of the Lease, and, if vacated or abandoned,
to prepare the Premises for reoccupancy. Notwithstanding the foregoing, and
subject to the other provisions of this Lease, Landlord in connection with any
action taken pursuant to this Subsection 10.1, shall not materially interfere
with Tenant's use and enjoyment of the Premises. All Landlord employees or
agents entering into the Premises, except in an emergency, shall conduct
themselves in accordance with any of Tenant's rules of conduct, provided
Landlord has been given notice of such rules, and Tenant's security system.

SECTION 11
MAINTENANCE AND REPAIRS

11.1 Tenant. Tenant, at its expense, shall maintain and keep the interior
------
of the Building in good order and repair at all times during the Term following
the Substantial Completion Date and perform the Tenant services set out in
Section 9.7. In the event of a default by Tenant of its obligations under the
foregoing sentence, Landlord shall, at Landlord's option, perform any
maintenance or make any repairs to the Building as Landlord shall deem necessary
or desirable. Landlord shall also (a) perform any maintenance or make any
repairs to the portions of the Premises other than the Building as Landlord
shall desire for the safety, operation or preservation of the Premises, and (b)
perform any maintenance or make any repairs to the Premises as Landlord (x)
shall deem necessary for the safety, operation or preservation of the Premises
or (y) may be required or requested to do by the County of Sarasota or by the
order or decree of any court or by any other proper authority. Tenant shall
reimburse Landlord for any such maintenance or repairs of the Premises pursuant
to this Section 11.1. All repairs,

18

restorations and replacements performed by Tenant or at Tenant's direction shall
be in conformity with the provisions of this Lease and shall be of a quality and
class at least equal to the original work or installations or, if higher, the
then standards for the Premises established by Landlord and, in either case,
shall be done in a good and workmanlike manner. If Tenant, after written notice
from Landlord, fails to meet its obligations under this subsection, Landlord may
complete such obligations in a manner consistent with a first-class office
building in metropolitan Sarasota and Tenant shall reimburse Landlord for the
cost of completing same upon receipt of an invoice from Landlord for the work or
repairs, plus interest from the date of payment by Landlord until payment by
Tenant, at the Default Rate.

11.2 Landlord. Landlord shall maintain and repair the Building's exterior
--------
walls, the public areas of the Premises including parking lots and parking lot
lighting, the Building's structure, foundation and roof, the Building's systems,
including HVAC systems, electrical systems including the emergency generator for
the Building, plumbing, fire protection system and elevators and all other
mechanical systems, in a manner required to keep the Building and Premises in
accordance with all federal, state and local requirements and shall make all
necessary maintenance and structural repairs to the Building to keep the
Building in the condition of a first-class office building in the metropolitan
area of Sarasota, normal wear and tear excepted. If Landlord, after written
notice from Tenant, fails to meet its obligations under this subsection, Tenant
may complete such obligations as provided for in Section 9.1(b) above.

SECTION 12
ALTERATIONS

12.1 Requirements. (a) Tenant shall not make any replacement, alteration,
------------
improvement or addition to or removal from the Premises (collectively an
"alteration") without the prior written consent of Landlord, which consent shall
not be unreasonably withheld or delayed. Landlord shall respond to Tenant's
requests for approval for alterations from time to time within a reasonable
period of time (taking into consideration, among other factors, the complexity
and scale of the proposed alterations) and, if Landlord withholds consent to any
proposed alterations, Landlord shall provide a written response to Tenant
setting forth the reasons therefor. Notwithstanding anything contained to the
contrary herein, Tenant shall, without Landlord's consent, have the right to
make improvements or minor decorations within the Premises, employing
contractors selected by Tenant, provided such improvements or decorations are in
keeping with the standards of Tenant's existing Premises and do not affect the
structure of the Building or any Building systems for which Landlord has
maintenance responsibility. In the event Tenant proposes to make any alteration
requiring Landlord's consent hereunder, Tenant shall, prior to commencing such
alteration, submit to Landlord for prior written consent: (i) detailed plans and
specifications; (ii) the names, addresses and copies of contracts for all
contractors; (iii) all necessary permits evidencing compliance with all
applicable governmental rules, regulations and requirements; (iv) certificates
of insurance in form and amounts reasonably required by Landlord (including,
without limitation, workers' compensation

19

insurance and additional personal injury and property damage insurance over and
above the insurance required to be carried by Tenant pursuant to Subsection 13.1
hereof) naming Landlord, its managing agent, and any other parties designated by
Landlord as additional insureds; and (v) all other documents and information as
Landlord may reasonably request in connection with such alteration.

(b)  Neither approval of the plans and specifications nor supervision
of the alteration by Landlord shall constitute a representation or warranty by
Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans
and specifications or the quality of workmanship or the compliance of such
alteration with applicable law. Landlord may, as a condition of its approval,
require Tenant to remove any non-standard office fixtures or equipment at the
expiration of the Term. Tenant shall repair, at its sole cost and expense, any
damage caused by the removal of such non-standard office fixtures or equipment.
The provisions of subsection (e) below shall apply to all non-standard office
fixtures and equipment.

(c)  Tenant shall pay the entire cost of the alteration.

(d)  Each alteration shall be performed in a good and workmanlike
manner, in accordance with the plans and specifications approved by Landlord,
and shall meet or exceed the standards for construction and quality of materials
established by Landlord for the Building. In addition, each alteration shall be
performed in compliance with all applicable Legal Requirements and shall be
performed at such times and in such manner as Landlord may from time to time
reasonably direct. Each alteration shall be compatible with Building systems.

(e)  Each alteration, whether temporary or permanent in character,
made by Landlord or Tenant in or upon the Premises (excepting only Tenant's
furniture, equipment and trade fixtures) shall become Landlord's property and
shall remain upon the Premises at the expiration or termination of this Lease
without compensation to Tenant. If Tenant installs any alteration without
Landlord's consent, or if a permitted condition of such consent was removal,
Landlord may, without waiving any other rights or remedies hereunder against
Tenant for such breach of the lease, also designate the removal of such
alterations at Tenant's expense.

(f) Upon completion of the work, other than decorations, Tenant shall
deliver to Landlord two complete sets of construction documents and plans (one
set being printed on Mylar) and all certificates indicating final approval
thereof from all governmental and insurance authorities having or asserting
jurisdiction from which approvals may be required.

12.2 Selection of Contractors and Subcontractors. Tenant's selection
-------------------------------------------
of a general contractor and any subcontractors to construct any alterations and
any replacement thereof from time to time, shall be subject to the reasonable
consent of Landlord, which consent shall not be unreasonably withheld or
delayed.

20

12.3  Liens. Upon completion of any alteration, Tenant shall promptly
-----
furnish Landlord with sworn owner's and contractors' statements and full and
final waivers of lien covering all labor and materials included in such
alteration if requested by Landlord. Tenant shall not permit any mechanic's lien
to be filed against the Premises, or any part thereof, arising out of any
alteration performed, or alleged to have been performed, by or on behalf of
Tenant. If any such lien is filed, Tenant shall within thirty (30) days
thereafter have such lien released of record or deliver to Landlord a bond in
form, amount, and issued by a surety satisfactory to Landlord, indemnifying
Landlord against all costs and liabilities including interest at the Default
Rate resulting from such lien and the foreclosure or attempted foreclosure
thereof. If Tenant fails to have such lien so released or to deliver such bond
to Landlord, Landlord, without investigating the validity of such lien, may pay
or discharge the same and Tenant shall reimburse Landlord upon demand for the
amount so paid by Landlord, including Landlord's expenses and attorneys' fees
and interest at the Default Rate.

SECTION 13
INSURANCE

13.1  Tenant's Insurance. (a) Tenant, at its sole cost and expense but
------------------
for the mutual benefit of Landlord (when used in this Section 13 the term
"Landlord" shall include Landlord's partners, beneficiaries, officers, agents,
servants and employees and the term "Tenant" shall include Tenant's partners,
beneficiaries, officers, agents, servants and employees), agrees to purchase and
keep in force and effect during the Term hereof, including any renewal term, the
following insurance coverage:

(i)   Comprehensive general liability insurance protecting against
personal injury and property damage. Any basic policy and any umbrella
policy evidencing Tenant's liability insurance shall be written (a) in an
aggregate amount of not less than $5,000,000 combined single limit per
occurrence; (b) with contractual liability coverage for Tenant's liability
(including indemnifications) under this Lease; and (c) with an endorsement
naming Landlord and, if required, Landlord's agents, all Superior
Mortgagees and Superior Lessors as additional insureds;

(ii)  casualty insurance covering the Building and all machinery,
equipment and other personal property used in connection with the Building
(including leasehold improvements or the property of any tenants of the
Building) insuring against the perils covered by fire and extended coverage
insurance, in an amount not less than the then current replacement value of
the Building;

(iii) Property insurance protecting against fire and other casualty
covering all alterations, additions, within the Premises, and on all
personal property located in the Premises. Any policy evidencing Tenant's
property insurance shall be written (a) with

21

endorsements for extended coverage, vandalism and malicious mischief; and
(b) insuring full replacement value;

(iv)  Rent loss insurance covering a loss of rents equal to 100% of
Rent for a twelve (12) month period;

(v)   Coverage for loss, liability, personal injury, damage or death
due to explosion of boilers or other pressure vessels; and

(vi)  any other insurance reasonably required by the Superior
Mortgagee.

If Tenant fails to obtain any of the above policies or coverage, Landlord may
obtain such coverage at Tenant's expense.

(b)  Tenant's liability insurance and Tenant's property insurance
shall be written by insurers of recognized responsibility licensed to do
business in the State of Florida. Such insurance may be evidenced by blanket
insurance policies of Tenant. Tenant may self-insure deductibles up to an amount
of $1,000,000 in the aggregate except for the coverage set forth in 13.1(a)(ii)
above.

(c)  Tenant shall, promptly after the commencement of the Term,
furnish to Landlord certificates evidencing such coverage, which certificates
shall state that such insurance coverage may not be changed or canceled or
failed to be renewed without at least ten (10) days' prior written notice to
Landlord and Tenant.

(d)  It is the intention of the parties hereto that the Tenant shall
procure, maintain in force at all times, pay for and deliver to the Landlord all
of the insurance hereinabove referred to at such times and in such manner that
the Landlord's interest in the Premises shall at all times during the term
hereof be protected and evidenced by, and the Landlord shall be in possession
of, valid and binding insurance as herein required. All renewal binders or
policies shall be delivered to the Landlord not less than thirty (30) days prior
to the expiration of the policy or policies to be renewed.

(e)  Unless and to the extent otherwise required by the Landlord at
the time of any loss, the loss, if any, under any or all of the policies
provided for under Section 13.1 hereof, shall be adjusted with the insurance
company or companies by and at the cost of the Tenant, but if the loss shall be
in excess of Twenty Thousand ($20,000.00) Dollars, no final adjustment shall be
made with the insurance company or companies without the written approval of the
Landlord of the amount of the adjustment. The proceeds of any insurance policy
shall, subject to the provisions of a Superior Mortgage, belong to the party
expending funds for restoration with any excess being payable to the named
insured.

22

13.2 Compliance with Insurance Requirements. Tenant shall not do or
--------------------------------------
permit to be done any act or thing in or upon the Premises which will invalidate
or be in conflict with the terms of any insurance policies covering the Premises
and the fixtures and property therein. Tenant shall not do or permit anything to
be done in or upon the Premises or bring or keep anything therein or use the
Premises in a manner which would result in the cancellation of any policy of
such insurance or the assertion of any defense by the insurer to any claim under
any policy of insurance maintained by Tenant and for the benefit of Landlord.

13.3 Risk of Loss. Notwithstanding anything in this Lease to the
------------
contrary or in this Section 13, Landlord and Tenant intend that the risk of loss
or damage as described above be borne by responsible insurance carriers to the
extent above provided, and Landlord and Tenant hereby agree to look solely to,
and to seek recovery only from, the insurance carriers in the event of a loss of
a type described above ("Insured Losses") to the extent that such coverage is
agreed to be provided hereunder. For this purpose, any applicable deductible
amount shall be treated as though it were recoverable under such policies.
Landlord and Tenant agree that applicable portions of all monies collected from
such insurance shall be used toward the full compliance with the obligations of
Landlord and Tenant under this Lease in connection with damage resulting from
fire or other casualty. Landlord and Tenant each hereby release and waive all
right of recovery against the other, and its respective agents, employees,
partners, officers, directors, shareholders and anyone claiming through or under
each of them for any loss or damage caused by fire or casualty, whether or not
such fire or casualty shall have been caused by the fault or negligence of the
other party.

13.4 Indemnification. (a) Subject to the limitations set forth above
---------------
in Section 13.3, Tenant shall indemnify and defend Landlord, its partners,
members, employees and agents and save them harmless from and against any and
all loss and against all claims, actions, damages, liability and expenses, in
connection with loss of life, bodily and personal injury, or property damage
arising from any occurrence in, upon or at the Premises or any part thereof, or
occasioned wholly or in part by any act or omission of Tenant, its agents,
contractors, employees or invitees or by anyone permitted to be on the Premises
by Tenant, except to the extent caused by the gross negligence or willful
misconduct of Landlord, its partners, members, employees or agents. In case
Landlord, its partners, members, employees or agents shall be made a party to
any litigation commenced by or against Tenant, Tenant shall indemnify, defend
and hold them harmless and shall pay all costs, expenses, and reasonable
attorneys' fees incurred or paid by them in connection with such litigation. The
obligations assumed herein shall survive the expiration or sooner termination of
this Lease.

(b)  Subject to the limitations set forth above in Section 13.3,
Landlord shall indemnify and defend Tenant, its partners, members, employees and
agents and save them harmless from and against any and all loss and against all
claims, actions, damages, liability and expenses, in connection with loss of
life, bodily and personal injury, or property damage arising from any occurrence
in, upon or at the Premises occasioned wholly or in part by the gross negligence
or willful misconduct of Landlord, its partners, members, agents, contractors,

23

employees or invitees or by anyone permitted to be on the Premises by Landlord,
except to the extent caused by the gross negligence or willful misconduct of
Tenant, its partners, members, employees or agents.

In case Tenant, its partners, members, employees or agents shall be made a
party to any litigation commenced by or against Landlord as a result of any
alleged act or omission by Landlord and not any alleged act or contributory
negligence of Tenant, Landlord shall indemnify, defend and hold them harmless
and shall pay all costs, expenses, and reasonable attorneys' fees incurred or
paid by them in connection with such litigation to the extent such costs are not
covered by insurance required herein.

The obligations assumed in this subsection (b) shall survive the expiration
or sooner termination of this Lease.

(c)  If Landlord or Tenant or their respective agents, invitees or
employees are only partially responsible for any such liability, damage, expense
or cause of action, then the indemnification under this Section 13 shall apply
only to that portion of culpable conduct attributable to Landlord or Tenant (or
their respective agents, invitees or employees), as the case may be.

SECTION 14
TENANT'S AND LANDLORD'S RESPONSIBILITIES

Except as expressly provided in the Ground Lease, to the extent
permitted by law, Tenant shall assume the risk of responsibility for, have the
obligation to insure against, and indemnify Landlord and hold it harmless from,
any and all liability for any loss of or damage or injury to any person
(including death resulting therefrom) or property occurring in or on the
Premises, regardless of cause, except for any loss or damage caused by the gross
negligence or willful misconduct of Landlord, and its employees and agents, and
Tenant hereby releases Landlord from any and all liability for same.

SECTION 15
FIRE OR OTHER CASUALTY

15.1 Substantial Destruction of the Building. If, following the
---------------------------------------
Substantial Completion Date, the Building should be substantially destroyed by
fire or other casualty, either party hereto may at its option, terminate this
Lease by giving written notice thereof to the other party within thirty (30)
days of such casualty. In such event, Rent shall be apportioned to and shall
cease as of the date of such casualty. As used herein "substantially destroyed"
shall mean the destruction of that portion of the Building which in the sole
discretion of Landlord and the Superior Mortgagee make reconstruction
impractical. Notwithstanding the foregoing, Landlord

24

shall have no duty pursuant to this subsection to repair or restore any portion
of the alterations, additions or improvements owned or made by Tenant in the
Premises, or any personal property of Tenant, or to expend for any repair or
restoration amounts in excess of the insurance proceeds available for repair or
restoration provided that Tenant has maintained insurance in amounts not less
than the amounts required pursuant to Subsection 13.1 hereof. All insurance
proceeds paid to Tenant in connection with such casualty shall be placed in a
construction escrow at a title company acceptable to both parties and the
Superior Mortgagee until the disposition of such proceeds is decided in
accordance with the provisions of this Section.

(b)  Notwithstanding the above, if any casualty to the Building occurs
during the last twelve (12) months of the Term of this Lease, either party
hereto shall have the right to terminate this Lease as of the date of the
casualty, which right shall be exercised by written notice to be given by either
party to the other party within thirty (30) days therefrom. If this right is
exercised, Rent shall be apportioned to and shall cease as of the date of the
casualty. Notwithstanding the foregoing, if Tenant has exercised a right to
renew the Lease prior to the occurrence of the casualty, Section 15.1 shall
apply.

(c)  In the event Landlord undertakes reconstruction or restoration of
the Building and/or Premises, Landlord shall use reasonable diligence in
completing such reconstruction repairs, but in the event Landlord fails to
substantially complete the same within one hundred eighty (180) days from the
date of the receipt of insurance proceeds, except as a result of any of the
occurrences set forth in Subsection 31.9 below, Tenant may, at its option,
terminate this Lease upon giving Landlord thirty (30) days written notice to
that effect, unless the repairs are completed within said notice period,
whereupon Tenant shall assign all insurance proceeds to Landlord (except those
for Tenant's personally) and both parties shall be released from all further
obligations and liability hereunder. If the repairs are completed within the 30
day notice period, Tenant's election to terminate shall be null and void.

SECTION 16
CONDEMNATION

16.1 Full Taking. If, following the Substantial Completion Date, all
-----------
or substantially all of the Premises shall be taken, or a portion of the
Building shall be taken so as to prohibit the operation of Tenant's business
substantially as conducted prior thereto (a "Full Condemnation"), this Lease
shall cease and terminate on the date on which title to the portion of the
Premises so taken shall vest in the condemning authority. If this Lease so
terminates, Rent shall be paid through and apportioned as of the date of such
condemnation.

16.2 Partial Taking. If, following the Substantial Completion Date, a
--------------
portion of the Premises or Building shall be taken and, notwithstanding such
taking, Tenant can continue to operate its business substantially as conducted
prior thereto (a "Partial Condemnation"), this Lease shall continue in effect as
to the untaken portion and Tenant shall continue to pay all Rent

25

as required hereunder subject to a reduction in Base Rent and Adjustment Rent in
proportion to the portion of the Premises so taken. In the event of a Partial
Condemnation, Landlord shall promptly restore the portion not taken to the
extent reasonably possible to the condition existing prior to the condemnation.
In such event, however, Landlord shall not be required to expend an amount in
excess of the proceeds received by Landlord from the condemning authority.

16.3 Condemnation Awards. Following the Substantial Completion Date,
-------------------
Landlord reserves all rights to compensation for any Full Condemnation or
Partial Condemnation, except that Tenant may separately prosecute any claim it
may have for Tenant's alterations, fixtures and personal property within the
Premises and its moving expenses (if they are compensable) provided such
prosecution does not interfere with or reduce Landlord's compensation. Tenant
hereby assigns to Landlord any right Tenant may have to such compensation, and
Tenant shall make no claim against Landlord or the condemning authority for
compensation for termination of the leasehold interest of Tenant under this
Lease or interference with Tenant's business.

16.4 Temporary Taking. If, following the Substantial Completion Date,
----------------
the temporary use or occupancy of all or any part of the Premises shall be
lawfully taken by condemnation or in any other manner for any public or
quasi-public use or purpose during the Term of this Lease, Tenant shall be
entitled, except as hereinafter set forth, to receive that portion of the award
for such taking which represents compensation for the use and occupancy of the
Premises during the Term and, if so awarded, for the taking of Tenant's
alterations, fixtures and personal property within the Premises and for moving
expenses, and Landlord shall be entitled to receive that portion which
represents reimbursement for the use and occupancy of the Premises following the
expiration of the Term. This Lease shall be and remain unaffected by such taking
and Tenant shall continue to be responsible for all of its obligations hereunder
insofar as such obligations are not affected by such taking and shall continue
to pay in full the Base Rent and Adjustment Rent when due. All moneys received
by Tenant as, or as part of, an award for the temporary use and occupancy for a
period beyond the date to which the rents hereunder have been paid by Tenant
shall be delivered to Landlord and applied by Landlord in payment of the rents
falling due hereunder.

SECTION 17
ASSIGNMENT AND SUBLETTING

17.1 Landlord's Consent. Tenant shall not, without the prior written
------------------
consent of Landlord (which consent shall not be unreasonably withheld or delayed
as provided in Subsection 17.2 hereof): (a) assign, convey, or otherwise
transfer this Lease or any interest hereunder, or sublease the Premises, or any
part thereof, whether voluntarily or by operation of law; or (b) permit the use
of the Premises by any person other than Tenant and its partners, employees,
contractors and agents and permitted transferees. Any such transfer, sublease or
use described in the preceding sentence (a "Transfer") occurring without the
prior written consent

26

of Landlord shall be void and of no effect. For the purposes of this Section,
each of the following events shall be deemed to constitute a Transfer and shall
require the prior written consent of Landlord in each instance: (i) any
assignment or transfer of this Lease by operation of law; (ii) any
hypothecation, pledge or collateral assignment of this Lease; and (iii) any
involuntary assignment or transfer of this Lease in connection with bankruptcy,
insolvency, receivership or otherwise. As to hypothecation, pledge or collateral
assignment of this Lease, Landlord's approval shall be at its sole discretion.
Landlord's consent pursuant to this subsection shall not relieve Tenant of its
liability under this Lease.

17.2 Standards for Consent. (a) If Tenant desires the consent of
---------------------
Landlord to a Transfer, then Tenant shall submit to Landlord, at least thirty
(30) days prior to the proposed effective date of the Transfer, a written notice
which includes such information as Landlord may reasonably require about the
proposed Transfer and the transferee, including, without limitation, the terms
of the proposed Transfer along with a schedule of all rent and other charges to
be paid by the transferee pursuant to such Transfer (collectively, "Transfer
Rent"). Landlord shall not unreasonably withhold its consent to any assignment
or sublease, which consent or lack thereof shall be provided within thirty (30)
days of receipt of Tenant's notice. Landlord shall not be deemed to have
unreasonably withheld its consent if, in the judgment of the Landlord: (i) the
transferee is of a character or engaged in a business which is not in keeping
with the standards or criteria used by Landlord in leasing the Building; (ii)
the transferee is a governmental unit; (iii) Tenant is in Default under this
Lease; and (iv) in the judgment of the Landlord, such a Transfer would violate
any term, condition, covenant, or agreement of the Landlord involving the
Building. Tenant shall not effect any Transfer if the transferee's use violates
local zoning laws or ordinances, or if the transferee's use requires more
parking than provided on the Premises. Tenant shall pay to Landlord any
reasonable attorneys' or other fees and expenses incurred by Landlord in
connection with any proposed Transfer, whether or not Landlord consents to such
Transfer.

(b)  The parties further agree that in lieu of Landlord's giving its
written consent to a sublease or assignment, where same is required, Landlord
may elect to recapture the Premises and release Tenant from this Lease, provided
Tenant desires to sublease all of the Premises or assign the Lease to a party
other than an entity described in Section 17.4 below. In the event that Landlord
exercises its election to release Tenant from this Lease, Tenant shall
thereafter be released from any further obligation under this Lease and shall be
deemed to have waived all rights for the payment of any monies due as of the
effective date of such release.

17.3 Excess Transfer Consideration. In addition to the other
-----------------------------
provisions of this Section 17 regarding the limitations on Tenant's rights to
consummate a Transfer, it shall be a condition to any Transfer hereunder that
Tenant shall pay to Landlord fifty percent (50%) of all Net Transfer
Consideration payable during the Term. For purposes hereof, "Net Transfer
Consideration" shall mean (a) with respect to subleases, the excess, if any, of
(x) the amount of all rent and additional rent or adjustment rent payable
according to the terms of the proposed sublease less (y) the amount of Base Rent
and Adjustment Rent payable hereunder which is

27

allocable to the portion of the Premises covered by the Transfer ("Transfer
Premises") and (b) with respect to assignments, the gross amount of any
consideration in respect of such assignment, less, in either such case (a) or
(b), (i) Tenant's actual out-of-pocket costs incurred in partitioning and
finishing the portion of the Transfer Premises or the provision of a tenant
allowance by Tenant, (ii) any brokerage commission paid by Tenant in connection
with such Transfer, (iii) any reimbursement amounts paid to Landlord pursuant to
Section 17.2 hereof and (iv) Tenant's attorneys' fees (which expenses identified
in clauses (i), (ii), (iii) and (iv) shall be deducted from Net Transfer
Consideration as incurred). Payment of Net Transfer Consideration to Landlord
shall be made within ten (10) days after receipt thereof by Tenant for which
payment is due Landlord. If the Net Transfer Consideration received by Tenant is
not in cash or cash equivalent, Tenant shall nevertheless pay to Landlord 50% of
the value thereof in cash.

17.4 Transfers Permitted Without Landlord Consent. Notwithstanding any
--------------------------------------------
provision of this subsection to the contrary, but subject to all of the other
provisions of this Section 17, and provided that Tenant shall not be in default
of its obligations under this Lease:

(i)  Tenant shall have the right, without the consent of Landlord, to
assign this Lease or sublet all or any part of the Premises to any entity
controlling, controlled by or under common control with Tenant or, any AWO
Affiliate, provided that no such assignee shall further assign this Lease
and no such sublessee shall assign or encumber its sublease or further
sublet all or any part of the Premises to any person other than an entity
controlling, controlled by or under common control with Tenant, except in
accordance with the provisions of this Section 17. As used in this Lease,
"AWO Affiliate" shall mean any entity which is a party to a Member Firm
Interfirm Agreement and is a member of the Andersen Worldwide Organization;
and "Andersen Worldwide Organization" shall mean AWO Affiliates
collectively and referred to in a consolidated manner.

(ii) Tenant shall have the right, without the consent of Landlord, to
assign this Lease to any entity succeeding to Tenant by merger or
consolidation in accordance with applicable statutory provisions for merger
or consolidation or by purchase of all or substantially all of Tenant's
assets, provided that each such entity succeeding to Tenant's interests
--------
hereunder shall have sufficient creditworthiness to perform its obligations
under this Lease and a minimum net worth of Fifty Million Dollars
($50,000,000). In connection with any purchase of all or substantially all
of Tenant's assets, and effective upon Tenant's compliance with the
foregoing, the assignor shall be released from further liability under this
Lease.

17.5 Conditions. No assignment or sublease shall be effective unless Tenant
----------
shall promptly (and in any event, no later than thirty (30) days after the
effective date of an assignment or the commencement of the term of a sublease,
as the case may be) deliver to Landlord (a) a duplicate original of the
instrument of assignment, containing a written assumption of this Lease by the
assignee, or a duplicate original of the sublease, as the case may be, and (b)
all other agreements between Tenant and such assignee or subtenant relating to
such

28

assignment or sublease or to any other arrangements between those parties
relating to the use and occupancy of all or any portion of the Premises or the
fixtures, furniture, equipment or services therein.

17.6 Legal Requirements. Tenant shall be responsible for obtaining all
------------------
permits and approvals required by any governmental or quasi-governmental agency
for any work or otherwise required in connection with any permitted assignment
of this Lease or any permitted sublease, and Tenant shall deliver copies of the
same to Landlord prior to the commencement of work if work is to be done.

17.7 No Waiver. The consent by Landlord to any assignment or
---------
subletting shall not be a waiver of or constitute a diminution of Landlord's
right to withhold its consent to any other assignment or subletting and shall
not be construed to relieve Tenant from its liability hereunder or from
obtaining Landlord's express written consent to any other or further assignment
or subletting.

17.8 Default by Tenant.
-----------------

(a)  If the Premises or any part thereof be sublet or occupied by any
person or persons other than Tenant, whether or not in violation of this Lease,
Landlord may, after default by Tenant, collect rent from the subtenant or
occupant and apply the net amount collected to the rent herein reserved, but no
such assignment, subletting, occupancy or collection of rent shall be deemed a
waiver of the covenants in this Section, nor shall it be deemed acceptance of
the assignee, subtenant or occupant as a tenant, or a release of Tenant from the
full performance by Tenant of all the terms, conditions and covenants of this
Lease.

(b)  It shall be a condition to each sublease except to an AWO
Affiliate that, in the event of termination or cancellation of this Lease for
any reason whatsoever, or of the surrender of this Lease, whether voluntary,
involuntary or by operation of law, prior to the expiration date of such
sublease (as may be extended or renewed as provided therein), the subtenant
shall, if requested by Landlord and at Landlord's option, make full and complete
attornment to Landlord for the balance of the term of the sublease.

SECTION 18
LANDLORD'S RIGHT TO PERFORM
TENANT'S OBLIGATIONS

18.1 Landlord's Right to Perform Tenant's Obligations. If Tenant shall
------------------------------------------------
default in the performance of any term or covenant on its part to be performed
under this Lease, Landlord, without being under any obligation to do so and
without thereby waiving such default, may upon the expiration of the period
allowed for the cure of such default, if any, provided by this Lease (or with or
without such expiration in case of emergency) remedy such default.

29

Tenant shall reimburse Landlord on demand for all costs, expenses and reasonable
interest incurred by Landlord in the performance of Tenant's obligations
hereunder plus interest on the unpaid amount at Default Rate.

SECTION 19
SURRENDER

19.1 Condition Upon Surrender. Following the Substantial Completion
------------------------
Date and upon termination of the Term or Tenant's right to possession of the
Premises, Tenant shall return the Premises to Landlord in good order and
condition, ordinary wear and damage by fire or other casualty excepted.
Notwithstanding anything to the contrary in this Section 19 or elsewhere in this
Lease, Tenant shall not be required to remove any of the initial tenant
improvements in the Premises installed as part of Landlord's Work or any
subsequent alterations approved by Landlord, unless removal was a condition of
Landlord's approval thereof. Tenant shall remove its furniture, equipment, trade
fixtures and all other items of personal property from the Premises prior to
termination of the Term or Tenant's right to possession of the Premises. If
Tenant does not remove such items, Tenant shall be conclusively presumed to have
conveyed the same to Landlord without further payment or credit by Landlord to
Tenant; or at Landlord's sole option such items shall be deemed abandoned, in
which event Landlord may cause such items to be removed and disposed of at
Tenant's expense, which shall be 100% of Landlord's actual cost of removal,
without notice to Tenant and without obligation to compensate Tenant.

SECTION 20
DEFAULTS AND REMEDIES

20.1 Tenant Default. The occurrence of any of the following shall
--------------
constitute a default (a "Default") by Tenant under this Lease: (a) Tenant fails
to pay any Rent when due and such failure is not cured within five (5) days
after notice from Landlord, which Landlord shall not be obligated to provide
more frequently than once in every twelve (12) month period (which notice may be
in the form of a Landlord statutory five (5) day notice); (b) Tenant fails to
perform any other provision of this Lease and such failure is not cured within
thirty (30) days (or immediately if the failure involves a hazardous condition)
after notice from Landlord; provided, however, that with respect only to
Defaults which cannot be cured by the payment of money but which by their nature
can be cured, if a cure thereof cannot reasonably be effected within thirty (30)
days, then, so long as Tenant continues to diligently pursue such cure, such
cure period shall be extended for such period of time as is reasonably required
to effect such cure; (c) the leasehold interest of Tenant is levied upon or
attached under process of law; (d) Tenant shall commence proceedings for or take
any corporate or partnership action (or its equivalent) authorizing or providing
for its dissolution or liquidation; (e) Tenant shall effect a Transfer in
violation of the Lease; or (f) (i) Tenant shall commence any case, proceeding or
other action 1) under any existing or future law of any jurisdiction, domestic
or foreign, relating to bankruptcy,

30

insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or 2) seeking appointment of a receiver, trustee, custodian or other
similar official for it or for all or any substantial part of its assets, or
Tenant shall make a general assignment for the benefit of its creditors; or (ii)
there shall be commenced against Tenant any case, proceeding or other action of
a nature referred to in clause (i) above which 1) results in the entry of an
order for relief or any such adjudication or appointment, 2) remains
undismissed, undischarged or unbonded for a period of ninety (90) days or 3) in
the event of such a case, proceeding or other action which has been bonded
within said ninety (90) day period, if such case, proceeding or other action
does not remain so bonded thereafter until it is discharged or dismissed; or
(iii) there shall be commenced against Tenant any case, proceeding or other
action seeking issuance of a warrant of attachment, execution, distraint or
similar process against all or any substantial part of its assets, which results
in the entry of an order for any such relief which shall not have been vacated,
discharged, or stayed or bonded pending appeal within ninety (90) days from the
entry thereof or, in the event of such a case, proceeding or other action which
has been bonded or stayed within said ninety (90) day period, if such case,
proceeding or other action does not remain so bonded or stayed thereafter until
it is vacated or dismissed (any such action, proceeding or event described in
the foregoing clause (1), a "Bankruptcy Event"); or (iv) Tenant shall take any
action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set 20.1 forth in clause (i), (ii) or (iii)
above; or (v) Tenant shall generally not, or shall be unable to, or shall admit
in writing its inability to, pay its debts as they become due.

20.2 Termination of Lease. In the event of a non-monetary Default
--------------------
hereunder by Tenant and the expiration of all applicable grace or cure periods,
including the cure period set forth in Section 20.1(b) above, Landlord may serve
a written five (5) day notice of cancellation of this Lease upon Tenant, and
upon the expiration of said five (5) days, this Lease and the Term hereunder
shall end and expire as fully and completely as if the date of expiration of
such five (5) day period were the Expiration Date of this Lease. Tenant shall
then quit and surrender the Premises to Landlord but Tenant shall remain liable
as hereinafter provided.

20.3 Equitable Relief. In the event of a breach or threatened breach
----------------
by Tenant of any of the covenants or provisions hereof, Landlord shall also have
the right to pursue any and all equitable rights available to it under Florida
law or otherwise, including, without limitation, specific performance.

20.4 Remedies Upon Default. In the event Landlord shall have given a
---------------------
notice of Default or Tenant shall otherwise be in Default hereunder:

(a)  Landlord and Landlord's agents may, pursuant to Florida law
re-enter the Premises or any part thereof, and by summary proceedings or
otherwise, but not in violation of the Florida law of forcible detainer,
dispossess Tenant or the legal representative of Tenant or

31

other occupant of the Premises and remove their effects without liability for
damage thereto and hold the Premises as if this Lease had not been made but
Tenant shall remain liable hereunder as hereinafter provided. If permitted under
Florida law, Landlord may terminate Tenant's possession of the Premises without
terminating the Lease provided Landlord otherwise complies with the provisions
of this Section 20; and

(b)  Landlord may, at its option, relet the whole or any part or parts
of the Premises from time to time, either in the name of Landlord or otherwise,
to such tenant or tenants, for such term or terms ending before, on or after the
Expiration Date, at such rental or rentals and upon such other conditions, which
may include concessions and free rent periods, as Landlord in its sole
discretion may determine. Landlord shall have no obligation to relet the
Premises or any part thereof and shall in no event be liable for refusal or
failure to relet the Premises or any part thereof, or, in the event of any such
reletting, for refusal or failure to collect any rent upon any such reletting,
and no such refusal or failure shall operate to relieve Tenant of any liability
under this Lease or otherwise to affect any such liability. Landlord, at
Landlord's option, may make such repairs, improvements, alterations, additions,
decorations and other physical changes in and to the Premises as Landlord
considers advisable or necessary in connection with any such reletting or
proposed reletting (but not changing the use), without relieving Tenant of any
liability under this Lease or otherwise affecting any such liability.
Notwithstanding anything to the contrary contained herein, Landlord shall take
reasonable measures to mitigate damages against Tenant.

(c)  Unless expressly stated herein, Landlord shall have all remedies
available under Florida law so long as Landlord follows all required statutory
procedures. An election by Landlord under this Section 20.4 shall not be
construed as an election of remedies and Landlord may avail itself of any legal
and equitable remedies it may otherwise have arising out of Tenant's breach of
this Lease.

20.5 Damages. If this Lease shall terminate or if Landlord shall
-------
re-enter the Premises as provided in this Section:

(a)  Tenant shall pay to Landlord all Rent to the date upon which this
Lease shall have been terminated or to the date of re-entry upon the Premises by
Landlord, as the case may be;

(b)  Landlord shall be entitled to retain all monies, if any, paid by
Tenant to Landlord, whether as advance rent, security or otherwise, but such
monies shall be credited by Landlord against any rent due at the time of such
termination or re-entry or, at Landlord's option, against any damages payable by
Tenant;

(c)  Tenant shall be liable for and shall pay to Landlord, as damages,
any deficiency between the Rent payable hereunder for the period which otherwise
would have constituted the unexpired portion of the Term and the net amount, if
any, of rents collected under any reletting effected pursuant to the provisions
of Subsection 20.4(b) for any part of such period (first deducting from the
rents collected under

32

any such reletting all of Landlord's expenses in connection with the termination
of this Lease or Landlord's re-entry upon the Premises and in connection with
such reletting including all repossession costs, brokerage commissions, legal
expenses, alteration costs and/or tenant improvement contributions and other
expenses of preparing the Premises for such reletting);

(d)  Any deficiency in accordance with Subsection 20.5(c) above shall
be paid in monthly installments by Tenant on the days specified in this Lease
for the payment of installments of Base Rent. Landlord shall be entitled to
recover from Tenant each monthly deficiency as the same shall arise and no suit
to collect the amount of the deficiency for any month shall prejudice Landlord's
right to collect the deficiency for any prior or subsequent month by a similar
proceeding. Alternatively, suit or suits for the recovery of such deficiencies
may be brought by Landlord from time to time at its election;

(e)  Whether or not Landlord shall have collected any monthly
deficiencies as aforesaid (but not in duplication of such amounts previously
collected), Landlord shall be entitled to recover from Tenant, and Tenant shall
pay Landlord on demand, as and for liquidated and agreed final damages and not
as a penalty, a sum equal to, a sum of which at the time of such termination of
this Lease or at the time of any such re-entry by Landlord, as the case may be,
represents the then value (using a discount rate of eight percent (8%) per
annum) of the excess, if any, of

(i)  the aggregate of the fixed annual Base Rent and Adjustment
Rent payable hereunder which would have been payable by Tenant (using
a reasonable estimate for Adjustment Rent) for the period commencing
with such earlier termination of this Lease and ending with the
Expiration Date, had this Lease not so terminated, over

(ii) the aggregate fair market rental value of the Premises for
the same period (assuming that any tenant shall pay Adjustment Rent).

(f)  In addition to the other damages payable to Landlord as provided
herein, Tenant shall also pay to Landlord as damages an amount equal to the
reasonable expenses incurred in terminating this Lease and in re-entering the
Premises and in securing possession of the Premises, including attorneys' fees,
as well as the expenses of re-letting, including altering and preparing the
Premises for new tenants, brokers, commissions and attorneys' fees, rent
concessions, and all other expenses properly chargeable against the Premises and
the rental thereof. All such expenses shall be equitably prorated if the term of
the new lease extends beyond the termination date of this Lease. Anything in
this Lease to the contrary notwithstanding, if Tenant is in default in any of
its obligations hereunder, Landlord shall not be entitled to receive from Tenant
any consequential costs or damages incurred by Landlord as a

33

result of such default. In addition, following Tenant's default Landlord shall
use reasonable measures to mitigate any damages arising from Tenant's default

(g)   In no event shall Tenant be entitled (i) to receive any excess
of any rent under clause (d) over the sums payable by Tenant to Landlord
hereunder or (ii) in any suit for the collection of damages pursuant to this
subsection, to a credit in respect of any rent from a reletting except to the
extent that such rent is actually received by Landlord prior to the commencement
of such suit. If the Premises or any part thereof should be relet in combination
with other space, then proper apportionment on a square foot area basis shall be
made of the rent received from such reletting and the expenses of reletting.

20.6  Covenants. (a) If this Lease shall terminate or if the Landlord
---------
shall re-enter the Premises:

(i)   The Premises shall be, upon such earlier termination or
re-entry, in the same condition as that in which Tenant has agreed to
surrender them to Landlord on the Expiration Date;

(ii)  Tenant, on or before the occurrence of any default hereunder,
shall have performed every covenant contained in this Lease for the making
of any alteration or for repairing any part of the Premises; and

(iii) For the breach of either clause (a)(i) or (a)(ii) of this
subsection, or both, Landlord shall be entitled immediately, without notice
or other action by Landlord, to recover, and Tenant shall pay, as and for
agreed damages therefor, the then cost of performing such covenants, plus
interest thereon at the Default Rate for the period from the date of the
occurrence of any default to the date of payment.

20.7  Bankruptcy. (a) If this Lease is assigned to any person or
----------
entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. 101 et seq.
------
(the "Bankruptcy Code"), any and all monies or other considerations payable or
otherwise to be delivered in connection with such assignment shall be paid or
delivered to Landlord, shall be and remain the exclusive property of Landlord
and shall not constitute property of Tenant or of the estate of Tenant within
the meaning of the Bankruptcy Code. Any and all monies or other considerations
constituting Landlord's property under the preceding sentence not paid or
delivered to Landlord shall be held in trust for the benefit of Landlord and be
promptly paid to or turned over to Landlord.

(b)   If a trustee in bankruptcy shall assume this Lease and shall
propose to assign the same pursuant to the provisions of the Bankruptcy Code to
any person or entity who shall have made a bona fide offer to accept an
assignment of this Lease on terms acceptable to such trustee:

34

(i)  Notice of such proposed assignment setting forth 1) the name
and address of such person, 2) all of the terms and conditions of such
offer, and 3) the adequate assurance to being provided Landlord to
assure such person's future performance under this Lease, including,
without limitation, the assurance referred to in section 365(b)(3) of
the Bankruptcy Code, shall be given to Landlord by such trustee no
later than twenty (20) days after receipt by such trustee, but in any
event no later than ten (10) days prior to the date that such trustee
shall make application to a court of competent jurisdiction for
authority and approval to enter into such assignment and assumption,
and Landlord shall thereupon have the prior right and option, to be
exercised by notice to Tenant given at any time prior to the effective
date of such proposed assignment, to accept an assignment of this
Lease upon the same terms and conditions and for the same
consideration, if any, as the bona fide offer made by such person,
less any brokerage commissions which may be payable out of the
consideration to be paid by such person for the assignment of this
Lease.

(ii) It is agreed that adequate assurance of future performance
by the assignee or transferee permitted under the Bankruptcy Code
shall mean the deposit of cash security with Landlord in an amount
equal to the sum of six months' Base Rent then reserved hereunder plus
an amount equal to one-half of all Adjustment Rent payable under
Section 3 hereof or other provisions of this Lease for the calendar
year preceding the year in which such assignment is intended to become
effective, which deposit shall be held by Landlord, in United States
Treasury Bills or Notes or in a certificate of deposit or savings
certificate (at Landlord's option) issued by a national bank in the
State of Florida, having assets of at least $500,000,000, for the
balance of the Term as security for the full and faithful performance
of all of the obligations under this Lease on the part of Tenant yet
to be performed. Interest earned on such deposit (less 1% per annum on
such deposit which shall be retained by Landlord as an administrative
fee) shall be paid to or credited to Tenant at the end of each
calendar year. In addition, adequate assurance shall mean that any
such assignee or transferee of this Lease shall have a net worth
(exclusive of goodwill) equal to at least five (5) times the aggregate
of the annual Base Rent reserved hereunder plus all Adjustment Rent.

(c)  Any person or entity to which this Lease is assigned pursuant to
the provisions of the Bankruptcy Code shall be deemed without further act or
deed to have assumed all of the obligations arising under this Lease on and
after the date of such assignment. Any such assignee shall, upon demand, execute
and deliver to Landlord an instrument in recordable form confirming such
assumption.

20.8 Remedies Cumulative. The remedies and rights provided for in this
-------------------
Lease are cumulative. Mention in this Lease of any particular remedy shall not
preclude Landlord from pursuing any other remedy at law or equity.

35

20.9  Waiver of Redemption. Tenant hereby expressly waives any and all
--------------------
rights of redemption granted by or under any present or future laws.

20.10 No Waivers by Landlord. The failure of Landlord to seek redress
----------------------
for violation of, or to insist upon the strict performance of, any covenant or
condition of this Lease, shall not prevent a subsequent act, which would have
originally constituted a violation, from having all the force and effect of an
original violation except that Landlord shall not enforce any rules and
regulations in a manner which unfairly discriminates against Tenant. The receipt
or acceptance by Landlord of Rent with knowledge of the breach of any covenant
of this Lease shall not be deemed a waiver of such breach. No provision of this
Lease shall be deemed to have been waived by Landlord unless such waiver be in
writing signed by Landlord. No endorsement or statement on any check or any
letter accompanying any check or payment as Rent shall be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such Rent or pursue any other remedy
in this Lease.

20.11 WAIVER OF TRIAL BY JURY. LANDLORD AND TENANT WAIVE TRIAL BY JURY
-----------------------
IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER
LANDLORD OR TENANT AGAINST THE OTHER IN CONNECTION WITH THIS LEASE.

20.12 Venue. If either Landlord or Tenant desires to bring an action
-----
against the other in connection with this Lease, such action shall be brought in
the federal or state courts located in Sarasota, Florida. Landlord and Tenant
consent to the jurisdiction of such courts and waive any right to have such
action transferred from such courts on the grounds of improper venue or
inconvenient forum.

SECTION 21
TENANT'S REMEDIES FOR LANDLORD'S DEFAULT

21.1 Tenant's Remedies for Landlord's Default. The occurrence of any of
----------------------------------------
the following shall constitute a default by Landlord under this Lease: (a)
Landlord fails to make any payment or apply any credit due Tenant when due and
such failure is not cured within thirty (30) days after notice from Tenant; and
(b) Landlord fails to perform any other provision of this Lease and such failure
is not cured within thirty (30) days (or immediately if the failure involves a
hazardous condition) after notice from Tenant; provided, however that, with
respect only to defaults which cannot be cured by the payment of money but which
by their nature can be cured, if a cure thereof cannot reasonably be effected
within thirty (30) days, then, so long as Landlord continues to diligently
pursue such cure, such cure period shall be extended for such period of time as
is reasonably required to effect such cure. In addition to Tenant's rights
contained herein or available in law or at equity, in the event Landlord
neglects or fails to comply with any of Landlord's obligations contained in this
Lease, and Landlord has not cured within the applicable

36

cure period set forth above. Tenant may pursue all remedies against Landlord
arising out of Landlord's default. In the event Tenant obtains a final judgment
against Landlord on account of such default, Tenant may set off the amount of
the judgment (including attorneys' fees and expenses, and interest thereon at
the Default Rate) against the next due installments of Rent, provided no offset
amount may exceed fifteen percent (15%) of the total Rent due Landlord in any
single month. If, because of the foregoing limit, Tenant cannot offset the
entire amount of such judgment plus the interest thereon prior to the expiration
of the Term, the fifteen percent (15%) cap shall not apply and Tenant shall
deduct monthly from Rent an amount which shall amortize the judgment and
interest accruing thereon over the balance of the Term. Election by Tenant to
offset against Rent pursuant to this Section 21.1 shall not be construed as an
election of remedies and Tenant may avail itself of any legal and equitable
remedies it may otherwise have arising out of a breach of this Lease by
Landlord.

SECTION 22
ESTOPPEL CERTIFICATE

22.1 Tenant Estoppel Certificate. Tenant agrees that, from time to time
---------------------------
upon not less than fifteen (15) days' prior request by Landlord, Tenant shall
execute and deliver to Landlord a written certificate certifying that the
following items are true and correct (or if not true and correct, the reasons
therefor): (a) that this Lease is unmodified and in full force and effect (or if
there have been modifications, a description of such modifications and that this
Lease as modified is in full force and effect); (b) the dates to which Rent has
been paid; (c) that Tenant is in possession of the Premises, if that is the
case; (d) that Landlord is not in default under this Lease, or, if Tenant
believes Landlord is in default, the nature thereof in detail; (e) that Tenant
has no off-sets or defenses to the performance of its obligations under this
Lease (or if Tenant believes there are any off-sets or defenses, a full and
complete explanation thereof); (f) that the Premises have been completed in
accordance with the terms and provisions hereof, that Tenant has accepted the
Premises and the condition thereof and of all improvements thereto and has no
claims against Landlord or any other party with respect thereto; and (g) such
additional matters as may be requested by Landlord, it being agreed that such
certificate may be relied upon by any prospective purchaser, mortgagee, or other
person having or acquiring an interest in the Premises. The failure of Tenant to
execute, acknowledge and deliver to Landlord a statement in accordance with the
provisions of this section within said fifteen (15) day period shall constitute
an acknowledgment by Tenant which may be relied on by any person who would be
entitled to rely upon any such statement, that such statement as submitted by
Landlord is true and correct provided that Landlord has also sent a second ten
(10) day notice requesting such statement.

37

SECTION 23
SUBORDINATION

23.1  Subordination. Provided that such Superior Mortgagee and/or
-------------
Superior Lessor shall have entered into an agreement with Tenant (on a form
consistent with the terms of this Section 23 and otherwise reasonably
satisfactory in form and substance to each of such Superior Lessor or Superior
Mortgagee, on the one hand, and Tenant, on the other hand) providing that, in
the event of a foreclosure of the Superior Mortgage or a termination of the
Superior Lease, as the case may be, such Superior Mortgagee or Superior Lessor
shall not terminate this Lease and shall recognize Tenant as the direct tenant
of such landlord in accordance with to the terms of this Lease without
diminution of Tenant's rights and privileges and without increasing Tenant's
duties and obligations under this Lease, this Lease is and shall be expressly
subject and subordinate at all times to (a) each Superior Lease and (b) the lien
of each Superior Mortgage, unless such Superior Lease or Superior Lessor or
Superior Mortgage or Superior Mortgagee expressly provides or elects that the
Lease shall be superior to such Superior Lease or Superior Mortgage. In
addition, as a condition to Tenant's obligations under this Lease, and prior to
the execution of this Lease, each and every existing Superior Mortgagee or
Superior Lessor shall execute a non-disturbance agreement in favor of Tenant
providing that, in the event of a foreclosure of the Superior Mortgage or a
termination of the Superior Lease, as the case may be, such Superior Mortgagee
or Superior Lessor shall not terminate this Lease and shall recognize Tenant as
the direct tenant of such landlord in accordance with to the terms of this Lease
without diminution of Tenant's rights and privileges and without increasing
Tenant's duties and obligations under this Lease.

23.2  Attornment. If the interests of Landlord under this Lease are
----------
transferred by reason of, or assigned in lieu of, foreclosure or other
proceedings for enforcement of any such Superior Mortgage, or if any Superior
Lease shall be terminated then Tenant shall, at the option of such purchaser,
assignee or any Superior Lessor, as the case may be, (a) attorn to such party
and perform for its benefit all the terms, covenants and conditions of this
Lease on Tenant's part to be performed with the same force and effect as if such
party were the landlord originally named in this Lease, or (b) enter into a new
lease with such party, as landlord, for the remaining Term and otherwise on the
same terms and conditions of this Lease except that such successor landlord
shall not be:

(i)   liable for any previous act, omission or negligence of Landlord
under this Lease;

(ii)  subject to any counterclaim or defense which theretofore shall
have accrued to Tenant against Landlord. Nothing herein shall be construed
to limit any right of abatement or offset reserved to Tenant hereunder;

(iii) bound by 1) any modification or amendment of this Lease entered
into after the date on which Tenant has been notified of the existence of
such Superior Lease

38

or Superior Mortgage except as specifically provided for herein or 2) any
previous prepayment of more than one month's Rent, unless such
modification, amendment or prepayment shall have been approved in writing
by the superior Lessor or the Superior Mortgagee through or by reason of
which such successor landlord shall have succeeded to the rights of
Landlord under this Lease;

(iv)  liable for any security deposited pursuant to this Lease unless
such security has actually been delivered to such successor landlord;

(v)   obligated to repair the Premises or any part thereof in the event
of total or substantial damage, beyond such repair as can reasonably be
accomplished from the net proceeds of insurance actually made available to
such successor landlord;

(vi)  obligated to repair the Premises or any part thereof in the event
of partial condemnation, beyond such repair as can reasonably be
accomplished from the net proceeds of any award actually made available to
such successor landlord, as consequential damages allocable to the part of
the Premises not taken; nor

(vii) obligated to perform any work to prepare or finish the Premises
for occupancy by Tenant. Nothing contained in this section shall be
construed to impair any right otherwise exercisable by any such owner,
holder or lessee.

23.3  Subordination Agreement. Subject to the terms and limitations
-----------------------
provided in this Section 23, the foregoing provisions are declared to be
self-operative and no further instruments shall be required to effect such
subordination and/or attornment; provided, however, that Tenant agrees upon
request by any such mortgagee, holder, lessor or purchaser at foreclosure, to
execute and deliver such subordination and/or attornment instruments as may be
required by such person to confirm such subordination and/or attornment, or any
other documents required to evidence superiority of the ground lease or
mortgage, should ground lessor or mortgagee elect such superiority.

SECTION 24
QUIET ENJOYMENT

24.1  Tenant's Right to Quiet Enjoyment. As long as no Default exists,
---------------------------------
Tenant shall peacefully and quietly have and enjoy the Premises for the Term,
free from interference by Landlord, subject, however, to the provisions of this
Lease. The loss or reduction of Tenant's light, air or view will not be deemed a
disturbance of Tenant's occupancy of the Premises nor will it affect Tenant's
obligations under this Lease or create any liability of Landlord to Tenant.
Notwithstanding anything contained herein to the contrary, Landlord hereby
covenants that (a) the Building shall be operated in a manner consistent with
first-class office buildings in the Sarasota, Florida area and (b) so long as
Tenant is not in default under this Lease, Tenant shall

39

and may quietly have, hold and enjoy the Premises and every part thereof leased
hereunder free from disturbance by Landlord or its officers, agents, employees,
successors, assignees or tenants or by anyone (whether the holder of a lien or
otherwise) claiming by, through or under Landlord.

SECTION 25
BROKER

25.1  Broker. Each of Tenant and Landlord represents to the other
------
party that the party making such representation has not dealt with any broker.
Each of Tenant and Landlord agrees to indemnify, defend and hold the other party
and such party's beneficiaries and agents harmless from and against any claims
for a fee or commission made by any broker claiming to have acted by or on
behalf of the party making such representation in connection with this Lease.

SECTION 26
NOTICES

26.1  Notices. All notices and demands to be given by one party to
-------
the other party under this Lease shall be given in writing, mailed or delivered
to Landlord or Tenant, as the case may be, at the following addresses:

Landlord:         Haskell Sarasota. Inc.
c/o The Haskell Company
111 Riverside Avenue
Jacksonville, Florida 32202
Attention: Edward C. Vandergriff

with a copy to:   Gartner, Brock & Simon
1660 Prudential Drive, Suite 203
Jacksonville, Florida 32207
Attention: W.A. Gartner

Tenant:           Arthur Andersen LLP
______ Arthur Andersen Parkway
Sarasota, Florida 34237
Attention: Office Managing Partner

with a copy to:   Arthur Andersen LLP
225 North Michigan Avenue
Chicago, IL 60601
Attention: Managing director, Real Estate

40

with a copy to:   Lord, Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603
Attention: D. Scott Hargadon

Either party may change its address by notice to the other party. Notices shall
be delivered by hand or by United States certified or registered mail, postage
prepaid, return receipt requested, or by a nationally recognized overnight air
courier service. Notices shall be considered to have been given upon the earlier
to occur of actual receipt, five (5) business days after posting in the United
States mail, or one (1) business day after deposit with an overnight courier.

SECTION 27
ROOFTOP COMMUNICATIONS EQUIPMENT

27.1  Right to Install Antenna. In addition to the other rights granted by
------------------------
this Agreement, Tenant shall have the right but not the obligation, during the
Term or any renewal thereof to install, maintain and operate a reception-only
satellite dish antenna no more than one (1) meter in diameter, mounted on a
non-penetrating structure, and related plenum-rated cabling (collectively, the
"Antenna") on the Building's roof (the "Roof") in a location mutually agreed
upon by Landlord and Tenant (the "Antenna Site") but only on antenna mounts
provided for this purpose. Tenant may also use the Building's risers, conduits
and towers, subject to reasonable space limitations and Landlord's requirements
for use of such areas, for purposes of installing cabling from the Antenna to
the Premises in the interior of the Building. Tenant shall pay no additional
charge for the rights granted by this Section 27.1, the Rent being paid and
rights granted under the Lease being considered adequate consideration.

27.2  Installation, Maintenance, Operation and Removal of the Antenna.
---------------------------------------------------------------
Tenant shall install and maintain the Antenna and related cabling at its
expense. Tenant shall have access to the Antenna Site at all times, subject to
any reasonable restrictions of Landlord. The installation of the Antenna shall
be completed in a workmanlike manner and in accordance with all applicable laws
and regulations. At the termination of this Lease (whether upon the Expiration
Date or otherwise) Tenant shall, at Tenant's sole cost and expense, remove the
Antenna and restore the Antenna Site to the condition it was prior to
installation of the Antenna.

SECTION 28
ASSOCIATION MATTERS

28.1  The Premises are part of a development called the Sarasota Commerce
Center, which is, pursuant to the Declaration of Covenants and Restrictions
thereof, governed by the Sarasota Commerce Center Owner's Association (the
"Association"). So long as Tenant is not in Default under this Lease, Tenant
shall direct Landlord how to vote with regard to all

41

Association matters other than those affecting the use of the Premises or
improvements on or to the Premises. Landlord shall forward all Association
correspondence and documents to Tenant for Tenant's review. Tenant, so long as
it is in possession of the Premises, shall pay all Association dues and costs
assessed to the Premises.

SECTION 29
MANAGEMENT OF THE BUILDING

29.1  Management of the Building. (a) Landlord shall at all times cause its
--------------------------
manager, which may be an affiliate of Landlord, to manage the Building in a
standard which is consistent with management standards for comparable first
class office buildings located in Sarasota, Florida (the "Applicable Management
Standards").

(b)   Landlord shall have the right at any time and from time to time to
replace the Manager so long as any substitute Manager subsequently engaged by
Landlord shall manage the Building in accordance with the Applicable Management
Standards.

(c)   The Manager shall obtain the approval of the Landlord for and then
furnish Tenant with the proposed yearly budget for maintenance of the Building
at least sixty (60) days prior to January 1 of each calendar year. Tenant shall
have fifteen (15) business days from receipt thereof to disapprove of said
budget; if Tenant disapproves of the budget, Landlord and Tenant agree to
negotiate in good faith to resolve the issue or issues. Unless and until a
budget is approved by Tenant, Manager shall maintain the Building in accordance
with the previous year's budget.

29.2  Replacement of Manager. In the event that at any time after the first
----------------------
anniversary of the Substantial Completion Date Tenant deems in its sole
discretion that the Manager has failed to manage the Building substantially in
accordance with the Applicable Management Standards, then Tenant shall have the
right, upon notice to Landlord, to require Landlord to replace the Manager in
accordance with the terms hereof. Any such replacement Manager (a "Replacement
Manager") shall be selected by Tenant. It shall be a condition to the selection
or approval of any Replacement Manager that such Replacement Manager shall be
ready, willing and able to perform the management of the Building in accordance
with the Applicable Management Standards and, unless otherwise waived by
Landlord, that such Replacement Manager shall agree to execute a management
agreement with Landlord on market terms (including management fees and other
compensation and payments to be made to the manager thereunder) and such other
reasonable and appropriate terms as Landlord shall require. At Landlord's
election, the prior Manager shall continue to manage the Building until the
Replacement Manager is selected as provided herein.

42

SECTION 30
TENANT FINANCIAL DISCLOSURE

Tenant agrees that for the period beginning on the date hereof and ending
on the earlier of (a) the occurrence of the Initial Financing Event defined
below and (b) the date which is six (6) months after the date of this Lease
(such period being called the "Initial Financial Reporting Period"), Tenant
shall, upon reasonable prior notice, provide to the lender participating in the
Initial Financing Event or not less than two prospective lenders, access to
summary financial information of Tenant. "Initial Financing Event" shall mean
the first closing and funding to Landlord with a Superior Mortgagee for the
purpose of funding the construction of the Building. Tenant shall have no duty
to disclose financial information to any party which is (x) a client of Tenant
or (y) in litigation with Tenant. After the expiration of the Initial Financial
Reporting Period, Tenant shall make no more than two financial disclosures per
calendar year to any prospective purchaser or mortgagee of the Building.

SECTION 31
MISCELLANEOUS

31.1  Successors and Assigns. Subject to Section 17 of this Lease, each
----------------------
provision of this Lease shall extend to, bind and inure to the benefit of
Landlord and Tenant and their respective legal representatives, successors and
assigns; and all references herein to Landlord and Tenant shall be deemed to
include all such parties.

31.2  Entire Agreement. This Lease, and the riders and schedules and
----------------
exhibits, if any, attached hereto which are hereby made a part of this Lease,
represent the complete agreement between Landlord and Tenant; and Landlord has
made no representations or warranties except as expressly set forth in this
Lease. No modification or amendment of or waiver under this Lease shall be
binding upon Landlord or Tenant unless in writing signed by Landlord and Tenant.

31.3  Time of Essence. Time is of the essence of this Lease and each and
---------------
all of its provisions.

30.4  Execution and Delivery. Submission of this instrument for examination
----------------------
or signature by Tenant does not constitute a reservation of space or an option
for lease, and it is not effective until execution and delivery by both Landlord
and Tenant.

31.5  Severability. The invalidity or unenforceability of any provision of
------------
this Lease shall not affect or impair any other provisions.

43

31.6  Governing Law. This Lease shall be governed by and construed in
-------------
accordance with the laws of the State of Florida.

31.7  Attorneys' Fees. (a) Tenant shall pay to Landlord all costs and
---------------
expenses, including reasonable attorneys' fees, incurred by Landlord in
enforcing this Lease (but only to the extent such enforcement action against
Tenant results in a final judgment or settlement in favor of Landlord) or
incurred by Landlord as a result of any litigation to which Landlord becomes a
party as a result of this Lease (other than enforcement actions in connection
with this Lease). This provision shall inure only to Landlord and Tenant and
their respective successors and permitted assigns, if any.

(b)   Landlord shall pay to Tenant all costs and expenses, including
reasonable attorneys' fees, incurred by Tenant in enforcing this Lease (but only
to the extent such enforcement action against Landlord results in a final
judgment or settlement in favor of Tenant). This provision shall inure only to
Landlord and Tenant and their respective successors and permitted assigns, if
any.

31.8  Intentionally deleted.

31.9  Force Majeure. Except as set forth in Section 4.2, Landlord shall not
-------------
be in default hereunder and Tenant shall not be excused from performing any of
its obligations hereunder if Landlord is prevented from performing any of its
obligations hereunder due to any accident, breakage, strike, shortage of
materials, acts of God or other causes beyond Landlord's reasonable control. The
foregoing provision shall not, however, limit Tenant's specific rights to
abatement of Rent in accordance with the terms of this Lease.

31.10 Captions. The headings and titles in this Lease are for convenience
--------
only and shall have no effect upon the construction or interpretation of this
Lease.

31.11 No Waiver. No receipt of money by Landlord from Tenant after
---------
termination of this Lease or after the service of any notice or after the
commencing of any suit or after final judgment for possession of the Premises
shall renew, reinstate, continue or extend the Term or affect any such notice or
suit. No waiver of any default of Tenant shall be implied from any omission by
Landlord to take any action on account of such default if such default persists
or be repeated, and no express waiver shall affect any default other than the
default specified in the express waiver and then only for the time and to the
extent therein stated.

31.12 Limitation of Liability of Landlord. From and after the Substantial
-----------------------------------
Completion Date, any liability of Landlord under this Lease shall be limited
solely to its interest in the Premises, and in no event shall any personal
liability be asserted against Landlord or any member or partner thereof, in
connection with this Lease nor shall any recourse be had to any other property
or assets of Landlord. The term "Landlord" as used in this Lease shall mean only
the owner or lessor for the time being of the Building, so that in the event of
any conveyance of

44

such interest and the transfer to the transferee of any funds then being held
under this Lease by such owner, Landlord shall be and hereby is entirely freed
and relieved of any and all obligations of Landlord hereunder thereafter
accruing, and it shall be deemed without further agreement between the parties
and such grantee(s) that the grantee has assumed and has agreed to perform all
obligations of Landlord hereunder.

31.13  Limitation of Liability of Tenant. Notwithstanding anything to the
---------------------------------
contrary herein, Landlord acknowledges that Tenant is a limited liability
partnership. Landlord expressly agrees that any liability of Tenant arising out
of or in connection with this Lease or the relationship of Landlord and Tenant,
and the ability of Landlord to recover damages or other relief under this Lease,
shall be limited solely to the assets of Tenant. In no instance whatsoever shall
any present, past or future partner, manager or employee of Tenant have any
individual liability to Landlord for the satisfaction of any obligations or
liabilities of Tenant under this Lease, all such individual liability, if any,
being expressly, unconditionally and irrevocably waived and released by
Landlord. Tenant's assets shall not include the capital accounts of any
individual partner of Tenant. Notwithstanding the foregoing, if Tenant is
comprised of more than one entity, each such entity shall be jointly and
severally liable for Tenant's obligations under this Lease (subject to the
foregoing limitation on liability with respect to individual partners, managers
and employees of Tenant). The provisions of this subsection may not be waived by
any partner, manager or employee of Tenant or by any actions or inaction of
Tenant.

31.14  Waiver of Lien on Working Papers. Landlord agrees it will not seek
--------------------------------
to place a lien against the files or records of Tenant or Tenant's clients or
against Tenant's work product. Landlord waives all such rights, whether arising
under common or statutory law.

31.15  Confidentiality. Landlord agrees it shall not disclose the terms
---------------
and/or conditions of this Lease to any third party other than (a) a Superior
Mortgagee or other secured lender of Landlord or any affiliate thereof or (b)
any prospective Superior Mortgagee, secured lender or other financing source of
Landlord or any affiliate thereof except as required by law, or by governmental
regulation, requirement or order, or as may be necessary to establish or assert
its rights hereunder. Except as otherwise provided under Subsection 31.17,
Landlord also agrees that it shall not use Tenant's name or trademark in any of
its promotional or marketing efforts without Tenant's prior written approval in
each instance. Tenant acknowledges and agrees that Landlord may identify the
name of Tenant and the name of the Building as set forth in Subsection 31.17
hereof in promotional and marketing efforts of Landlord and in financing,
refinancing and resale efforts of Landlord.

31.16  Landlord's Entry. Landlord, its agents or representatives shall
----------------
provide Tenant with not less than twenty four (24) hour advance written notice
in each instance prior to its entry upon the Premises, except in cases of
emergency or routine janitorial service. In cases of emergency, Landlord shall
use its best efforts to notify Tenant prior to entering upon the Premises.
Tenant shall have the right to accompany Landlord, its agents or representatives
upon any such entry upon the Premises. Tenant reserves the right from time to
time to designate high

45

security areas into which Landlord, its agents or representatives may not enter
without being accompanied by an employee of Tenant, except in an emergency.

31.17 Building Name and Signage. (a) Subject to applicable zoning rules
-------------------------
and regulations in effect from time to time, Tenant shall have exclusive
Building and monument signage privileges. Landlord shall, at the direction of
Tenant and at Tenant's sole cost and expense, place a sign on or about the
Building at locations selected by Tenant (subject to reasonable approval of
Landlord) identifying the Building and a sign within the Building at locations
selected by Tenant (subject to reasonable approval of Landlord) identifying the
Premises, in each such case, as "The Arthur Andersen Building" (or such other
name incorporating the name of Tenant as the parties shall mutually agree).

(b) Landlord and Tenant agree to use the name "The Arthur Andersen
Building" (or such other name incorporating the name of Tenant as the parties
shall mutually agree) in all material correspondence and leasing, marketing or
other promotional material related to the Building.

(c) Landlord agrees that the Building will not be named for any firm or
entity whose primary business is to provide accounting, consulting or tax
services or for any firm or entity whose name is the same or phonetically
similar to Tenant's.

31.18 Entrance Doors. Landlord agrees that Tenant shall have the right
--------------
to install its standard entrance doors and graphics at any entrance to the
Premises during the Term and to remove such doors and graphics during the Term
and within a reasonable time after the end of the Term. Said entrance doors and
graphics shall at all times remain the personal property of Tenant. 31.19
Recording. At Tenant's request, Landlord and Tenant shall execute and record a
memorandum of lease summarizing the significant terms of this Lease.

31.20 Survival of Indemnification Obligations. Unless this Lease
---------------------------------------
specifically provides otherwise, all obligations of indemnification contained in
this Lease shall survive the termination or expiration of this Lease. 30.21
Consent. Whenever the terms of the Lease require that to obtain the consent of
Landlord, unless expressly stated, such consent shall not be unreasonably
withheld, delayed or conditioned.

31.22 Year 2000. Landlord shall review the areas within the Building
---------
which could be adversely affected by, shall make appropriate inquiry of its
software licensors and material suppliers and vendors with respect to the "Year
2000 Problem" (that is, the risk that systems, facilities, products and
equipment used in connection with the Building may be unable to recognize and
perform properly date-sensitive functions involving dates after December 31,

46

1999). Based on such review, Landlord represents and warrants to Lessee that no
material systems, facilities, services, products and equipment relating to the
Building will be affected by the Year 2000 Problem on, before or after January
1, 2000, and that all Building services and operations will continue without
interruption due to the Year 2000 Problem. This Section shall not apply to any
systems, facilities, products and equipment installed by or controlled solely by
Tenant.

31.23 Penalty for Holding Over. If Tenant retains possession of the
------------------------
Premises after the expiration or termination of the Term or Tenant's right to
possession of the Premises, Tenant shall pay Base Rent during such holding over
an amount equal to one hundred twenty five percent (125%) of the rate in effect
immediately preceding such holding over computed on a daily basis for each day
that Tenant remains in possession. Such amount shall be Landlord's sole and
exclusive damages remedy upon Tenant's holding over; provided, however, that
this Section shall not be construed as Landlord's consent to any Tenant hold
over.

SECTION 32
RENEWAL OPTIONS

32.1 Renewal Options. (a) Tenant shall have the right to exercise the
---------------
following renewal option by giving notice (a "Renewal Option Notice") to
Landlord no later than the date which is one (1) year prior to the Expiration
Date. Tenant shall have options ("Renewal Option") to renew the original term of
this Lease for one or two consecutive five (5) year periods, the first of which
(the "First Renewal Term") shall commence on the date immediately following the
Expiration Date and shall expire on the fifth anniversary of the Expiration Date
(the "First Renewal Term Expiration Date") and the second of which (the "Second
Renewal Term") shall commence on the date immediately following the First
Renewal Term Expiration Date and shall expire on the fifth anniversary of the
First Renewal Term Expiration Date.

(b) In the event Tenant exercises a Renewal Option, Tenant may elect to
renew the term of this Lease for the First Renewal Term or, once having
exercised the Renewal Option for the First Renewal Term, may exercise a Renewal
Option for the Second Renewal Term. Tenant must give notice to Landlord of its
intention to also renew the term of this Lease for the Second Renewal Term no
later than the date which is one (1) year prior to the First Renewal Term
Expiration Date.

(c) It shall be a condition to the exercise of any Renewal Option
hereunder that no Default shall have occurred and be continuing at the time such
Renewal Option is exercised or at the time that any Renewal Term shall commence.

(d) As used herein, the term "Renewal Term" shall mean either the First
Renewal Term or Second Renewal Term, as applicable.

47

32.2 Renewal Term Rent and Terms. (a) In the event Tenant exercises the
---------------------------
Renewal Option, Base Rent for the applicable Renewal Term shall be as follows:

(i)  during the First Renewal Term, ninety percent (90%) of the Net
Effective Rent as determined under subsection 32.3.

(ii) during the Second Renewal Term, ninety percent (90%) of the Net
Effective Rent as determined under subsection 32.3.

(b)  Adjustment Rent and all other Rent and sums due under this Lease
for any Renewal Term shall remain as provided for in this Lease.

(c)  For the First Renewal Term only, if Tenant elects to exercise the
Renewal Option, Landlord shall provide Tenant with an improvement allowance
in the amount of $3.00 per rentable square foot solely for repainting the
interior and recarpeting of the Premises.

(d)  All other lease terms for any Renewal Term shall be as set forth in
this Lease.

32.3 Determination of Net Effective Rent. (a) For purposes of
-----------------------------------
determining Base Rent for any Renewal Term, "Net Effective Rent" shall mean the
rent (e.g., rents generally offered for leases in which the landlord is
responsible for all capital items in the building and which by their term
provide for a base rent only with a separate rental payment for Tenant's
allocable share of the operating expenses and real estate taxes of the building,
excluding therefrom any market concessions such as work performed by landlord, a
tenant improvements allowance or leasing commissions or the other costs and
expenses for the lease transaction because Landlord is not incurring those costs
upon a renewal) but including, any tenant improvement allowance to be received
by Tenant, generally in effect for comparable first class office buildings of
age similar to the Building located in the Sarasota commercial office market
with tenants of comparable financial credit for leases commencing on or about
the date of the Renewal Term.

(b) After Tenant has delivered a Renewal Notice, Landlord and Tenant
shall during the sixty (60) days following the date of the Notice (the
"Negotiation Period") negotiate in good faith to determine the Net Effective
Rent for the Renewal Term.

(c) If the parties are unable to reach agreement during the Negotiation
Period, then within fifteen (15) days after the expiration of the Negotiation
Period, Landlord shall notify Tenant ("Landlord's Rent Notice") of Landlord's
determination of the Net Effective Rent and the Base Rent payable by Tenant for
the period in question based on such determination.

(d) In the event Tenant shall disagree with Landlord's determination,
Tenant shall, within thirty (30) days of receipt of Landlord's Rent Notice,
notify Landlord ("Tenant's

48

Rent Notice") of such disagreement, specifying in detail the reasons for such
disagreement. The failure of Tenant to deliver Tenant's Rent Notice to Landlord
within thirty (30) days following Tenant's receipt of Landlord's Rent Notice
shall be deemed Tenant's acceptance of Landlord's determination of the Net
Effective Rent and such determination conclusively shall be deemed to be the
basis for the Base Rent payable by Tenant for the period in question for
purposes of subsection 32.1 or 32.2, as the case may be. If Tenant timely
delivers to Landlord Tenant's Rent Notice, then Net Effective Rent shall be
determined as follows:

(i)   Landlord and Tenant shall each appoint a licensed real
estate broker who has been actively engaged in the leasing of office
space in comparable office buildings in the Sarasota real estate
market for not less than ten (10) years immediately preceding the date
of appointment and shall not be a sole practitioner (each an
"Appraiser" and collectively, the "Appraisers"). Within thirty (30)
days following receipt of Tenant's Rent Notice (the "Appraisal
Period") the Appraisers shall each make an independent determination
of Net Effective Rent. If the difference between the Appraisers'
values is equal to or less than five percent (5%), then the Net
Effective Rent shall be the average of the sum of the Appraisers'
values.

(ii)  If the difference between the Appraisers' values is greater
than five percent (5%), then the Appraisers shall jointly and promptly
choose a third real estate broker, having the same qualifications as
those set forth above for Appraisers (the "Arbiter") to whom the
Appraisers shall submit in writing their respective determinations of
Net Effective Rent. Within thirty (30) days after being retained, the
Arbiter shall offer the Arbiter's determination of Net Effective Rent.
If the Net Effective Rent determined by the Arbiter lies between the
Appraisers' values, then Net Effective Rent shall be the average of
the sum of (A) the Arbiter's value and (B) the Appraiser's value
nearest to the Arbiter's value. If the Arbiter's determination of Net
Effective Rent is either higher or lower than both of the Appraisers'
values, then Net Effective Rent shall be the average of the sum of the
two nearest values.

(iii) If the Appraisers cannot agree on an Arbiter within ten
(10) business days after the expiration of the Appraisal Period, then
either party may apply to the American Arbitration Association office
in Sarasota, Florida (or the nearest such office to Sarasota) in
charge of real estate valuation arbitrations for appointment of the
Arbiter.

(iv)  If neither the Appraisers nor the Arbiter have finally
determined Net Effective Rent prior to the date on which Base Rent
based upon such Net Effective Rent is to go into effect pursuant to
Subsection 32.1 or 32.2, as the case may be, Tenant shall pay Base
Rent based upon Landlord's Rent Notice (the "Minimum Rent"), subject
to adjustment upon final determination of the Net

49

Effective Rent. In the event the Net Effective Rent, as finally
determined by the above procedure, is (i) in excess of the
Minimum Rent, Tenant, within thirty (30) days following such
final determination, shall pay over to Landlord all such
accumulated excess and (ii) less than the Minimum Rent, Landlord,
within thirty (30) days following such final determination, shall
pay over to Tenant all such accumulated excess or shall allow
Tenant a credit equal to such excess against Base Rent next
coming due hereunder.

(v)  Landlord and Tenant each shall be responsible for and
shall pay the fees and expenses of their respective Appraiser and
shall share equally the fees and expenses of the Arbiter.

(vi) In no event shall the Base Rent for any Renewal Period
be less than Two Million Fifty Thousand, One Hundred and Fifty
Two Dollars ($2,050,152) per year.

32.4 Time of the Essence. Time is of the essence with respect to
-------------------
the exercise by Tenant of any Renewal Option.

32.5 Termination. The termination or cancellation of this Lease
-----------
shall terminate any rights of Tenant pursuant to this Section 32.

SECTION 33
TENANT OPTION TO PURCHASE

33.1 Fifth Year. By giving Landlord written notice thereof not
----------
less than six (6) months prior to the fifth (5th) anniversary of the Rent
Commencement Date, Tenant may elect to purchase the Premises on the fifth (5th)
anniversary of the Rent Commencement Date for the sum of $23,250,000.00.

33.2 Tenth Year. By giving Landlord written notice thereof not
----------
less than six (6) months prior to the Expiration Date, Tenant may elect to
purchase the Premises on the Expiration Date for the sum of $25,148,000.00.

33.3 Purchase Contract. If Tenant exercises either of the
-----------------
options set forth in subsections 33.1 or 33.2, the parties shall enter into the
Purchase Contract for the sale of the Premises attached hereto as Exhibit D.
---------

33.4 Default. Tenant may not exercise the options set forth in
-------
this Section 33 if Tenant is in material default of the Lease.

50

IN WITNESS WHEREOF, the parties hereto have executed this Lease in manner
sufficient to bind them as of the day and year first above written.

LANDLORD
HASKELL SARASOTA, INC.

By:   /s/ Christopher S. Park
--------------------------------
Name:   Christopher S. Park
Title:   Vice President

TENANT
ARTHUR ANDERSEN LLP

By:   /s/ James H. Shedvey
--------------------------------
Name:   James H. Shedvey
Title:  Partner

SHAREHOLDER:

THE HASKELL COMPANY, INC.,
a Florida corporation

/s/ Christopher S. Park
------------------------------------
By:   Christopher S. Park
Its:  Vice President

51

EXHIBIT A

Legal Description

LOT 4, SARASOTA COMMERCE CENTER SUBDIVISION, RECORDED IN PLAT BOOK 34, PAGE 17,
PUBLIC RECORDS OF SARASOTA COUNTY, FLORIDA.

LESS:  A PORTION OF SAID LOT 4, DESCRIBED AS FOLLOWS:

COMMENCE AT THE N.E. CORNER OF SAID LOT 4; THENCE, LEAVING SAID CORNER AND ALONG
THE NORTH BOUNDARY LINE OF SAID LOT 4, S 88(degree)31'43"W, 300.48 FEET TO THE
POINT OF BEGINNING; SAID POINT LYING ON THE ARC OF A CURVE TO THE RIGHT, WHOSE
CENTER BEARS S 65(degree)50'20"W, 536.01 FEET; THENCE, IN A SOUTHERLY DIRECTION,
ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 536.01 FEET AND A CENTRAL ANGLE
OF 22(degree)57'44", 214.82 FEET; THENCE, ALONG A NON-RADIAL LINE TO THE LAST
CURVE, N 83(degree)15'17"W, 236.48 FEET TO ITS INTERSECTION WITH THE ARC OF A
CURVE TO THE LEFT, WHOSE CENTER BEARS S 89(degree)49'48"W, 491.00 FEET; THENCE,
IN A NORTHERLY DIRECTION; ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 491.00
FEET AND A CENTRAL ANGLE OF O1(degree)16'4l", 10.95 FEET TO A POINT OF COMPOUND
CURVATURE OF A CURVE TO THE LEFT; THENCE, IN A NORTHWESTERLY DIRECTION, ALONG
THE ARC OF SAID CURVE, HAVING A RADIUS OF 260.00 FEET AND A CENTRAL ANGLE OF
27(degree)20'56", 124.11 FEET TO A POINT OF COMPOUND CURVATURE OF A CURVE TO THE
LEFT; THENCE, IN A NORTHWESTERLY DIRECTION, ALONG THE ARC OF SAID CURVE, HAVING
A RADIUS OF 142.00 FEET AND A CENTRAL ANGLE OF 01(degree)08'36", 2.83 FEET;
THENCE, ALONG A NON-RADIAL LINE TO THE LAST CURVE, N 45(degree)18'51"E, 62.22
FEET; THENCE N 88(degree)31'43"E, 177.44 FEET TO THE POINT OF BEGINNING AND
CONTAINING 1.00 ACRES, MORE OR LESS.

TOGETHER WITH

A PORTION OF LOTS 30 AND 31 PALMER FARMS FIRST UNIT, RECORDED IN PLAT BOOK 2,
PAGE 216, PUBLIC RECORDS OF SARASOTA COUNTY, FLORIDA, DESCRIBED AS FOLLOWS:

BEGIN AT THE NORTHEAST CORNER OF LOT 4, SARASOTA COMMERCE CENTER SUBDIVISION,
RECORDED IN PLAT BOOK 34, PAGE 17, PUBLIC RECORDS OF SARASOTA COUNTY, FLORIDA,
SAID POINT ALSO LYING ON THE WEST BOUNDARY LINE OF A 52' WIDE DRAINAGE CANAL,
SAID LINE ALSO BEING THE EAST LINE OF THE AFOREMENTIONED LOT 31; THENCE, LEAVING
SAID NORTHEAST CORNER, AND ALONG THE NORTH LINE OF SAID LOT 4, S
88(degree)31'43"W, 300.48 FEET TO A POINT LYING

52

ON THE ARC OF A CURVE TO THE LEFT, WHOSE CENTER BEARS S 65(degree)50'20"W,
536.01 FEET; THENCE, IN A NORTHWESTERLY DIRECTION, ALONG THE ARC OF SAID CURVE,
HAVING A RADIUS OF 536.01 FEET AND A CENTRAL ANGLE OF 08(degree)31'08", 79.70
FEET; THENCE, ALONG A NON-TANGENT LINE TO THE LAST CURVE N00(degree)18'51"W,
56.06 FEET; THENCE S 89(degree)41'09"E, 339.23 FEET TO ITS INTERSECTION WITH THE
AFOREMENTIONED EAST LINE OF SAID LOT 31; THENCE ALONG SAID EAST LINE,
S00(degree)18'51"W, 116.50 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.91
ACRES, MORE OR LESS.

ALSO TOGETHER WITH THE TERMS AND CONDITIONS OF THAT CERTAIN DECLARATION OF
EASEMENTS DATED THE DATE HEREOF AND RECORDED IN SARASOTA COUNTY, FLORIDA, AS
DOCUMENT NUMBER__________________.

53

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
January 23, 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 October 31, 2001,
by the following persons and in the capacities indicated below.

Signatures                          Title
----------                          -----

Signature                           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