SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________

SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________

WELLS REAL ESTATE INVESTMENT TRUST, INC.
(Name of Subject Company)

SUTTER OPPORTUNITY FUND 3, LLC, SUTTER CAPITAL MANAGEMENT, LLC and
ROBERT E. DIXON

(Bidders)

COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)

(CUSIP Number of Class of Securities)
_______________________

Copy to:
Robert E. Dixon                                       Paul J. Derenthal, Esq.
Sutter Capital Management, LLC                        Derenthal & Dannhauser LLP
220 Montgomery Street, Suite 2100,                    One Post Street, Suite 575
San Francisco, California 94104                       San Francisco, CA 94104
(415) 788-1441                                        (415) 981-4844

(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)

Calculation of Filing Fee

Transaction                                 Amount of
Valuation*                                  Filing Fee

$7,000,000                                  $886.90

*      For purposes of calculating the filing fee only.  Assumes the purchase of
1,000,000 Shares at a purchase price equal to $7.00 per Share in cash.

[ ]    Check  box if any  part  of the  fee is  offset  as  provided  by  Rule
0-11(a)(2)  and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:
Form or Registration Number:
Filing Party:
Date Filed:

[ ]    Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which
the statement relates:

[X]      third party tender offer subject to Rule 14d-1.
[ ]      issuer tender offer subject to Rule 13e-4.
[ ]      going private transaction subject to Rule 13e-3
[ ]      amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]

TENDER OFFER

This  Tender  Offer  Statement  on  Schedule  TO  relates to the offer (the
"Offer") by SUTTER  OPPORTUNITY FUND 3, LLC, and ROBERT E. DIXON (together,  the
"Purchasers") to purchase up to 1,000,000 Shares of COMMON STOCK, PAR VALUE $.01
(the  "Shares")  in  WELLS  REAL  ESTATE  INVESTMENT  TRUST,  INC.,  a  Maryland
corporation (the "Company"),  the subject company,  at a purchase price equal to
$7.00 per Share, less the amount of any dividends  declared or paid with respect
to the Shares  between  November  15, 2004 (the "Offer  Date") and  December 20,
2004,  or such other date to which this Offer may be extended  (the  "Expiration
Date"),  upon the terms and subject to the  conditions set forth in the Offer to
Purchase  dated  November  15,  2004 (the "Offer to  Purchase")  and the related
Letter of  Transmittal,  copies of which are attached  hereto as Exhibits (a)(1)
and (a)(2),  respectively.  As noted above,  the Offer price would be subject to
reduction for  dividends  paid or declared  prior to the  Expiration  Date.  Any
dividends paid or declared after the Expiration  Date, by the terms of the Offer
and as set forth in the Letter of  Transmittal,  would be assigned by  tendering
Shareholders to the  Purchasers.  Sutter Capital  Management,  LLC is named as a
"bidder"  herein because it controls Sutter  Opportunity  Fund 3, LLC, but it is
otherwise participating in the offer described in this schedule.

In the  event  of a  price  reduction  resulting  from a  Company  dividend
declared  or paid  after the Offer  Date and  before  the  Expiration  Date,  as
described  above,  the  Purchasers  will file an amendment  to this  Schedule TO
reflecting  such  reduction  and  will,  to the  extent  necessary,  extend  the
Expiration  Date to assure there is a minimum ten business day period  following
the amendment before the Offer expires.

Tender of Shares  will  include the tender of any and all  securities  into
which the Shares may be converted and any securities distributed with respect to
the Shares from and after the Offer Date.

As of February 29, 2004, there were approximately  117,000  stockholders of
record of Shares and the number of Shares  outstanding  as of September 30, 2004
was  470,422,493  according to the Company's  annual report on Form 10-K for the
year ended  December 31, 2004 and quarterly  report on Form 10-Q for the quarter
ended  September  30,  2004.  The  Purchasers  and  certain of their  affiliates
currently  beneficially own an aggregate of 3,000 Shares, or less than one tenth
of one percent (0.001%) of the outstanding  Shares.  If all of the Shares sought
in  this  Offer  are  purchased,  the  Purchasers  and  their  affiliates  would
beneficially  own in the  aggregate  1,003,000  or  approximately  0.002% of the
outstanding  Shares.  Consummation  of the  Offer,  if  all  Shares  sought  are
tendered,  would  require  payment  by the  Purchasers  of up to  $7,000,000  in
aggregate  purchase price,  which the Purchasers will fund out of their existing
working capital.

The  address  of the  Company's  principal  executive  offices  is 6200 The
Corners  Parkway,  Norcross,  Georgia  30092,  and its  phone  number  is  (770)
449-7800.

The  information  in the Offer to Purchase,  including  all  schedules  and
annexes  thereto,  is  hereby  expressly  incorporated  herein by  reference  in
response to all the items of this Statement.

Item 12. Exhibits.

(a)(1)   Offer to Purchase dated November 15, 2004

(a)(2)   Letter of Transmittal

(a)(3)   Form of Letter to Shareholders dated November 15, 2004

(b)- (h) Not applicable.

SIGNATURES

After due inquiry  and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.

Dated:   November 15, 2004

SUTTER OPPORTUNITY FUND 3, LLC

By Sutter Capital Management, LLC, its Manager

By:       /s/ ROBERT E. DIXON
-----------------------------------
Robert E. Dixon, Manager

SUTTER CAPITAL MANAGEMENT, LLC

By:       /s/ ROBERT E. DIXON
-----------------------------------
Robert E. Dixon, Manager

/s/ ROBERT E. DIXON
-----------------------------------
Robert E. Dixon

2

EXHIBIT INDEX

Exhibit           Description

(a)(1)            Offer to Purchase dated November 15, 2004

(a)(2)            Letter of Transmittal

(a)(3)            Form of Letter to Shareholders dated November 15, 2004

Exhibit (a)(1)

OFFER TO PURCHASE FOR CASH UP TO ONE MILLION
SHARES OF COMMON STOCK, $.01 PAR VALUE
OF
WELLS REAL ESTATE INVESTMENT TRUST, INC.
AT
$7.00 per Share

SUTTER OPPORTUNITY FUND 3, LLC, and
ROBERT E. DIXON
(the "Purchasers")

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION  PERIOD WILL EXPIRE AT
12:00 MIDNIGHT, PACIFIC STANDARD TIME, ON DECEMBER 20, 2004, UNLESS
THE OFFER IS EXTENDED.

The  Purchasers  hereby seek to acquire  COMMON STOCK,  PAR VALUE $.01 (the
"Shares") in WELLS REAL ESTATE  INVESTMENT TRUST,  INC., a Maryland  corporation
(the  "Company").  The  Purchasers  are not  affiliated  with the  Company.  The
Purchasers hereby offer to purchase up to one million Shares at a purchase price
equal to $7.00 per Share, less the amount of any dividends declared or paid with
respect to the Shares  between  November 15, 2004 and December 20, 2004, or such
other date to which this Offer may be extended (the "Expiration Date"), in cash,
without interest, upon the terms and subject to the conditions set forth in this
Offer to  Purchase  (the  "Offer  to  Purchase")  and in the  related  Letter of
Transmittal,  as each may be  supplemented  or amended  from time to time (which
together  constitute  the  "Offer").  As noted  above,  the Offer price would be
subject to reduction  for  dividends  paid or declared  prior to the  Expiration
Date. Any dividends paid or declared  after the  Expiration  Date would,  by the
terms of the Offer and as set forth in the Letter of Transmittal, be assigned by
tendering Shareholders to the Purchasers.

Tender of Shares  will  include the tender of any and all  securities  into
which the Shares may be converted,  and any securities  distributed with respect
to the Shares,  by way of dividend or otherwise,  from and after the Offer Date.

As of February 29, 2004, there were approximately  117,000  stockholders of
record of Shares and the number of Shares  outstanding  as of September 30, 2004
was  470,422,493  according to the Company's  annual report on Form 10-K for the
year ended  December 31, 2004 and quarterly  report on Form 10-Q for the quarter
ended  September  30,  2004.  The  Purchasers  and  certain of their  affiliates
currently  beneficially own an aggregate of 3,000 Shares, or less than one tenth
of one percent (0.001%) of the outstanding  Shares.  If all of the Shares sought
in  this  Offer  are  purchased,  the  Purchasers  and  their  affiliates  would
beneficially  own in the  aggregate  1,003,000  or  approximately  0.002% of the
outstanding  Shares.  Consummation  of the  Offer,  if  all  Shares  sought  are
tendered,  would  require  payment  by the  Purchasers  of up to  $7,000,000  in
aggregate  purchase price,  which the Purchasers will fund out of their existing
working capital.

Holders of Shares ("Shareholders") are urged to consider the following factors:

o The Shares are not listed for trading on a national  securities  exchange
and are thinly traded, and prices reported on the Pink Sheets have ranged
from $7.00 to $8.00 per Share in the 30 days preceding this offer, and
from $5.00 to $10.25 in the year preceding  this offer. In addition,  the
Company reported a total of 624,000 Shares were redeemed by the Company
during the quarter ended September 30, 2004, at $10 per Share pursuant to
its fixed price redemption plan. Because the Shares are not widely
traded, the prices at which Shares have been bought and sold may not
reflect the underlying value of the Shares.

o No independent party will hold securities tendered until the offer closes
and payment is made. Because there is no independent intermediary to hold
the Purchasers' funds and tendered securities, the Purchasers may have
access to the securities  before all  conditions to the Offer have been
satisfied and selling Shareholders have been paid.

1

THE OFFER TO PURCHASE IS NOT CONDITIONED  UPON ANY MINIMUM NUMBER OF SHARES
BEING  TENDERED.  IF MORE THAN  1,000,000  SHARES ARE VALIDLY  TENDERED  AND NOT
WITHDRAWN,  THE  PURCHASERS  WILL  ACCEPT FOR  PURCHASE  1,000,000  SHARES  FROM
TENDERING  SHAREHOLDERS ON A PRO RATA BASIS, SUBJECT TO THE TERMS AND CONDITIONS
HEREIN. A SHAREHOLDER MAY TENDER ANY OR ALL SHARES OWNED BY SUCH SHAREHOLDER.

The Purchasers  expressly  reserve the right, in their sole discretion,  at
any time and from time to time,  (i) to extend the period of time  during  which
the Offer is open and thereby delay  acceptance  for payment of, and the payment
for, any Shares, (ii) upon the occurrence of any of the conditions  specified in
Section 13 of this Offer to Purchase,  to terminate the Offer and not accept for
payment any Shares not theretofore accepted for payment or paid for, or to delay
the  acceptance  for  payment  of, or payment  for,  any Shares not  theretofore
accepted  for payment or paid for,  and (iii) to amend the Offer in any respect.
Notice  of any  such  extension,  termination  or  amendment  will  promptly  be
disseminated  to  Shareholders  in  a  manner  reasonably   designed  to  inform
Shareholders  of  such  change  in  compliance  with  Rule  14d-4(c)  under  the
Securities  Exchange  Act of  1934  (the  "Exchange  Act").  In the  case  of an
extension of the Offer,  such  extension  will be followed by a press release or
public  announcement  which  will be issued no later  than  9:00  a.m.,  Eastern
Standard Time, on the next business day after the scheduled  Expiration Date, in
accordance with Rule 14e-1(d) under the Exchange Act.

November 15, 2004

2

IMPORTANT

Any Shareholder  desiring to tender any or all of such Shareholder's Shares
should ask their broker to submit their Shares to  Depository  Trust Company for
tender  to the  Purchasers  pursuant  to this  offer,  or  request  a Letter  of
Transmittal  from the  Purchasers,  and mail,  deliver or telecopy the Letter of
Transmittal and any other required documents to the Purchasers at the address or
facsimile number set forth below.

c/o Sutter Capital Management, LLC
220 Montgomery Street, Suite 2100,
San Francisco, California 94104
(415) 788-1441
Facsimile: (415) 788-1515

Questions or requests for assistance or copies of this Offer to Purchase or
the Letter of Transmittal  may be directed to the Purchasers at (415)  788-1441.
___________________________

NO  PERSON  HAS  BEEN  AUTHORIZED  TO  MAKE  ANY   RECOMMENDATION   OR  ANY
REPRESENTATION  ON BEHALF OF THE PURCHASERS OR TO PROVIDE ANY INFORMATION  OTHER
THAN  AS   CONTAINED   HEREIN  OR  IN  THE  LETTER  OF   TRANSMITTAL.   NO  SUCH
RECOMMENDATION,  INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN
AUTHORIZED.

___________________________

The Company is subject to the information and reporting requirements of the
Exchange Act and in  accordance  therewith is required to file reports and other
information with the Commission  relating to its business,  financial  condition
and other  matters.  Such  reports and other  information  are  available on the
Commission's  electronic  data gathering and retrieval  (EDGAR)  system,  at its
internet  web site at  www.sec.gov,  may be  inspected  at the public  reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C.  20549.  Copies of such  material  can also be
obtained from the Public Reference Room of the Commission in Washington, D.C. at
prescribed rates.

The Purchasers  have filed with the Commission a Tender Offer  Statement on
Schedule TO (including exhibits) pursuant to Rule 14d-3 of the General Rules and
Regulations under the Exchange Act,  furnishing certain  additional  information
with respect to the Offer. Such statement and any amendments thereto,  including
exhibits,  may be inspected  and copies may be obtained  from the offices of the
Commission in the manner specified above.

3

TABLE OF CONTENTS

Page

SUMMARY TERM SHEET.............................................................5

INTRODUCTION...................................................................7

TENDER OFFER...................................................................9

Section 1.        Terms of the Offer...........................................9
Section 2.        Proration; Acceptance for Payment and Payment for Shares....10
Section 3.        Procedures for Tendering Shares.............................11
Section 4.        Withdrawal Rights...........................................12
Section 5.        Extension of Tender Period; Termination; Amendment..........13
Section 6.        Federal Income Tax Consequences.............................14
Section 7.        Effects of the Offer........................................16
Section 8.        Future Plans................................................17
Section 9.        The Business of the Company.................................17
Section 10.       Conflicts of Interest.......................................18
Section 11.       Certain Information Concerning the Purchasers...............18
Section 12.       Source of Funds.............................................19
Section 13.       Conditions of the Offer.....................................19
Section 14.       Certain Legal Matters.......................................21
Section 15.       Fees and Expenses...........................................22
Section 16.       Miscellaneous...............................................22

Schedule I - The Purchasers and  Their Principals

4

SUMMARY TERM SHEET

The  Purchasers are offering to purchase up to one million Shares for $7.00
per Share in cash.  The  following  are some of the  questions  that  you,  as a
Shareholder  of the  Company,  may have and  answers  to  those  questions.  The
information  in this summary is not  complete and we urge you to carefully  read
the  remainder  of this  Offer  to  Purchase  and  the  accompanying  Letter  of
Transmittal.

WHO IS OFFERING TO BUY MY SECURITIES?

The  offer to  purchase  up to  1,000,000  Shares  is being  made by Sutter
Opportunity Fund 3, LLC and Robert E. Dixon. The Purchasers are unrelated to the
Company or its management.

WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?

We are seeking to purchase up to 1,000,000  Shares of the Company's  COMMON
STOCK,  PAR VALUE $.01,  which are the Shares issued to public  investors in the
Company. The Purchasers and certain of their affiliates  currently  beneficially
own an aggregate of 3,000 Shares, or less than 0.001% of the outstanding Shares.
If all of the Shares  sought in this Offer are  purchased,  the  Purchasers  and
their affiliates would beneficially own in the 0.002% of the outstanding Shares.

HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?

We are offering to pay $7.00 per Share, net to you in cash, less the amount
of any dividends declared or paid with respect to the Shares between the date of
this Offer and the date the Offer  expires.  The Offer price would be reduced by
the amount of  dividends  paid or declared  prior to the  Expiration  Date.  Any
dividends paid or declared after the Expiration  Date would, by the terms of the
Offer and as set forth in the Letter of  Transmittal,  be assigned by  tendering
Shareholders  to the  Purchasers.  If you tender your Shares to us in the Offer,
you will not have to pay brokerage fees or similar  expenses in connection  with
the sale (other than any fees you must pay in connection  with your custodial or
other beneficiary accounts).

DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?

If the total amount of Shares sought is purchased,  the Purchasers' capital
commitment will be  approximately  $7,000,000.  The Purchasers and their members
and shareholders  have adequate  working capital  resources at their disposal to
fund in full all payments due to selling Shareholders.

IS THE FINANCIAL CONDITION OF THE BIDDERS RELEVANT TO MY DECISION ON WHETHER TO
TENDER IN THE OFFER?

Because this is a cash offer that is not  conditioned  on  financing  being
available, and the Purchasers have more than adequate financial resources, other
information  concerning the Purchasers'  financial  condition would seem to have
little relevance to your decision.

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?

You will have at least until 12:00  midnight,  pacific  standard  time,  on
December 20, 2004, to decide whether to tender your Shares in the Offer.

CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES?

The Offer can be extended in our discretion.

HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

If we  extend  the  offer,  we  will  make  a  public  announcement  of the
extension, not later than 9:00 a.m., eastern standard time, on the day after the
day on which the Offer was scheduled to expire.

5

WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?

There are no conditions to the offer based on minimum Shares tendered,  the
availability  of financing or otherwise  determined by the success of the offer.
However,  we may not be obligated  to purchase  any Shares in the event  certain
conditions occur,  such as legal or government  actions which would prohibit the
purchase.  Furthermore,  we are not  obligated  to purchase any Shares which are
validly  tendered if, among other things,  there is a material adverse change in
the Company or its business prior to the Expiration Date.

HOW DO I TENDER MY SHARES?

To tender your Shares, you can either ask your broker to deliver the shares
to Depository Trust Company for tender to the Purchasers pursuant to this offer,
or you can deliver a  completed  Letter of  Transmittal  to the  Purchasers  at:
Sutter  Capital  Management,   LLC,  220  Montgomery  Street,  Suite  2100,  San
Francisco, California 94104; (415) 788-1441; Facsimile: (415) 788-1515.

UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES?

You can withdraw previously tendered Shares at any time until the Offer has
expired  and, if we have not agreed to accept your Shares for payment by January
14, 2005,  you can withdraw  them at any time after such time until we do accept
your Shares for payment.

HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?

To withdraw Shares,  you must deliver a written notice of withdrawal,  or a
facsimile of one,  with the required  information  to the  Purchasers  while you
still have the right to withdraw the Shares.

WHAT DOES THE COMPANY THINK OF THE OFFER?

The Purchasers  have not sought the approval or disapproval of the Company.
The Company may be  expected  to respond  with its  position on the offer in the
next two weeks.

WILL THE COMPANY CONTINUE AS A PUBLIC COMPANY?

Given  the  scope of the  Offer,  the size of the  Company  and  number  of
Shareholders reported by the Company, the Offer could not have any effect on the
Company's status as a public reporting company.

IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?

The  Purchasers  do  not  anticipate  that  Shares  held  by  non-tendering
Shareholders  will be affected in any way by the  consummation  of the offer. As
the maximum Offer involves  approximately  0.002% of the outstanding Shares, the
Purchasers have no reason to believe that the Company's shares will not continue
to trade as before.

WHAT ARE THE PURCHASERS' FUTURE INTENTIONS CONCERNING THE COMPANY?

The Purchasers are acquiring the Shares for investment purposes and have no
present  intention to seek control of the Company or to change the management or
operations of the Company.  The  Purchasers  are using a tender offer to acquire
Shares  because the lack of a regular  trading  market for the Shares means that
open market  purchases  are an uncertain  and  inefficient  means for  acquiring
Shares in any significant quantity.

WHOM CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?

You can call Sutter Capital Management, LLC, at 415-788-1441.

6

TO THE SHAREHOLDERS OF WELLS REAL ESTATE INVESTMENT TRUST, INC.

INTRODUCTION

The  Purchasers  hereby  offer to  purchase  up to  1,000,000  Shares  (the
"Maximum  Offer") at a purchase price of $7.00 per Share ("Offer  Price"),  less
the amount of any dividends  declared or paid with respect to the Shares between
November 15, 2004, and the Expiration Date, in cash, without interest,  upon the
terms and subject to the conditions set forth in the Offer.

For further information concerning the Purchasers, see Section 11 below and
Schedule I.

Shareholders are urged to consider the following factors:

o The Shares are not listed for trading on a national  securities  exchange
and are thinly traded, and prices reported on the Pink Sheets have ranged
from $7.00 to $8.00 per Share in the 30 days preceding this offer, and
from $5.00 to $10.25 in the year preceding  this offer.  In addition, the
Company  reported a total of 624,000  Shares were redeemed by the Company
during the quarter ended September 30,  2004, at $10 per Share  pursuant
to its fixed price  redemption plan.  Because the Shares are not widely
traded, the prices at which Shares have been bought and sold may not
reflect the underlying value of the Shares.

o No independent party will hold securities tendered until the offer closes
and payment is made. Because there is no independent intermediary to hold
the Purchasers' funds and tendered securities, the Purchasers may have
access to the securities  before all  conditions to the Offer have been
satisfied and selling Shareholders have been paid.

The Offer will provide  Shareholders with an opportunity to liquidate their
investment  without the usual  transaction  costs  associated with market sales.
Shareholders  may have a more  immediate  need to use the cash now tied up in an
investment in the Shares and wish to sell them to the Purchasers.

Establishment of the Offer Price

The Purchasers have set the Offer Price at $7.00 per Share, less the amount
of any dividends  declared or paid with respect to the Shares  between  November
15, 2004 and the Expiration Date. In determining the Offer Price, the Purchasers
analyzed a number of quantitative and qualitative  factors,  including:  (i) the
limited  secondary  market for resales of the Shares and the  resulting  lack of
liquidity of an investment in the Company;  and (ii) the costs to the Purchasers
associated with acquiring the Shares.

The Offer Price represents the price at which the Purchasers are willing to
purchase Shares.  No independent  person has been retained to evaluate or render
any  opinion   with   respect  to  the  fairness  of  the  Offer  Price  and  no
representation  is made by the  Purchasers or any affiliate of the Purchasers as
to such  fairness.  Other measures of the value of the Shares may be relevant to
Shareholders.   Shareholders  are  urged  to  consider   carefully  all  of  the
information contained herein and consult with their own advisors, tax, financial
or otherwise,  in evaluating the terms of the Offer before  deciding  whether to
tender Shares.

The Offer is not made with any  current  view  toward or plan or purpose of
acquiring  Shares in a series of successive and periodic  offers.  Nevertheless,
the  Purchasers  reserve the right to gauge the  response to this  solicitation,
and, if not  successful  in achieving  the Maximum  Offer,  may consider  future
offers.   Factors  affecting  the  Purchasers'   future  interest  in  acquiring
additional  Shares include,  but are not limited to, the relative success of the
current  Offer,  any  increase or decrease  in the  availability  of capital for
investment by the Purchasers and its investment fund affiliates,  changes in the
public  market in the Shares or actions  by  unrelated  parties to tender for or
purchase  Shares,  the  status  of and  changes  and  trends  in  the  Company's
operations,  any significant capital  transactions by the Company, and local and
national economic and financial market developments and trends.

7

General Background Information

Certain  information  contained in this Offer to Purchase which relates to,
or represents,  statements made by the Company has been derived from information
provided  in reports  filed by the  Company  with the  Securities  and  Exchange
Commission.

Tendering  Shareholders  will  not  be  obligated  to  pay  transfer  fees,
brokerage  fees or  commissions  on the  sale of the  Shares  to the  Purchasers
pursuant to the Offer. The Purchasers will pay all charges and expenses incurred
in  connection  with the Offer.  The  Purchasers  desire to purchase  all Shares
tendered by each Shareholder.

If, prior to the Expiration Date, the Purchasers increase the consideration
offered to Shareholders pursuant to the Offer, such increased consideration will
be paid with  respect to all Shares  that are  purchased  pursuant to the Offer,
whether  or  not  such  Shares  were   tendered   prior  to  such   increase  in
consideration.

Shareholders  are urged to read this Offer to Purchase and the accompanying
Letter of Transmittal carefully before deciding whether to tender their Shares.

TENDER OFFER

Section 1. Terms of the Offer. Upon the terms and subject to the conditions
of the Offer,  the Purchasers will accept for payment and pay for Shares validly
tendered on or prior to the Expiration Date and not withdrawn in accordance with
Section 4 of this Offer to Purchase. The term "Expiration Date" shall mean 12:00
midnight,  Pacific  Standard  Time,  on December 20, 2004,  unless and until the
Purchasers  shall have  extended the period of time for which the Offer is open,
in which event the term "Expiration Date" shall mean the latest time and date on
which the Offer, as so extended by the Purchasers, shall expire.

The Offer is conditioned on satisfaction of certain conditions. See Section
13, which sets forth in full the conditions of the Offer. The Purchasers reserve
the right (but shall not be  obligated),  in their sole  discretion  and for any
reason, to waive any or all of such conditions.  If, by the Expiration Date, any
or all of such  conditions  have not been  satisfied or waived,  the  Purchasers
reserve the right (but shall not be obligated) to (i) decline to purchase any of
the Shares  tendered,  terminate  the Offer and return  all  tendered  Shares to
tendering  Shareholders,  (ii) waive all the unsatisfied conditions and, subject
to complying with applicable  rules and regulations of the Commission,  purchase
all Shares validly tendered, (iii) extend the Offer and, subject to the right of
Shareholders  to withdraw  Shares until the Expiration  Date,  retain the Shares
that have been  tendered  during the  period or  periods  for which the Offer is
extended or (iv) to amend the Offer.  Notwithstanding  the  foregoing,  upon the
expiration of the Offer, if all conditions are either  satisfied or waived,  the
Purchasers will promptly pay for all validly tendered Shares, and the Purchasers
do not intend to imply that the foregoing  rights of the Purchasers would permit
the  Purchasers  to  delay  payment  for  validly   tendered  Shares   following
expiration.

The  Purchasers  do not  anticipate  and have no reason to believe that any
condition or event will occur that would prevent the Purchasers  from purchasing
tendered Shares as offered herein.

Section 2. Proration,  Acceptance for Payment and Payment for Shares.  Upon
the terms and subject to the conditions of the Offer (including, if the Offer is
extended or amended,  the terms and  conditions of any extension or  amendment),
the  Purchasers  will  accept  for  payment,  and will pay for,  Shares  validly
tendered and not withdrawn in accordance with Section 4, promptly  following the
Expiration  Date.  In all cases,  payment for Shares  purchased  pursuant to the
Offer  will be made only  after  timely  tender of the  Shares or of a  properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and any
other documents required by the Letter of Transmittal.

The Purchasers  desire to purchase up to 1,000,000 Shares. If the number of
Shares validly tendered and not properly withdrawn on or prior to the Expiration
Date is less than or equal to 1,000,000, we will purchase all Shares so tendered
and not  withdrawn,  upon the terms and subject to the  conditions of the Offer.
However,  if more than 1,000,000  Shares are so tendered and not  withdrawn,  we
will accept for  payment  and pay for  1,000,000  Shares so  tendered,  pro rata
according to the number of Shares so tendered,  adjusted by rounding down to the
nearest whole number of Shares  tendered by each  Shareholder to avoid purchases
of fractional Shares, as appropriate.

For purposes of the Offer,  the Purchasers shall be deemed to have accepted
for  payment  (and  thereby  purchased)  tendered  Shares  when,  as  and if the

8

Purchasers  give oral or written notice to the  Shareholder  of the  Purchasers'
acceptance for payment of such Shares pursuant to the Offer.  Upon the terms and
subject to the conditions of the Offer, payment for Shares purchased pursuant to
the Offer  will in all cases be made by  deposit  of the  Offer  Price  with the
Shareholder or the custodian of the Shares.

Under no  circumstances  will interest be paid on the Offer Price by reason
of any delay in making such payment.

If any  tendered  Shares are not  purchased  for any reason  (other than by
reason of proration as discussed above),  the Letter of Transmittal with respect
to such Shares not purchased  will be of no force or effect.  If, for any reason
whatsoever,  acceptance  for payment  of, or payment  for,  any Shares  tendered
pursuant  to the Offer is  delayed  or the  Purchasers  are unable to accept for
payment,  purchase  or pay for Shares  tendered  pursuant  to the  Offer,  then,
without  prejudice to the  Purchasers'  rights under  Section 13 (but subject to
compliance  with Rule 14e-1(c)  under the Exchange  Act),  the  Purchasers  may,
nevertheless,  retain tendered Shares,  subject to any limitations of applicable
law,  and  such  Shares  may not be  withdrawn  except  to the  extent  that the
tendering Shareholders are entitled to withdrawal rights as described in Section
4.

If,  prior to the  Expiration  Date,  the  Purchasers  shall  increase  the
consideration  offered to  Shareholders  pursuant to the Offer,  such  increased
consideration  shall be paid for all Shares accepted for payment pursuant to the
Offer, whether or not such Shares were tendered prior to such increase.

Section 3. Procedures for Tendering Shares.

Valid Tender.  For Shares to be validly tendered pursuant to the Offer, you
may instruct your broker to submit your shares to Depository  Trust Company,  or
submit a properly  completed and duly executed  Letter of  Transmittal  with any
other  documents  required  by the Letter of  Transmittal,  in either  case with
Shares  received  by  Depository  Trust  Company  or the  Letter of  Transmittal
received  by the  Purchasers  at the address set forth on the back cover of this
Offer to Purchase on or prior to the Expiration  Date. A Shareholder  may tender
any or all Shares owned by such Shareholder.

In order for a tendering  Shareholder to  participate in the Offer,  Shares
must be validly  tendered and not withdrawn prior to the Expiration  Date, which
is 12:00 midnight,  Pacific Standard Time, on December 20, 2004, or such date to
which the Offer may be extended.

The method of delivery of the Letter of Transmittal  and all other required
documents is at the option and risk of the  tendering  Shareholder  and delivery
will be deemed made only when actually received by the Purchasers.

Other  Requirements.  By  tendering  Sharest as set forth  above,  and upon
acceptance  for  payment,  a  tendering  Shareholder  irrevocably  appoints  the
designees of the  Purchasers as such  Shareholder's  proxies,  in the manner set
forth in the Letter of Transmittal, each with full power of substitution, to the
full extent of such Shareholder's  rights with respect to the Shares tendered by
such  Shareholder and accepted for payment by the Purchasers.  Such  appointment
will be effective when, and only to the extent that, the Purchasers  accept such
Shares for payment. Upon such acceptance for payment, all prior proxies given by
such  Shareholder with respect to such Shares will,  without further action,  be
revoked,  and no  subsequent  proxies  may be given  (and if  given  will not be
effective).  The designees of the Purchasers  will, with respect to such Shares,
be empowered to exercise all voting and other rights of such Shareholder as they
in their sole  discretion  may deem  proper at any meeting of  Shareholders,  by
written consent or otherwise.  In addition, by tendering Shares, upon acceptance
for  payment,   a  Shareholder  also  assigns  to  the  Purchasers  all  of  the
Shareholder's  rights to receive  distributions from the Company with respect to
Shares which are accepted for payment and purchased pursuant to the Offer, other
than those dividends  declared or paid during the period commencing on the Offer
Date and terminating on the Expiration Date.

Determination  of  Validity;  Rejection  of Shares;  Waiver of Defects;  No
Obligation to Give Notice of Defects.  All  questions as to the validity,  form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Shares  pursuant to the procedures  described above will be determined by the
Purchasers,  in their sole discretion,  which  determination  shall be final and
binding.  The Purchasers reserve the absolute right to reject any or all tenders
if not in proper form or if the  acceptance  of, or payment  for,  the  absolute
right to reject any or all  tenders if not in proper  form or if the  acceptance
of, or payment for, the Shares  tendered may, in the opinion of the  Purchasers'
counsel, be unlawful.  The Purchasers also reserve the right to waive any defect
or  irregularity  in any tender  with  respect to any  particular  Shares of any
particular  Shareholder,  and the  Purchasers'  interpretation  of the terms and
conditions  of  the  Offer   (including  the  Letter  of  Transmittal   and  the
Instructions thereto) will be final and binding.  Neither the Purchasers nor any

9

other  person  will be under any duty to give  notification  of any  defects  or
irregularities  in the  tender of any  Shares or will  incur any  liability  for
failure to give any such notification.

A tender of Shares  pursuant to any of the procedures  described above will
constitute  a  binding  agreement  between  the  tendering  Shareholder  and the
Purchasers upon the terms and subject to the conditions of the Offer,  including
the  tendering   Shareholder's   representation   and  warranty  that  (i)  such
Shareholder  owns the Shares  being  tendered  within the  meaning of Rule 14e-4
under the  Exchange  Act and (ii) the  tender of such Share  complies  with Rule
14e-4.  Rule 14e-4  requires,  in  general,  that a  tendering  security  holder
actually be able to deliver the security  subject to the tender offer, and is of
concern  particularly  to any  Shareholders  who have granted options to sell or
purchase the Shares,  hold option  rights to acquire such  securities,  maintain
"short"  positions in the Shares (i.e., have borrowed the Shares) or have loaned
the Shares to a short  seller.  Because  of the  limited  public  market for the
Shares,  the Purchasers  believe it is unlikely that any option trading or short
selling activity exists with respect to the Shares.  In any event, a Shareholder
will be deemed to tender Shares in  compliance  with Rule 14e-4 and the Offer if
the holder is the record  owner of the  Shares and the holder (i)  delivers  the
Shares pursuant to the terms of the Offer, (ii) causes such delivery to be made,
(iii) guarantees such delivery,  (iv) causes a guaranty of such delivery, or (v)
uses any other method permitted in the Offer (such as facsimile  delivery of the
Transmittal Letter).

Section 4. Withdrawal Rights.  Except as otherwise provided in this Section
4, all tenders of Shares  pursuant to the Offer are  irrevocable,  provided that
Shares tendered  pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment as provided in this
Offer to Purchase,  may also be  withdrawn  at any time on or after  January 14,
2005.

For withdrawal to be effective,  a written or facsimile transmission notice
of withdrawal  must be timely  received by the  Purchasers at the address or the
facsimile  number  set forth in the  attached  Letter of  Transmittal.  Any such
notice of withdrawal must specify the name of the person who tendered the Shares
to be withdrawn and, if tendered by letter of Transmittal, must be signed by the
person(s) who signed the Letter of  Transmittal in the same manner as the Letter
of Transmittal was signed.

If purchase of, or payment for,  Shares is delayed for any reason or if the
Purchasers  are  unable to  purchase  or pay for Shares  for any  reason,  then,
without prejudice to the Purchasers' rights under the Offer, tendered Shares may
be retained by the Purchasers and may not be withdrawn except to the extent that
tendering  Shareholders  are entitled to withdrawal  rights as set forth in this
Section 4, subject to Rule 14e-1(c)  under the Exchange Act, which provides that
no person who makes a tender offer shall fail to pay the  consideration  offered
or return the securities  deposited by or on behalf of security holders promptly
after the termination or withdrawal of the tender offer.

All  questions as to the form and validity  (including  time of receipt) of
notices  of  withdrawal  will be  determined  by the  Purchasers,  in their sole
discretion,  which  determination  shall  be  final  and  binding.  Neither  the
Purchasers nor any other person will be under any duty to give  notification  of
any  defects or  irregularities  in any notice of  withdrawal  or will incur any
liability for failure to give any such notification.

Any Shares properly withdrawn will be deemed not to be validly tendered for
purposes  of the  Offer.  Withdrawn  Shares  may  be  re-tendered,  however,  by
following  the  procedures  described  in  Section  3 at any  time  prior to the
Expiration Date.

Section  5.  Extension  of  Tender  Period;  Termination;   Amendment.  The
Purchasers  expressly  reserve the right, in their sole discretion,  at any time
and from time to time,  (i) to extend the period of time during  which the Offer
is open and thereby  delay  acceptance  for payment of, and the payment for, any
Shares by giving oral or written notice of such  extension to the  Shareholders,
(ii) upon the occurrence or failure to occur of any of the conditions  specified
in Section  13, to delay the  acceptance  for payment  of, or payment  for,  any
Shares not  heretofore  accepted  for payment or paid for, or to  terminate  the
Offer and not accept for payment any Shares not theretofore accepted for payment
or paid for,  by  giving  oral or  written  notice  of such  termination  to the
Shareholders,  and (iii) to amend the Offer in any respect  (including,  without
limitation,  by increasing or decreasing the consideration offered or the number
of  Shares  being  sought  in  the  Offer  or  both  or  changing  the  type  of
consideration)  by  giving  oral or  written  notice  of such  amendment  to the
Shareholders.  Any  extension,  termination  or  amendment  will be  followed as
promptly as practicable by public announcement,  the announcement in the case of
an extension to be issued no later than 9:00 a.m., Eastern Standard Time, on the
next business day after the previously  scheduled Expiration Date, in accordance
with the public  announcement  requirement  of Rule 14d-4(c)  under the Exchange
Act.  Without limiting the manner in which the Purchasers may choose to make any
public  announcement,  except as  provided by  applicable  law  (including  Rule
14d-4(c)  under the Exchange  Act),  the  Purchasers  will have no obligation to

10

publish, advertise or otherwise communicate any such public announcement,  other
than by issuing a release to the Dow Jones News Service or PR  Newswire,  and by
filing the amendment with the Securities Exchange Commission.

If the Purchasers extend the Offer, or if the Purchasers (whether before or
after their  acceptance for payment of Shares) are delayed in payment for Shares
or are  unable to pay for Shares  pursuant  to the Offer for any  reason,  then,
without prejudice to the Purchasers'  rights under the Offer, the Purchasers may
retain  tendered  Shares,  and such  Shares may not be  withdrawn  except to the
extent tendering  Shareholders are entitled to withdrawal rights as described in
Section 4.  However,  the ability of the  Purchasers to delay payment for Shares
that the Purchasers have accepted for payment is limited by Rule 14e-1 under the
Exchange Act, which requires that the Purchasers pay the  consideration  offered
or return the  securities  deposited  by or on behalf of  holders of  securities
promptly after the termination or withdrawal of the Offer.

If the Purchasers  make a material  change in the terms of the Offer or the
information concerning the Offer or waive a material condition of the Offer, the
Purchasers  will  extend the Offer to the  extent  required  by Rules  14d-4(c),
14d-6(d) and 14e-1 under the Exchange  Act. The minimum  period  during which an
offer must remain open following a material  change in the terms of the offer or
information  concerning  the offer,  other than a change in price or a change in
percentage of securities  sought,  will depend upon the facts and circumstances,
including the relative  materiality  of the change in the terms or  information.
With respect to a change in price,  including a reduction for dividends declared
or paid prior to the  Expiration  Date,  or a change in percentage of securities
sought  (other than an increase of not more than 2% of the  securities  sought),
however,  a minimum ten business  day period is generally  required to allow for
adequate dissemination to security holders and for investor response. As used in
this Offer to  Purchase,  "business  day"  means any day other than a  Saturday,
Sunday or a federal  holiday,  and  consists  of the time period from 12:01 a.m.
through 12:00 midnight, Pacific Standard Time.

Section 6. Certain Federal Income Tax Consequences.  THE FEDERAL INCOME TAX
DISCUSSION SET FORTH BELOW IS INCLUDED HEREIN FOR GENERAL  INFORMATION  ONLY AND
DOES NOT PURPORT TO ADDRESS  ALL  ASPECTS OF TAXATION  THAT MAY BE RELEVANT TO A
PARTICULAR SHAREHOLDER. For example, this discussion does not address the effect
of any  applicable  foreign,  state,  local or other tax laws other than federal
income  tax laws.  Certain  Shareholders  (including  trusts,  foreign  persons,
tax-exempt  organizations or corporations subject to special rules, such as life
insurance  companies  or S  corporations)  may be subject  to special  rules not
discussed below.  This discussion is based on the Internal Revenue Code of 1986,
as amended (the  "Code"),  existing  regulations,  court  decisions and Internal
Revenue  Service  ("IRS")  rulings and other  pronouncements.  EACH  SHAREHOLDER
TENDERING  SHARES SHOULD  CONSULT SUCH  SHAREHOLDER'S  OWN TAX ADVISOR AS TO THE
PARTICULAR  TAX  CONSEQUENCES  TO  SUCH  SHAREHOLDER  OF  ACCEPTING  THE  OFFER,
INCLUDING THE APPLICATION OF THE ALTERNATIVE  MINIMUM TAX AND FEDERAL,  FOREIGN,
STATE, LOCAL AND OTHER TAX LAWS.

A taxable  Shareholder  will  recognize  a gain or loss on the sale of such
Shareholder's Shares in an amount equal to the difference between (i) the amount
realized by such Shareholder on the sale and (ii) such  Shareholder's  tax basis
in the Shares sold.  If the  Shareholder  reports a loss on the sale,  such loss
generally  could not be currently  deducted by such  Shareholder  except against
such Shareholder's capital gains from other investments.

The tax basis in the Shares of a  Shareholder  will depend upon  individual
circumstances.  Each  Shareholder who plans to tender  hereunder  should consult
with the  Shareholder's own tax advisor as to the Shareholder's tax basis in the
Shareholder's Shares and the resulting tax consequences of a sale.

A  tax-exempt  Shareholder  (other than an  organization  described in Code
Section  501(c)(7)  (social  club),   501(c)(9)   (voluntary   employee  benefit
association),   501(c)(17)   (supplementary   unemployment  benefit  trust),  or
501(c)(20)  (qualified  group legal  services  plan))  should not be required to
recognize  unrelated  trade or  business  income  upon  the  sale of its  Shares
pursuant to the Offer,  assuming that such  Shareholder does not hold its Shares
as a "dealer" and has not acquired such Shares with debt financed proceeds.

Section 7. Effects of the Offer.

Effect on Trading Market.  Due to the number of outstanding  Shares and the
number of shareholders of the Company,  the Purchasers have no reason to believe
that the Offer is likely to have any material impact on trading in the secondary
market for the Company's shares.

Voting  Power of  Purchasers.  The Offer will not result in a change in the
voting control of the Company.

11

Section 8.  Future  Plans.  Following  the  completion  of the  Offer,  the
Purchasers,  or  their  affiliates,  may  acquire  additional  Shares.  Any such
acquisitions  may be made through private  purchases,  one or more future tender
offers  or by  any  other  means  deemed  advisable  or  appropriate.  Any  such
acquisitions may be at a consideration higher or lower than the consideration to
be paid for the Shares  purchased  pursuant  to the Offer.  The  Purchasers  are
seeking to purchase a total of up to 1,000,000 Shares. If the Purchasers acquire
fewer than 1,000,000  Shares  pursuant to the Offer,  the Purchasers may seek to
make  further  purchases  on the open market at  prevailing  prices,  or solicit
Shares  pursuant to one or more future tender offers at the same price, a higher
price  or,  if  the   Company's   circumstances   change,   at  a  lower  price.
Alternatively,  the Purchasers may discontinue  any further  purchases of Shares
after  termination of the Offer,  regardless of the number of Shares  purchased.
The  Offer is not made  with any  current  view  toward  or plan or  purpose  of
acquiring Shares in a series of successive and periodic offers. Nevertheless, as
noted  above,  the  Purchasers  reserve the right to gauge the  response to this
solicitation,  and,  if not  successful  in  achieving  the Maximum  Offer,  may
consider future offers.  Factors  affecting the  Purchasers'  future interest in
acquiring  additional  Shares  include,  but are not  limited  to, the  relative
success of the current Offer,  any increase or decrease in the  availability  of
capital for investment by the Purchasers and their  investment fund  affiliates,
the current  diversification and performance of each affiliated fund=s portfolio
of assets,  including the mix and performance of their real estate interests and
securities,  the  development  of any public  market in the Shares or actions by
unrelated  parties to tender for or purchase  Shares,  the status of and changes
and  trends  in  the  Company's  operations,  announcement  of  pending  capital
transactions and local and national  economic and financial market  developments
and trends.

The Purchasers have no present  intention to seek control of the Company or
to change the  management or operations of the Company,  to cause the Company to
engage in any extraordinary transaction, to cause any purchase, sale or transfer
of a  material  amount of the assets of the  Company,  to make any change in the
dividend policies,  indebtedness or capitalization of the Company,  or to change
the structure of the Company,  the listing status of the Shares or the reporting
requirements of the Company.

Section  9.  The  Business  of the  Company.  Information  included  herein
concerning  the Company is derived from the  Company's  publicly-filed  reports.
Information  concerning  the Company,  its assets,  operations and management is
contained in its Annual Reports on Form 10-K and Quarterly  Reports on Form 10-Q
and other filings with the Securities and Exchange Commission.  Such reports and
filings are available on the Commission's EDGAR system, at its internet web site
at www.sec.gov,  and are available for inspection at the Commission's  principal
office in Washington, D.C. and at its regional offices in New York, New York and
Chicago,  Illinois. The Purchasers have relied on such information to the extent
information is presented herein concerning the Company,  and expressly  disclaim
any responsibility for the information included in such reports and extracted in
this Offer.

Section 10. Conflicts of Interest.  The Purchasers are aware of no material
conflicts of interest affecting the Offer.

Section 11. Certain Information  Concerning the Purchasers.  The Purchasers
are Sutter  Opportunity  Fund 3, LLC and Robert Dixon.  The  principal  business
address of each of the  Purchasers is 220  Montgomery  Street,  Suite 2100,  San
Francisco,  California  94104  and  their  business  telephone  number  is (415)
788-1441.  For  certain  information  concerning  the  directors  and  executive
officers of the Purchasers see Schedule I to this Offer to Purchase.

Except as otherwise set forth herein,  (i) neither the  Purchasers  nor, to
the best knowledge of the  Purchasers,  the persons listed on Schedule I nor any
affiliate  of the  Purchasers  beneficially  owns or has a right to acquire  any
Shares,  (ii)  neither  the  Purchasers  nor,  to  the  best  knowledge  of  the
Purchasers,  the  persons  listed  on  Schedule  I  nor  any  affiliate  of  the
Purchasers,  or any  director,  executive  officer or  subsidiary  of any of the
foregoing  has effected any  transaction  in the Shares within the past 60 days,
(iii) neither the Purchasers nor, to the best knowledge of the  Purchasers,  the
persons  listed on  Schedule  I nor any  affiliate  of the  Purchasers  have any
contract, arrangement,  understanding or relationship with any other person with
respect  to any  securities  of the  Company,  including  but  not  limited  to,
contracts, arrangements, understandings or relationships concerning the transfer
or voting thereof, joint ventures,  loan or option arrangements,  puts or calls,
guarantees of loans,  guarantees  against loss or the giving or  withholding  of
proxies,  consents or  authorizations,  (iv) there have been no  transactions or
business  relationships  which would be required to be disclosed under the rules
and  regulations  of the  Commission  between  the  Purchasers  or,  to the best
knowledge of the Purchasers,  the persons listed on Schedule I, or any affiliate
of the  Purchasers on the one hand,  and the Company or its  affiliates,  on the
other  hand,  (v) there have been no  contracts,  negotiations  or  transactions
between the Purchasers, or to the best knowledge of the Purchasers any affiliate
of the  Purchasers  on the one hand,  the persons  listed on Schedule I, and the
Company or its affiliates, on the other hand, concerning a merger, consolidation
or acquisition,  tender offer or other acquisition of securities, an election of
directors or a sale or other  transfer of a material  amount of assets,  (vi) no
person listed on Schedule I has been convicted in a criminal  proceeding  during

12

the past five years (excluding traffic violations or similar misdemeanors),  and
(vii) no  person  listed  on  Schedule  I has been a party  to any  judicial  or
administrative  proceeding  during  the past  five  years  (except  for  matters
dismissed  without sanction or settlement) that resulted in a judgment,  decree,
or final order  enjoining the person from future  violations  of, or prohibiting
activities  subject to,  federal or state  securities  laws, or a finding of any
violation of federal or state securities laws. .

Section 12.  Source of Funds.  The  Purchasers  expect  that  approximately
$7,000,000  would be required to purchase up to 1,000,000  Shares,  if tendered,
and an additional $20,000 may be required to pay related fees and expenses.  The
Purchasers  anticipate  funding all of the purchase  price and related  expenses
through  their  existing  liquid  capital  reserves.  Accordingly,  there are no
financing arrangements to fall through and no alternative financing plans.

Section 13. Conditions of the Offer.  Notwithstanding any other term of the
Offer,  the Purchasers shall not be required to accept for payment or to pay for
any Shares tendered unless all authorizations or approvals of, or expirations of
waiting  periods  imposed  by,  any  court,   administrative   agency  or  other
governmental  authority  necessary  for  the  consummation  of the  transactions
contemplated  by the Offer shall have been obtained or occurred on or before the
Expiration Date.

The  Purchasers  shall not be required to accept for payment or pay for any
Shares not  theretofore  accepted  for payment or paid for and may  terminate or
amend  the Offer as to such  Shares  if, at any time on or after the date of the
Offer and before the Expiration Date, any of the following conditions exists:

(a) a preliminary or permanent  injunction or other order of any federal or
state  court,  government  or  governmental  authority or agency shall have been
issued and shall remain in effect which (i) makes  illegal,  delays or otherwise
directly or  indirectly  restrains or  prohibits  the making of the Offer or the
acceptance  for  payment of or payment  for any Shares by the  Purchasers,  (ii)
imposes or confirms limitations on the ability of the Purchasers  effectively to
exercise full rights of ownership of any Shares, including,  without limitation,
the right to vote any Shares acquired by the Purchasers pursuant to the Offer or
otherwise on all matters properly presented to the Company's Shareholders, (iii)
requires  divestiture by the Purchasers of any Shares,  (iv) causes any material
diminution  of the benefits to be derived by the  Purchasers  as a result of the
transactions  contemplated by the Offer or (v) might materially adversely affect
the business, properties, assets, liabilities,  financial condition, operations,
results of  operations  or prospects of the  Purchasers  or the Company,  in the
reasonable judgment of the Purchasers;

(b) there shall be any action taken,  or any statute,  rule,  regulation or
order proposed, enacted, enforced,  promulgated,  issued or deemed applicable to
the Offer by any federal or state court, government or governmental authority or
agency,  other than the  application  of the waiting  period  provisions  of the
Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as amended, which might,
directly or indirectly, result in any of the consequences referred to in clauses
(i) through (v) of paragraph (a) above;

(c) any change or development  shall have occurred or been threatened since
the date hereof, in the business,  properties,  assets,  liabilities,  financial
condition, operations, results of operations or prospects of the Company, which,
in the reasonable judgment of the Purchasers, is or may be materially adverse to
the Company,  or the Purchasers shall have become aware of any fact that, in the
reasonable  judgment  of the  Purchasers,  does or may have a  material  adverse
effect on the value of the Shares;

(d) there shall have occurred (i) any general  suspension of trading in, or
limitation on prices for,  securities on any national  securities exchange or in
the  over-the-counter  market in the  United  States,  (ii) a  declaration  of a
banking  moratorium  or any  suspension  of  payments in respect of banks in the
United States,  (iii) any limitation by any governmental  authority on, or other
event which might  affect,  the extension of credit by lending  institutions  or
result in any  imposition  of  currency  controls in the United  States,  (iv) a
commencement  of a war or armed  hostilities or other national or  international
calamity  directly or  indirectly  involving the United  States,  (v) a material
change in United States or other  currency  exchange  rates or a suspension of a
limitation on the markets  thereof,  or (vi) in the case of any of the foregoing
existing at the time of the  commencement of the Offer, a material  acceleration
or worsening thereof; or

(e) it shall have been  publicly  disclosed  or the  Purchasers  shall have
otherwise  learned that (i) more than fifty  percent of the  outstanding  Shares
have been or are proposed to be acquired by another person  (including a "group"
within the meaning of Section  13(d)(3) of the Exchange Act), or (ii) any person
or group  that  prior to such date had  filed a  Statement  with the  Commission
pursuant to Sections  13(d) or (g) of the Exchange Act has increased or proposes
to increase the number of Shares  beneficially  owned by such person or group as
disclosed in such Statement by two percent or more of the outstanding Shares.

The foregoing conditions are for the sole benefit of the Purchasers and may

13

be asserted by the  Purchasers or may be waived by the Purchasers in whole or in
part at any time and from  time to time  prior to the  Expiration  Date in their
sole exercise of reasonable discretion. In the event of any waiver of a material
condition, the Purchaser will publicly announce such a waiver and the Offer will
remain  open  for  a  period  of at  least  five  business  days  following  the
announcement of any such waiver of a material condition.  Any termination by the
Purchasers  concerning the events described above will be final and binding upon
all parties.

Section 14. Certain Legal Matters.

General.  Except as set forth in this  Section 14, the  Purchasers  are not
aware of any  filings,  approvals  or other  actions by any  domestic or foreign
governmental  or  administrative  agency  that  would be  required  prior to the
acquisition of Shares by the Purchasers  pursuant to the Offer.  Should any such
approval or other action be required,  it is the Purchasers'  present  intention
that such  additional  approval  or action  would be sought.  While  there is no
present  intent to delay the purchase of Shares  tendered  pursuant to the Offer
pending  receipt  of any such  additional  approval  or the  taking  of any such
action,  there can be no assurance that any such additional  approval or action,
if needed,  would be obtained  without  substantial  conditions  or that adverse
consequences might not result to the Company's  business,  or that certain parts
of the Company's  business  might not have to be disposed of or held separate or
other substantial  conditions  complied with in order to obtain such approval or
action,  any of which could cause the Purchasers to elect to terminate the Offer
without purchasing Shares thereunder. The Purchasers' obligation to purchase and
pay for Shares is subject to certain conditions, including conditions related to
the legal matters discussed in this Section 14.

Antitrust.  The  Purchasers  do  not  believe  that  the  Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, is applicable to the acquisition
of Shares pursuant to the Offer.

Margin  Requirements.  The Shares  are not  "margin  securities"  under the
regulations  of the  Board of  Governors  of the  Federal  Reserve  System  and,
accordingly, such regulations are not applicable to the Offer.

State  Takeover  Laws. A number of states have adopted  anti-takeover  laws
which  purport,  to varying  degrees,  to be  applicable  to attempts to acquire
securities of corporations  which are  incorporated in such states or which have
substantial assets,  security holders,  principal executive offices or principal
places of business  therein.  The Purchasers are not seeking a controlling block
of Shares nor such a number of Shares as to fall  within  these  state  statutes
and,  therefore,  do not  believe  that  any  anti-takeover  laws  apply  to the
transactions contemplated by the Offer.

Although  the  Purchasers  have not  attempted  to  comply  with any  state
anti-takeover  statutes in connection with the Offer, the Purchasers reserve the
right to challenge  the  validity or  applicability  of any state law  allegedly
applicable  to the Offer and  nothing  in this  Offer  nor any  action  taken in
connection  herewith  is  intended  as a  waiver  of such  right.  If any  state
anti-takeover statute is applicable to the Offer, the Purchasers might be unable
to accept for payment or purchase  Shares  tendered  pursuant to the Offer or be
delayed in continuing or  consummating  the Offer.  In such case, the Purchasers
may not be obligated to accept for purchase or pay for any Shares tendered.

Section  15.  Fees and  Expenses.  The  Purchasers  have not  retained  any
independent  party  to act as  depositary  in  connection  with the  Offer.  The
Purchasers will pay all costs and expenses of printing,  publication and mailing
of the Offer and all costs of transfer.

Section 16. Miscellaneous. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS
BE ACCEPTED FROM OR ON BEHALF OF)  SHAREHOLDERS IN ANY JURISDICTION IN WHICH THE
MAKING OF THE OFFER OR THE  ACCEPTANCE  THEREOF WOULD NOT BE IN COMPLIANCE  WITH
THE LAWS OF SUCH JURISDICTION.  THE PURCHASERS ARE NOT AWARE OF ANY JURISDICTION
WITHIN  THE  UNITED  STATES IN WHICH THE  MAKING OF THE OFFER OR THE  ACCEPTANCE
THEREOF WOULD BE ILLEGAL.

No  person  has  been  authorized  to give any  information  or to make any
representation on behalf of the Purchasers not contained herein or in the Letter
of Transmittal  and, if given or made, such information or  representation  must
not be relied upon as having been authorized.

November 15, 2004

SUTTER OPPORTUNITY FUND 3, LLC
ROBERT E. DIXON

14

SCHEDULE I

THE PURCHASERS AND THEIR PRINCIPALS

The  Purchasers  are Sutter  Opportunity  Fund 3, LLC and Robert E.  Dixon.
Sutter  Opportunity Fund 3, LLC is a privately held California limited liability
company  managed  by  Sutter  Capital  Management,  LLC,  a  California  limited
liability  company,  which,  in turn,  is  managed  by Robert E.  Dixon.  Sutter
Opportunity  Fund 3, LLC is a private  investment  fund formed by Sutter Capital
Management, LLC in 2004.

The  principal  business  address  for each of the  Purchasers  and  Sutter
Capital  Management , LLC is 220 Montgomery  Street,  Suite 2100, San Francisco,
California 94104, and the business telephone number for each is 415-788-1441.

Sutter Capital Management, LLC

Sutter Capital  Management,  LLC is a California  limited liability company
formed in 1998. The managing  member and  controlling  interest holder in Sutter
Capital  Management,  LLC is Robert E.  Dixon.  Robert  E.  Dixon has  served as
co-chief executive officer and a director of Sutter Holding Company,  Inc. since
March 2002.  Mr. Dixon  received  his  Bachelors  degree in  economics  from the
University of California at Los Angeles in 1992. He worked for Lehman  Brothers,
Inc. in equity  sales and trading  during 1993 and 1994.  From  October  1994 to
June,  1996 he worked for  MacKenzie  Patterson,  Inc. as a securities  research
analyst.  Mr. Dixon became a Chartered  Financial  Analyst in 1996, and received
his Master of Business Administration degree from Cornell University in 1998. In
July of 1998 he began buying and selling securities for his own account and that
of the  entities  he  controls,  and he has  principally  been  engaged  in that
activity  since that date.  Mr. Dixon was a registered  representative  of North
Coast Securities from 1994 through 1997. Mr. Dixon is a U.S. citizen.

Exhibit (a)(2)

LETTER OF TRANSMITTAL

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL
EXPIRE AT 12:00 MIDNIGHT, PACIFIC STANDARD TIME, ON
DECEMBER 20, 2004 (THE "EXPIRATION DATE") UNLESS
EXTENDED.

Deliver to:      Sutter Capital Management, LLC
220 Montgomery Street, Suite 2100,
San Francisco, California 94104

For Assistance:   (415) 788-1441
Via Facsimile:        Facsimile:        (415) 788-1515
E-Mail Address:

(PLEASE INDICATE CHANGES  OR CORRECTIONS
TO THE ADDRESS PRINTED  TO THE LEFT)

To  participate  in the  Offer,  a duly  executed  copy of this  Letter  of
Transmittal and any other documents  required by this Letter of Transmittal must
be received by the Purchasers on or prior to the Expiration Date.

Delivery of this Letter of Transmittal  or any other required  documents to
an address other than as set forth above does not constitute valid delivery. The
method of delivery of all documents is at the election and risk of the tendering
Shareholder. Please use the pre-addressed, postage-paid envelope provided.

This Letter of  Transmittal  is to be completed by holders of COMMON STOCK,
PAR  VALUE  $.01 in  WELLS  REAL  ESTATE  INVESTMENT  TRUST,  INC.,  a  Maryland
corporation (the  "Company"),  pursuant to the procedures set forth in the Offer
to Purchase (as defined  below).  Capitalized  terms used herein and not defined
herein have the meanings ascribed to such terms in the Offer to Purchase.

PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS

Gentlemen:

The undersigned hereby tenders to SUTTER OPPORTUNITY FUND 3, LLC and ROBERT
E. DIXON (the  "Purchasers")  all of the Shares of common stock,  $.01 par value
("Shares")  in the Company  held by the  undersigned  as set forth above (or, if
less than all such Shares,  the number set forth below in the signature box), at
a purchase price equal to $7.00 per Share, less the amount of any dividends paid
or  declared  with  respect  to the Shares  between  November  15,  2004 and the
Expiration  Date,  and upon the other  terms and subject to the  conditions  set
forth  in the  Offer to  Purchase,  dated  November  15,  2004  (the  "Offer  to
Purchase") and in this Letter of  Transmittal,  as each may be  supplemented  or
amended from time to time (which  together  constitute the "Offer").  Receipt of
the Offer to Purchase is hereby acknowledged.  The undersigned  recognizes that,
if more than the maximum  number of Shares sought are validly  tendered prior to
or on the Expiration Date and not properly withdrawn,  the Purchasers will, upon
the terms of the Offer,  accept for  payment  from among those  Shares  tendered
prior to or on the  Expiration  Date a total of up to 1,000,000  Shares on a pro
rata basis,  with adjustments to avoid purchases of certain  fractional  Shares,
based upon the number of Shares validly  tendered  prior to the Expiration  Date
and not withdrawn.  Subject to and effective upon  acceptance for payment of any
of the Shares  tendered  hereby,  the  undersigned  hereby  sells,  assigns  and
transfers to, or upon the order of, Purchasers all right,  title and interest in
and to such Shares which are purchased  pursuant to the Offer.  The  undersigned
hereby  irrevocably  constitutes  and  appoints the  Purchasers  as the true and
lawful agent and  attorney-in-fact  and proxy of the undersigned with respect to
such Shares,  with full power of substitution  (such power of attorney and proxy
being deemed to be an irrevocable power and proxy coupled with an interest),  to
deliver such Shares and transfer  ownership of such Shares,  on the books of the
Company,  together with all accompanying evidences of transfer and authenticity,
to or upon the order of the  Purchasers  and, upon payment of the purchase price
in respect of such Shares by the  Purchasers,  to exercise all voting rights and
to  receive  all  benefits  and  otherwise  exercise  all  rights of  beneficial
ownership of such Shares all in accordance with the terms of the Offer. Upon the
purchase of Shares  pursuant to the Offer,  all prior proxies and consents given
by the undersigned with respect to such Shares will be revoked and no subsequent
proxies or consents may be given (and if given will not be deemed effective). In
addition,  by executing this Letter of Transmittal,  the undersigned  assigns to
the Purchasers all of the undersigned's rights to receive distributions from the
Company with respect to Shares which are purchased  pursuant to the Offer, other
than dividends  declared or paid through the  Expiration  Date and to change the
address  of record  for such  distributions  on the books of the  Company.  Upon
request,  the Seller  will  execute and  deliver,  and  irrevocably  directs any
custodian  to  execute  and  deliver,  any  additional  documents  deemed by the
Purchasers to be necessary or desirable to complete the assignment, transfer and
purchase of such Shares.

The undersigned  hereby  represents and warrants that the undersigned  owns
the Shares tendered hereby within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934,  as amended,  and has full power and  authority to validly
tender,  sell, assign and transfer the Shares tendered hereby, and that when any
such Shares are purchased by the  Purchasers,  the Purchasers will acquire good,
marketable  and  unencumbered  title  thereto,  free  and  clear  of all  liens,
restrictions,  charges,  encumbrances,  conditional  sales  agreements  or other
obligations  relating to the sale or transfer thereof,  and such Shares will not
be subject to any adverse claim. Upon request,  the undersigned will execute and
deliver any  additional  documents  deemed by the  Purchasers to be necessary or
desirable to complete the  assignment,  transfer and purchase of Shares tendered
hereby.

The undersigned  understands that a tender of Shares to the Purchasers will
constitute a binding  agreement  between the undersigned and the Purchasers upon
the terms and subject to the conditions of the Offer. The undersigned recognizes
the right of the Purchasers to effect a change of  distribution  address to care
of Sutter Capital Management, LLC, at 150 Post Street, Suite 405, San Francisco,
California  94108. The undersigned  recognizes that under certain  circumstances
set forth in the Offer to Purchase, the Purchasers may not be required to accept
for payment any of the Shares tendered  hereby.  In such event,  the undersigned
understands  that any Letter of Transmittal  for Shares not accepted for payment
will be destroyed by the Purchasers. All authority herein conferred or agreed to
be conferred  shall survive the death or incapacity of the  undersigned  and any
obligations  of the  undersigned  shall  be  binding  upon the  heirs,  personal
representatives,  successors and assigns of the undersigned. Except as stated in
the Offer to Purchase, this tender is irrevocable.

================================================================================
SIGNATURE BOX
(Please complete Boxes A, B, C and D on the following page as necessary)
================================================================================

Please sign exactly as your name          X-------------------------------------
is printed (or corrected) above,           (Signature of Owner)            Date
and insert your Taxpayer                                          
Identification Number or Social 
Security Number in the space provided 
below your signature. 
For joint owners, each joint owner 
must sign. (See Instructions 1) The 
signatory hereto hereby certifies 
under penalties of perjury the 
statements in Box B, Box C and if 
applicable, Box D.                        X-------------------------------------
(Signature of Owner)            Date

If the undersigned is tendering less 
than all Units held the number of 
Units tendered is set forth below. 
Otherwise, all Units held by the 
undersigned are tendered hereby.
Taxpayer I.D. or Social#______________
_____________ Units                       Telephone No.     (day)_______________
(eve.)______________

1

================================================================================
BOX A
================================================================================
Medallion Signature Guarantee
(Required for all Sellers)

(See Instruction 1)

Name and Address of Eligible Institution: ______________________________________
Authorized Signature ________________________________     Title ________________
Name _____________________________________________     Date ______________, 200_

================================================================================
BOX B
SUBSTITUTE FORM W-9
(See Instruction 3 - Box B)
================================================================================

The  person  signing  this  Letter  of  Transmittal  hereby  certifies  the
following to the Purchasers under penalties of perjury:

(i) The TIN set forth in the  signature  box on the front of this Letter of
Transmittal  is the  correct  TIN  of the  Shareholder,  or if  this  box [ ] is
checked,  the  Shareholder has applied for a TIN. If the Shareholder has applied
for a TIN, a TIN has not been issued to the  Shareholder,  and  either:  (a) the
Shareholder  has  mailed or  delivered  an  application  to receive a TIN to the
appropriate  IRS Center or Social  Security  Administration  Office,  or (b) the
Shareholder  intends to mail or deliver an  application  in the near  future (it
being  understood  that  if  the  Shareholder  does  not  provide  a TIN  to the
Purchasers  within sixty (60) days, 31% of all  reportable  payments made to the
Shareholder  thereafter  will  be  withheld  until  a TIN  is  provided  to  the
Purchasers); and

(ii)  Unless  this box [ ] is checked,  the  Shareholder  is not subject to
backup  withholding  either because the  Shareholder:  (a) is exempt from backup
withholding,  (b) has not  been  notified  by the IRS that  the  Shareholder  is
subject to backup  withholding  as result of a failure to report all interest or
dividends,  or (c) has been  notified  by the IRS that  such  Shareholder  is no
longer subject to backup withholding.

Note: Place an "X" in the box in (ii) if you are unable to certify that the
Shareholder is not subject to backup withholding.

================================================================================
BOX C
FIRPTA AFFIDAVIT
(See Instruction 3 - Box C)
================================================================================

Under  Section  1445(e)(5)  of the Internal  Revenue  Code and Treas.  Reg.
1.1445-11T(d),  a  transferee  must  withhold  tax  equal  to 10% of the  amount
realized with respect to certain transfers of an interest in a Company if 50% or
more of the value of its gross assets  consists of U.S. real property  interests
and 90% or more of the value of its gross assets  consists of U.S. real property
interests  plus cash  equivalents,  and the holder of the Company  interest is a
foreign  person.  To inform the Purchasers  that no withholding is required with
respect to the  Shareholder's  interest in the Company,  the person signing this
Letter of Transmittal hereby certifies the following under penalties of perjury;

(i) Unless this box [ ] is checked, the Shareholder, if an individual, is a
U.S.  citizen or a resident alien for purposes of U.S. income  taxation,  and if
other than an individual, is not a foreign corporation, foreign Company, foreign
estate or foreign trust (as those terms are defined in the Internal Revenue Code
and Income Tax Regulations);  (ii) the Shareholder's U.S. social security number
(for individuals) or employer  identification  number (for  non-individuals)  is
correctly  printed  in  the  signature  box on  the  front  of  this  Letter  of
Transmittal;  and (iii) the  Shareholder's  home address (for  individuals),  or
office address (for non-individuals), is correctly printed (or corrected) on the
front of this Letter of  Transmittal.  If a  corporation,  the  jurisdiction  of
incorporation is __________.

The  person  signing  this  Letter  of  Transmittal  understands  that this
certification  may be disclosed to the IRS by the  Purchasers and that any false
statements contained herein could be punished by fine, imprisonment, or both.

==============================================================================
BOX D
SUBSTITUTE FORM W-8
(See Instruction 4 - Box D)
================================================================================

By checking  this box [ ], the person  signing  this Letter of  Transmittal
hereby  certifies  under penalties of perjury that the Shareholder is an "exempt
foreign  person"  for  purposes of the backup  withholding  rules under the U.S.
federal income tax laws, because the Shareholder:

(i) Is a nonresident  alien individual or a foreign  corporation,  Company,
estate or trust;

(ii) If an individual, has not been and plans not to be present in the U.S.
for a total of 183 days or more during the calendar year; and

(iii) Neither  engages,  nor plans to engage,  in a U.S.  trade or business
that has effectively  connected gains from  transactions with a broker or barter
exchange.

2

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Tender,  Signature Requirements;  Delivery.  After carefully reading and
completing this Letter of  Transmittal,  in order to tender Shares a Shareholder
must  sign  at the "X" on the  bottom  of the  first  page  of  this  Letter  of
Transmittal and insert the Shareholder's correct Taxpayer  Identification Number
or Social Security Number ("TIN") in the space provided below the signature. The
signature  must  correspond  exactly with the name printed (or corrected) on the
front of this  Letter of  Transmittal  without  any change  whatsoever.  If this
Letter of Transmittal  is signed by the  registered  Shareholder of the Shares a
Medallion  signature  guarantee  on this  Letter  of  Transmittal  is  required.
Similarly,  if  Shares  are  tendered  for the  account  of a  member  firm of a
registered national security exchange, a member firm of the National Association
of Securities  Dealers,  Inc. or a commercial bank,  savings bank, credit union,
savings and loan association or trust company having an office, branch or agency
in the United  States (each an "Eligible  Institution"),  a Medallion  signature
guarantee  is  required.  In all  other  cases,  signatures  on this  Letter  of
Transmittal  must  be  Medallion  guaranteed  by  an  Eligible  Institution,  by
completing  the  Signature  guarantee  set  forth  in BOX A of  this  Letter  of
Transmittal.  If any tendered  Shares are registered in the names of two or more
joint holders,  all such holders must sign this Letter of  Transmittal.  If this
Letter  of  Transmittal  is  signed  by  trustees,  administrators,   guardians,
attorneys-in-fact,  officers of corporations, or others acting in a fiduciary or
representative  capacity,  any such person  should so indicate  when signing and
must submit proper  evidence  satisfactory to the Purchasers of its authority to
so act.  For  Shares to be  validly  tendered,  a  properly  completed  and duly
executed Letter of Transmittal,  together with any required signature guarantees
in BOX A, and any other documents  required by this Letter of Transmittal,  must
be received by the Purchasers  prior to or on the Expiration Date at its address
or  facsimile  number set forth on the front of this Letter of  Transmittal.  No
alternative,  conditional or contingent tenders will be accepted.  All tendering
Shareholders  by  execution  of this  Letter of  Transmittal  waive any right to
receive any notice of the acceptance of their tender.

2. Transfer Taxes. The Purchasers will pay or cause to be paid all transfer
taxes, if any, payable in respect of Shares accepted for payment pursuant to the
Offer.

3. U.S.  Persons.  A Shareholder who or which is a United States citizen or
resident  alien  individual,  a  domestic  corporation,  a domestic  Company,  a
domestic trust or a domestic estate  (collectively  "United States  persons") as
those terms are defined in the Internal Revenue Code and Income Tax Regulations,
should complete the following:

Box B - Substitute  Form W-9. In order to avoid  federal  income tax backup
withholding,  the Shareholder  must provide to the Purchasers the  Shareholder's
correct Taxpayer  Identification Number or Social Security Number ("TIN") in the
space provided below the signature line and certify, under penalties of perjury,
that such  Shareholder is not subject to such backup  withholding.  The TIN that
must be provided is that of the registered Shareholder indicated on the front of
this Letter of Transmittal.  If a correct TIN is not provided,  penalties may be
imposed by the Internal Revenue Service ("IRS"),  in addition to the Shareholder
being subject to backup  withholding.  Certain  Shareholders  (including,  among
others,  all  corporations)  are  not  subject  to  backup  withholding.  Backup
withholding is not an additional  tax. If withholding  results in an overpayment
of taxes, a refund may be obtained from the IRS.

Box C - FIRPTA Affidavit. To avoid potential withholding of tax pursuant to
Section 1445 of the Internal  Revenue Code,  each  Shareholder who or which is a
United  States  Person (as  defined  Instruction  3 above) must  certify,  under
penalties  of  perjury,   the  Shareholder's  TIN  and  address,  and  that  the
Shareholder  is not a foreign  person.  Tax withheld  under  Section 1445 of the
Internal  Revenue Code is not an additional  tax. If  withholding  results in an
overpayment of tax, a refund may be obtained from the IRS.

4. Foreign  Persons.  In order for a  Shareholder  who is a foreign  person
(i.e.,  not a United  States  Person as defined in 3 above) to qualify as exempt
from 31% backup  withholding,  such  foreign  Shareholder  must  certify,  under
penalties  of perjury,  the  statement  in BOX D of this  Letter of  Transmittal
attesting to that foreign  person's  status by checking the box  preceding  such
statement.  However,  such  person will be subject to  withholding  of tax under
Section 1445 of the Code.

5.  Additional  Copies of Offer to  Purchase  and  Letter  of  Transmittal.
Requests for  assistance or additional  copies of the Offer to Purchase and this
Letter  of   Transmittal   may  be  obtained  from  the  Purchasers  by  calling
415-788-1441.

3

Exhibit (a)(3)

November 15, 2004

TO: SHAREHOLDERS OF WELLS REAL ESTATE INVESTMENT TRUST, INC.

SUBJECT: OFFER TO PURCHASE SHARES FOR $7.00 PER SHARE

Dear Shareholder:

As described in the Offer to Purchase  (the  "Offer"),  Sutter  Opportunity
Fund 3, LLC and Robert E. Dixon (the  "Purchasers")  are offering to purchase up
to 1,000,000  Shares of Common  Stock,  Par Value $.01  ("Shares") in WELLS REAL
ESTATE INVESTMENT TRUST, INC., (the "Company") at a purchase price equal to:

$7.00 per Share

The Offer will  provide  you with an  opportunity  to  liquidate  all, or a
portion of, your investment in the Company without the usual  transaction  costs
associated with selling commissions, bid/ask spreads, and brokerage fees.

To respond to our offer,  instruct  your  broker to tender  your  shares to
Depository Trust Company,  or complete and return a Letter of Transmittal to the
Purchasers.

The Letter of Transmittal and a complete copy of the Offer documents may be
obtained free of charge by  contacting  the  Purchasers at the number below,  or
from the Securities Exchange  Commission website at www.sec.gov.  Once you reach
the website,  under the section  "Filings & Forms  (EDGAR)",  select "Search for
Company  Filings",  then  select  "Historical  EDGAR  Archives",  then enter the
Company's name in the search bar. The Offer  documents are filed on Schedule TO.
If you  elect to tender  your  Shares  via  Letter  of  Transmittal,  fax a duly
completed  and  executed  copy of the  Letter  of  Transmittal,  and  any  other
documents required by the Letter of Transmittal, to the Purchasers at:

Sutter Capital Management, LLC
220 Montgomery Street, Suite 2100,
San Francisco, California 94104
Facsimile: (415) 788-1515
Email: info@suttercapital.com

If you have any questions or need assistance, please call the Purchasers at
(415) 788-1441. This Offer expires (unless extended) December 20, 2004.