As filed with the Securities and Exchange Commission on June 10, 2002

Registration No. 333-85848

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________
AMENDMENT NO. 1 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.
_________________

CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------
Proposed      Proposed
Title of                Amount      Maximum        Maximum       Amount of
Securities Being Registered      Being       Offering      Aggregate    Registration
Registered     Price     Offering Price    Fee (3)
Per Share
--------------------------------------------------------------------------------------------

Common Stock, $.01 par value        330,000,000    $ 10.00   $3,300,000,000
Common Stock, $.01 par value\\(1)\\   6,600,000    $ 12.00   $   79,200,000    $310,887
Soliciting Dealer Warrants\\(2)\\     6,600,000    $0.0008   $        5,280

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

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

(2)  Represents warrants issuable to the Dealer Manager to purchase 6,600,000
shares pursuant to the Warrant Purchase Agreement.

(3)  Registrant previously paid a registration fee of $318,174 upon its initial
filing of the Registration Statement which included an original
registration of 13,200,000 warrants, so the Registrant overpaid its filing
fee by $7,287 and no amounts need to be remitted with this filing.

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

WELLS REAL ESTATE INVESTMENT TRUST, INC.

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

___________________________________________

Wells Real Estate Investment Trust, Inc.                 The most significant risks relating to your
(Wells REIT) is a real estate investment trust. We                investment include the following:
invest in commercial real estate properties
primarily consisting of high grade office buildings               .    lack of a public trading market for
leased to large corporate tenants.  We currently                       the shares;
own interests in ___ real estate properties located
in ____ states.
.    reliance on Wells Capital, Inc., our
We are offering and selling to the public                     advisor, to select properties and
up to 300,000,000 shares for $10 per share and up                      conduct our operations;
to 30,000,000 shares to be issued pursuant to our
dividend reinvestment plan at a purchase price of                 .    authorization of substantial fees to
$10 per share.  We are registering an additional                       the advisor and its affiliates;
6,600,000 shares for issuance at $12 per share
to participating broker-dealers upon their exercise of            .    borrowing - which increases the risk of
warrants.                                                              loss of our investments; and

You must purchase at least 100 shares for
$1,000.                                                           .    conflicts of interest facing the
advisor and its affiliates.

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

The Offering:

.        The shares will be offered on a best                     .    We will invest approximately 84%
efforts basis to investors at $10 per share.                  of the offering proceeds raised in
real estate properties, and the
.        We will pay selling commissions to                            balance will be used to pay fees and
broker-dealers of 7% and a dealer manager fee                 expenses.
for reimbursement of marketing expenses of 2.5%
out of the offering proceeds raised.                     .    This offering will terminate on or
before _____________, 2004.

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

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

WELLS INVESTMENT SECURITIES, INC.
__________________, 2002

TABLE OF CONTENTS

Questions and Answers About this Offering ...............................................    1
Prospectus Summary ......................................................................   10
Risk Factors ............................................................................   17
Investment Risks ......................................................................   17
Real Estate Risks .....................................................................   22
Section 1031 Exchange Program Risks ...................................................   25
Federal Income Tax Risks ..............................................................   27
Retirement Plan Risks .................................................................   28
Suitability Standards ...................................................................   28
Estimated Use of Proceeds ...............................................................   30
Management ..............................................................................   31
General ...............................................................................   31
Committees of the Board of Directors ..................................................   33
Executive Officers and Directors ......................................................   34
Compensation of Directors .............................................................   38
Independent Director Stock Option Plan ................................................   38
Independent Director Warrant Plan .....................................................   39
2000 Employee Stock Option Plan .......................................................   40
Limited Liability and Indemnification of Directors, Officers, Employees and Other
Agents ................................................................................   41
The Advisor ...........................................................................   43
The Advisory Agreement ................................................................   44
Shareholdings .........................................................................   46
Affiliated Companies ..................................................................   47
Management Decisions ..................................................................   49
Management Compensation .................................................................   49
Stock Ownership .........................................................................   53
Conflicts of Interest ...................................................................   54
Interests in Other Real Estate Programs ...............................................   54
Other Activities of Wells Capital and its Affiliates ..................................   55
Competition ...........................................................................   55
Affiliated Dealer Manager .............................................................   56
Affiliated Property Manager ...........................................................   56
Lack of Separate Representation .......................................................   56
Joint Ventures with Affiliates of Wells Capital .......................................   56
Receipt of Fees and Other Compensation by Wells Capital and its Affiliates ............   56
Certain Conflict Resolution Procedures ................................................   57
Investment Objectives and Criteria ......................................................   58
General ...............................................................................   58
Acquisition and Investment Policies ...................................................   59
Development and Construction of Properties ............................................   61
Terms of Leases and Tenant Creditworthiness ...........................................   61
Joint Venture Investments .............................................................   62
Section 1031 Exchange Program .........................................................   63
Borrowing Policies ....................................................................   64
Disposition Policies ..................................................................   65
Investment Limitations ................................................................   65
Change in Investment Objectives and Limitations .......................................   67

i

Description of Real Estate Investments ..................................................     67
General ...............................................................................     67
Joint Ventures with Affiliates ........................................................     71
Description of Properties .............................................................     74
Property Management Fees ..............................................................     98
Real Estate Loans .....................................................................     99
Selected Financial Data .................................................................    100
Management's Discussion and Analysis of Financial Condition and Results of Operations ...    101
Liquidity and Capital Resources .......................................................    101
Cash Flows From Operating Activities ..................................................    102
Cash Flow From Investing Activities ...................................................    102
Cash Flows From Financing Activities ..................................................    103
Results of Operations .................................................................    103
Property Operations ...................................................................    104
Funds from Operations .................................................................    104
Inflation .............................................................................    106
Critical Accounting Policies ..........................................................    106
Straight-Lined Rental Revenues ........................................................    106
Operating Cost Reimbursements .........................................................    106
Real Estate ...........................................................................    106
Deferred Project Costs ................................................................    107
Deferred Offering Costs ...............................................................    107
Prior Performance Summary ...............................................................    107
Publicly Offered Unspecified Real Estate Programs .....................................    108
Federal Income Tax Considerations .......................................................    117
General ...............................................................................    117
Requirements for Qualification as a REIT ..............................................    118
Failure to Qualify as a REIT ..........................................................    123
Sale-Leaseback Transactions ...........................................................    124
Taxation of U.S. Shareholders .........................................................    124
Treatment of Tax-Exempt Shareholders ..................................................    126
Special Tax Considerations for Non-U.S. Shareholders ..................................    127
Statement of Stock Ownership ..........................................................    129
State and Local Taxation ..............................................................    129
Tax Aspects of Our Operating Partnership ..............................................    129
ERISA Considerations ....................................................................    132
Plan Asset Considerations .............................................................    133
Other Prohibited Transactions .........................................................    135
Annual Valuation ......................................................................    135
Description of Shares ...................................................................    136
Common Stock ..........................................................................    137
Preferred Stock .......................................................................    137
Meetings and Special Voting Requirements ..............................................    137
Restriction on Ownership of Shares ....................................................    138
Dividends .............................................................................    139
Dividend Reinvestment Plan ............................................................    140
Share Redemption Program ..............................................................    140
Restrictions on Roll-Up Transactions ..................................................    141
Business Combinations .................................................................    142
Control Share Acquisitions ............................................................    143
The Operating Partnership Agreement .....................................................    143

ii

General ......................................................................        143
Capital Contributions ........................................................        143
Operations ...................................................................        144
Exchange Rights ..............................................................        145
Transferability of Interests .................................................        145
Plan of Distribution ...........................................................        146
General ......................................................................        146
Underwriting Compensation and Terms ..........................................        146
Subscription Procedures ......................................................        150
Supplemental Sales Material ....................................................        151
Legal Opinions .................................................................        151
Experts ........................................................................        152
Audited Financial Statements .................................................        152
Unaudited Financial Statements ...............................................        152
Additional Information .........................................................        152
Glossary .......................................................................        152
Financial Statements ...........................................................        153
Prior Performance Tables .......................................................        203
Subscription Agreement .........................................................  Exhibit A
Amended and Restated Dividend Reinvestment Plan ................................  Exhibit B

iii

Questions and Answers About this Offering

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

Q:     What is a REIT?

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

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

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

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

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

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

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

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

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

Q:     Who is Wells Capital?

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

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

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

1

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

Q.     Do you currently own any real estate properties?

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

We own the following properties directly:

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

Agilent Boston         Agilent Technologies, Inc.                 Office Building                     Boxborough, MA
----------------------------------------------------------------------------------------------------------------------------
Experian/TRW           Experian Information Solutions, Inc.       Office Building                     Allen, TX
----------------------------------------------------------------------------------------------------------------------------
BellSouth Ft.          BellSouth Advertising and Publishing       Office Building                     Ft. Lauderdale, FL
Lauderdale             Corporation
----------------------------------------------------------------------------------------------------------------------------
Agilent Atlanta        Agilent Technologies, Inc.                 Office Building                     Alpharetta, GA
Koninklijke Philips Electronics N.V.
----------------------------------------------------------------------------------------------------------------------------
Travelers Express      Travelers Express Company, Inc.            Office Building                     Lakewood, CO
Denver
----------------------------------------------------------------------------------------------------------------------------
Dana Kalamazoo         Dana Corporation                           Office and Industrial Building      Kalamazoo, MI
----------------------------------------------------------------------------------------------------------------------------
Dana Detroit           Dana Corporation                           Office and Research and             Farmington Hills, MI
Development Building
----------------------------------------------------------------------------------------------------------------------------
Novartis Atlanta       Novartis Opthalmics, Inc.                  Office Building                     Duluth, GA
----------------------------------------------------------------------------------------------------------------------------
Transocean Houston     Transocean Deepwater Offshore              Office Building                     Houston, TX
Drilling, Inc. and Newpark Drilling
Fluids, Inc.
----------------------------------------------------------------------------------------------------------------------------
Arthur Andersen        Arthur Andersen L.P.                       Office Building                     Sarasota, FL
----------------------------------------------------------------------------------------------------------------------------
Windy Point I          TCI Great Lakes, Inc., The Apollo          Office Building                     Schaumburg, IL
Group, Inc., and Global Knowledge
Network, Inc.
----------------------------------------------------------------------------------------------------------------------------
Windy Point II         Zurich American Insurance Company, Inc.    Office Building                     Schaumburg, IL
----------------------------------------------------------------------------------------------------------------------------
Convergys              Convergys Customer Management              Office Building                     Tamarac, FL
Group, Inc.
----------------------------------------------------------------------------------------------------------------------------
Lucent                 Lucent Technologies, Inc.                  Office Building                     Cary, NC
----------------------------------------------------------------------------------------------------------------------------
Ingram Micro           Ingram Micro L.P.                          Office and Distribution Facility    Millington, TN
----------------------------------------------------------------------------------------------------------------------------
Nissan                 Nissan Motor Acceptance Corporation        Office Building                     Irving, TX
----------------------------------------------------------------------------------------------------------------------------
IKON                   IKON Office Solutions, Inc.                Office Building                     Houston, TX
----------------------------------------------------------------------------------------------------------------------------
State Street           SSB Realty LLC                             Office Building                     Quincy, MA
----------------------------------------------------------------------------------------------------------------------------
Metris Minnesota       Metris Direct, Inc.                        Office Building                     Minnetonka, MN
----------------------------------------------------------------------------------------------------------------------------
Stone & Webster        Stone & Webster, Inc. and SYSCO            Office Building                     Houston, TX
Corporation
----------------------------------------------------------------------------------------------------------------------------
Motorola Plainfield    Motorola, Inc.                             Office Building                     S. Plainfield, NJ
----------------------------------------------------------------------------------------------------------------------------
Delphi                 Delphi Automotive Systems, Inc.            Office Building                     Troy, MI
----------------------------------------------------------------------------------------------------------------------------
Avnet                  Avnet, Inc.                                Office Building                     Tempe, AZ
----------------------------------------------------------------------------------------------------------------------------
Motorola Tempe         Motorola, Inc.                             Office Building                     Tempe, AZ
----------------------------------------------------------------------------------------------------------------------------
ASML                   ASM Lithography, Inc.                      Office and Warehouse Building       Tempe, AZ
----------------------------------------------------------------------------------------------------------------------------
Dial                   Dial Corporation                           Office Building                     Scottsdale, AZ
----------------------------------------------------------------------------------------------------------------------------
Metris Tulsa           Metris Direct, Inc.                        Office Building                     Tulsa, OK
----------------------------------------------------------------------------------------------------------------------------
Cinemark               Cinemark USA, Inc. and                     Office Building                     Plano, TX
The Coca-Cola Company
----------------------------------------------------------------------------------------------------------------------------
Videojet Technologies  Videojet Technologies, Inc.                Office, Assembly and                Wood Dale, IL
Chicago                                                           Manufacturing Building
----------------------------------------------------------------------------------------------------------------------------
Alstom Power Richmond  Alstom Power, Inc.                         Office Building                     Midlothian, VA
----------------------------------------------------------------------------------------------------------------------------

2

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

Matsushita            Matsushita Avionics Systems        Office Building             Lake Forest, CA
Corporation
-----------------------------------------------------------------------------------------------------------
AT&T Pennsylvania     Pennsylvania Cellular Telephone    Office Building             Harrisburg, PA
Corp.
-----------------------------------------------------------------------------------------------------------
PwC                   PricewaterhouseCoopers             Office Building             Tampa, FL
-----------------------------------------------------------------------------------------------------------

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

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

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

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

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

Q:       Why do you acquire properties in joint ventures?

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

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

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

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

3

Q:   What are the terms of your leases?

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

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

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

Q:   What is an "UPREIT"?

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

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

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

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

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

4

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

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

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

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

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

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

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

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

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

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

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

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

5

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

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

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

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

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

Q:   What kind of offering is this?

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

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

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

Q:   How long will this offering last?

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

6

Q:   Who can buy shares?

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

Q:   Is there any minimum investment required?

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

Q:   How do I subscribe for shares?

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

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

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

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

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

7

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

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

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

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

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

.    Richard W. Carpenter - Former President and Chairman of the Board of
Southmark Properties, an Atlanta-based REIT which invested in
commercial properties;

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

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

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

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

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

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

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

.    Four detailed quarterly dividend reports;

.    Three quarterly financial reports;

.    An annual report; and

.    An annual IRS Form 1099.

8

Q:   When will I get my detailed tax information?

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

Q:   Who can help answer my questions?

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

Client Services Department
Wells Capital, Inc.
Suite 250
6200 The Corners Parkway
Atlanta, Georgia 30092
Calling from Outside State of Georgia (800) 557-4830
Calling from State of Georgia (770) 243-8282
www.wellsref.com

9

Prospectus Summary

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

Wells Real Estate Investment Trust, Inc.

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

Our Advisor

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

Our Management

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

Our REIT Status

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

Summary Risk Factors

Following are the most significant risks relating to your investment:

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

.    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.

10

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

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

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

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

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

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

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

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

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

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

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

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

Description of Real Estate Investments

Please refer to the "Description of Real Estate Investments" section of
this prospectus for a description of the real estate properties we have
purchased to date and the various real estate loans we have outstanding. Wells
Capital is currently evaluating additional potential property acquisitions. As
we acquire new properties, we will provide supplements to this prospectus to
describe these properties.

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.

11

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 our
stockholders. See the "Investment Objectives and Criteria" section of this
prospectus for a more complete description of our business and objectives.

Conflicts of Interest

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

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

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

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

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

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

12

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

Leo F. Wells, III
President

Owns 100% of

Wells Real Estate Funds, Inc.

Owns 100% of                   Owns 100% of                  Owns 100% of

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

Owns 100% of                                              Advisory Agreement

Wells Development                                                Wells REIT
Corporation

Prior Offering Summary

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

The Offering

We are offering up to 300,000,000 shares to the public at $10 per share and
up to 30,000,000 shares pursuant to our dividend reinvestment plan at $10 per
share. We reserve the right in the future to reallocate additional dividend
reinvestment shares out of the shares we are offering to the public, if
necessary. We are also offering up to 6,600,000 shares to broker-dealers
pursuant to warrants whereby participating broker-dealers will have the right to
purchase one share for every 50 shares they sell in this offering. The exercise
price for shares purchased pursuant to the warrants is $12 per share.

13

Terms of the Offering

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

Compensation to Wells Capital

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

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

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

14

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

Dividend Policy

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

Listing

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

Dividend Reinvestment Plan

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

Share Redemption Program

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

Wells Operating Partnership, L.P.

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

15

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

ERISA Considerations

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

Description of Shares

General
-------

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

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

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

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

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

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

16

Risk Factors

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

Investment Risks

Marketability Risk

There is no public trading market for your shares.

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

Management Risks

You must rely on Wells Capital for selection of properties.

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

We depend on key personnel.

Our success depends to a significant degree upon the continued
contributions of certain key personnel, including Leo F. Wells, III, Douglas P.
Williams, M. Scott Meadows, David H. Steinwedell, and John G. Oliver, each of
whom would be difficult to replace. None of our key personnel are currently
subject to employment agreements, nor do we maintain any key person life
insurance on our key personnel. If any of our key personnel were to cease
employment with us, our operating results could suffer. We also believe that our
future success depends, in large part, upon our ability to hire and retain
highly skilled managerial, operational and marketing personnel. Competition for
such personnel is intense, and we cannot assure you that we will be successful
in attracting and retaining such skilled personnel.

Conflicts of Interest Risks

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

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

17

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

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

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

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

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

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

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

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

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

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

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

Wells Capital, our advisor, is currently sponsoring a public offering on
behalf of Wells Real Estate Fund XIII, L.P. (Wells Fund XIII), which is an
unspecified property real estate program. (See "Prior Performance Summary.") In
the event that we enter into a joint venture with Wells Fund XIII or any other
Wells program or joint venture, we may face certain additional risks and
potential conflicts of interest. For example, securities issued by 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

18

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. Our joint venture partners may not desire to sell the properties at that
time. Although the terms of any joint venture agreement between the Wells REIT
and another Wells program would grant the other Wells program a right of first
refusal to buy such properties, it is unlikely that any such program would have
sufficient funds to exercise its right of first refusal under these
circumstances.

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

General Investment Risks

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

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

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

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

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

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

.    an affiliate of an interested stockholder.

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

19

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

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

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

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

We established the offering price on an arbitrary basis.

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

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

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

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

.    sell securities that are convertible into shares;

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

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

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

20

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

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

The availability and timing of cash dividends is uncertain.

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

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

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

You will not have the benefit of independent due diligence review in
connection with this offering

Since Wells Investment Securities, our Dealer Manager, is an affiliate of
Wells Capital, you will not have the benefit of independent due diligence review
and investigation of the type normally performed by unaffiliated, independent
underwriters in connection with securities offerings.

The indictment of Arthur Andersen LLP and recent events related thereto may
adversely affect your ability to recover potential claims against Arthur
Andersen in connection with their audits of our financials statements.

In March, 2002, the Department of Justice indicted our former independent
auditor, Arthur Andersen LLP (Andersen), on federal obstruction of justice
charges arising from the government's investigation of Enron Corporation. Events
arising out of the indictment or other events relating to Andersen may adversely
affect the ability of Andersen to satisfy any potential claims that may arise
out of Andersen's audits of the financial statements contained in this
prospectus. In addition, Andersen has recently notified us that it will be
unable to provide us with the necessary consents related to including previously
audited financial statements in our prospectus. Our inability to obtain such
consents may also adversely affect your ability to pursue claims against
Andersen.

21

Real Estate Risks

General Real Estate Risks

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

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

.    changes in general economic or local conditions;

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

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

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

.    periods of high interest rates and tight money supply.

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

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

A property may incur a vacancy either by the continued default of a tenant
under its lease or the expiration of one of our leases. Most of our properties
are specifically suited to the particular needs of our tenants. Therefore, we
may have difficulty obtaining a new tenant for any vacant space we have in our
properties. If the vacancy continues for a long period of time, we may suffer
reduced revenues resulting in less cash dividends to be distributed to
stockholders. In addition, the resale value of the property could be diminished
because the market value of a particular property will depend principally upon
the value of the leases of such property.

We are dependent on tenants for our revenue.

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

We rely on certain tenants.

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

22

Real Estate Investments" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations.")

We may not have funding for future tenant improvements.

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

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

In the event that any of our properties incurs a casualty loss that is not
fully covered by insurance, the value of our assets will be reduced by any such
uninsured loss. In addition, we have no current source of funding to repair or
reconstruct the damaged property and cannot assure you that any such source 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.

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 we acquire properties
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

23

particular properties. In addition, if we are unable to invest our offering
proceeds in income producing real properties in a timely manner, we may not be
able to continue to pay the dividend rates we are currently paying to our
stockholders.

We may not be able to immediately invest proceeds in real estate

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

Uncertain market conditions and Wells Capital's broad discretion 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 the
approval of our board of directors, may exercise its discretion as to whether
and when to sell a property, and we will have no obligation to sell properties
at any particular time, except upon a liquidation of the Wells REIT if we do not
list the shares by January 30, 2008. We cannot predict with any certainty the
various market conditions affecting real estate investments that will exist at
any particular time in the future. Due to the uncertainty of market conditions
that may affect the future disposition of our properties, we cannot assure you
that we will be able to sell our properties at a profit in the future.
Accordingly, the extent to which you will receive cash distributions and realize
potential appreciation on our real estate investments will be dependent upon
fluctuating market conditions.

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

Under various federal, state and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real property may be
liable for the cost of removal or remediation of hazardous or toxic substances
on such property. Such laws often impose liability whether or not the owner or
operator knew of, or was responsible for, the presence of such hazardous or
toxic substances. Environmental laws also may impose restrictions on the manner
in which properties may be used or businesses may be operated, and these
restrictions may require expenditures. Environmental laws provide for sanctions
in the event of noncompliance and may be enforced by governmental agencies or,
in certain circumstances, by private parties. We may be potentially liable for
such costs in connection with the acquisition and ownership of our properties.
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.

We generally secure the loans we obtain to fund property acquisitions with
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 a reduction in the value of the shares and
the dividends payable to our stockholders. (See "Description of Real Estate
Investments - Real Estate Loans. ")

24

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 that would affect our ability to incur additional debt and
our distribution and operating policies. Loan documents we enter into may
contain customary negative covenants which may limit our ability to further
mortgage the property, to discontinue insurance coverage, replace Wells Capital
as our advisor or impose other limitations.

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

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

Section 1031 Exchange Program Risks

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

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

25

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

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

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

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

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

Actions by a co-tenant may subject 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, we anticipate that it will be much
more difficult to find a willing buyer for our co-tenancy interests in a
property than it would be to find a buyer for a property we owned outright.

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

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

26

Federal Income Tax Risks

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

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

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

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

In connection with the Section 1031 Exchange Program, Wells OP will enter
into a number of contractual arrangements with Wells Exchange that will, in
effect, guarantee the sale of the co-tenancy interests being offered by Wells
Exchange. (See "Investment Objectives and Criteria - Section 1031 Exchange
Program.") In consideration for entering into these agreements, Wells OP will be
paid fees which could be characterized by the IRS as non-qualifying income for
purposes of satisfying the "income tests" required for REIT qualification. (See
"Federal Income Tax Consequences - Operational Requirements - Gross Income
Tests.") If this fee income were, in fact, treated as non-qualifying, and if the
aggregate of such fee income and any other non-qualifying income in any taxable
year ever exceeded 5.0% of our gross revenues for such year, we could lose our
REIT status for that taxable year and the four ensuing taxable years. As set
forth above, we will use all reasonable efforts to structure our activities in a
manner intended to satisfy the requirements for our continued qualification as a
REIT.

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

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

27

Legislative or regulatory action could adversely affect investors.

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

Retirement Plan Risks

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

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

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

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

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

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

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

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

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

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

Suitability Standards

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

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

28

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

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

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

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

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

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

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

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

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

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

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

29

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 165,000,000 shares
and 330,000,000 shares, respectively, pursuant to this offering. Many of the
figures set forth below represent management's best estimate since they cannot
be precisely calculated at this time. We expect that at least 84.0% of the money
you invest will be used to buy real estate, while the remaining up to 16.0% will
be used for working capital and to pay expenses and fees, including the payment
of fees to Wells Capital, our advisor, and Wells Investment Securities, our
Dealer Manager.

165,000,000 Shares             330,000,000 Shares
------------------             ------------------

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

Gross Offering Proceeds                                         $1,650,000,000        100%     $3,300,000,000      100.0%
Less Public Offering Expenses:
Selling Commissions and Dealer Manager Fee (3)                    156,750,000        9.5%        313,500,000        9.5%
Organization and Offering Expenses (4)                             49,500,000        3.0%         49,500,000        1.5%
--------------       -----     --------------       -----
Amount Available for Investment (5)                             $1,443,750,000       87.5%     $2,937,000,000       89.0%
Acquisition and Development:
Acquisition and Advisory Fees (6)                                  49,500,000        3.0%         99,000,000        3.0%
Acquisition Expenses (7)                                            8,250,000        0.5%         16,500,000        0.5%
Initial Working Capital Reserve (8)                                       (8)          --                (8)          --
--------------       -----     --------------       -----
Amount Invested in Properties (5)(9)                            $1,386,000,000       84.0%     $2,821,500,000       85.5%
==============       =====     ==============       =====

_________________________
(Footnotes to "Estimated Use of Proceeds")

1.   Assumes that an aggregate of $1,650,000,000 will be raised in this offering
for purposes of illustrating the percentage of estimated organization and
offering expenses at two different sales levels. See Note 4 below.

2.   Assumes the maximum offering is sold which includes 300,000,000 shares
offered to the public at $10 per share and 30,000,000 shares offered
pursuant to our dividend reinvestment plan at $10 per share. Excludes
6,600,000 shares to be issued upon exercise of the soliciting dealer
warrants.

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

4.   Organization and offering expenses consist of reimbursement of actual
legal, accounting, printing and other accountable offering expenses, other
than selling commissions and the dealer manager fee, including amounts to
reimburse Wells Capital, our advisor, for all marketing related costs and
expenses, including, but not limited to, salaries and direct expenses of
our advisor's employees

30

while engaged in registering and marketing the shares and other marketing
and organization costs, technology costs and expenses attributable to the
offering, costs and expenses of conducting our educational conferences and
seminars, payment or reimbursement of bona fide due diligence expenses, and
costs and expenses we incur for attending retail seminars conducted by
broker-dealers. Wells Capital and its affiliates will be responsible for
the payment of organization and offering expenses, other than selling
commissions and the dealer manager fee, to the extent they exceed 3.0% of
aggregate gross offering proceeds from all of our offerings without
recourse against or reimbursement by the Wells REIT. We currently estimate
that approximately $49,500,000 of organization and offering costs will be
incurred if the maximum offering of 330,000,000 shares is sold.
Notwithstanding the above, in no event shall organization and offering
expenses, including selling commissions, the dealer manager fee and all
other underwriting compensation, exceed 15% of the gross offering proceeds.

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

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

7.   Acquisition expenses include legal fees and expenses, travel expenses,
costs of appraisals, nonrefundable option payments on property not
acquired, accounting fees and expenses, title insurance premiums and other
closing costs and miscellaneous expenses relating to the selection,
acquisition and development of real estate properties. We will pay Wells
Capital, our advisor, acquisition expenses up to a maximum of 0.5% of gross
offering proceeds as reimbursement for the payment of such expenses.

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

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

Management

General

We operate under the direction of our board of directors, the members of
which are accountable to us and our stockholders as fiduciaries. The board is
responsible for the management and control of our affairs. The board has
retained Wells Capital to manage our day-to-day affairs and the acquisition and
disposition of our investments, subject to the board's supervision. Our articles
of incorporation were

31

reviewed and ratified by our board of directors, including the independent
directors, at their initial meeting. This ratification by our board of directors
was required by the NASAA Guidelines.

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

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

Any director may resign at any time and may be removed with or without
cause by the stockholders upon the affirmative vote of at least a majority of
all the votes entitled to be cast at a meeting called for the purpose of the
proposed removal. The notice of the meeting shall indicate that the purpose, or
one of the purposes, of the meeting is to determine if the director shall be
removed.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Committees of the Board of Directors

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

Audit Committee

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

Compensation Committee

Our board of directors has established a Compensation Committee to
administer the 2000 Employee Stock Option Plan, as described below, which was
approved by the stockholders at our annual stockholders meeting held June 28,
2000. The Compensation Committee is comprised of Messrs. Bell,

33

Carpenter, Carter, Keogler, Moss, Sessoms and Strickland. The primary function
of the Compensation Committee is to administer the granting of stock options to
selected employees of Wells Capital and Wells Management based upon
recommendations from Wells Capital, and to set the terms and conditions of such
options in accordance with the 2000 Employee Stock Option Plan. To date, we have
not issued any stock options under our 2000 Employee Stock Option Plan.

Advisory Committees

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

Executive Officers and Directors

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

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

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

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

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

34

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

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

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

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

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

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

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

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

35

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

Mr. Carpenter previously served as Vice Chairman of the board of
directors of both First Liberty Financial Corp. and Liberty Savings Bank, F.S.B.
and Chairman of the Audit Committee of First Liberty Financial Corp. He has been
a member of The National Association of Real Estate Investment Trusts and
formerly served as President and Chairman of the Board of Southmark Properties,
an Atlanta-based REIT which invested 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 Press, a
weekly business and political journal in Peoria, Illinois. From 1981 until 1989,
Mr. Carter was also an owner and General Manager of Transitions, Inc., a
corporate outplacement company in Atlanta, Georgia.

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

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

36

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 positions, including Vice
President-Residence for the State of Georgia from June 1979 to July 1981, Vice
President-Transitional Planning Officer from July 1981 to February 1982, Vice
President-Georgia from February 1982 to June 1989, Senior Vice
President-Regulatory and External Affairs from June 1989 to November 1991, and
Group President-Services from December 1991 until his retirement on June 30,
1997.

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

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

Mr. Strickland is a past President of the Norcross Kiwanis Club and
served as both Vice President and President of the Georgia Surplus Lines
Association. He also served as President and a director of the National
Association of Professional Surplus Lines Offices. Mr. Strickland currently
serves as a director of First Capital Bank, a community bank located in the
State of Georgia. Mr. Strickland attended Georgia

37

State University where he majored in business administration. He received his
L.L.B. degree from Atlanta Law School.

Compensation of Directors

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

Independent Director Stock Option Plan

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

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

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

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

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

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

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

One-fifth of the Initial Options were exercisable beginning on the date
we granted them, one-fifth of the Initial Options became exercisable beginning
in July 2000, one-fifth of the Initial Options became exercisable beginning in
July 2001 and an additional one-fifth of the Initial Options will become
exercisable on each anniversary of the date we granted them for a period of two
years until 100% of the

38

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.

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

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

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

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

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

Independent Director Warrant Plan

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

39

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

Employee Stock Option Plan

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

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

The Compensation Committee shall set the term of the Employee Options in
its discretion, although no Employee Option shall have a term greater than five
years from the later of (1) the date our

40

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

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

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

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

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

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

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

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

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

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

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

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

41

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

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

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

We have agreed to indemnify and hold harmless Wells Capital and its
affiliates performing services for us from specific claims and liabilities
arising out of the performance of its obligations under the advisory agreement.
As a result, we and our stockholders may be entitled to a more limited right of
action than they would otherwise have if these indemnification rights were not
included in the advisory agreement.

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

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

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

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

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

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

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

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

42

The Advisor

The advisor of the Wells REIT is Wells Capital. Wells Capital has
contractual responsibilities to the Wells REIT and its stockholders pursuant to
the advisory agreement. Some of our officers and directors are also officers and
directors of Wells Capital. (See "Conflicts of Interest.")

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

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

Leo F. Wells, III         58   President, Treasurer and sole director
------------------------------------------------------------------------------
Douglas P. Williams       51   Senior Vice President and Assistant Secretary
------------------------------------------------------------------------------
Stephen G. Franklin       54   Senior Vice President
------------------------------------------------------------------------------
Kim R. Comer              48   Vice President
------------------------------------------------------------------------------
Claire C. Janssen         39   Vice President
------------------------------------------------------------------------------
David H. Steinwedell      42   Vice President
------------------------------------------------------------------------------

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

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

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

Kim R. Comer is a Vice President of Wells Capital. He is primarily
responsible for developing, implementing and monitoring initiatives furthering
the strategic objectives of Wells Capital. He rejoined Wells Capital as National
Vice President of Marketing in April 1997 after working for Wells Capital in
similar capacities from January 1992 through September 1995. In prior positions
with Wells Capital, he served as both Vice President and Director of Customer
Care Services and Vice President of Marketing for the southeast and northeast
regions. Mr. Comer has over 10 years experience in the securities industry and
is a registered representative and financial principal with the NASD.
Additionally, he has substantial financial experience including experience as
controller and chief financial officer of two regional broker-

43

dealers. In 1976, Mr. Comer graduated with honors from Georgia State University
with a BBA degree in accounting.

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

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

David H. Steinwedell is a Vice President of Wells Capital. He is primarily
responsible for the acquisition of real estate properties. Prior to joining
Wells Capital in 2001, Mr. Steinwedell served as a principal in Steinwedell and
Associates, a capital markets advisory firm specializing in transactions and
strategic planning for commercial real estate firms. His background also
includes experience as the Executive Vice President of Investment Banking at
Jones Lang LaSalle and as Managing Director for Real Estate Investments at Aetna
Life and Casualty. He graduated from Hamilton College with a B.S. in Economics.
Mr. Steinwedell is a licensed real estate broker in Georgia and is a member of
the Urban Land Institute and NAIOP.

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 Wells Capital or by third parties. Under the terms of the
advisory agreement, Wells Capital undertakes to use its best efforts to present
to us investment opportunities consistent with our investment policies and
objectives as adopted by our board of directors. In its performance of this
undertaking, Wells Capital, either directly or indirectly by engaging an
affiliate, shall, subject to the authority of the board:

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

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

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

.    arrange for financing and refinancing of properties; and

44

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

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

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

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

.   immediately with "good reason" by Wells Capital.

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

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

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

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

Wells Capital and its affiliates expect to engage in other business
ventures and, as a result, their resources will not be dedicated exclusively to
our business. However, pursuant to the advisory agreement, Wells Capital must
devote sufficient resources to the administration of the Wells REIT to discharge
its obligations. Wells Capital may assign the advisory agreement to an affiliate
upon approval of a majority of the independent directors. We may assign or
transfer the advisory agreement to a successor entity.

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

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

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

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

45

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

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

Wells Capital must reimburse us at least annually for amounts paid to
Wells Capital in any year to the extent that such payments cause our operating
expenses to exceed the greater of (1) 2% of our average invested assets, which
consists of the average book value of our real estate properties, both equity
interests in and loans secured by real estate, before reserves for depreciation
or bad debts or other similar non-cash reserves, or (2) 25% of our net income,
which is defined as our total revenues less total operating expenses for any
given period. Operating expenses includes all expenses paid or incurred by the
Wells REIT as determined by generally accepted accounting principles, such as
(1) real estate operating costs, net of reimbursements, (2) management and
leasing fees, (3) general and administrative expenses, and (4) legal and
accounting expenses, but excludes (1) expenses of raising capital such as
organizational and offering expenses, (2) interest payments, (3) taxes, (4)
non-cash expenditures such as depreciation, amortization and bad debt reserves,
and (5) amounts payable out of capital contributions which are not treated as
operating expenses under generally accepted accounting principles such as the
acquisition and advisory fees payable to Wells Capital. To the extent that
operating expenses payable or reimbursable by us exceed this limit and the
independent directors determine that the excess expenses were justified based on
unusual and nonrecurring factors which they deem sufficient, Wells Capital may
be reimbursed in future years for the full amount of the excess expenses, or any
portion thereof, but only to the extent the reimbursement would not cause our
operating expenses to exceed the limitation in any year. Within 60 days after
the end of any of our fiscal quarters for which total operating expenses for the
12 months then ended exceed the limitation, there shall be sent to the
stockholders a written disclosure, together with an explanation of the factors
the independent directors considered in arriving at the conclusion that the
excess expenses were justified.

Wells Capital and its affiliates will be paid fees in connection with
services provided to us. (See "Management Compensation.") In the event the
advisory agreement is terminated, Wells Capital will be paid all accrued and
unpaid fees and expense reimbursements, and any subordinated acquisition fees
earned prior to the termination. We will not reimburse Wells Capital or its
affiliates for services for which Wells Capital or its affiliates are entitled
to compensation in the form of a separate fee.

Shareholdings

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

46

Affiliated Companies

Property Manager

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

-----------------------------------------------------------------
Name                  Age    Positions
-----------------------------------------------------------------
Leo F. Wells, III      58    President and Treasurer
-----------------------------------------------------------------
M. Scott Meadows       38    Senior Vice President and Secretary
-----------------------------------------------------------------
John Oliver            58    Vice President
-----------------------------------------------------------------
Michael L. Watson      59    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 a Real
Property Administrator (RPA) designation from the Building Owners and Managers
Institute International and a Certified Property Manager (CPM) designation from
the Institute of Real Estate Management.

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

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

Wells Management is engaged in the business of real estate management. It
was organized and commenced active operations in 1983 to lease and manage real
estate projects that Wells Capital and its affiliates operate or in which they
own an interest. As of _________, 2002, Wells Management was managing in excess
of ______________ square feet of office buildings and shopping centers. We will

47

pay Wells Management property management and leasing fees not exceeding the
lesser of: (A) 4.5% of gross revenues, or (B) 0.6% of the net asset value of the
properties (excluding vacant properties) owned by the Wells REIT, calculated on
an annual basis. For purposes of this calculation, net asset value shall be
defined as the excess of (1) the aggregate of the fair market value of all
properties owned by the Wells REIT (excluding vacant properties), over (2) the
aggregate outstanding debt of the Wells REIT (excluding debts having maturities
of one year or less). In addition, we may pay Wells Management a separate fee
for the one-time initial rent-up or leasing-up of newly constructed properties
in an amount not to exceed the fee customarily charged in arm's length
transactions by others rendering similar services in the same geographic area
for similar properties as determined by a survey of brokers and agents in such
area (customarily equal to the first month's rent). Wells Management will also
retain third-party property managers or subcontract manager services to
third-party property managers as it deems appropriate for certain of our
properties.

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

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

.   Wells Capital;

.   Wells Management;

.   partnerships organized by Wells Management and its affiliates; and

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

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

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, Atlanta, Georgia 30092.

Dealer Manager

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

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

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

48

IRA Custodian

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

Management Decisions

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

Management Compensation

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

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

Organizational and Offering Stage

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

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

49

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

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

Acquisition and Development Stage

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

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

Operational Stage

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

50

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

Real Estate            In connection with the sale of properties, an amount not            Actual amounts are
Commissions -          exceeding the lesser of:  (A) 50% of the reasonable, customary      dependent upon
Wells Capital or       and competitive real estate brokerage commissions customarily       results of operations
its Affiliates         paid for the sale of a comparable property in light of the size,    and therefore cannot
type and location of the property; or (B) 3.0% of the contract      be determined at the
price of each property sold, subordinated to distributions to       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;
provided however, in no event will the amounts paid under (A) or
(B) exceed an amount equal to 6.0% of the contract sales price
when combined with real estate commissions paid to unaffiliated
third parties.

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

Subordinated           Upon listing, a fee equal to 10.0% of the amount by which (1)       Actual amounts are
Incentive              the market value of the outstanding stock of the Wells REIT plus    dependent upon
Listing Fee -          distributions paid by the Wells REIT prior to listing, exceeds (2)  results of operations
Wells Capital (5)(6)   the sum of the total amount of capital raised from investors and    and therefore cannot
the amount of cash flow necessary to generate an 8.0% per year      be determined at the
cumulative, noncompounded return to investors.                      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
300,000,000 shares to the public at $10 per share and the sale of
30,000,000 shares at $10 per share pursuant to our dividend reinvestment
plan.

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

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

(4)   The subordinated participation in net sale proceeds and the subordinated
incentive listing fee to be received by Wells Capital are mutually
exclusive of each other. In the event that the Wells REIT becomes listed
and Wells Capital receives the subordinated incentive listing fee prior to
its

51

receipt of the subordinated participation in net sale proceeds, Wells
Capital shall not be entitled to any such participation in net sale
proceeds.

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

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

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

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

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

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

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

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

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

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

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

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

Since Wells Capital and its affiliates are entitled to differing levels of
compensation for undertaking different transactions on behalf of the Wells REIT
such as the property management fees for operating the properties and the
subordinated participation in net sale proceeds, Wells Capital has the ability
to affect the nature of the compensation it receives by undertaking different
transactions. However, Wells Capital is obligated to exercise good faith and
integrity in all its dealings with respect to our affairs pursuant to the
advisory agreement. (See "Management - The Advisory Agreement.")

52

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 March 31, 2002, the amount of our common
stock beneficially owned (unless otherwise indicated) by (1) any person who is
known by us to be the beneficial owner of more than 5% of the outstanding shares
of our common stock, (2) our directors, (3) our executive officers, and (4) all
of our directors and executive officers as a group.

--------------------------------------------------------------------------------
Shares Beneficially Owned
--------------------------------------------------------------------------------
Shares         Percentage
--------------------------------------------------------------------------------
Name and Address of Beneficial Owner
--------------------------------------------------------------------------------
Leo F. Wells, III                                        698                  *
6200 The Corners Parkway, Suite 250
Atlanta, GA 30092
--------------------------------------------------------------------------------
Douglas P. Williams                                     None                N/A
6200 The Corners Parkway, Suite 250
Atlanta, GA 30092
--------------------------------------------------------------------------------
John L. Bell (1)                                       1,500                  *
800 Mt. Vernon Highway, Suite 230
Atlanta, GA 30328
--------------------------------------------------------------------------------
Richard W. Carpenter (1)                               1,500                  *
Realmark Holdings Corporation
P.O. Box 421669 (30342)
5570 Glenridge Drive
Atlanta, GA 30342
--------------------------------------------------------------------------------
Bud Carter (1)                                         6,873                  *
The Executive Committee
100 Mount Shasta Lane
Alpharetta, GA 30022-5440
--------------------------------------------------------------------------------
William H. Keogler, Jr. (1)                            1,500                  *
469 Atlanta Country Club Drive
Marietta, GA 30067
--------------------------------------------------------------------------------
Donald S. Moss (1)                                    79,217                  *
114 Summerour Vale
Duluth, GA 30097
--------------------------------------------------------------------------------
Walter W. Sessoms (1)                                 38,743                  *
5995 River Chase Circle NW
Atlanta, GA 30328
--------------------------------------------------------------------------------
Neil H. Strickland (1)                                 1,785                  *
Strickland General Agency, Inc.
3109 Crossing Park
P.O. Box 129
Norcross, GA 30091
--------------------------------------------------------------------------------
All directors and executive officers                 131,816                  *
as a group/(2)/
--------------------------------------------------------------------------------

*    Less than 1% of the outstanding common stock.

(1)  Includes options to purchase up to 1,500 shares of common stock, which are
exercisable within 60 days of March 31, 2002.

(2)  Includes options to purchase an aggregate of up to 10,500 shares of common
stock, which are exercisable within 60 days of March 31, 2002.

53

Conflicts of Interest

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

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

Interests in Other Real Estate Programs

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

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

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

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

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

54

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

Other Activities of Wells Capital and its Affiliates

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

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

In addition to the real estate programs sponsored by Wells Capital and its
affiliates described above, Wells Capital and its affiliates are also sponsoring
an index mutual fund that invests in various REIT stocks known as the Wells S&P
REIT Index Fund (REIT Index Fund). The REIT Index 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.

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

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

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

Competition

Conflicts of interest will exist to the extent that we may acquire
properties in the same geographic areas where other Wells programs own
properties. In such a case, a conflict could arise in the leasing of properties
in the event that the Wells REIT and another Wells program were to compete for
the same tenants in negotiating leases, or a conflict could arise in connection
with the resale of properties in the event that the Wells REIT and another Wells
program were to attempt to sell similar properties at the same time. (See "Risk
Factors - Investment Risks"). Conflicts of interest may also exist at such time
as the Wells REIT or our affiliates managing property on our behalf seek to
employ developers, contractors or building managers as well as under other
circumstances. Wells Capital will seek to reduce conflicts relating to the
employment of developers, contractors or building managers by making prospective
employees aware of all such properties seeking to employ such persons. In
addition, Wells Capital will seek to reduce conflicts which may arise with
respect to properties available for sale or rent by making

55

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 various 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
affiliated co-venturer and, to a certain extent, the Wells REIT, agreements and
transactions between the co-venturers with respect to any such joint venture
will not have the benefit of arm's-length negotiation of the type normally
conducted between unrelated co-venturers. (See "Risk Factors - Investment
Risks.")

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

A transaction involving the purchase and sale of properties may result in
the receipt of commissions, fees and other compensation by Wells Capital and its
affiliates, including acquisition and advisory fees, the dealer manager fee,
property management and leasing fees, real estate brokerage commissions, and
participation in nonliquidating net sale proceeds. However, the fees and
compensation payable to Wells Capital and its affiliates relating to the sale of
properties are subordinated to the return to the stockholders of their capital
contributions plus cumulative returns on such capital. Subject to oversight by
our board of directors, Wells Capital has considerable discretion with respect
to all decisions relating to the terms and timing of all transactions.
Therefore, Wells Capital may have conflicts of

56

interest concerning certain actions taken on our behalf, particularly due to the
fact that such fees will generally be payable to Wells Capital and its
affiliates regardless of the quality of the properties acquired or the services
provided to the Wells REIT. (See "Management Compensation.")

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

Certain Conflict Resolution Procedures

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

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

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

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

57

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

.      the cash requirements of each program;

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

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

.      the anticipated cash flow of each program;

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

.      the size of the investment; and

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

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

Investment Objectives and Criteria

General

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

.        to maximize cash dividends paid to you;

.        to preserve, protect and return your capital contributions;

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

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

58

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

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

Acquisition and Investment Policies

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

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

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

We anticipate purchasing land for the purpose of developing the types of
commercial buildings described above. We will not invest more than 10% of the
net offering proceeds available for investment in properties in unimproved or
non-income producing properties. A property: (1) not acquired for the purpose of
producing rental or other operating income, or (2) with no development or
construction in process or planned in good faith to commence within one year
will be considered unimproved property for purposes of this limitation.

Although we are not limited as to the form our investments may take, our
investments in real estate will generally take the form of holding fee title or
a long-term leasehold estate in the properties we acquire. We will acquire such
interests either directly in Wells OP (See "The Operating Partnership
Agreement") or indirectly by acquiring membership interests in or acquisitions
of property through limited liability companies or through investments in joint
ventures, partnerships, co-tenancies or other co-ownership arrangements with
developers of properties, affiliates of Wells Capital or other persons. (See
"Joint Venture Investments" below.) We may invest in or make mortgage loans,
junior debt or subordinated mortgage loans or combinations of debt and equity,
subject to the limitations contained in

59

our articles of incorporation. In addition, we may purchase properties and lease
them back to the sellers of such properties. While we will use our best efforts
to structure any such sale-leaseback transaction such that the lease will be
characterized as a "true lease" so that we will be treated as the owner of the
property for federal income tax purposes, we cannot assure you that the IRS will
not challenge such characterization. In the event that any such sale-leaseback
transaction is recharacterized as a financing transaction for federal income tax
purposes, deductions for depreciation and cost recovery relating to such
property would be disallowed. (See "Federal Income Tax Considerations -
Sale-Leaseback Transactions.")

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

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

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

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

.    plans and specifications;

.    environmental reports;

.    surveys;

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

.    title and liability insurance policies; and

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

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

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

In determining whether to purchase a particular property, we may, in
accordance with customary practices, obtain an option on such property. The
amount paid for an option, if any, is normally

60

surrendered if the property is not purchased and is normally credited against
the purchase price if the property is purchased.

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

.     changes in general economic or local conditions;

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

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

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

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

.     tenant turnover; and

.     general overbuilding or excess supply in the market area.

Development and Construction of Properties

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

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

Terms of Leases and Tenant Creditworthiness

The terms and conditions of any lease we enter into with our tenants may
vary substantially from those we describe in this prospectus. However, we expect
that a majority of our leases will be what is generally referred to as "triple
net" leases. A "triple net" lease provides that in addition to making its lease
payments, 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.

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

61

$100,000,000 or whose lease obligations are guaranteed by another corporation or
entity with a net worth in excess of $100,000,000. As of ____________, 2002,
approximately ___% of the aggregate gross rental income of the Wells REIT was
derived from tenants which are corporations, each of which at the time of lease
execution had a net worth of at least $100,000,000 or whose lease obligations
were guaranteed by another corporation having a net worth of at least
$100,000,000.

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

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

Joint Venture Investments

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

At such time as Wells Capital enters 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 investment
transaction. We may only enter into joint ventures with other Wells programs for
the acquisition of properties if:

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

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

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

In the event that the co-venturer were to elect to sell property held in any
such joint venture, however, we may not have sufficient funds to exercise our
right of first refusal to buy the other co-venturer's interest in the property
held by the joint venture. In the event that any joint venture with an
affiliated entity holds interests in more than one property, the interest in
each such property may be specially allocated based upon the respective
proportion of funds invested by each co-venturer in each such property. Our
entering

62

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.")

Section 1031 Exchange Program

Wells Development Corporation (Wells Development), an affiliate of Wells
Capital, our advisor, intends to form 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. We anticipate that Wells Development will sponsor a series of private
placement offerings of interests in limited liability companies owning
co-tenancy interests in various properties to 1031 Participants.

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

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

As set forth above, pursuant to the terms of these contractual
arrangements, Wells OP will be obligated to purchase co-tenancy interests in
certain properties offered to 1031 Participants to the extent co-tenancy
interests remain unsold at the end of the offering. All purchasers of co-tenancy
interests, including Wells OP in the event that it is required to purchase
co-tenancy interests, will be required to execute a tenants in common agreement
with the other purchasers of co-tenancy interests in that particular property
and a property management agreement providing for the property management and
leasing of the

63

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

Borrowing Policies

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

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

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

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

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

We may not borrow money from any of our directors or from Wells Capital and
its affiliates for the purpose of acquiring real properties. Any loans by such
parties for other purposes must be approved by a majority of our directors,
including a majority of the independent directors, not otherwise interested in
the transaction, as fair, competitive and commercially reasonable and no less
favorable to the Wells REIT than comparable loans between unaffiliated parties.

64

Disposition Policies

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

.    the tenant has involuntarily liquidated;

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

.    an opportunity has arisen to improve other properties;

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

.    the tenant is in default under the lease; or

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

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

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

Investment Limitations

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

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

65

.    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 for exceeding such limit because of the presence
of other underwriting criteria;

.    invest in equity securities unless a majority of Directors (including
a majority of Independent Directors) not otherwise interested in the
transaction approve such investment as being fair, competitive and
commercially reasonable;

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

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

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

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

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

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

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

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

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

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

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

66

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

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

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

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

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

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

Change in Investment Objectives and Limitations

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

Description of Real Estate Investments

General

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

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

Agilent Boston     Agilent Technologies, Inc.     Boxborough, MA          100%      $31,742,274     174,585    $3,578,993
----------------------------------------------------------------------------------------------------------------------------
Experian/TRW       Experian Information           Allen, TX               100%      $35,150,000     292,700    $3,438,277
Solutions, Inc.
----------------------------------------------------------------------------------------------------------------------------
BellSouth Ft.      BellSouth Advertising and      Ft. Lauderdale, FL      100%      $ 6,850,000      47,400    $  747,033
Lauderdale         Publishing Corporation
----------------------------------------------------------------------------------------------------------------------------

67

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

Agilent Atlanta       Agilent Technologies,        Alpharetta, GA           100%   $ 15,100,000    101,207    $1,344,905
Inc. Koninklijke Philips                                                                $  692,391
Electronics N.V.
-----------------------------------------------------------------------------------------------------------------------------
Travelers Express     Travelers Express            Lakewood, CO             100%   $ 10,395,845     68,165    $1,012,250
Denver                Company, Inc.
-----------------------------------------------------------------------------------------------------------------------------
Dana Kalamazoo        Dana Corporation             Kalamazoo, MI            100%   $ 41,950,000    147,004    $1,842,800
-----------------------------------------------------------------------------------------------------------------------------
Dana Detroit          Dana Corporation             Farmington               100%   (see above)(1)  112,480    $2,330,600
Hills, MI
-----------------------------------------------------------------------------------------------------------------------------
Novartis Atlanta      Novartis Opthalmics, Inc.    Duluth, GA               100%   $ 15,000,000    100,087    $1,426,240
-----------------------------------------------------------------------------------------------------------------------------
Transocean Houston    Transocean Deepwater         Houston, TX              100%   $ 22,000,000    103,260    $2,110,035
Offshore Drilling, Inc.                                                       52,731    $1,153,227
Newpark Drilling Fluids,
Inc.
-----------------------------------------------------------------------------------------------------------------------------
Arthur Andersen       Arthur Andersen LLP          Sarasota, FL             100%   $ 21,400,000    157,700    $1,988,454
-----------------------------------------------------------------------------------------------------------------------------
Windy Point I         TCI Great Lakes, Inc.        Schaumburg, IL           100%   $ 32,225,000    129,157    $2,067,204
The Apollo Group, Inc.                                        (2)             28,322    $  477,226
Global Knowledge Network                                                      22,028    $  382,307
Various other tenants                                                          8,884    $  160,000
-----------------------------------------------------------------------------------------------------------------------------
Windy Point II        Zurich American Insurance    Schaumburg, IL           100%   $ 57,050,000    300,034    $5,091,577
(2)
-----------------------------------------------------------------------------------------------------------------------------
Convergys             Convergys Customer           Tamarac, FL              100%   $ 13,255,000    100,000    $1,248,192
Management Group, Inc.
-----------------------------------------------------------------------------------------------------------------------------
ADIC                  Advanced Digital             Parker, CO              68.2%   $ 12,954,213    148,204    $1,222,683
Information Corporation
-----------------------------------------------------------------------------------------------------------------------------
Lucent                Lucent Technologies, Inc.    Cary, NC                 100%   $ 17,650,000    120,000    $1,800,000
-----------------------------------------------------------------------------------------------------------------------------
Ingram Micro          Ingram Micro, L.P.           Millington, TN           100%   $ 21,050,000    701,819    $2,035,275
-----------------------------------------------------------------------------------------------------------------------------
Nissan (3)            Nissan Motor Acceptance      Irving, TX               100%   $  5,545,700    268,290    $4,225,860(4)
Corporation
-----------------------------------------------------------------------------------------------------------------------------
IKON                  IKON Office Solutions, Inc.  Houston, TX              100%   $ 20,650,000    157,790    $2,015,767
-----------------------------------------------------------------------------------------------------------------------------
State Street          SSB Realty, LLC              Quincy, MA               100%   $ 49,563,000    234,668    $6,922,706
-----------------------------------------------------------------------------------------------------------------------------
AmeriCredit           AmeriCredit Financial        Orange Park, FL         68.2%   $ 12,500,000     85,000    $1,303,050
Services Corporation
-----------------------------------------------------------------------------------------------------------------------------
Comdata               Comdata Network, Inc.        Brentwood, TN           55.0%   $ 24,950,000    201,237    $2,458,638
-----------------------------------------------------------------------------------------------------------------------------
AT&T Oklahoma         AT&T Corp.                   Oklahoma City, OK       55.0%   $ 15,300,000    103,500    $1,242,000
Jordan Associates, Inc.                                                       25,000    $  294,500
-----------------------------------------------------------------------------------------------------------------------------
Metris Minnesota      Metris Direct, Inc.          Minnetonka, MN           100%   $ 52,800,000    300,633    $4,960,445
-----------------------------------------------------------------------------------------------------------------------------
Stone & Webster       Stone & Webster, Inc.        Houston, TX              100%   $ 44,970,000    206,048    $4,533,056
SYSCO Corporation                                                            106,516    $2,130,320
-----------------------------------------------------------------------------------------------------------------------------
Motorola              Motorola, Inc.               S. Plainfield, NJ        100%   $ 33,648,156    236,710    $3,324,428
Plainfield
-----------------------------------------------------------------------------------------------------------------------------
Quest                 Quest Software, Inc.         Irvine, CA              15.8%   $  7,193,000     65,006    $1,287,119
-----------------------------------------------------------------------------------------------------------------------------
Delphi                Delphi Automotive            Troy, MI                 100%   $ 19,800,000    107,193    $1,901,952
Systems, LLC
-----------------------------------------------------------------------------------------------------------------------------
Avnet                 Avnet, Inc.                  Tempe, AZ                100%   $ 13,250,000    132,070    $1,516,164
-----------------------------------------------------------------------------------------------------------------------------
Siemens               Siemens Automotive Corp.     Troy, MI                56.8%   $ 14,265,000     77,054    $1,374,643
-----------------------------------------------------------------------------------------------------------------------------
Motorola Tempe        Motorola, Inc.               Tempe, AZ                100%   $ 16,000,000    133,225    $1,843,834
-----------------------------------------------------------------------------------------------------------------------------
ASML                  ASM Lithography, Inc.        Tempe, AZ                100%   $ 17,355,000     95,133    $1,927,788
-----------------------------------------------------------------------------------------------------------------------------
Dial                  Dial Corporation             Scottsdale, AZ           100%   $ 14,250,000    129,689    $1,387,672
-----------------------------------------------------------------------------------------------------------------------------
Metris Tulsa          Metris Direct, Inc.          Tulsa, OK                100%   $ 12,700,000    101,100    $1,187,925
-----------------------------------------------------------------------------------------------------------------------------
Cinemark              Cinemark USA, Inc.           Plano, TX                100%   $ 21,800,000     65,521    $1,366,491
The Coca-Cola Company                                                         52,587    $1,354,184
-----------------------------------------------------------------------------------------------------------------------------
Gartner               The Gartner Group, Inc.      Ft. Myers, FL           56.8%   $  8,320,000     62,400    $  830,656
-----------------------------------------------------------------------------------------------------------------------------

68

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

Videojet              Videojet Technologies,      Wood Dale, IL       100%      $ 32,630,940        250,354     $ 3,376,746
Technologies          Inc.
Chicago
--------------------------------------------------------------------------------------------------------------------------------
Johnson Matthey       Johnson Matthey, Inc.       Wayne, PA          56.8%      $  8,000,000        130,000     $   828,750
--------------------------------------------------------------------------------------------------------------------------------
Alstom Power          Alstom Power, Inc.          Midlothian, VA      100%      $ 11,400,000         99,057     $ 1,213,324
Richmond (3)
--------------------------------------------------------------------------------------------------------------------------------
Sprint                Sprint Communications       Leawood, KS        56.8%      $  9,500,000         68,900     $   999,048
Company, L.P.
--------------------------------------------------------------------------------------------------------------------------------
EYBL CarTex           EYBL CarTex, Inc.           Fountain Inn, SC   56.8%      $  5,085,000        169,510     $   550,908
--------------------------------------------------------------------------------------------------------------------------------
Matsushita (3)        Matsushita Avionics         Lake Forest, CA     100%      $ 18,431,206        144,906     $ 2,005,464
Systems Corporation
--------------------------------------------------------------------------------------------------------------------------------
AT&T Pennsylvania     Pennsylvania Cellular       Harrisburg, PA      100%      $ 12,291,200         81,859     $ 1,442,116
Telephone Corp.
--------------------------------------------------------------------------------------------------------------------------------
PwC                   PricewaterhouseCoopers,     Tampa, FL           100%      $ 21,127,854        130,091     $ 2,093,382
LLP
--------------------------------------------------------------------------------------------------------------------------------
Cort Furniture        Cort Furniture Rental       Fountain           44.0%      $  6,400,000         52,000     $   834,888
Corporation                 Valley, CA
--------------------------------------------------------------------------------------------------------------------------------
Fairchild             Fairchild Technologies      Fremont, CA        77.5%      $  8,900,000         50,756     $   849,744
U.S.A., Inc.
--------------------------------------------------------------------------------------------------------------------------------
Avaya                 Avaya, Inc.                 Oklahoma            3.7%      $  5,504,276         57,186     $   536,977
City, OK
--------------------------------------------------------------------------------------------------------------------------------
Iomega                Iomega Corporation          Ogden, UT           3.7%      $  5,025,000        108,250     $   659,868
--------------------------------------------------------------------------------------------------------------------------------
Interlocken           ODS Technologies, L.P.      Broomfield, CO      3.7%      $  8,275,000         51,975     $   849,744
and GAIAM, Inc.
--------------------------------------------------------------------------------------------------------------------------------
Ohmeda                Ohmeda, Inc.                Louisville, CO      3.7%      $ 10,325,000        106,750     $ 1,004,520
--------------------------------------------------------------------------------------------------------------------------------
Alstom Power          Alstom Power, Inc.          Knoxville, TN       3.7%      $  7,900,000         84,404     $ 1,106,520
Knoxville
--------------------------------------------------------------------------------------------------------------------------------
TOTALS                                                                          $929,427,664      7,448,095     $99,665,006(4)
--------------------------------------------------------------------------------------------------------------------------------

(1)   Dana Kalamazoo and Dana Detroit were purchased for an aggregate purchase
price of $41,950,000.

(2)   Windy Point I and Windy Point II were purchased for an aggregate purchase
price of $89,275,000.

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

(4)   Total annual rent does not include $4,225,860 annual rent for Nissan
Property, which does not take effect until construction of the building is
completed and the tenant is occupying the building.

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

69

Geographic Diversification Table

The following table shows a list of 49 real estate investments we owned as
of May 25, 2002, grouped by the state where each of our investments are located.

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

Arizona                     4     $60,855,000     6.5%        490,117       6.6%       $6,675,458     6.7%
-----------------------------------------------------------------------------------------------------------
California                  4     $40,924,206     4.4%        312,668       4.2%       $4,977,215     5.0%
-----------------------------------------------------------------------------------------------------------
Colorado                    4     $41,950,058     4.5%        375,094       5.0%       $4,089,197     4.1%
-----------------------------------------------------------------------------------------------------------
Florida                     6     $83,452,854     9.0%        582,591       7.8%       $8,210,767     8.2%
-----------------------------------------------------------------------------------------------------------
Georgia                     2     $30,100,000     3.2%        201,294       2.7%       $3,403,536     3.4%
-----------------------------------------------------------------------------------------------------------
Illinois                    2    $121,905,940    13.1%        738,779       9.9%      $11,555,060    11.6%
-----------------------------------------------------------------------------------------------------------
Kansas                      1      $9,500,000     1.0%         68,900       0.9%         $999,048     1.0%
-----------------------------------------------------------------------------------------------------------
Massachusetts               2     $81,305,274     8.7%        409,213       5.5%      $10,501,699    10.5%
-----------------------------------------------------------------------------------------------------------
Michigan                    4     $76,015,000     8.2%        443,731       6.0%       $7,449,995     7.5%
-----------------------------------------------------------------------------------------------------------
Minnesota                   1     $52,800,000     5.7%        300,633       4.0%       $4,960,445     5.0%
-----------------------------------------------------------------------------------------------------------
New Jersey                  1     $33,648,156     3.6%        236,710       3.2%       $3,324,428     3.3%
-----------------------------------------------------------------------------------------------------------
North Carolina              1     $17,650,000     1.9%        120,000       1.6%       $1,800,000     1.8%
-----------------------------------------------------------------------------------------------------------
Oklahoma                    3     $33,504,276     3.6%        286,786       3.9%       $3,261,402     3.3%
-----------------------------------------------------------------------------------------------------------
Pennsylvania                2     $20,291,200     2.2%        211,859       2.8%       $2,270,866     2.3%
-----------------------------------------------------------------------------------------------------------
South Carolina              1      $5,085,000     0.5%        169,510       2.3%         $550,908     0.6%
-----------------------------------------------------------------------------------------------------------
Tennessee                   3     $53,900,000     5.8%        987,460      13.3%       $5,600,433     5.6%
-----------------------------------------------------------------------------------------------------------
Texas                       6    $150,115,700    16.2%      1,305,443      17.5%     *$18,101,357    18.2%
-----------------------------------------------------------------------------------------------------------
Utah                        1      $5,025,000     0.5%        108,250       1.5%         $659,868     0.7%
-----------------------------------------------------------------------------------------------------------
Virginia                    1     $11,400,000     1.2%         99,057       1.3%       $1,213,324     1.2%
-----------------------------------------------------------------------------------------------------------
Total                      49    $929,427,664     100%      7,448,095       100%      $99,665,006     100%
-----------------------------------------------------------------------------------------------------------

-----------------------
* - Does not include $4,225,860 annual rent from the Nissan Project, located in
Irving, Texas, which is not yet completed.

Lease Expiration Table

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

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

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

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

70

Joint Ventures with Affiliates

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

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

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

Fund XIII-REIT Joint Venture   Wells Operating Partnership, L.P.   AmeriCredit Building
Wells Real Estate Fund XIII, L.P.   ADIC Buildings
----------------------------------------------------------------------------------------------------------------
Fund XII-REIT Joint Venture    Wells Operating Partnership, L.P.   Siemens Building
Wells Real Estate Fund XII, L.P.    AT&T Oklahoma Buildings
Comdata Building
----------------------------------------------------------------------------------------------------------------
Fund XI-XII-REIT Joint         Wells Operating Partnership, L.P.   EYBL CarTex Building
Venture                        Wells Real Estate Fund XI, L.P.     Sprint Building
Wells Real Estate Fund XII, L.P.    Johnson Matthey Building
Gartner Building
----------------------------------------------------------------------------------------------------------------
Fund IX-X-XI-REIT Joint        Wells Operating Partnership, L.P.   Alstom Power Knoxville Building
Venture                        Wells Real Estate Fund IX, L.P.     Ohmeda Building
Wells Real Estate Fund X, L.P.      Interlocken Building
Wells Real Estate Fund XI, L.P.     Avaya Building
Iomega Building
----------------------------------------------------------------------------------------------------------------
Wells/Freemont Associates      Wells Operating Partnership, L.P.   Fairchild Building
Joint Venture (Freemont        Fund X-XI Joint Venture
Joint Venture)
----------------------------------------------------------------------------------------------------------------
Wells/Orange County            Wells Operating Partnership, L.P.   Cort Furniture Building
Associates Joint Venture       Fund X-XI Joint Venture
(Orange County Joint Venture)
----------------------------------------------------------------------------------------------------------------
Fund VIII-IX-REIT Joint        Wells Operating Partnership, L.P.   Quest Building
Venture                        Fund VIII-IX Joint Venture
----------------------------------------------------------------------------------------------------------------

The Wells Fund XIII - REIT Joint Venture

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

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

The Wells Fund XII-REIT Joint Venture

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

71

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

The Wells Fund XI-Fund XII-REIT Joint Venture

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

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

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

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

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

The Fremont Joint Venture

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

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

72

The Cort Joint Venture

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

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

The Wells Fund VIII-Fund IX-REIT Joint Venture

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

----------------------------------------------------------------------
Joint Venture Partner    Capital Contributions     Equity Interest
----------------------------------------------------------------------
Wells OP                       $1,282,111               15.1%
----------------------------------------------------------------------
Wells Fund VIII                $3,608,109               42.4%
----------------------------------------------------------------------
Wells Fund IX                  $3,620,316               42.5%
----------------------------------------------------------------------

General Provisions of Joint Venture Agreements

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

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

73

Description of Properties

Agilent Boston Building

Wells OP purchased the Agilent Boston Building on May 3, 2002 for a
purchase price of $31,742,274. The Agilent Boston Building, which was built in
2002, is a three-story office building containing 174,585 rentable square feet
located in Boxborough, Middlesex County, Massachusetts. Wells OP assumed the
obligation, as the landlord, to provide Agilent $3,407,496 for tenant
improvements.

The entire Agilent Boston Building is leased to Agilent Technologies,
Inc. (Agilent). Agilent is a major producer of measuring and monitoring devices,
semiconductor products and chemical analysis tools for communications and life
sciences companies, such as Internet service providers and biopharmaceutical
companies. Agilent reported a net worth, as of January 31, 2002, of
approximately $5.4 billion.

The Agilent Boston lease is a net lease that commenced in May 2001 and
expires in May 2011. The current annual base rent payable under the Agilent
Boston lease is $3,578,993. Agilent, at its option, has the right to extend the
initial term of its lease for one additional five-year period at a rate equal to
the greater of (1) the then-current market rental rate, or (2) 75% of the annual
base rent in the final year of the initial term of the Agilent Boston lease. In
addition, Agilent may terminate the lease at the end of the seventh lease year
by paying a $4,190,000 termination fee.

Experian/TRW Buildings

Wells OP purchased the Experian/TRW Buildings on May 1, 2002 for a
purchase price of $35,150,000. The Experian/TRW Buildings, which were built in
1982 and 1993 respectively, are two two-story office buildings containing
292,700 rentable square feet located in Allen, Texas.

The Experian/TRW Buildings are both leased to Experian Information
Solutions, Inc. (Experian). Experian is an information services company that
uses decision-making software and comprehensive databases of information on
consumers, businesses, motor vehicles and property to provide companies with
information about their customers. TRW, Inc. (TRW), who remains an obligor on
the Experian lease, is a global technology, manufacturing and service company
that provides advanced technology, systems, and services to customers worldwide.
TRW reported a net worth, as of March 31, 2002, of approximately $2.24 billion.

The Experian lease is a net lease that commenced in April 1993 and
expires in October 2010. The current annual base rent payable under the Experian
lease is $3,438,277. Experian, at its option, has the right to extend the
initial term of its lease for four additional five-year periods at 95% of the
then-current market rental rate. TRW, Inc., the original tenant on the Experian
lease, assigned its interest in the Experian lease to Experian in 1996 but
remains as an obligor of the Experian lease.

BellSouth Ft. Lauderdale Building

Wells OP purchased the BellSouth Ft. Lauderdale Building on April 18,
2002 for a purchase price of $6,850,000. The BellSouth Ft. Lauderdale Building,
which was built in 2001, is a one-story office building containing 47,400
rentable square feet located in Ft. Lauderdale, Florida.

The entire BellSouth Ft. Lauderdale Building is leased to BellSouth
Advertising and Publishing Corporation (BellSouth). BellSouth is a major
provider of print directories throughout the southeastern states and markets
served by BellSouth Corporation, which is BellSouth's parent.

74

The BellSouth lease is a net lease that commenced in July 2001 and
expires in July 2008. The current annual base rent payable under the BellSouth
lease is $747,033. BellSouth, at its option, has the right to extend the initial
term of its lease for three additional five-year periods at 95% of the
then-current market rental rate.

Agilent Atlanta Building

Wells OP purchased the Agilent Atlanta Building on April 18, 2002 for a
purchase price of $15,100,000. The Agilent Atlanta Building, which was built in
2001, is a two-story office building containing 101,207 rentable square feet
located in Alpharetta, Georgia.

Agilent Technologies, Inc. (Agilent) leases 66,811 rentable square feet
of the Agilent Atlanta Building (66%). Agilent is a major producer of measuring
and monitoring devices, semiconductor products and chemical analysis tools for
communications and life sciences companies, such as Internet service providers
and biopharmaceutical companies. Agilent reported a net worth, as of January 31,
2002, of approximately $5.4 billion.

The Agilent Atlanta lease commenced in September 2001 and expires in
September 2011. The initial annual base rent payable under the Agilent Atlanta
lease is $1,344,905. Agilent, at its option, has the right to extend the initial
term of its lease for either (1) one additional three-year period, or (2) one
additional five-year period, at the then-current market rental rate. In
addition, Agilent may terminate the lease at the end of the seventh lease year
by paying a $763,650 termination fee.

Koninklijke Philips Electronics N.V. (Philips) leases 34,396 rentable
square feet of the Agilent Atlanta Building (34%). Philips is one of the world's
largest electronics companies and is a global leader in color television sets,
lighting, electric shavers, medical diagnostic imaging, patient monitoring and
one-chip TV products. Philips reported a net worth, as of March 31, 2002, of
approximately $16.47 billion.

The Philips lease commenced in September 2001 and expires in September
2011. The current annual base rent payable under the Philips lease is $692,391.
Philips, at its option, has the right to extend the initial term of its lease
for either (1) one additional three-year period, or (2) one additional five-year
period, at the then-current market rental rate. In addition, Philips may
terminate the lease at the end of the seventh lease year by paying a $393,146
termination fee.

Travelers Express Denver Buildings

Wells OP purchased the Travelers Express Denver Buildings on April 10,
2002 for a purchase price of $10,395,845. The Travelers Express Buildings, which
were built in 2002, are two connected one-story office buildings containing
68,165 rentable square feet located in Lakewood, Metropolitan Denver, Colorado.

The Travelers Express Denver Buildings are leased to Travelers Express
Company, Inc. (Travelers). Travelers is the largest money order processor and
second largest money-wire transfer company in the nation, processing more than
775 million transactions per year, including official checks and share drafts
for financial institutions. Travelers is a wholly owned subsidiary of Viad
Corporation, a public company whose shares are traded on the NYSE.

The Travelers lease commenced in April 2002 and expires in March 2012.
The current annual base rent payable under the Travelers lease is $1,012,250.
Travelers, at its option, has the right to extend the initial term of its lease
for two additional five-year periods. The annual base rent for the first three
years of the first renewal term shall be $19 per rentable square foot and the
annual base rent for the last

75

two years shall be $20.50 per rentable square foot. The annual base rent for the
second renewal term shall be at the then-current market rental rate for each
year of the renewal term. In addition, Travelers may terminate the Travelers
lease at the end of the seventh lease year by paying a termination fee of
$1,040,880. Travelers also has the right to expand the Travelers Express Denver
Buildings between 10% and 20% by providing notice on or before May 1, 2004,
subject to certain limitations and potential acceleration.

Dana Corporation Buildings

Wells OP purchased the Dana Corporation Buildings on March 29, 2001 for
a purchase price of $41,950,000. The Dana Kalamazoo Building, which was built in
1999, is a two-story office and industrial building containing 147,004 rentable
square feet located in Kalamazoo, Michigan. The Dana Detroit Building, which was
built in 1999, is a three-story office and research and development building
containing 112,480 rentable square feet located in Farmington Hills, Michigan.
Wells OP purchased the Dana Corporation Buildings by purchasing all of the
membership interests in two Delaware limited liability companies each of which
owned one of the buildings.

The Dana Corporation Buildings are leased to Dana Corporation (Dana).
Dana is one of the world's largest suppliers of components, modules and complete
systems to global vehicle manufacturers and their related aftermarkets. Dana
operates approximately 300 major facilities in 34 countries and employs
approximately 70,000 people. Dana reported a net worth, as of December 31, 2001,
of approximately $1.9 billion.

The Dana Kalamazoo lease commenced in October 2001 and expires in
October 2021. The current annual base rent payable under the Dana Kalamazoo
lease is $1,842,800. Dana, at its option, has the right to extend the initial
term of its lease for six additional five-year periods at the then-current
market rental rate. Dana may terminate the lease at any time during the initial
lease term after the sixth lease year and before the 19th lease year, subject to
certain conditions.

The Dana Detroit lease commenced in October 2001 and expires in October
2021. The current annual base rent payable under the Dana Detroit lease is
$2,330,600. Dana, at its option, has the right to extend the initial term of its
lease for six additional five-year periods at the then-current market rental
rate. Dana may terminate the lease at any time during the initial lease term
after the 11th lease year, subject to certain conditions.

Novartis Atlanta Building

Wells OP purchased the Novartis Atlanta Building on March 28, 2002 for
a purchase price of $15,000,000. The Novartis Atlanta Building, which was built
in 2001, is a four-story office building containing 100,087 rentable square feet
located in Duluth, Metropolitan Atlanta, Georgia.

The Novartis Atlanta Building is leased to Novartis Opthalmics, Inc.
(Novartis). The Novartis lease is guaranteed by Novartis' parent company,
Novartis Corporation. Novartis Corporation, a public company whose shares are
traded on the NYSE, is a world leader in healthcare with core businesses in
pharmaceuticals, consumer health, generics, eye-care and animal health. Novartis
Corporation reported a net worth, as of December 31, 2001, of approximately
$28.1 billion.

The Novartis lease commenced in August 2001 and expires in July 2011.
The current annual base rent payable under the Novartis lease is $1,426,240.
Novartis, at its option, has the right to extend the initial term of its lease
for three additional five-year periods at the then-current market rental rate.
In

76

addition, Novartis may terminate the lease at the end of the fifth lease year by
paying a $1,500,000 termination fee.

Transocean Houston Building

Wells OP purchased the Transocean Houston Building on March 15, 2002
for a purchase price of $22,000,000. The Transocean Houston Building, which was
built in 1999, is a six-story office building containing 155,991 rentable square
feet located in Houston, Texas.

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

The Transocean lease commenced in December 2001 and expires in March
2011. Transocean, at its option, has the right to extend the initial term of its
lease for either (1) two additional five-year periods, or (2) one additional
ten-year period, at the then-current market rental rate. In addition, Transocean
has an expansion option and a right of first refusal for up to an additional
52,731 rentable square feet. The current annual base rent payable under the
Transocean lease is $2,110,035.

Newpark Drilling Fluids, Inc. (Newpark) leases the remaining 52,731
rentable square feet (33%) of the Transocean Houston Building. Newpark is a full
service drilling fluids processing, management and waste disposal company. The
Newpark lease is guaranteed by Newpark Resources, Inc., which provides drilling
fluids services to the oil and gas production industry, primarily in North
America. Newpark Resources, Inc. reported a net worth, as of December 31, 2001,
of approximately $294 million.

The Newpark lease commenced in August 1999 and expires in October 2009.
The current annual base rent payable for the Newpark lease is $1,153,227.

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

Arthur Andersen Building

Wells OP purchased the Arthur Andersen Building on January 11, 2002 for
a purchase price of $21,400,000. The Arthur Andersen Building, which was built
in 1999, is a three-story office building containing 157,700 rentable square
feet located in Sarasota, Florida. Wells OP purchased the Arthur Andersen
Building from Sarasota Haskell, LLC, which is not in any way affiliated with the
Wells REIT, our Advisor or Arthur Andersen, LLP, the tenant at the property.

The Arthur Andersen Building is leased to Arthur Andersen LLP
(Andersen). In March, 2002, the Department of Justice indicted Andersen on
federal obstruction of justice charges arising from the government's
investigation of Enron Corporation. It is possible that events arising out of
the indictment or other events relating to Andersen may adversely affect the
ability of Andersen to fulfill its obligations as tenant under the Andersen
lease. The Andersen lease commenced in November 1998 and expires in October
2009. Andersen has the right to extend the initial 10-year term of this lease
for two additional five-year periods at 90% of the then-current market rental
rate. The current annual base rent payable under the Andersen lease is
$1,988,454. The average effective annual rental per square foot at the Arthur
Andersen Building is $12.72 for 2002, our first year of ownership.

77

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

Windy Point Buildings

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

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

The Windy Point Buildings are currently leased as follows:

-------------------------------------------------------------------------------------------------------
Tenant                             Building             Rentable Sq. Ft.    Percentage of Building
-------------------------------------------------------------------------------------------------------

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

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

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

78

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

Apollo is an Arizona corporation having its corporate headquarters in
Phoenix, Arizona. Apollo provides higher education programs to working adults
through its subsidiaries, the University of Phoenix, Inc., the Institute for
Professional Development, the College for Financial Planning Institutes
Corporation and Western International University, Inc. Apollo offers educational
programs and services at 58 campuses and 102 learning centers in 36 states,
Puerto Rico, and Vancouver, British Columbia. Apollo reported a net worth as of
February 28, 2002, of approximately $559 million.

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

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

Zurich American Insurance Company, Inc. (Zurich) leases the entire
300,034 rentable square feet of the Windy Point II building. The Zurich lease
commenced in September 2001 and expires in August 2011. Zurich has the right to
extend the initial 10-year term of its lease for two additional five-year
periods at 95% of the then-current market rental rate. The current annual base
rent payable under the Zurich lease is $5,091,577.

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

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

Convergys Building

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

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The Convergys Building is leased to Convergys Customer Management
Group, Inc. (Convergys) The Convergys lease is guaranteed by Convergys' parent
company, Convergys Corporation, which is an Ohio corporation traded on the NYSE
having its corporate headquarters in Cincinnati, Ohio. Convergys Corporation
provides outsourced billing and customer care services in the United States,
Canada, Latin America, Israel and Europe. Convergys Corporation reported a net
worth, as of December 31, 2001, of approximately $1.23 billion.

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

ADIC Buildings

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

The ADIC Buildings are currently leased to Advanced Digital Information
Corporation (ADIC), which lease does not include the Additional ADIC Land. ADIC
is a Washington corporation traded on NASDAQ having its corporate headquarters
in Redmond, Washington and regional management centers in Englewood, Colorado;
Bohmenkirch, Germany; and Paris, France. ADIC manufactures data storage systems
and specialized storage management software and distributes these products
through its relationships with original equipment manufacturers such as IBM,
Sony, Fujitsu, Siemens and Hewlett-Packard. ADIC reported a net worth, as of
January 31, 2002, of approximately $335 million.

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

Lucent Building

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

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

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

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Ingram Micro Building

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

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

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

Ingram Micro, Inc. (Micro) is the general partner of Ingram and a
guarantor on the Ingram lease. Micro, whose shares are traded on the NYSE, has
its corporate headquarters in Santa Ana, California. Micro provides technology
products and supply chain management services through wholesale distribution. It
targets three different market segments, including corporate resellers, direct
and consumer marketers, and value-added resellers. Micro's worldwide business
consists of approximately 14,000 associates and operations in 36 countries.
Micro reported a net worth, as of December 29, 2001, of approximately $1.87
billion.

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

Nissan Property

Purchase of the Nissan Property. The Nissan Property is a build-to-suit
property located in Irving Texas which we purchased on September 19, 2001 for a
purchase price of $5,545,700. We commenced construction on a three-story office
building containing approximately 268,000 rentable square feet (Nissan Project)
in January 2002. Wells OP obtained a construction loan in the amount of
$32,400,000 from Bank of America, N.A. (BOA), to fund the construction of a
building on the Nissan Project.

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Wells OP entered into a development agreement, an architect agreement and a
design and build agreement to construct the Nissan Project on the Nissan
Property.

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

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

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

The Construction Agreement provides that Wells OP will pay the Contractor a
maximum of $25,326,017 for the construction of the Nissan Project that includes
all estimated fees and costs including the architect fees. The Contractor will
be responsible for all costs of labor, materials, construction equipment and
machinery necessary for completion of the Nissan Project. In addition, the
Contractor will be required to secure and pay for any additional business
licenses, tap fees and building permits which may be necessary for construction
of the Nissan Project.

Nissan Lease. The Nissan Property is leased to Nissan Motor Acceptance
Corporation (Nissan), a California corporation with its corporate headquarters
in Torrance, California. Nissan is a wholly-owned subsidiary of Nissan North
America, Inc. (NNA), a guarantor of Nissan's lease. NNA is a California
corporation, with headquarters in Gardenia, California. NNA handles the North
American business sector of its Japanese parent, Nissan Motor Company, Ltd.
NNA's business activities include design, development, manufacturing and
marketing of Nissan vehicles in North America. As a subsidiary of NNA, Nissan
purchases retail and lease contracts from, and provides wholesale inventory and
mortgage loan financing to, Nissan and Infiniti retailers. Nissan Motor Company,
Ltd. reported a net worth, as of September 30, 2001, of approximately $8.9
billion.

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

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IKON Buildings

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

The IKON Buildings are leased to IKON Office Solutions, Inc. (IKON). IKON
provides business communication products such as copiers and printers, as well
as services such as distributed printing, facilities management, network design,
e-business development and technology training. IKON's customers include various
sized businesses, professional firms and government agencies. IKON distributes
products manufactured by companies such as Microsoft, IBM, Canon, Novell and
Hewlett-Packard. IKON reported a net worth, as of December 31, 2001, of
approximately $1.43 billion.

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

State Street Building

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

The State Street Building is leased to SSB Realty, LLC (SSB Realty). SSB
Realty is a wholly-owned subsidiary of State Street Corporation, a Massachusetts
corporation (State Street). State Street, a guarantor of the SSB Realty lease,
is a world leader in providing financial services to investment managers,
corporations, public pension funds, unions, not-for-profit organizations and
individuals. State Street's services range from investment research and
professional investment management to trading and brokerage services to fund
accounting and administration. State Street reported a net worth, as of December
31, 2001, of approximately $3.8 billion.

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

AmeriCredit Building

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

The AmeriCredit Building is leased to AmeriCredit Financial Services
Corporation (AmeriCredit). AmeriCredit is wholly-owned by, and serves as the
primary operating subsidiary for, AmeriCredit Corp., a Texas corporation whose
common stock is publicly traded on the NYSE. 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

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independent dealers to consumers buying late model used and, to a lesser extent,
new automobiles. AmeriCredit reported a net worth, as of December 31, 2001, of
approximately $1.2 billion.

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

Comdata Building

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

The Comdata Building is leased to Comdata Network, Inc. (Comdata). Comdata
is a leading provider of transaction processing and information services to the
transportation and other industries. Comdata provides trucking companies with
fuel cards, electronic cash access, permit and licensing services, routing
software, driver relationship services and vehicle escorts, among other
services. Comdata provides these services to over 400,000 drivers, 7,000 truck
stop service centers and 500 terminal fueling locations. Ceridian Corporation,
the lease guarantor, is one of North America's leading information services
companies that serves the human resources and transportation markets. Ceridian
and its subsidiaries generate, process and distribute data for customers and
help customers develop systems plans and software to perform these functions
internally. Ceridian Corporation reported a net worth, as of September 30, 2001,
of approximately $1.1 billion.

The Comdata lease commenced in April 1997 and expires in May 2016. Comdata
has the right to extend the Comdata lease for one additional five-year period of
time at a rate equal to the greater of the base rent of the final year of the
initial term or 90% of the then-current fair market rental rate. The current
annual base rent payable for the Comdata lease is $2,458,638. The average
effective annual rental per square foot at the Comdata Building was $12.47 for
2001, the first year of ownership.

AT&T Oklahoma Buildings

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

AT&T Corp. (AT&T) leases the entire 78,500 rentable square feet of the
two-story office building and 25,000 rentable square feet of the one-story
office building. AT&T is among the world's leading voice and data communications
companies, serving consumers, businesses and governments worldwide. AT&T has one
of the largest digital wireless networks in North America and is one of the
leading suppliers of data and Internet services for businesses. In addition,
AT&T offers outsourcing,

84

consulting and networking-integration to large businesses and is one of the
largest direct internet access service providers for consumers in the United
States. AT&T reported a net worth, as of December 31, 2001, of approximately
$51.7 billion.

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

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

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

Metris Minnesota Building

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

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

The Metris Minnesota Building is leased to Metris Direct, Inc. (Metris) as
its corporate headquarters. Metris is a principal subsidiary of Metris
Companies, Inc. (Metris Companies), a publicly traded company whose shares are
listed on the NYSE (symbol MXT) which has guaranteed the Metris lease. Metris
Companies is an information-based direct marketer of consumer credit products
and fee-based services primarily to moderate income consumers. Metris Companies'
consumer credit products are primarily unsecured credit cards issued by its
subsidiary, Direct Merchants Credit Card Bank. Metris Companies reported a net
worth, as of December 31, 2001, of approximately $1.14 billion.

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

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Stone & Webster Building

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

Stone & Webster is a full-service global engineering and construction
company offering managerial and technical resources for solving complex energy,
environmental, infrastructure and industrial challenges. 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. The Shaw Group reported a net worth, as of February 28,
2002, of approximately $612 million.

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

SYSCO is the largest marketer and distributor of foodservice products in
North America. SYSCO operates from approximately 100 distribution facilities and
provides its products and services to about 356,000 restaurants and other users
across the United States and portions of Canada. SYSCO reported a net worth, as
of December 29, 2001, of approximately $2.2 billion.

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

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

Motorola Plainfield Building

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

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

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

The Motorola lease grants Motorola a right of first refusal to purchase the
Motorola Plainfield Building if Wells OP attempts to sell the property during
the term of the lease. Additionally, Motorola has an expansion right for an
additional 143,000 rentable square feet. If Motorola exercises its expansion
option, upon completion of the expansion, the term of the Motorola lease shall
be extended an additional 10

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years after Motorola occupies the expansion space. The base rent for the
expansion space shall be determined by the construction costs and fees for the
expansion. The base rent for the original building for the extended 10-year
period shall be the greater of (1) the then-current base rent, or (2) 95% of the
then-current fair market rental rate.

Quest Building

The VIII-IX Joint Venture purchased the Quest Building on January 10, 1997
for a purchase price of $7,193,000. On July 1, 2000, the VIII-IX Joint Venture
contributed the Quest Building to the VIII-IX-REIT Joint Venture. The Quest
Building, which was built in 1984 and refurbished in 1996, is a two-story office
building containing 65,006 rentable square feet located in Irvine, California.

The Quest Building is currently leased to Quest Software, Inc. (Quest).
Quest is a publicly traded corporation that provides software database
management and disaster recovery services for its clients. Quest was established
in April 1987 to develop and market software products to help insure
uninterrupted, high performance access to enterprise and custom computing
applications and databases. Quest reported a net worth, as of December 31, 2001,
of approximately $441 million.

The Quest lease commenced in June 2000 and expires in January 2004. The
annual base rent payable for the remaining portion of the initial lease term is
$1,287,119. Quest has the right to extend the lease for two additional one-year
periods of time at an annual base rent of $1,365,126. The average effective
rental rate per square foot at the Quest Building was $18.58 for 2001, $13.72
for 2000, and $10.11 for 1999, the first three years of ownership.

Delphi Building

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

The Delphi Building is leased to Delphi Automotive Systems LLC (Delphi
LLC). Delphi LLC is a wholly-owned subsidiary of Delphi Automotive Systems
Corporation (Delphi), formally the Automotive Components Group of General
Motors, which was spun off from General Motors in May 1999. Delphi is the
world's largest automotive components supplier and sells its products to almost
every major manufacturer of light vehicles in the world. Delphi reported a net
worth, as of December 31, 2001, of approximately $2.22 billion.

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

Avnet Building

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

87

The Avnet Building is leased to Avnet, Inc. (Avnet). Avnet is a Fortune 300
company and one of the world's largest industrial distributors of electronic
components and computer products, including microprocessors, semi-conductors and
electromechanical devices, serving customers in 60 countries. Additionally,
Avnet sells products of more than 100 of the world's leading component
manufacturers to customers around the world. Avnet reported a net worth, as of
December 28, 2001, of approximately $1.77 billion.

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

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

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

Siemens Building

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

The Siemens Building is leased to Siemens Automotive Corporation (Siemens).
Siemens is a subsidiary of Siemens Corporation USA, a domestic corporation which
conducts the American operations of Siemens AG, the world's second largest
manufacturer of electronic capital goods. Siemens, part of the worldwide
Automotive Systems Group of Siemens AG, is a supplier of advanced electronic and
electrical products and systems to automobile manufacturers.

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

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

Motorola Tempe Building

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

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first priority mortgage in favor of SouthTrust securing a SouthTrust line of
credit, which is more particularly described in the "Real Estate Loans" section
of this prospectus.

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

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

The Motorola Tempe Building is subject to a ground lease that commenced in
November 1997 and expires in December 2082. Wells OP has the right to terminate
the Motorola ground lease prior to the expiration of the 30th year and prior to
the expiration of each subsequent 10-year period thereafter. The current annual
ground lease payment pursuant to the Motorola ground lease is $243,825.

ASML Building

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

The ASML Building is leased to ASM Lithography, Inc. (ASML). ASML is a
wholly-owned subsidiary of ASM Lithography Holdings NV (ASML Holdings), a Dutch
multi-national corporation that supplies lithography systems used for printing
integrated circuit designs onto very thin disks of silicon, commonly referred to
as wafers. These systems are supplied to integrated circuit manufacturers
throughout the United States, Asia and Western Europe. ASML Holdings, a
guarantor of the ASML lease, reported a net worth, as of December 31, 2002, of
approximately $1.1 billion.

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

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

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Dial Building

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

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

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

Metris Tulsa Building

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

The Metris Tulsa Building is leased to Metris Direct, Inc. (Metris). Metris
Companies, Inc., the parent company of Metris, has guaranteed the Metris lease.
See the property description for the Metris Minnesota Building above for a
detailed description of Metris and Metris Companies, Inc.

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

Cinemark Building

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

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

Cinemark, a privately owned company, is one of the largest motion picture
exhibitors in North and South America. Cinemark currently operates in excess of
2,575 screens in 32 states within the United States and internationally in
countries such as Argentina, Brazil, Canada, Chile, Costa Rica, Ecuador, El
Salvador,

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Honduras, Nicaragua, Mexico and Peru. Cinemark reported a net worth, as of
December 31, 2001, of approximately $25.3 million.

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

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

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

Gartner Building

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

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

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

Videojet Technologies Chicago Building

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

The Videojet Technologies Chicago Building is leased to Videojet
Technologies, Inc. (Videojet). Videojet is one of the largest manufacturers of
digital imaging, process control, and asset management systems worldwide. In
February 2002, Videojet was acquired by Danaher Corporation (Danaher), a
publicly traded company on the New York Stock Exchange. Danaher is a leading
manufacturer of process and environmental controls and tools and components.

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

Johnson Matthey Building

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

The Johnson Matthey Building is currently leased to Johnson Matthey, Inc.
(Johnson Matthey). Johnson Matthey is a wholly-owned subsidiary of Johnson
Matthey, PLC of the United Kingdom, a world leader in advanced materials
technology. Johnson Matthey, PLC is a publicly traded company that is over 175
years old, has operations in 38 countries and employs 12,000 people. Johnson
Matthey reported a net worth, as of September 30, 2001, of approximately $1.16
billion.

The Johnson Matthey lease commenced in July 1998 and expires in June 2007.
Johnson Matthey has the right to extend the lease for two additional three-year
periods of time at the then-current fair market rent. Johnson Matthey has a
right of first refusal to purchase the Johnson Matthey Building in the event
that the XI-XII-REIT Joint Venture desires to sell the building to an unrelated
third-party. The current annual base rent payable under the Johnson Matthey
lease is $828,750. The average effective annual rental rate per square foot at
the Johnson Matthey Building was $6.67 for 2001, 2000, and 1999, the first three
years of ownership.

Alstom Power Richmond Building

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

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

The Alstom Power Richmond Building is leased to Alstom Power, Inc. (Alstom
Power). Alstom Power is the result of the December 30, 1999, merger between ABB
Power Generation, Inc. and ABB Alstom Power, Inc. Alstom Power reported a net
worth, as of September 30, 2001, of approximately $1.8 billion.

The Alstom Power Richmond lease commenced in July 2000 and expires in July
2007. Alstom Power has the right to extend the lease for two additional
five-year periods of time at the then-current market rental rate. The current
annual base rent payable for the Alstom Power lease is $1,213,324. The

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average effective annual rental rate per square foot at the Alstom
Power-Richmond Building was $12.92 for 2001 and $13.53 for 2000, the first two
years of ownership.

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

Sprint Building

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

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

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

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

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

EYBL CarTex Building

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

The EYBL CarTex Building is leased to EYBL CarTex, Inc. (EYBL CarTex). EYBL
CarTex produces automotive textiles for BMW, Mercedes, GM Bali, VW Mexico and
Golf A4. EYBL CarTex is a wholly-owned subsidiary of EYBL International, AG,
Krems/Austria. EYBL International is the

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world's largest producer of circular knit textile products and loop pile plushes
for the automotive industry. EYBL International reported a net worth, as of
September 30, 2001, of approximately $41.5 billion.

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

Matsushita Building

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 in 2000 at an aggregate cost of $18,431,206, including the cost of the
land. The Matsushita Building is a two-story office building containing 144,906
rentable square feet.

The Matsushita Building is leased to Matsushita Avionics Systems
Corporation (Matsushita Avionics). Matsushita Avionics is a wholly-owned
subsidiary of Matsushita Electric Corporation of America (Matsushita Electric).
Matsushita Electric, a guarantor of the Matsushita lease, is a wholly-owned
subsidiary of Matsushita Electric Industrial Co., Ltd. (Matsushita Industrial),
a Japanese company which is the world's largest consumer electronics
manufacturer.

The Matsushita lease commenced in January 2000 and expires in January 2007.
Matsushita Avionics has the option to extend the initial term of the Matsushita
lease for two successive five-year periods at a rate of 95% of the stated rental
rate. The monthly base rent during the option term shall be adjusted upward at
the beginning of the 24th and 48th month of each option term by an amount equal
to 6% of the monthly base rent payable immediately preceding such period. The
current annual base rent payable for the Matsushita lease is $2,005,464. The
average effective annual rental rate per square foot at the Matsushita Building
was $13.23 for 2001 and $12.80 for 2000, the first two years of ownership.

AT&T Pennsylvania Building

Wells OP purchased the AT&T Pennsylvania Building on February 4, 1999 for a
purchase price of $12,291,200. The AT&T Pennsylvania Building, which was built
in 1998, is a four-story office building containing 81,859 rentable square feet
located in Harrisburg, Pennsylvania.

The AT&T Pennsylvania Building is leased to Pennsylvania Cellular Telephone
Corp. (Pennsylvania Telephone), a subsidiary of AT&T Corp. (AT&T), and the
obligations of Pennsylvania Telephone under the Pennsylvania Telephone lease are
guaranteed by AT&T. AT&T is among the world's leading voice and data
communications companies, serving consumers, businesses and governments
worldwide. AT&T has one of the largest digital wireless networks in North
America and is one of the leading suppliers of data and Internet services for
businesses. In addition, AT&T offers outsourcing, consulting and
networking-integration to large businesses and is one of the largest direct
Internet access service providers for consumers in the United States. AT&T
reported a net worth, as of December 31, 2001, of approximately $51.7 billion.

The Pennsylvania Telephone lease commenced in November 1998 and expires in
November 2008. Pennsylvania Telephone has the option to extend the initial term
of the Pennsylvania Telephone lease for three additional five-year periods and
one additional four year and 11-month period. The annual base rent for each
extended term under the lease will be equal to 93% of the fair market rent. The
fair

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market rent shall be multiplied by the fair market escalator (which represents
the yearly rate of increases in the fair market rent for the entire renewal
term), if any. The current annual base rent payable for the Pennsylvania
Telephone lease is $1,442,116. The average effective annual rental rate per
square foot at the AT&T Pennsylvania Building was $16.65 for 2001, and $16.69
for 2000 and 1999, the first three years of ownership.

In addition, the Pennsylvania Telephone lease contains an option to expand
the premises to create additional office space of not less than 40,000 gross
square feet and not more than 90,000 gross square feet, as well as additional
parking to accommodate such office space. If Pennsylvania Telephone exercises
its option for the expansion improvements, Wells OP will be obligated to expend
the funds necessary to construct the expansion improvements. Pennsylvania
Telephone may exercise its expansion option by delivering written notice to
Wells OP at any time before the last business day of the 96th month of the
initial term of the Pennsylvania Telephone lease.

PwC Building

Wells OP purchased the PwC Building on December 31, 1998 for a purchase
price of $21,127,854. The PwC Building, which was built in 1998, is a four-story
office building containing 130,091 rentable square feet located in Tampa,
Florida. Wells OP purchased the PwC Building subject to a loan from SouthTrust.
The SouthTrust loan, which is more particularly described in the "Real Estate
Loans" section of this prospectus, is secured by a first priority mortgage
against the PwC Building.

The PwC Building is leased to PricewaterhouseCoopers (PwC). PwC provides a
full range of business advisory services to leading global, national and local
companies and to public institutions.

The PwC lease commenced in December 1998 and expires in December 2008,
subject to PwC's right to extend the lease for two additional five-year periods
of time. The current annual base rent payable under the PwC lease is $2,093,382.
The base rent escalates at the rate of 3% per year throughout the 10-year lease
term. In addition, PwC is required to pay a "reserve" of $13,009 ($0.10 per
square foot) as additional rent. The average effective annual rental rate per
square foot at the PwC Building was $16.98 for 2001, 2000, and 1999, the first
three years of ownership.

The annual base rent for each renewal term under the lease will be equal to
the greater of (1) 90% of the then-current market rent rate for such space
multiplied by the rentable area of the leased premises, or (2) 100% of the base
rent paid during the last lease year of the initial term, or the then-current
renewal term.

In addition, the PwC lease contains an option to expand the premises to
include a second three or four-story building with an amount of square feet up
to a total of 132,000 square feet which, if exercised by PwC, will require Wells
OP to expend funds necessary to construct the expansion building. PwC may
exercise its expansion option at any time prior to the expiration of the initial
term of the PwC lease.

If PwC elects to exercise its expansion option, Wells OP will be required
to expand the parking garage such that a sufficient number of parking spaces, at
least equal to four parking spaces per 1,000 square feet of rentable area, is
maintained. In the event that PwC elects to exercise its expansion option and
Wells OP determines not to proceed with the construction of the expansion
building as described above, or if Wells OP is otherwise required to construct
the expansion building and fails to do so in a timely basis pursuant to the PwC
lease, PwC may exercise its purchase option by giving Wells OP written notice of
such exercise within 30 days after either such event. If PwC properly exercises
its purchase option, PwC must simultaneously deliver a deposit in the amount of
$50,000.

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Cort Furniture Building

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

The Cort Furniture Building is leased to Cort Furniture Rental Corporation
(Cort). Cort uses the Cort Furniture Building as its regional corporate
headquarters with an attached clearance showroom and warehouse storage areas.
Cort is a wholly-owned subsidiary of Cort Business Services Corporation, the
largest and only national provider of high-quality office and residential rental
furniture and related accessories. The obligations of Cort under the Cort
Furniture lease are guaranteed by Cort Business Services.

The Cort lease commenced in November 1988 and expires in October 2003. Cort
has an option to extend the Cort lease for an additional five-year period of
time at 90% of the then-fair market rental value, but will be no less than the
rent in the 15th year of the Cort lease. The current annual base rent payable
under the Cort lease is $834,888 for the remainder of the lease term. The
average effective annual rental rate per square foot at the Cort Building was
$15.30 for 2001, 2000, and 1999, the first three years of ownership.

Fairchild Building

The Fremont Joint Venture purchased the Fairchild Building on July 21, 1998
for a purchase price of $8,900,000. The Fairchild Building, which was built in
1985, is a two-story manufacturing and office building containing 50,756
rentable square feet located in Fremont, Alameda County, California.

The Fairchild Building is leased to Fairchild Technologies U.S.A., Inc.
(Fairchild). Fairchild is a global leader in the design and manufacture of
production equipment for semiconductor and compact disk manufacturing. Fairchild
is a wholly-owned subsidiary of the Fairchild Corporation (Fairchild Corp), the
largest aerospace fastener and fastening system manufacturer and one of the
largest independent aerospace parts distributors in the world. The obligations
of Fairchild under the Fairchild lease are guaranteed by Fairchild Corp.
Fairchild Corp. reported a net worth, as of December 30, 2001, of approximately
$403 million.

The Fairchild lease commenced in December 1997 and expires in November
2004, subject to Fairchild's right to extend the Fairchild lease for an
additional five-year period. The base rent during the first year of the extended
term of the Fairchild lease, if exercised by Fairchild, shall be 95% of the
then-fair market rental value of the Fairchild Building subject to the annual 3%
increase adjustments. The current annual base rent payable under the Fairchild
lease is $920,144. The average effective annual rental rate per square foot at
the Fairchild Building was $15.46 for 2001, 2000, and 1999, the first three
years of ownership.

Avaya Building

The Avaya Building was purchased by the IX-X-XI-REIT Joint Venture on June
24, 1998 for a purchase price of $5,504,276. The Avaya Building, which was built
in 1998, is a one-story office building containing 57,186 rentable square feet
located in Oklahoma City, Oklahoma.

The Avaya Building is leased to Avaya, Inc. (Avaya), the former Enterprise
Networks Group of Lucent Technologies Inc. (Lucent Technologies). Lucent
Technologies, the former tenant, assigned the

96

lease to Avaya on September 30, 2000. Lucent Technologies, which has not been
released from its obligations as tenant to pay rent under the lease, is a
telecommunications company which was spun off by AT&T in April 1996. Avaya
reported a net worth, as of December 31, 2001, of approximately $452 million.
Lucent Technologies reported a net worth, as of December 31, 2001, of
approximately $10.63 billion.

The Avaya lease commenced in January 1998 and expires in January 2008. The
current annual base rent payable under the Avaya lease is $536,977. The average
effective annual rental rate per square foot at the Avaya Building was $10.19
for 2001, 2000, 1999 and 1998, the first four years of ownership. Under the
Avaya lease, Avaya also has an option to terminate the Avaya lease on the
seventh anniversary of the rental commencement date. If Avaya elects to exercise
its option to terminate the Avaya lease, Avaya would be required to pay a
termination payment anticipated to be approximately $1,339,000.

Iomega Building

Wells Fund X originally purchased the Iomega Building on April 1, 1998 for
a purchase price of $5,025,000 and on July 1, 1998, contributed the Iomega
Building to the IX-X-XI-REIT Joint Venture. The Iomega Building is a warehouse
and office building with 108,250 rentable square feet located in Ogden, Utah.

The Iomega Building is leased to Iomega Corporation (Iomega). Iomega, a
company whose shares are traded on the NYSE, is a manufacturer of computer
storage devices used by individuals, businesses, government and educational
institutions, including "Zip" drives and disks, "Jaz" one gigabyte drives and
disks, and tape backup drives and cartridges. Iomega reported a net worth, as of
December 31, 2001, of approximately $378.9 million.

The Iomega lease commenced in August 1996 and expires in April 2009. On
March 1, 2003 and July 1, 2006, the monthly base rent payable under the Iomega
lease will be increased to reflect an amount equal to 100% of the increase in
the Consumer Price Index during the preceding 40 months; provided however, that
in no event shall the base rent be increased with respect to any one year by
more than 6% or by less than 3% per year, compounded annually, on a cumulative
basis from the beginning of the lease term. The current annual base rent payable
under the Iomega lease is $659,868. The average effective annual rental rate per
square foot at the Iomega Building was $6.22 for 2001 and 2000, and $5.18 for
1999, the first three years of ownership.

Interlocken Building

The IX-X-XI-REIT Joint Venture purchased the Interlocken Building on March
20, 1998 for a purchase price of $8,275,000. The Interlocken Building, which was
built in 1996, is a three-story multi-tenant office building containing 51,975
rentable square feet located in Broomfield, Colorado. The aggregate current
annual base rent payable for all tenants of the Interlocken Building is
$849,744. The average effective annual rental rate per square foot at the
Interlocken Building was $16.12 for 2001, $16.23 for 2000, and $15.97 for 1999,
the first three years of ownership.

Ohmeda Building

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

The Ohmeda Building is leased to Ohmeda, Inc. (Ohmeda). Ohmeda is a medical
supply firm based in Boulder, Colorado and is a worldwide leader in vascular
access and hemodynamic monitoring

97

for hospital patients. On April 13, 1998, Instrumentarium Corporation
(Instrumentarium), a Finnish company, acquired the division of Ohmeda that
occupies the Ohmeda Building. Instrumentarium, a guarantor on the Ohmeda lease,
is an international health care company concentrating on selected fields of
medical technology manufacturing, marketing and distribution. Instrumentarium
reported a net worth, as of December 31, 2001, of approximately $480 million.

The Ohmeda lease expires in January 2005, subject to Ohmeda's right to
extend the Ohmeda lease for two additional five-year periods of time. The
current annual base rent payable under the Ohmeda lease is $1,004,520. The
average effective annual rental rate per square foot at the Ohmeda Building was
$9.62 for 2001, 2000, and 1999, the first three years of ownership.

The Ohmeda lease contains an option to expand the premises by an amount of
square feet up to a total of 200,000 square feet which, if exercised by Ohmeda,
will require the IX-X-XI-REIT Joint Venture to expend funds necessary to acquire
additional land, if necessary, and to construct the expansion space.

Alstom Power Knoxville Building

Wells Fund IX purchased the land and constructed the Alstom Power Knoxville
Building. The Alstom Power Knoxville Building, which was built in 1997, is a
three-story multi-tenant steel-framed office building containing 84,404 square
feet located in Knoxville, Tennessee. Wells Fund IX contributed the Alstom Power
Knoxville Building to the IX-X-XI-REIT Joint Venture on March 26, 1997 and was
credited with making a $7,900,000 capital contribution.

The Alstom Power Knoxville Building is currently leased to Alstom Power,
Inc. (Alstom Power). Alstom Power is the result of the December 30, 1999 merger
between ABB Power Generation, Inc. and ABB Alstom Power, Inc. Alstom Power
reported a net worth, as of September 30, 2001, of approximately $1.8 billion.

As security for Alstom Power's obligations under its lease, Alstom Power
has provided to the IX-X-XI-REIT Joint Venture an irrevocable standby letter of
credit in accordance with the terms and conditions set forth in the Alstom Power
Knoxville lease. The letter of credit maintained by Alstom Power is required to
be in the amount of $4,000,000 until the seventh anniversary of the rental
commencement date, at which time it will be reduced by $1,000,000 each year
until the end of the lease term.

The Alstom Power Knoxville lease commenced in January 1998 and expires in
November 2007. The current annual base rent for the Alstom Power Knoxville lease
is $1,106,520. The average effective annual rental rate per square foot at the
Alstom Power Building was $13.83 for 2001, $14.05 for 2000, and $11.82 for 1999,
the first year of ownership.

Alstom Power has an option to terminate the Alstom Power Knoxville lease as
of the seventh anniversary of the rental commencement date. If Alstom Power
elects to exercise this termination option, Alstom Power is required to pay to
the IX-X-XI-REIT Joint Venture a termination payment currently estimated to be
approximately $1,800,000 based upon certain assumptions.

Property Management Fees

Wells Management, our Property Manager, has been retained to manage and
lease all of our properties. Except as set forth below, we pay management and
leasing fees to Wells Management in an amount equal to the lesser of: (A) 4.5%
of gross revenues, or (B) 0.6% of the net asset value of the properties
(excluding vacant properties) owned by the Wells REIT, calculated on an annual
basis. For purposes of this calculation, net asset value shall be defined as the
excess of (1) the aggregate of the fair

98

market value of all properties owned by the Wells REIT (excluding vacant
properties), over (2) the aggregate outstanding debt of the Wells REIT
(excluding debts having maturities of one year or less). In addition, we may pay
Wells Management a separate fee for the one-time initial rent-up or leasing-up
of newly constructed properties in an amount not to exceed the fee customarily
charged in arm's length transactions by others rendering similar services in the
same geographic area for similar properties as determined by a survey of brokers
and agents in such area (customarily equal to the first month's rent).

Wells Management has also been retained to manage and lease all of the
properties currently owned by the IX-X-XI-REIT Joint Venture and the
VIII-IX-REIT Joint Venture. While both Wells Fund XI and the Wells REIT are
authorized to pay management and leasing fees to Wells Management in the amount
of 4.5% of gross revenues, Wells Fund VIII, Wells Fund IX and Wells Fund X are
authorized to pay aggregate management and leasing fees to Wells Management in
the amount of 6% of gross revenues. Accordingly, a portion of the gross revenues
of these joint ventures will be subject to a 6% management and leasing fee and a
portion of gross revenues will be subject to a 4.5% management and leasing fee
based upon the respective ownership percentages of the joint venture partners in
each of these two joint ventures.

Wells Management also received or will receive a one-time initial lease-up
fee equal to the first month's rent for the leasing of the Alstom Power
Knoxville Building, the Avaya Building, the Matsushita Building, the Alstom
Power Richmond Building and the Nissan Project.

Real Estate Loans

SouthTrust Loans

Wells OP has established various secured lines of credit with SouthTrust
Bank, N.A. (SouthTrust) whereby SouthTrust has agreed to lend an aggregate
amount of up to $72,140,000 in connection with its purchase of real properties.
The interest rate on each of these separate lines of credit is an annual
variable rate equal to the London InterBank Offered Rate (LIBOR) for a 30-day
period plus 175 basis points. Wells OP will be charged an advance fee of 0.125%
of the amount of each advance. As of ____________, 2002, the interest rate on
each of the SouthTrust lines of credit was _____% per annum.

The $32,393,000 SouthTrust Line of Credit

The $32,393,000 SouthTrust line of credit requires monthly payments of
interest only and matures on June 10, 2002. This SouthTrust line of credit is
secured by first priority mortgages against the Cinemark Building, the Dial
Building and the ASML Building. As of ____________, 2002, the outstanding
principal balance on the $32,393,000 SouthTrust line of credit was
_____________.

The $12,844,000 SouthTrust Line of Credit

The $12,844,000 SouthTrust line of credit requires monthly payments of
interest only and matures on June 10, 2002. This SouthTrust line of credit is
secured by a first priority mortgage against the PwC Building. As of
_____________, 2002, the outstanding principal balance on the $12,844,000
SouthTrust line of credit was __________________.

The $19,003,000 SouthTrust Line of Credit

The $19,003,000 SouthTrust line of credit requires monthly payments of
interest only and matures on June 10, 2002. This SouthTrust line of credit is
secured by first priority mortgages against the Avnet

99

Building and the Motorola Tempe Building. As of ____________, 2002, the
outstanding principal balance on the $19,003,000 SouthTrust line of credit was
_____________.

The $7,900,000 SouthTrust Line of Credit

Wells LLC - VA originally obtained a loan from SouthTrust Bank, N.A. in
connection with the acquisition, development and construction of the Alstom
Power Richmond Building. After completion of construction, SouthTrust converted
the construction loan into a separate line of credit in the maximum principal
amount of up to $7,900,000. This SouthTrust line of credit requires payments of
interest only and matures on June 10, 2002. The $7,900,000 SouthTrust line of
credit is secured by a first priority mortgage against the Alstom Power Richmond
Building, the Alstom Power Richmond lease and a $4,000,000 letter of credit
issued by Unibank. As of _____________, 2002, the outstanding principal balance
on the $7,900,000 SouthTrust line of credit was $_______________.

BOA Line of Credit

Wells OP established a secured line of credit in the amount of $85,000,000
with Bank of America, N.A. (BOA Line of Credit) in connection with its purchase
of real properties. In addition, Wells OP may increase the BOA Line of Credit up
to an amount of $110,000,000 with the lender's approval. The interest rate on
the BOA Line of Credit is an annual variable rate equal to LIBOR for a 30-day
period plus 180 basis points. The BOA Line of Credit requires monthly payments
of interest only and matures on May 11, 2004. As of ____________, 2002, the
interest rate on the BOA Line of Credit was ___% per annum. The BOA Line of
Credit is secured by first priority mortgages against the Videojet Technologies
Chicago Building, the AT&T Pennsylvania Building, the Motorola Tempe Building,
the Matsushita Building, the Metris Tulsa Building and the Delphi Building. As
of _________________, 2002, the outstanding principal balance on the BOA Line of
Credit was ______________.

BOA Construction Loan

Wells OP obtained a construction loan in the amount of $34,200,000 from
Bank of America, N.A. (BOA Loan), to fund the construction of a building on the
Nissan Property located in Irving, Texas. The loan requires monthly payments of
interest only and matures on July 30, 2003. The interest rate on the loan is
fixed at 5.91%. As of ______________, 2002, the outstanding principal balance on
the BOA Loan was $___________. The BOA Loan is secured by a first priority
mortgage on the Nissan Property.

Selected Financial Data

The Company commenced active operations when it received and accepted
subscriptions for a minimum of 125,000 shares on June 5, 1998. The following
sets forth a summary of the selected financial data for the fiscal year ended
December 31, 2001, 2000 and 1999:

2001                 2000               1999
---------------      ---------------    ---------------

Total assets                                       $753,224,519         $398,550,346       $143,852,290
Total revenues                                       49,308,802           23,373,206          6,495,395
Net income                                           21,723,967            8,552,967          3,884,649
Net income allocated to Stockholders                 21,723,967            8,552,967          3,884,649
Earning per share:
Basic and diluted                                  $       0.43         $       0.40       $       0.50
Cash distributions                                         0.76                 0.73               0.70

100

Management's Discussion and Analysis of Financial Condition and Results of
Operations

The following discussion and analysis should be read in conjunction with
our accompanying financial statements and the notes thereto.

Forward Looking Statements

This section and other sections in the prospectus contain forward-looking
statements, within the meaning of Section 27A of the Securities Act of 1933 and
21E of the Securities Exchange Act of 1934, including discussion and analysis of
the financial condition of the Wells REIT, anticipated capital expenditures
required to complete certain projects, amounts of anticipated cash distributions
to stockholders in the future and certain other matters. Readers of this
prospectus should be aware that there are various factors that could cause
actual results to differ materially from any forward-looking statements made in
this prospectus, which include changes in general economic conditions, changes
in real estate conditions, construction costs which may exceed estimates,
construction delays, increases in interest rates, lease-up risks, inability to
obtain new tenants upon the expiration of existing leases, and the potential
need to fund tenant improvements or other capital expenditures out of operating
cash flow. (See generally "Risk Factors.")

We have made an election under Section 856 (c) of the Internal Revenue Code
(Code) to be taxed as a REIT under the Code beginning with its taxable year
ended December 31, 1999. As a REIT for federal income tax purposes, we generally
will not be subject to Federal income tax on income that we distribute to our
stockholders. If we fail to qualify as a REIT in any taxable year, we will be
subject to federal income tax on our taxable income at regular corporate rates
and will not be permitted to qualify for treatment as a REIT for federal income
tax purposes for four years following the year in which our qualification is
lost. Such an event could materially, adversely affect our net income. However,
we believe that we are organized and operate in a manner, which has enabled us
to qualify for treatment as a REIT for federal income tax purposes during the
year ended December 31, 2001. In addition, we intend to continue to operate the
Wells REIT so as to remain qualified as a REIT for federal income tax purposes.

Liquidity and Capital Resources

General

During the fiscal year ended December 31, 2001, we received aggregate gross
offering proceeds of $522,516,620 from the sale of 52,251,662 shares of our
common stock. After payment of $18,143,307 in acquisition and advisory fees and
acquisition expenses, payment of $58,387,809 in selling commissions and
organization and offering expenses, and common stock redemptions of $4,137,427
pursuant to our share redemption program, we raised net offering proceeds
available for investment in properties of $441,848,077 during the fiscal year
ended December 31, 2001.

During the three months ended March 31, 2002, we received aggregate gross
offering proceeds of $255,702,943 from the sale of 25,570,294 shares of our
common stock. After payment of $8,843,134 in acquisition and advisory fees and
acquisition expenses, payment of $27,106,265 in selling commissions and
organization and offering expenses, and common stock redemptions of $3,041,981
pursuant to our share redemption program, we raised net offering proceeds of
$216,711,563 during the first quarter of 2002, of which $185,291,196 remained
available for investment in properties at quarter end.

101

During the three months ended March 31, 2001, we received aggregate gross
offering proceeds of $66,174,704 from the sale of 6,617,470 shares of our common
stock. After payment of $2,288,933 in acquisition and advisory fees and
acquisition expenses, payment of $8,175,768 in selling commissions and
organizational and offering expenses, and common stock redemptions of $776,555
pursuant to our share redemption program, we raised net offering proceeds of
$54,933,448, of which $5,952,930 was available for investment in properties at
quarter end.

The net increase in cash and cash equivalents during the fiscal year ended
December 31, 2001, as compared to the fiscal year ended December 31, 2000, and
for the three months ended March 31, 2002, as compared to the three months ended
March 31, 2001, is primarily the result of raising increased amounts of capital
from the sale of shares of common stock, offset by the acquisition of properties
during 2001 and the first quarter of 2002, and the payment of acquisition and
advisory fees and acquisition expenses, commissions and, organization and
offering costs.

As of March 31, 2002, we owned interests in 44 real estate properties
either directly or through interests in joint ventures. These properties are
generating operating cash flow sufficient to cover our operating expenses and
pay dividends to our stockholders. We pay dividends on a quarterly basis
regardless of the frequency with which such distributions are declared.
Dividends will be paid to investors who are stockholders as of the record dates
selected by our board of directors. We currently calculate quarterly dividends
based on the daily record and dividend declaration dates; thus, stockholders are
entitled to receive dividends immediately upon the purchase of shares. Dividends
declared during 2001 and 2000 totaled $0.76 per share and $0.73 per share,
respectively. Dividends declared for the first quarter of 2002 and the first
quarter of 2001 were approximately $0.194 and $0.188 per share, respectively.

Dividends to be distributed to the stockholders are determined by our board
of directors and are dependent on a number of factors, including funds available
for payment of dividends, financial condition, capital expenditure requirements
and annual distribution requirements in order to maintain our status as a REIT
under the Internal Revenue Code. Operating cash flows are expected to increase
as additional properties are added to our investment portfolio.

Cash Flows From Operating Activities

Our net cash provided by operating activities was $42,349,342 for the
fiscal year ended December 31, 2001, $7,319,639 for the fiscal year ended
December 31, 2000 and $4,008,275 for the fiscal year ended December 31, 1999.
The increase in net cash provided by operating activities was due primarily to
the net income generated by properties acquired during 2000 and 2001.

Our net cash provided by operating activities was $13,117,293 and
$8,235,314 for the three months ended March 31, 2002 and 2001, respectively. The
increase in net cash provided by operating activities was due primarily to the
net income generated by additional properties acquired during 2002 and 2001.

Cash Flows From Investing Activities

Our net cash used in investing activities was $274,605,735 for the fiscal
year ended December 31, 2001, $249,316,460 for the fiscal year ended December
31, 2000 and $105,394,956 for the fiscal year ended December 31, 1999. The
increase in net cash used in investing activities was due primarily to
investments in properties, directly and through contributions to joint ventures,
and the payment of related deferred project costs.

102

Our net cash used in investing activities was $111,821,692 and $4,264,257
for the three months ended March 31, 2002 and 2001, respectively. The increase
in net cash used in investing activities was due primarily to investments in
properties and the payment of related deferred project costs, partially offset
by distributions received from joint ventures.

Cash Flows From Financing Activities

Our net cash provided by financing activities was $303,544,260 for the
fiscal year ended December 31, 2001, $243,365,318 for the fiscal year ended
December 31, 2000, and $96,337,082 for the fiscal year ended December 31, 1999.
The increase in net cash provided by financing activities was due primarily to
the raising of additional capital offset by the repayment of notes payable. We
raised $522,516,620 in offering proceeds for fiscal year ended December 31,
2001, as compared to $180,387,220 for fiscal year ended December 31, 2000, and
$103,169,490 for fiscal year ended December 31, 1999. In addition, we received
loan proceeds from financing secured by properties of $110,243,145 and repaid
notes payable in the amount of $229,781,888 for fiscal year ended December 31,
2001.

Our net cash provided by financing activities was $210,144,548 for the
three months ended March 31, 2002 and net cash used in financing activities for
the three months ended March 31, 2001 was $113,042. The increase in net cash
provided by financing activities was due primarily to the raising of additional
capital and the related repayment of notes payable. We raised $255,702,943 in
offering proceeds for the three months ended March 31, 2002, as compared to
$66,174,705 for the same period in 2001.

Results of Operations

Comparison of Fiscal Years Ended December 31, 2001, 2000 and 1999

Gross revenues were $49,308,802 for the fiscal year ended December 31,
2001, $23,373,206 for fiscal year ended December 31, 2000 and $6,495,395 for
fiscal year ended December 31, 1999. Gross revenues for the year ended December
31, 2001, 2000 and 1999 were attributable to rental income, interest income
earned on funds we held prior to the investment in properties, and income earned
from joint ventures. The increase in revenues for the fiscal year ended December
31, 2001 was primarily attributable to the purchase of additional properties
during 2000 and 2001. The purchase of additional properties also resulted in an
increase in expenses which totaled $27,584,835 for the fiscal year ended
December 31, 2001, $14,820,239 for the fiscal year ended December 31, 2000 and
$2,610,746 for the fiscal year ended December 31, 1999. Expenses in 2001, 2000
and 1999 consisted primarily of depreciation, interest expense and management
and leasing fees. Our net income also increased from $3,884,649 for fiscal year
ended December 31, 1999 to $8,552,967 for fiscal year ended December 31, 2000 to
$21,723,967 for the year ended December 31, 2001.

Comparison of First Quarter 2002 and 2001

As of March 31, 2002, our real estate properties were 100% leased to
tenants. Gross revenues were $19,192,803 and $10,669,713 for the three months
ended March 31, 2002 and 2001, respectively. Gross revenues for the three months
ended March 31, 2002 and 2001 were attributable to rental income, interest
income earned on funds we held prior to the investment in properties, and income
earned from joint ventures. The increase in revenues in 2002 was primarily
attributable to the purchase of additional properties for $104,051,998 during
2002 and the purchase of additional properties for $227,933,858 in the last
three quarters of 2001. The purchase of additional properties also resulted in
an increase in expenses which totaled $8,413,139 for the three months ended
March 31, 2002, as compared to $7,394,368 for the three months ended March 31,
2001. Expenses in 2002 and 2001 consisted primarily of depreciation,

103

interest expense, management and leasing fees and general and administrative
costs. As a result, our net income also increased from $3,275,345 for the three
months ended March 31, 2001 to $10,779,664 for the three months ended March 31,
2002.

Property Operations

The following table summarizes the operations of the joint ventures in which we
owned an interest as of December 31, 2001, 2000 and 1999:

Total Revenue                            Net Income                   Well REIT's Share of Net Income
For Years Ended December 31              For Years Ended December 31           For Years Ended December 31
----------------------------------------  -------------------------------------   ----------------------------------
2001           2000         1999         2001         2000         1999          2001        2000        1999
------------   ------------  -----------  ----------  -----------   -----------   ----------  ----------   ---------

Fund
IX-X-XI-REIT   $  4,344,209   $  4,388,193  $ 4,053,042  $2,684,837  $ 2,669,143   $ 2,172,244   $   99,649  $   99,177   $  81,501
Joint
Venture

Orange              797,937        795,545      795,545     546,171      568,961       550,952      238,542     248,449     240,585
County
Joint
Venture

Fremont             907,673        902,946      902,946     562,893      563,133       559,174      436,265     436,452     433,383
Joint
Venture

Fund
XI-XII-REIT       3,371,067      3,349,186    1,443,503   2,064,911    2,078,556       853,073    1,172,103   1,179,848     488,500
Joint
Venture

Fund
XII-REIT          4,708,467        976,865          N/A   2,611,522      614,250           N/A    1,386,877     305,060         N/A
Joint
Venture

Fund
VIII-IX-REIT      1,208,724        563,049          N/A     566,840      309,893           N/A       89,779      24,887         N/A
Joint Venture

Fund XIII-REIT      706,373            N/A          N/A     356,355          N/A           N/A      297,745         N/A         N/A
Joint Venture
--------------------------------------------------------------------------------------------------------------------
$ 16,044,450   $ 10,975,784  $ 7,195,036  $8,977,529  $ 6,803,936   $ 4,135,443   $3,720,960  $2,293,873  $1,243,969
============   ============  ===========  ==========   ==========   ===========   ==========  ==========  ==========

Funds from Operations

Funds from Operations (FFO), as defined by the National Association of Real
Estate Investment Trusts (NAREIT), generally means net income, computed in
accordance with GAAP excluding extraordinary items (as defined by GAAP) and
gains (or losses) from sales of property, plus depreciation and amortization on
real estate assets, and after adjustments for unconsolidated partnerships, joint
ventures and subsidiaries. We believe that FFO is helpful to investors as a
measure of the 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
adjustments, deferred loan cost amortization and other non-cash and/or unusual
items. Neither FFO nor AFFO represent cash generated from operating activities
in accordance with GAAP and should not be considered as alternatives to net
income as an indication of our performance or to cash flows as a measure of
liquidity or ability to make distributions.

104

The following table reflects the calculation of FFO and AFFO for the three years
ended December 31, 2001, 2000, and 1999, respectively:

December 31, 2001     December 31, 2000      December 31, 1999
-----------------     -----------------      -----------------

FUNDS FROM OPERATIONS:

Net income                                         $21,723,967           $ 8,552,967             $3,884,649
Add:
Depreciation of real assets                       15,344,801             7,743,550              1,726,103
Amortization of deferred leasing
costs                                                 303,347               350,991                      0
Depreciation and amortization -
unconsolidated partnerships                        3,211,828               852,968                652,167
-----------------     -----------------      -----------------
Funds from operations (FFO)                            40,583,943            17,500,476              6,262,919

Adjustments:
Loan cost amortization                                 770,192               232,559                  8,921
Straight line rent                                  (2,754,877)           (1,650,791)              (847,814)
Straight line rent - unconsolidated
partnerships                                        (543,039)             (245,288)              (140,076)

Lease acquisition fees paid                                   0              (152,500)                     0
Lease acquisition fees paid-
Unconsolidated partnerships                                0                (8,002)                  (512)
-----------------     -----------------      -----------------
Adjusted funds from operations                     $38,056,219           $15,676,454             $5,283,438
=================     =================      =================

WEIGHTED AVERAGE SHARES:
BASIC AND DILUTED                                      51,081,867             21,616,051             7,769,298
=================     =================      =================

The following table reflects the calculation of FFO and AFFO for the
three months ended March 31, 2002 and 2001, respectively:

Three Months Ended        Three Months Ended
March 31, 2002            March 31, 2001
------------------        ------------------

FUNDS FROM OPERATIONS:
Net income                                                   $ 10,779,745              $  3,275,345
Add:
Depreciation of real assets                                   5,744,452                 3,187,179
Amortization of deferred leasing costs                           72,749                    75,837
Depreciation and amortization -
unconsolidated partnerships                                  613,034                   299,094
------------------        ------------------
Funds from operations (FFO)                                       17,209,979                 6,837,455

Adjustments:
Loan cost amortization                                            175,462                   214,757
Straight line rent                                               (348,808)                 (616,465)
Straight line rent -
unconsolidated partnerships                                  (52,995)                  (39,739)
Lease acquisition fees paid                                        400,000                         0
Lease acquisition fees paid-
unconsolidated partnerships                                           0                    (2,356)
------------------        ------------------
Adjusted funds from operations (AFFO)                        $ 17,383,639              $  6,393,653
==================        ==================

WEIGHTED AVERAGE SHARES:
BASIC AND DILUTED                                                 95,130,210               34,359,444
==================        ==================

105

Inflation

The real estate market has not been affected significantly by inflation
in the past three years due to the relatively low inflation rate. However, there
are provisions in the majority of tenant leases which would protect us from the
impact of inflation. These provisions include reimbursement billings for common
area maintenance charges (CAM), real estate tax and insurance reimbursements on
a per square foot basis, or in some cases, annual reimbursement of operating
expenses above a certain per square foot allowance.

Critical Accounting Policies

Our accounting policies have been established and conform with generally
accepted accounting principles in the United States (GAAP). The preparation of
financial statements in conformity with GAAP requires management to use judgment
in the application of accounting policies, including making estimates and
assumptions. These judgments affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenue and expenses during
the reporting periods. If our judgment or interpretation of the facts and
circumstances relating to various transactions had been different, it is
possible that different accounting policies would have been applied; thus,
resulting in a different presentation of our financial statements. Below is a
discussion of the accounting policies that we consider to be critical in that
they may require complex judgment in their application or require estimates
about matters which are inherently uncertain.

Straight-Lined Rental Revenues

We recognize rental income generated from all leases on real estate
assets in which we have an ownership interest, either directly or through
investments in joint ventures, on a straight-line basis over the terms of the
respective leases. If a tenant was to encounter financial difficulties in future
periods, the amount recorded as a receivable may not be realized.

Operating Cost Reimbursements

We generally bill tenants for operating cost reimbursements, either
directly or through investments in joint ventures, on a monthly basis at amounts
estimated largely based on actual prior period activity and the respective lease
terms. Such billings are generally adjusted on an annual basis to reflect
reimbursements owed to the landlord based on the actual costs incurred during
the period and the respective lease terms. Financial difficulties encountered by
tenants may result in receivables not being realized.

Real Estate

We continually monitor events and changes in circumstances indicating
that the carrying amounts of the real estate assets in which we have an
ownership interest, either directly or through investments in joint ventures,
may not be recoverable. When such events or changes in circumstances are
present, we assess the potential impairment by comparing the fair market value
of the asset, estimated at an amount equal to the future undiscounted operating
cash flows expected to be generated from tenants over the life of the asset and
from its eventual disposition, to the carrying value of the asset. In the event
that the carrying amount exceeds the estimated fair market value, we would
recognize an impairment loss in the amount required to adjust the carrying
amount of the asset to its estimated fair market value. Neither the

106

Wells REIT nor our joint ventures have recognized impairment losses on real
estate assets in 2001, 2000 or 1999.

Deferred Project Costs

We record acquisition and advisory fees and acquisition expenses payable
to Wells Capital, Inc., our advisor, by capitalizing deferred project costs and
reimbursing our advisor in an amount equal to 3.5% of cumulative capital raised
to date. As we invest our capital proceeds, deferred project costs are applied
to real estate assets, either directly or through contributions to joint
ventures, at an amount equal to 3.5% of each investment and depreciated over the
useful lives of the respective real estate assets.

Deferred Offering Costs

Our advisor expects to continue to fund 100% of the organization and
offering costs and recognize related expenses, to the extent that such costs
exceed 3% of cumulative capital raised, on our behalf. Organization and offering
costs include items such as legal and accounting fees, marketing and promotional
costs, and printing costs, and specifically exclude sales costs and underwriting
commissions. We record offering costs by accruing deferred offering costs, with
an offsetting liability included in due to affiliates, at an amount equal to the
lesser of 3% of cumulative capital raised to date or actual costs incurred from
third-parties less reimbursements paid to our advisor. As the actual equity is
raised, we reverse the deferred offering costs accrual and recognize a charge to
stockholders' equity upon reimbursing our advisor.

Prior Performance Summary

The information presented in this section represents the historical
experience of real estate programs managed by Wells Capital, our advisor, and
its affiliates. Investors in the Wells REIT should not assume that they will
experience returns, if any, comparable to those experienced by investors in such
prior Wells real estate programs.

Of the 14 publicly offered real estate limited partnerships in which Leo
F. Wells, III has served as a general partner, 13 of such limited partnerships
have completed their respective offerings. These 13 limited partnerships and the
year in which each of their offerings was completed are:

1.   Wells Real Estate Fund I (1986),
2.   Wells Real Estate Fund II (1988),
3.   Wells Real Estate Fund II-OW (1988),
4.   Wells Real Estate Fund III, L.P. (1990),
5.   Wells Real Estate Fund IV, L.P. (1992),
6.   Wells Real Estate Fund V, L.P. (1993),
7.   Wells Real Estate Fund VI, L.P. (1994),
8.   Wells Real Estate Fund VII, L.P. (1995),
9.   Wells Real Estate Fund VIII, L.P. (1996),
10.   Wells Real Estate Fund IX, L.P. (1996),
11.   Wells Real Estate Fund X, L.P. (1997),
12.   Wells Real Estate Fund XI, L.P. (1998), and
13.   Wells Real Estate Fund XII, L.P. (2001).

In addition to the foregoing real estate limited partnerships, Wells
Capital and its affiliates have sponsored three prior public offerings of shares
of common stock of the Wells REIT. The initial public offering of the Wells REIT
began on January 30, 1998 and was terminated on December 19, 1999. We

107

received gross proceeds of approximately $132,181,919 from the sale of
approximately 13,218,192 shares in our initial public offering. We commenced our
second public offering of shares of common stock of the Wells REIT on December
20, 1999 and terminated the second offering on December 19, 2000. We received
gross proceeds of approximately $175,229,193 from the sale of approximately
17,522,919 shares in our second public offering. We commenced our third public
offering of shares of common stock of the Wells REIT on December 20, 2000. As of
____________, 2002, we had received gross proceeds of approximately
$________________ from the sale of approximately _________________ shares in our
third public offering. Accordingly, as of _______, 2002, we had received
aggregate gross offering proceeds of approximately $______________ from the sale
of approximately ______________ shares in our three prior public offerings.

Wells Capital and its affiliates are also currently sponsoring a public
offering of 4,500,000 units on behalf of Wells Real Estate Fund XIII, L.P.
(Wells Fund XIII), a public limited partnership. Wells Fund XIII began its
offering on March 29, 2001 and, as of ___________, 2002, Wells Fund XIII had
raised $_____________ from __________ investors.

The Prior Performance Tables included in the back of this prospectus set
forth information as of the dates indicated regarding certain of these Wells
programs as to (1) experience in raising and investing funds (Table I); (2)
compensation to sponsor (Table II); (3) annual operating results of prior
programs (Table III); and (4) sales or disposals of properties (Table V).

In addition to the real estate programs sponsored by Wells Capital and its
affiliates discussed above, they are also sponsoring an index mutual fund that
invests in various REIT stocks known as the Wells S&P REIT Index Fund (REIT
Index Fund). The REIT Index Fund is a mutual fund that seeks to provide
investment results corresponding to the performance of the S&P REIT Index by
investing in the REIT stocks included in the S&P REIT Index. The REIT Index Fund
began its offering on January 12, 1998 and, as of __________, 2002, had raised
$_____________ from ____________ investors.

Publicly Offered Unspecified Real Estate Programs

Wells Capital and its affiliates have previously sponsored the above listed
13 publicly offered real estate limited partnerships and are currently
sponsoring Wells Fund XIII offered on an unspecified property or "blind pool"
basis. The total amount of funds raised from investors in the offerings of these
14 publicly offered limited partnerships, as of December 31, 2001, was
approximately $_____________, and the total number of investors in such programs
was approximately ____________.

The investment objectives of each of the other Wells programs are
substantially identical to the investment objectives of the Wells REIT.
Substantially all of the proceeds of the offerings of Wells Fund I, Wells Fund
II, Wells Fund II-OW, Wells Fund III, Wells Fund IV, Wells Fund V, Wells Fund
VI, Wells Fund VII, Wells Fund VIII, Wells Fund IX, Wells Fund X, Wells Fund XI
and Wells Fund XII available for investment in real properties have been
invested in properties. As of December 31, 2001, approximately ___% of the
aggregate gross rental income of the 13 publicly offered programs listed above
was derived from tenants which are corporations, each of which at the time of
lease execution had a net worth of at least $100,000,000 or whose lease
obligations were guaranteed by another corporation with a net worth of at least
$100,000,000.

Because of the cyclical nature of the real estate market, decreases in net
income of the public partnerships could occur at any time in the future when
economic conditions decline. No assurance can be made that the Wells programs
will ultimately be successful in meeting their investment objectives. (See "Risk
Factors.")

108

The aggregate dollar amount of the acquisition and development costs of the
properties purchased by the 14 publicly offered limited partnerships, as of
December 31, 2001, was $697,161,047. Of this amount, approximately 90.2% was
spent on acquiring or developing office buildings, and approximately 9.8% was
spent on acquiring or developing shopping centers. Of this amount, approximately
22.6% was or will be spent on new properties, 57.1% on existing or used
properties and 20.3% on construction properties. Following is a table showing a
breakdown of the aggregate amount of the acquisition and development costs of
the properties purchased by the Wells REIT, Wells Fund XIII and the 13 Wells
programs listed above as of December 31, 2001:

Type of Property         New         Used         Construction
------------------       ---         ----         ------------
Office Buildings        ___%        ____%            ____%
Shopping Centers        ___%        ____%            ____%

Wells Fund I terminated its offering on September 5, 1986, and received
gross proceeds of $35,321,000 representing subscriptions from 4,895 limited
partners ($24,679,000 of the gross proceeds were attributable to sales of Class
A Units, and $10,642,000 of the gross proceeds were attributable to sales of
Class B Units). Limited partners in Wells Fund I have no right to change the
status of their units from Class A to Class B or vice versa. Wells Fund I owns
interests in the following properties:

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

.    a commercial office building in Atlanta, Georgia;

.    a shopping center in Knoxville, Tennessee; and

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

The prospectus of Wells Fund I provided that the properties purchased by
Wells Fund I would typically be held for a period of eight to 12 years, but that
the general partners may exercise their discretion as to whether and when to
sell the properties owned by Wells Fund I and that the general partners were
under no obligation to sell the properties at any particular time.

Wells Fund I has sold the following properties from its portfolio:

---------------------------------------------------------------------------
%        Net Sale     Taxable
Date of Sale        Property Name      Ownwership   Proceeds       Gain
---------------------------------------------------------------------------
Aug. 31, 2000   One of two buildings       90%     $  633,694   $ 205,019
at Peachtree Place
---------------------------------------------------------------------------
Jan. 11, 2001   Crowe's Crossing          100%     $6,569,000   $  11,496
---------------------------------------------------------------------------
Oct. 1, 2001    Cherokee Commons           24%     $2,037,315   $  52,461
---------------------------------------------------------------------------

Wells Fund I is in the process of marketing its remaining properties for
sale.

Wells Fund II and Wells Fund II-OW terminated their offerings on September
7, 1988, and received aggregate gross proceeds of $36,870,250 representing
subscriptions from 4,659 limited partners ($28,829,000 of the gross proceeds
were attributable to sales of Class A Units, and $8,041,250 of the gross
proceeds were attributable to sales of Class B Units). Limited partners in Wells
Fund II and Wells Fund II-OW have no right to change the status of their units
from Class A to Class B or vice versa. Wells Fund II and Wells Fund II-OW own
all of their properties through a joint venture, which owns interests in the
following properties:

109

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

.    a two-story office building in Charlotte, North Carolina which is
currently unoccupied;

.    a four-story office building in Houston, Texas, three floors of which
are leased to Boeing;

.    a restaurant property in Roswell, Georgia leased to Brookwood Grill of
Roswell, Inc.; and

.    a combined retail center 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 sold the following property from its
portfolio in 2001:

--------------------------------------------------------------------------
%        Net Sale      Taxable
Date of Sale    Property Name      Ownership    Proceeds        Gain
--------------------------------------------------------------------------
Oct. 1, 2001   Cherokee Commons       54%      $4,601,723     $111,419
--------------------------------------------------------------------------

Wells Fund II and Wells Fund II - OW are in the process of marketing their
remaining properties for sale.

Wells Fund III terminated its offering on October 23, 1990, and received
gross proceeds of $22,206,310 representing subscriptions from 2,700 limited
partners ($19,661,770 of the gross proceeds were attributable to sales of Class
A Units, and $2,544,540 of the gross proceeds were attributable to sales of
Class B Units). Limited partners in Wells Fund III have no right to change the
status of their units from Class A to Class B or vice versa. Wells Fund III owns
interests in the following properties:

.    a four-story office building in Houston, Texas, three floors of which
are leased to Boeing;

.    a restaurant property in Roswell, Georgia leased to Brookwood Grill of
Roswell, Inc.;

.    a combined retail center and office development in Roswell, Georgia;

.    a two-story office building in Greenville, North Carolina;

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

.    a two-story office building in Richmond, Virginia leased to Reciprocal
Group.

The prospectus of Wells Fund III provided that the properties purchased by
Wells Fund III would typically be held for a period of eight to 12 years, but
that the general partners may exercise their discretion as to whether and when
to sell the properties owned by Wells Fund III and that they were under no
obligation to sell the properties at any particular time. The general partners
of Wells Fund III have decided to begin the process of positioning the
properties for sale over the next several years.

Wells Fund IV terminated its offering on February 29, 1992, and received
gross proceeds of $13,614,655 representing subscriptions from 1,286 limited
partners ($13,229,150 of the gross proceeds were attributable to sales of Class
A Units, and $385,505 of the gross proceeds were attributable to sales

110

of Class B Units). Limited partners in Wells Fund IV have no right to change the
status of their units from Class A to Class B or vice versa. Wells Fund IV owns
interests in the following properties:

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

.    a four-story office building in Jacksonville, Florida leased to IBM
and Customized Transportation Inc. (CTI);

.    a two-story office building in Richmond, Virginia leased to Reciprocal
Group; and

.    two substantially identical 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, 2001,
$15,664,160 of units of Wells Fund V were treated as Class A Units, and
$1,341,860 of units were treated as Class B Units. Wells Fund V owns interests
in the following properties:

.    a four-story office building in Jacksonville, Florida leased to IBM
and CTI;

.    two substantially identical two-story office buildings in Stockbridge,
Georgia;

.    a four-story office building in Hartford, Connecticut leased to
Hartford Fire Insurance Company;

.    restaurant properties in Stockbridge, Georgia leased to Apple
Restaurants, Inc., Taco Mac, Dependable Ins and Tokyo Japanese Steak;
and

.    a three-story office building in Appleton, Wisconsin leased to Jaako
Poyry Fluor Daniel.

Wells Fund VI terminated its offering on April 4, 1994, and received gross
proceeds of $25,000,000 representing subscriptions from 1,793 limited partners
($19,332,176 of the gross proceeds were attributable to sales of Class A Units,
and $5,667,824 of the gross proceeds were attributable to sales of Class B
Units). Limited partners in Wells Fund VI are entitled to change the status of
their units from Class A to Class B and vice versa. After taking into effect
conversion elections made by limited partners subsequent to their subscription
for units, as of December 31, 2001, $22,363,610 of units of Wells Fund VI were
treated as Class A Units, and $2,636,390 of units were treated as Class B Units.
Wells Fund VI owns interests in the following properties:

.    a four-story office building in Hartford, Connecticut leased to
Hartford Fire Insurance Company;

.    restaurant properties in Stockbridge, Georgia leased to Apple
Restaurants, Inc., Taco Mac, Dependable Ins and Tokyo Japanese Steak;

.    a restaurant and retail building in Stockbridge, Georgia;

.    a shopping center in Stockbridge, Georgia;

111

.    a three-story office building in Appleton, Wisconsin leased to Jaako
Poyry Fluor Daniel;

.    a combined retail and office development in Roswell, Georgia;

.    a four-story office building in Jacksonville, Florida leased to
Bellsouth Advertising and Publishing Corporation and American Express
Travel Related Services Company, Inc.; and

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

Wells Fund VI sold its interest in the following property in 2001:

---------------------------------------------------------------------------
%         Net Sale     Taxable
Date of Sale     Property Name     Ownership     Proceeds      Gain
---------------------------------------------------------------------------
Oct. 1, 2001    Cherokee Commons        11%       $903,122     $21,867
---------------------------------------------------------------------------

Wells Fund VII terminated its offering on January 5, 1995, and received
gross proceeds of $24,180,174 representing subscriptions from 1,910 limited
partners ($16,788,095 of the gross proceeds were attributable to sales of Class
A Units, and $7,392,079 of the gross proceeds were attributable to sales of
Class B Units). Limited partners in Wells Fund VII are entitled to change the
status of their units from Class A to Class B and vice versa. After taking into
effect conversion elections made by limited partners subsequent to their
subscriptions for units, as of December 31, 2001, $20,670,201 of units in Wells
Fund VII were treated as Class A Units, and $3,509,973 of units were treated as
Class B Units. Wells Fund VII owns interests in the following properties:

.    a three-story office building in Appleton, Wisconsin leased to Jaako
Poyry Fluor Daniel;

.    a restaurant and retail building in Stockbridge, Georgia;

.    a shopping center in Stockbridge, Georgia;

.    a combined retail and office development in Roswell, Georgia;

.    a two-story office building in Alachua County, Florida near
Gainesville leased to CH2M Hill, Engineers, Planners, Economists,
Scientists;

.    a four-story office building in Jacksonville, Florida leased to
Bellsouth Advertising and Publishing Corporation and American Express
Travel Related Services Company, Inc.;

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

.    a retail development in Clayton County, Georgia.

Wells Fund VII sold its interest in the following property in 2001:

---------------------------------------------------------------------------
%         Net Sale     Taxable
Date of Sale     Property Name     Ownership     Proceeds      Gain
---------------------------------------------------------------------------
Oct. 1, 2001    Cherokee Commons        11%       $903,122     $21,867
---------------------------------------------------------------------------

112

Wells Fund VIII terminated its offering on January 4, 1996, and received
gross proceeds of $32,042,689 representing subscriptions from 2,241 limited
partners ($26,135,339 of the gross proceeds were attributable to sales of Class
A Units, and $5,907,350 were attributable to sales of Class B Units). Limited
partners in Wells Fund VIII are entitled to change the status of their units
from Class A to Class B and vice versa. After taking into effect conversion
elections made by limited partners subsequent to their subscriptions for units
and certain repurchases made by Wells Fund VIII, as of December 31, 2001,
$28,065,187 of units in Wells Fund VIII were treated as Class A Units, and
$3,967,502 of units were treated as Class B Units. Wells Fund VIII owns
interests in the following properties:

.    a two-story office building in Alachua County, Florida near Gainsville
leased to CH2M Hill, Engineers, Planners, Economists, Scientists;

.    a four-story office building in Jacksonville, Florida leased to
Bellsouth Advertising and Publishing Corporation and American Express
Travel Related Services Company, Inc.;

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

.    a retail development in Clayton County, Georgia;

.    a four-story office building in Madison, Wisconsin leased to US
Cellular, a subsidiary of Bellsouth Corporation;

.    a one-story office building in Farmers Branch, Texas leased to TCI
Valwood Limited Partnership I;

.    a two-story office building in Orange County, California leased to
Quest Software, Inc.; and

.    a two-story office building in Boulder County, Colorado leased to
Cirrus Logic, Inc.

Wells Fund IX terminated its offering on December 30, 1996, and received
gross proceeds of $35,000,000 representing subscriptions from 2,098 limited
partners ($29,359,310 of the gross proceeds were attributable to sales of Class
A Units, and $5,640,690 were attributable to sales of Class B Units). After
taking into effect conversion elections made by limited partners subsequent to
their subscriptions for units, as of December 31, 2001, $31,364,290 of units in
Wells Fund IX were treated as Class A Units, and $3,635,710 of units were
treated as Class B Units. Wells Fund IX owns interests in the following
properties:

.    a one-story office building in Farmers Branch, Texas leased to TCI
Valwood Limited Partnership I;

.    a four-story office building in Madison, Wisconsin leased to US
Cellular, a subsidiary of Bellsouth Corporation;

.    a two-story office building in Orange County, California leased to
Quest Software, Inc.;

.    a two-story office building in Boulder County, Colorado leased to
Cirrus Logic, Inc.;

.    a two-story office building in Boulder County, Colorado leased to
Ohmeda, Inc.;

.    a three-story office building in Knox County, Tennessee leased to
Alstom Power, Inc.;

.    a one-story office and warehouse building in Weber County, Utah leased
to Iomega Corporation;

113

.    a three-story office multi-tenant building in Boulder County,
Colorado; and

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

Certain financial information for Wells Fund IX is summarized below:

----------------------------------------------------------------------------------------
2001          2000          1999          1998          1997
----------------------------------------------------------------------------------------

Gross Revenues      $1,874,290    $1,836,768    $1,593,734    $1,561,456    $1,199,300
----------------------------------------------------------------------------------------
Net Income          $1,768,474    $1,758,676    $1,490,331    $1,449,955    $1,091,766
----------------------------------------------------------------------------------------

Wells Fund X terminated its offering on December 30, 1997, and received
gross proceeds of $27,128,912 representing subscriptions from 1,812 limited
partners ($21,160,992 of the gross proceeds were contributable to sales of Class
A Units, and $5,967,920 were attributable to sales of Class B Units). After
taking into effect conversion elections made by limited partners subsequent to
their subscriptions for units, as of December 31, 2001, $23,166,181 of units in
Wells Fund X were treated as Class A Units and $3,962,731 of units were treated
as Class B Units. Wells Fund X owns interests in the following properties:

.    a three-story office building in Knox County, Tennessee leased to
Alstom Power, Inc.;

.    a two-story office building in Boulder County, Colorado leased to
Ohmeda, Inc.;

.    a one-story office and warehouse building in Weber County, Utah leased
to Iomega Corporation;

.    a three-story multi-tenant office building in Boulder County,
Colorado;

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

.    a one-story office and warehouse building in Orange County, California
leased to Cort Furniture Rental Corporation; and

.    a two-story office and manufacturing building in Alameda County,
California leased to Fairchild Technologies U.S.A., Inc.

Certain financial information for Wells Fund X is summarized below:

----------------------------------------------------------------------------------------
2001          2000          1999          1998          1997
----------------------------------------------------------------------------------------

Gross Revenues      $1,559,026    $1,557,518    $1,309,281    $1,204,597    $372,507
----------------------------------------------------------------------------------------
Net Income          $1,449,849    $1,476,180    $1,192,318    $1,050,329    $278,025
----------------------------------------------------------------------------------------

Wells Fund XI terminated its offering on December 30, 1998, and received
gross proceeds of $16,532,802 representing subscriptions from 1,345 limited
partners ($13,029,424 of the gross proceeds were attributable to sales of Class
A Units and $3,503,378 were attributable to sales of Class B Units). After
taking into effect conversion elections made by limited partners subsequent to
their subscriptions for units, as of December 31, 2001, $13,462,560 of units in
Wells Fund XI were treated as Class A Units and $3,070,242 of units were treated
as Class B Units. Wells Fund XI owns interests in the following properties:

.    a three-story office building in Knox County, Tennessee leased to
Alstom Power, Inc.;

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

114

.    a two-story office building in Boulder County, Colorado leased to
Ohmeda, Inc.;

.    a three-story multi-tenant office building in Boulder County,
Colorado;

.    a one-story office and warehouse building in Weber County, Utah leased
to Iomega Corporation;

.    a one-story office and warehouse building in Orange County, California
leased to Cort Furniture Rental Corporation;

.    a two-story office and manufacturing building in Alameda County,
California leased to Fairchild Technologies U.S.A., Inc.;

.    a two-story manufacturing and office building in Greenville County,
South Carolina leased to EYBL CarTex, Inc.;

.    a three-story office building in Johnson County, Kansas leased to
Sprint Communications Company L.P.;

.    a two-story research and development office and warehouse building in
Chester County, Pennsylvania leased to Johnson Matthey, Inc.; and

.    a two-story office building in Fort Myers, Florida leased to Gartner
Group, Inc.

Certain financial information for Wells Fund XI is summarized below:

-----------------------------------------------------------------------
2001        2000         1999         1998
-----------------------------------------------------------------------
Gross Revenues        $960,676    $975,850     $766,586     $262,729
-----------------------------------------------------------------------
Net Income            $870,350    $895,989     $630,528     $143,295
-----------------------------------------------------------------------

Wells Fund XII terminated its offering on March 21, 2001, and received
gross proceeds of $35,611,192 representing subscriptions from 1,333 limited
partners ($26,888,609 of the gross proceeds were attributable to sales of cash
preferred units and $8,722,583 were attributable to sales of tax preferred
units). After taking into effect conversion elections made by limited partners
subsequent to their subscriptions for units, as of December 31, 2001,
$27,786,067 of units in Wells Fund XII were treated as cash preferred units and
$7,825,125 of units were treated as tax preferred units. Wells Fund XII owns
interests in the following properties:

.    a two-story manufacturing and office building in Greenville County,
South Carolina leased to EYBL CarTex, Inc.;

.    a three-story office building in Johnson County, Kansas leased to
Sprint Communications Company L.P.;

.    a two-story research and development office and warehouse building in
Chester County, Pennsylvania leased to Johnson Matthey, Inc.;

.    a two-story office building in Fort Myers, Florida leased to Gartner
Group, Inc.;

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

115

.    a one-story office building and a connecting two-story office building
in Oklahoma City, Oklahoma leased to AT&T Corp. and Jordan Associates,
Inc.; and

.    a three-story office building in Brentwood, Tennessee leased to
Comdata Network, Inc.

Certain financial information for Wells Fund XII is summarized below:

-----------------------------------------------------------
2001           2000         1999
-----------------------------------------------------------
Gross Revenues       $1,661,194     $929,868     $160,379
-----------------------------------------------------------
Net Income           $1,555,418     $856,228     $122,817
-----------------------------------------------------------

Wells Fund XIII began its offering on March 29, 2001. As of __________,
2002, Wells Fund XIII had received gross proceeds of $______________
representing subscriptions from __________ limited partners ($_____________ of
the gross proceeds were attributable to sales of cash preferred units and
$______________ were attributable to sales of tax preferred units). Wells Fund
XIII owns interests in the following properties:

.    a two-story office building in Orange Park, Florida leased to
AmeriCredit Financial Services Corporation; and

.    two connected one-story office and assembly buildings in Parker,
Colorado leased to Advanced Digital Information Corporation.

The information set forth above should not be considered indicative of
results to be expected from the Wells REIT.

The foregoing properties in which the above 14 limited partnerships have
invested have all been acquired on an all cash basis.

Leo F. Wells, III and Wells Partners, L.P. are the general partners of
Wells Fund IV, Wells Fund V, Wells Fund VI, Wells Fund VII, Wells Fund VIII,
Wells Fund IX, Wells Fund X, Wells Fund XI and Wells Fund XII. Wells Capital,
which is the general partner of Wells Partners, L.P., and Leo F. Wells, III are
the general partners of Wells Fund I, Wells Fund II, Wells Fund II-OW, Wells
Fund III and Wells Fund XIII.

Potential investors are encouraged to examine the Prior Performance Tables
included in the back of the prospectus for more detailed information regarding
the prior experience of Wells Capital and its affiliates. 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.

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Federal Income Tax Considerations

General

The following is a summary of material federal income tax considerations
associated with an investment in the shares. This summary does not address all
possible tax considerations that may be material to an investor and does not
constitute tax advice. Moreover, this summary does not deal with all tax aspects
that might be relevant to you, as a prospective stockholder, in light of your
personal circumstances; nor does it deal with particular types of stockholders
that are subject to special treatment under the Internal Revenue Code, such as
insurance companies, tax-exempt organizations, financial institutions or
broker-dealers, or foreign corporations or persons who are not citizens or
residents of the United States (Non-US Stockholders). The Internal Revenue Code
provisions governing the federal income tax treatment of REITs are highly
technical and complex, and this summary is qualified in its entirety by the
express language of applicable Internal Revenue Code provisions, Treasury
Regulations promulgated thereunder and administrative and judicial
interpretations thereof.

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 (Holland & Knight) has acted as our counsel, has
reviewed this summary and is of the opinion that it fairly summarizes the
federal income tax considerations addressed that are material to stockholders.
It is also the opinion of our counsel that it is more likely than not that we
qualified to be taxed as a REIT under the Internal Revenue Code for our taxable
year ended December 31, 2001, provided that we have operated and will continue
to operate in accordance with various assumptions and the factual
representations we made to counsel concerning our business, properties and
operations. We must emphasize that all opinions issued by Holland & Knight are
based on various assumptions and are 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. Accordingly, we
cannot assure you that the actual results of our operations for any one taxable
year will satisfy these requirements. (See "Risk Factors - Failure to Qualify as
a REIT.")

The statements made in this section of the prospectus and in the opinion of
Holland & Knight are based upon existing law and Treasury Regulations, as
currently applicable, currently published administrative positions of the
Internal Revenue Service and judicial decisions, all of which are subject to
change, either prospectively or retroactively. We cannot assure you that any
changes will not modify the conclusions expressed in our counsel's opinion.
Moreover, an opinion of counsel is not binding on the Internal Revenue Service
and we cannot assure you that the Internal Revenue Service will not successfully
challenge our status as a REIT.

Taxation of the Company

If we qualify for taxation as a REIT, we generally will not be subject to
federal corporate income taxes on that portion of our ordinary income or capital
gain that we distribute currently to our stockholders, because the REIT
provisions of the Internal Revenue Code generally allow a REIT to deduct
distributions paid to its stockholders. This substantially eliminates the
federal "double taxation"

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on earnings (taxation at both the corporate level and stockholder level) that
usually results from an investment in a corporation.

Even if we qualify for taxation as a REIT, however, we will be subject to
federal income taxation as follows:

.    we will be taxed at regular corporate rates on our undistributed REIT
taxable income, including undistributed net capital gains;

.    under some circumstances, we will be subject to "alternative minimum
tax";

.    if we have net income from the sale or other disposition of
"foreclosure property" that is held primarily for sale to customers in
the ordinary course of business or other non-qualifying income from
foreclosure property, we will be subject to tax at the highest
corporate rate on that income;

.    if we have net income from prohibited transactions (which are, in
general, sales or other dispositions of property other than
foreclosure property held primarily for sale to customers in the
ordinary course of business), the income will be subject to a 100%
tax;

.    if we fail to satisfy either of the 75% or 95% gross income tests
(discussed below) but have nonetheless maintained our qualification as
a REIT because certain conditions have been met, we will be subject to
a 100% tax on an amount equal to the greater of the amount by which we
fail the 75% or 95% test multiplied by a fraction calculated to
reflect our profitability;

.    if we fail to distribute during each year at least the sum of (1) 85%
of our REIT ordinary income for the year, (2) 95% of our REIT capital
gain net income for such year, and (3) any undistributed taxable
income from prior periods, we will be subject to a 4% excise tax on
the excess of the required distribution over the amounts actually
distributed; and

.    if we acquire any asset from a C corporation (i.e., a corporation
generally subject to corporate-level tax) in a carryover-basis
transaction and we subsequently recognize gain on the disposition of
the asset during the 10-year period beginning on the date on which we
acquired the asset, then a portion of the gains may be subject to tax
at the highest regular corporate rate, pursuant to guidelines issued
by the Internal Revenue Service (Built-In-Gain Rules).

Requirements for Qualification as a REIT

We elected to be taxable as a REIT for our taxable year ended December 31,
1998. In order for us to qualify as a REIT, however, we had to meet and we must
continue to meet the requirements discussed below relating to our organization,
sources of income, nature of assets and distributions of income to our
stockholders.

Organizational Requirements

In order to qualify for taxation as a REIT under the Internal Revenue Code,
we must:

.    be a domestic corporation;

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.    elect to be taxed as a REIT and satisfy relevant filing and other
administrative requirements;

.    be managed by one or more trustees or directors;

.    have transferable shares;

.    not be a financial institution or an insurance company;

.    use a calendar year for federal income tax purposes;

.    have at least 100 stockholders for at least 335 days of each taxable
year of 12 months; and

.    not be closely held.

As a Maryland corporation, we satisfy the first requirement, and we have
filed an election to be taxed as a REIT with the IRS. In addition, we are
managed by a board of directors, we have transferable shares and we do not
intend to operate as a financial institution or insurance company. We utilize
the calendar year for federal income tax purposes, and we have more than 100
stockholders. We would be treated as closely held only if five or fewer
individuals or certain tax-exempt entities own, directly or indirectly, more
than 50% (by value) of our shares at any time during the last half of our
taxable year. For purposes of the closely-held test, the Internal Revenue Code
generally permits a look-through for pension funds and certain other tax-exempt
entities to the beneficiaries of the entity to determine if the REIT is closely
held. Five or fewer individuals or tax-exempt entities have never owned more
than 50% of our outstanding shares during the last half of any taxable year.

We are authorized to refuse to transfer our shares to any person if the
sale or transfer would jeopardize our ability to satisfy the REIT ownership
requirements. There can be no assurance that a refusal to transfer will be
effective. However, based on the foregoing, we should currently satisfy the
organizational requirements, including the share ownership requirements.
Notwithstanding compliance with the share ownership requirements outlined above,
tax-exempt stockholders may be required to treat all or a portion of their
distributions from us as "unrelated business taxable income" if tax-exempt
stockholders, in the aggregate, exceed certain ownership thresholds set forth in
the Internal Revenue Code. (See "Taxation of Tax-Exempt Stockholders.")

Ownership of Interests in Partnerships and Qualified REIT Subsidiaries

In the case of a REIT that is a partner in a partnership, Treasury
Regulations provide that the REIT is deemed to own its proportionate share,
based on its interest in partnership capital, of the assets of the partnership
and is deemed to have earned its allocable share of partnership income. Also, if
a REIT owns a qualified REIT subsidiary, which is defined as a corporation
wholly-owned by a REIT, the REIT will be deemed to own all of the subsidiary's
assets and liabilities and it will be deemed to be entitled to treat the income
of that subsidiary as its own. In addition, the character of the assets and
gross income of the partnership or qualified REIT subsidiary shall retain the
same character in the hands of the REIT for purposes of satisfying the gross
income tests and asset tests set forth in the Internal Revenue Code.

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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 met:

.    the amount of rent received from a tenant generally must not be
based in whole or in part on the income or profits of any person,
however, an amount received or accrued generally will not be
excluded from the term "rents from real property" solely by
reason of being based on a fixed percentage or percentages of
gross receipts or sales;

.    rents received from a tenant will not qualify as "rents from real
property" if an owner of 10% or more of the REIT directly or
constructively owns 10% or more of the tenant (a "Related Party
Tenant") or a subtenant of the tenant (in which case only rent
attributable to the subtenant is disqualified);

.    if rent attributable to personal property leased in connection
with a lease of real property is greater than 15% of the total
rent received under the lease, then the portion of rent
attributable to the personal property will not qualify as "rents
from real property"; and

.    the REIT must not operate or manage the property or furnish or
render services to tenants, other than through an "independent
contractor" who is adequately compensated and from whom the REIT
does not derive any income. However, a REIT may provide services
with respect to its properties, and the income derived therefrom
will qualify as "rents from real property," if the services are
"usually or customarily rendered" in connection with the rental
of space only and are not otherwise considered "rendered to the
occupant." Even if the services with respect to a property are
impermissible tenant services, the income derived therefrom will
qualify as "rents from real property" if such income does not
exceed one percent of all amounts received or accrued with
respect to that property.

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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
derived from sources that will allow us to satisfy the income tests described
above; however, we can make no assurance in this regard.

Notwithstanding our failure to satisfy one or both of the 75% Income and
the 95% Income Tests for any taxable year, we may still qualify as a REIT for
that year if we are eligible for relief under specific provisions of the
Internal Revenue Code. These relief provisions generally will be available if:

.    our failure to meet these tests was due to reasonable cause and not
due to willful neglect;

.    we attach a schedule of our income sources to our federal income tax
return; and

.    any incorrect information on the schedule is not due to fraud with
intent to evade tax.

It is not possible, however, to state whether, in all circumstances, we would be
entitled to the benefit of these relief provisions. For example, if we fail to
satisfy the gross income tests because nonqualifying income that we
intentionally earn exceeds the limits on this income, the Internal Revenue
Service could conclude that our failure to satisfy the tests was not due to
reasonable cause. As discussed above in "Taxation of the Company," even if these
relief provisions apply, a tax would be imposed with respect to the excess net
income.

Operational Requirements - Asset Tests

At the close of each quarter of our taxable year, we also must satisfy
three tests (Asset Tests) relating to the nature and diversification of our
assets.

.    First, at least 75% of the value of our total assets must be
represented by real estate assets, cash, cash items and government
securities. The term "real estate assets" includes real property,
mortgages on real property, shares in other qualified REITs and a
proportionate share of any real estate assets owned by a partnership
in which we are a partner or of any qualified REIT subsidiary of ours.

.    Second, no more than 25% of our total assets may be represented by
securities other than those in the 75% asset class.

.    Third, of the investments included in the 25% asset class, the value
of any one issuer's securities that we own may not exceed 5% of the
value of our total assets. Additionally, we may not own more than 10%
of any one issuer's outstanding voting securities, or securities
having a value of more than 10% of the total value of the outstanding
securities of any one issuer.

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These tests must generally be met for any quarter in which we acquire
securities. Further, if we meet the Asset Tests at the close of any quarter, we
will not lose our REIT status for a failure to satisfy the Asset Tests at the
end of a later quarter if such failure occurs solely because of changes in asset
values. If our failure to satisfy the Asset Tests results from an acquisition of
securities or other property during a quarter, we can cure the failure by
disposing of a sufficient amount of nonqualifying assets within 30 days after
the close of that quarter. We maintain, and will continue to maintain, adequate
records of the value of our assets to ensure compliance with the Asset Tests and
will take other action within 30 days after the close of any quarter as may be
required to cure any noncompliance.

Operational Requirements - Annual Distribution Requirement

In order to be taxed as a REIT, we are required to make dividend
distributions, other than capital gain distributions, to our stockholders each
year in the amount of at least 90% of our REIT taxable income (computed without
regard to the dividends paid deduction and our capital gain and subject to
certain other potential adjustments).

While we must generally pay dividends in the taxable year to which they
relate, we may also pay dividends in the following taxable year if (1) they are
declared before we timely file our federal income tax return for the taxable
year in question, and if (2) they are paid on or before the first regular
dividend payment date after the declaration.

Even if we satisfy the foregoing dividend distribution requirement and,
accordingly, continue to qualify as a REIT for tax purposes, we will still be
subject to tax on the excess of our net capital gain and our REIT taxable
income, as adjusted, over the amount of dividends distributed to stockholders.

In addition, if we fail to distribute during each calendar year at least
the sum of:

.    85% of our ordinary income for that year;

.    95% of our capital gain net income other than the capital gain net
income which we elect to retain and pay tax on for that year; and

.    any undistributed taxable income from prior periods;

we will be subject to a 4% excise tax on the excess of the amount of such
required distributions over amounts actually distributed during such year.

We intend to make timely distributions sufficient to satisfy this
requirement; however, we may possibly experience timing differences between (1)
the actual receipt of income and payment of deductible expenses, and (2) the
inclusion of that income. We may also possibly be allocated a share of net
capital gain attributable to the sale of depreciated property that exceeds our
allocable share of cash attributable to that sale.

In such circumstances, we may have less cash than is necessary to meet our
annual distribution requirement or to avoid income or excise taxation on certain
undistributed income. We may find it necessary in such circumstances to arrange
for financing or raise funds through the issuance of additional shares in order
to meet our distribution requirements, or we may make taxable stock
distributions to meet the distribution requirement.

If we fail to satisfy the distribution requirement for any taxable year by
reason of a later adjustment to our taxable income made by the Internal Revenue
Service, we may be able to pay

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"deficiency dividends" in a later year and include such distributions in our
deductions for dividends paid for the earlier year. In such event, we may be
able to avoid being taxed on amounts distributed as deficiency dividends, but we
would be required in such circumstances to pay interest to the Internal Revenue
Service based upon the amount of any deduction taken for deficiency dividends
for the earlier year.

As noted above, we may also elect to retain, rather than distribute, our
net long-term capital gains. The effect of such an election would be as follows:

.    we would be required to pay the tax on these gains;

.    stockholders, while required to include their proportionate share of
the undistributed long-term capital gains in income, would receive a
credit or refund for their share of the tax paid by the REIT; and

.    the basis of a stockholder's shares would be increased by the amount
of our undistributed long-term capital gains (minus the amount of
capital gains tax we pay) included in the stockholder's long-term
capital gains.

In computing our REIT taxable income, we will use the accrual method of
accounting and depreciate depreciable property under the alternative
depreciation system. We are required to file an annual federal income tax
return, which, like other corporate returns, is subject to examination by the
Internal Revenue Service. Because the tax law requires us to make many judgments
regarding the proper treatment of a transaction or an item of income or
deduction, it is possible that the Internal Revenue Service will challenge
positions we take in computing our REIT taxable income and our distributions.
Issues could arise, for example, with respect to the allocation of the purchase
price of properties between depreciable or amortizable assets and nondepreciable
or non-amortizable assets such as land and the current deductibility of fees
paid to Wells Capital or its affiliates. Were the Internal Revenue Service to
successfully challenge our characterization of a transaction or determination of
our REIT taxable income, we could be found to have failed to satisfy a
requirement for qualification as a REIT. If, as a result of a challenge, we are
determined to have failed to satisfy the distribution requirements for a taxable
year, we would be disqualified as a REIT, unless we were permitted to pay a
deficiency distribution to our stockholders and pay interest thereon to the
Internal Revenue Service, as provided by the Internal Revenue Code. A deficiency
distribution cannot be used to satisfy the distribution requirement, however, if
the failure to meet the requirement is not due to a later adjustment to our
income by the Internal Revenue Service.

Operational Requirements - Recordkeeping

In order to continue to qualify as a REIT, we must maintain certain records
as set forth in applicable Treasury Regulations. Further, we must request, on an
annual basis, certain information designed to disclose the ownership of our
outstanding shares. We intend to comply with such requirements.

Failure to Qualify as a REIT

If we fail to qualify as a REIT for any reason in a taxable year and
applicable relief provisions do not apply, we will be subject to tax (including
any applicable alternative minimum tax) on our taxable income at regular
corporate rates. We will not be able to deduct dividends paid to our
stockholders in any year in which we fail to qualify as a REIT. We also will be
disqualified for the four taxable years following the year during which
qualification was lost unless we are entitled to relief under specific statutory
provisions. (See "Risk Factors - Federal Income Tax Risks.")

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Sale-Leaseback Transactions

Some of our investments may be in the form of sale-leaseback transactions.
In most instances, depending on the economic terms of the transaction, we will
be treated for federal income tax purposes as either the owner of the property
or the holder of a debt secured by the property. We do not expect to request an
opinion of counsel concerning the status of any leases of properties as true
leases for federal income tax purposes.

The Internal Revenue Service may take the position that a specific
sale-leaseback transaction, which we treat as a true lease, is not a true lease
for federal income tax purposes but is, instead, a financing arrangement or
loan. We may also structure some sale-leaseback transactions as loans. In this
event, for purposes of the Asset Tests and the 75% Income Test, each such loan
likely would be viewed as secured by real property to the extent of the fair
market value of the underlying property. We expect that, for this purpose, the
fair market value of the underlying property would be determined without taking
into account our lease. If a sale-leaseback transaction were so recharacterized,
we might fail to satisfy the Asset Tests or the Income Tests and, consequently,
lose our REIT status effective with the year of recharacterization.
Alternatively, the amount of our REIT taxable income could be recalculated which
might also cause us to fail to meet the distribution requirement for a taxable
year.

Taxation of U.S. Stockholders

Definition

In this section, the phrase "U.S. stockholder" means a holder of shares
that for federal income tax purposes:

.    is a citizen or resident of the United States;

.    is a corporation, partnership or other entity created or organized in
or under the laws of the United States or of any political subdivision
thereof;

.    is an estate or trust, the income of which is subject to U.S. federal
income taxation regardless of its source; or

.    a trust if a U.S. court is able to exercise primary supervision over
the administration of the trust and one or more U.S. persons have the
authority to control all substantial decisions of the trust.

For any taxable year for which we qualify for taxation as a REIT, amounts
distributed to taxable U.S. stockholders will be taxed as described below.

Distributions Generally

Distributions to U.S. stockholders, other than capital gain distributions
discussed below, will constitute dividends up to the amount of our current or
accumulated earnings and profits and will be taxable to the stockholders as
ordinary income. These distributions are not eligible for the dividends received
deduction generally available to corporations. To the extent that we make a
distribution in excess of our current or accumulated earnings and profits, the
distribution will be treated first as a tax-free return of capital, reducing the
tax basis in each U.S. stockholder's shares, and the amount of each distribution
in excess of a U.S. stockholder's tax basis in its shares will be taxable as
gain realized from the sale of its shares. Distributions that we declare in
October, November or December of any year payable to a stockholder of record on
a specified date in any of these months will be treated as both paid

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by us and received by the stockholder on December 31 of the year, provided that
we actually pay the distribution no later than January 31 of the following
calendar year. U.S. stockholders may not include any of our losses on their own
federal income tax returns.

We will be treated as having sufficient earnings and profits to treat as a
dividend any distribution by us up to the amount required to be distributed in
order to avoid imposition of the 4% excise tax discussed above. Moreover, any
"deficiency distribution" will be treated as an ordinary or capital gain
distribution, as the case may be, regardless of our earnings and profits. As a
result, stockholders may be required to treat as taxable some distributions that
would otherwise result in a tax-free return of capital.

Capital Gain Distributions

Distributions to U.S. stockholders that we properly designate as capital
gain distributions will be treated as long-term capital gains to the extent they
do not exceed our actual net capital gain, for the taxable year without regard
to the period for which the U.S. stockholder has held his stock.

Passive Activity Loss and Investment Interest Limitations

Our distributions and any gain you realize from a disposition of shares
will not be treated as passive activity income, and stockholders may not be able
to utilize any of their "passive losses" to offset this income on their personal
tax returns. Our distributions (to the extent they do not constitute a return of
capital) will generally be treated as investment income for purposes of the
limitations on the deduction of investment interest. Net capital gain from a
disposition of shares and capital gain distributions generally will be included
in investment income for purposes of the investment interest deduction
limitations only if, and to the extent, you so elect, in which case any such
capital gains will be taxed as ordinary income.

Certain Dispositions of the Shares

In general, any gain or loss realized upon a taxable disposition of shares
by a U.S. stockholder who is not a dealer in securities will be treated as
long-term capital gain or loss if the shares have been held for more than 12
months and as short-term capital gain or loss if the shares have been held for
12 months or less. If, however, a U.S. stockholder has received any capital
gains distributions with respect to his shares, any loss realized upon a taxable
disposition of shares held for six months or less, to the extent of the capital
gains distributions received with respect to his shares, will be treated as
long-term capital loss. Also, the Internal Revenue Service is authorized to
issue Treasury Regulations that would subject a portion of the capital gain a
U.S. stockholder recognizes from selling his shares or from a capital gain
distribution to a tax at a 25% rate, to the extent the capital gain is
attributable to depreciation previously deducted.

Information Reporting Requirements and Backup Withholding for U.S.
Stockholders

Under some circumstances, U.S. stockholders may be subject to backup
withholding at a rate of 31% on payments made with respect to, or cash proceeds
of a sale or exchange of, our shares. Backup withholding will apply only if the
stockholder:

.    fails to furnish his or her taxpayer identification number (which, for
an individual, would be his or her Social Security Number);

.    furnishes an incorrect tax identification number;

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.    is notified by the Internal Revenue Service that he or she has failed
properly to report payments of interest and distributions or is
otherwise subject to backup withholding; or

.    under some circumstances, fails to certify, under penalties of
perjury, that he or she has furnished a correct tax identification
number and that (a) he or she has not been notified by the Internal
Revenue Service that he or she is subject to backup withholding for
failure to report interest and distribution payments or (b) he or she
has been notified by the Internal Revenue Service that he or she is no
longer subject to backup withholding.

Backup withholding will not apply with respect to payments made to some
stockholders, such as corporations and tax-exempt organizations. Backup
withholding is not an additional tax. Rather, the amount of any backup
withholding with respect to a payment to a U.S. stockholder will be allowed as a
credit against the U.S. stockholder's U.S. federal income tax liability and may
entitle the U.S. stockholder to a refund, provided that the required information
is furnished to the Internal Revenue Service. U.S. stockholders should consult
their own tax advisors regarding their qualifications for exemption from backup
withholding and the procedure for obtaining an exemption.

Treatment of Tax-Exempt Stockholders

Tax-exempt entities such as employee pension benefit trusts, individual
retirement accounts, charitable remainder trusts, etc. generally are exempt from
federal income taxation. Such entities are subject to taxation, however, on any
"unrelated business taxable income" (UBTI), as defined in the Internal Revenue
Code. Our payment of dividends to a tax-exempt employee pension benefit trust or
other domestic tax-exempt stockholder generally will not constitute UBTI to such
stockholder unless such stockholder has borrowed to acquire or carry its shares.

In the event that we are deemed to be "predominately held" by qualified
employee pension benefit trusts that each hold more than 10% (in value) of our
shares, such trusts would be required to treat a percentage of the dividend
distributions paid to them as UBTI. We would be deemed to be "predominately
held" by such trusts if either (1) one employee pension benefit trust owns more
than 25% in value of our shares, or (2) any group of such trusts, each owning
more than 10% in value of our shares, holds in the aggregate more than 50% in
value of our shares. If either of these ownership thresholds were ever exceeded,
any qualified employee pension benefit trust holding more than 10% in value of
our shares would be subject to tax on that portion of our dividend distributions
made to it which is equal to the percentage of our income which would be UBTI if
we, ourselves, were a qualified trust, rather than a REIT. We will attempt to
monitor the concentration of ownership of employee pension benefit trusts in our
shares, and we do not expect our shares to be deemed to be "predominately held"
by qualified employee pension benefit trusts, as defined in the Internal Revenue
Code, to the extent required to trigger the treatment of our income as UBTI to
such trusts.

For social clubs, voluntary employee benefit associations, supplemental
unemployment benefit trusts and qualified group legal services plans exempt from
federal income taxation under Sections 501(c)(7), (c)(9), (c)(17) and (c)(20) of
the Internal Revenue Code, respectively, income from an investment in our shares
will constitute UBTI unless the stockholder in question is able to deduct
amounts "set aside" or placed in reserve for certain purposes so as to offset
the UBTI generated. Any such organization that is a prospective investor in our
shares should consult its own tax advisor concerning these "set aside" and
reserve requirements.

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Special Tax Considerations for Non-U.S. Stockholders

The rules governing U.S. income taxation of non-resident alien individuals,
foreign corporations, foreign partnerships and foreign trusts and estates
(collectively, "Non-U.S. stockholders") are complex. The following discussion is
intended only as a summary of these rules. Non-U.S. stockholders should consult
with their own tax advisors to determine the impact of federal, state and local
income tax laws on an investment in our shares, including any reporting
requirements.

Income Effectively Connected With a U.S. Trade or Business

In general, Non-U.S. stockholders will be subject to regular U.S. federal
income taxation with respect to their investment in our shares if the income
derived therefrom is "effectively connected" with the Non-U.S. stockholder's
conduct of a trade or business in the United States. A corporate Non-U.S.
stockholder that receives income that is (or is treated as) effectively
connected with a U.S. trade or business also may be subject to a branch profits
tax under Section 884 of the Internal Revenue Code, which is payable in addition
to the regular U.S. federal corporate income tax.

The following discussion will apply to Non-U.S. stockholders whose income
derived from ownership of our shares is deemed to be not "effectively connected"
with a U.S. trade or business.

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

A distribution to a Non-U.S. stockholder that is not attributable to gain
realized by us from the sale or exchange of a United States real property
interest and that we do not designate as a capital gain distribution will be
treated as an ordinary income distribution to the extent that it is made out of
current or accumulated earnings and profits. Generally, any ordinary income
distribution will be subject to a U.S. federal income tax equal to 30% of the
gross amount of the distribution unless this tax is reduced by the provisions of
an applicable tax treaty. Any such distribution in excess of our earnings and
profits will be treated first as a return of capital that will reduce each
Non-U.S. stockholder's basis in its shares (but not below zero) and then as gain
from the disposition of those shares, the tax treatment of which is described
under the rules discussed below with respect to dispositions of shares.

Distributions Attributable to Gain From the Sale or Exchange of a United
States Real Property Interest

Distributions to a Non-U.S. stockholder that are attributable to gain from
the sale or exchange of a United States real property interest will be taxed to
a Non-U.S. stockholder under Internal Revenue Code provisions enacted by the
Foreign Investment in Real Property Tax Act of 1980 (FIRPTA). Under FIRPTA, such
distributions are taxed to a Non-U.S. stockholder as if the distributions were
gains "effectively connected" with a U.S. trade or business. Accordingly, a
Non-U.S. stockholder will be taxed at the normal capital gain rates applicable
to a U.S. stockholder (subject to any applicable alternative minimum tax and a
special alternative minimum tax in the case of non-resident alien individuals).
Distributions subject to FIRPTA also may be subject to a 30% branch profits tax
when made to a corporate Non-U.S. stockholder that is not entitled to a treaty
exemption.

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

Although tax treaties may reduce our withholding obligations, based on
current law, we will generally be required to withhold from distributions to
Non-U.S. stockholders, and remit to the Internal Revenue Service:

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.    35% of designated capital gain distributions or, if greater, 35% of
the amount of any distributions that could be designated as capital
gain distributions; and

.    30% of ordinary income distributions (i.e., dividends paid out of our
earnings and profits).

In addition, if we designate prior distributions as capital gain distributions,
subsequent distributions, up to the amount of the prior distributions, will be
treated as capital gain distributions for purposes of withholding. A
distribution in excess of our earnings and profits will be subject to 30%
withholding if at the time of the distribution it cannot be determined whether
the distribution will be in an amount in excess of our current or accumulated
earnings and profits. If the amount of tax we withhold with respect to a
distribution to a Non-U.S. stockholder exceeds the stockholder's U.S. tax
liability with respect to that distribution, the Non-U.S. stockholder may file a
claim with the Internal Revenue Service for a refund of the excess.

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

A sale of our shares by a Non-U.S. stockholder will generally not be
subject to U.S. federal income taxation unless our shares constitute a "United
States real property interest" within the meaning of FIRPTA. Our shares will not
constitute a United States real property interest if we are a "domestically
controlled REIT." A "domestically controlled REIT" is a REIT that at all times
during a specified testing period has less than 50% in value of its shares held
directly or indirectly by Non-U.S. stockholders. We currently anticipate that we
will be a domestically controlled REIT. Therefore, sales of our shares should
not be subject to taxation under FIRPTA. However, we cannot assure you that we
will continue to be a domestically controlled REIT. If we were not a
domestically controlled REIT, whether a Non-U.S. stockholder's sale of our
shares would be subject to tax under FIRPTA as a sale of a United States real
property interest would depend on whether our shares were "regularly traded" on
an established securities market and on the size of the selling stockholder's
interest in us. Our shares currently are not "regularly traded" on an
established securities market.

If the gain on the sale of shares were subject to taxation under FIRPTA, a
Non-U.S. stockholder would be subject to the same treatment as a U.S.
stockholder with respect to the gain, subject to any applicable alternative
minimum tax and a special alternative minimum tax in the case of non-resident
alien individuals. In addition, distributions that are treated as gain from the
disposition of shares and are subject to tax under FIRPTA also may be subject to
a 30% branch profits tax when made to a corporate Non-U.S. stockholder that is
not entitled to a treaty exemption. Under FIRPTA, the purchaser of our shares
may be required to withhold 10% of the purchase price and remit this amount to
the Internal Revenue Service.

Even if not subject to FIRPTA, capital gains will be taxable to a Non-U.S.
stockholder if the Non-U.S. stockholder is a non-resident alien individual who
is present in the United States for 183 days or more during the taxable year and
some other conditions apply, in which case the non-resident alien individual
will be subject to a 30% tax on his or her U.S. source capital gains.

Recently promulgated Treasury Regulations may alter the procedures for
claiming the benefits of an income tax treaty. Our Non-U.S. stockholders should
consult their tax advisors concerning the effect, if any, of these Treasury
Regulations on an investment in our shares.

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Information Reporting Requirements and Backup Withholding for Non-U.S.
Stockholders

Additional issues may arise for information reporting and backup
withholding for Non-U.S. stockholders. Non-U.S. stockholders should consult
their tax advisors with regard to U.S. information reporting and backup
withholding requirements under the Internal Revenue Code.

Statement of Stock Ownership

We are required to demand annual written statements from the record holders
of designated percentages of our shares disclosing the actual owners of the
shares. Any record stockholder who, upon our request, does not provide us with
required information concerning actual ownership of the shares is required to
include specified information relating to his or her shares in his or her
federal income tax return. We also must maintain, within the Internal Revenue
District in which we are required to file our federal income tax return,
permanent records showing the information we have received about the actual
ownership of shares and a list of those persons failing or refusing to comply
with our demand.

State and Local Taxation

We and any operating subsidiaries we may form may be subject to state and
local tax in states and localities in which we or they do business or own
property. The tax treatment of the Wells REIT, Wells OP, any operating
subsidiaries we may form and the holders of our shares in local jurisdictions
may differ from the federal income tax treatment described above.

Tax Aspects of Our Operating Partnership

The following discussion summarizes certain federal income tax
considerations applicable to our investment in Wells OP, our operating
partnership. The discussion does not cover state or local tax laws or any
federal tax laws other than income tax laws.

Classification as a Partnership

We will be entitled to include in our income a distributive share of Wells
OP's income and to deduct our distributive share of Wells OP's losses only if
Wells OP is classified for federal income tax purposes as a partnership, rather
than as an association taxable as a corporation. Under applicable Treasury
Regulations (Check-the-Box-Regulations), an unincorporated U.S. entity with at
least two members may elect to be classified either as an association taxable as
a corporation or as a partnership. If such an entity fails to make an election,
it generally will be treated as a partnership for federal income tax purposes.
Wells OP intends to be classified as a partnership for federal income tax
purposes and will not elect to be treated as an association taxable as a
corporation under the Check-the-Box-Regulations.

Even though Wells OP will be treated as a partnership for federal income
tax purposes, since it will not elect to be taxable as a corporation under the
Check-the-Box Regulations, it could still be taxed as a corporation if it were
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.")

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Under applicable Treasury Regulations (PTP Regulations), limited safe
harbors from the definition of a publicly traded partnership are provided.
Pursuant to one of those safe harbors (Private Placement Exclusion), interests
in a partnership will not be treated as readily tradable on a secondary market
or the substantial equivalent thereof if (1) all interests in the partnership
were issued in a transaction (or transactions) that was not required to be
registered under the Securities Act of 1933, as amended, and (2) the partnership
does not have more than 100 partners at any time during the partnership's
taxable year. In determining the number of partners in a partnership, a person
owning an interest in a flow-through entity (such as a partnership, grantor
trust or S corporation) that owns an interest in the partnership is treated as a
partner in such partnership only if (a) substantially all of the value of the
owner's interest in the flow-through is attributable to the flow-through
entity's interest (direct or indirect) in the partnership, and (b) a principal
purpose of the use of the flow-through entity is to permit the partnership to
satisfy the 100 partner limitation. Wells OP qualifies for the Private Placement
Exclusion. Further, even if Wells OP were to be considered a publicly traded
partnership under the PTP Regulations because it is deemed to have more than 100
partners, Wells OP should not be treated as a corporation because it should be
eligible for the 90% Passive-Type Income Exception described above.

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 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 is
based on existing law, which is to a great extent the result of administrative
and judicial interpretation. No assurance can be given that administrative or
judicial changes would not modify the conclusions expressed in the opinion.

If for any reason Wells OP were taxable as a corporation, rather than a
partnership, for federal income tax purposes, we would not be able to qualify as
a REIT. (See "Federal Income Tax Considerations - Requirements for Qualification
as a REIT - Operational Requirements - Gross Income Tests" and "Requirements for
Qualification as a REIT - Operational Requirements - Asset Tests.") In addition,
any change in Wells OP's status for tax purposes might be treated as a taxable
event, in which case we might incur a tax liability without any related cash
distribution. Further, items of income and deduction of Wells OP would not pass
through to its partners, and its partners would be treated as stockholders for
tax purposes. Consequently, Wells OP would be required to pay income tax at
corporate tax rates on its net income, and distributions to its partners would
constitute dividends that would not be deductible in computing Wells OP's
taxable income.

Income Taxation of the Operating Partnership and its Partners

Partners, Not a Partnership, Subject to Tax. A partnership is not a taxable
entity for federal income tax purposes. As a partner in Wells OP, we will be
required to take into account our allocable share of Wells OP's income, gains,
losses, deductions, and credits for any taxable year of Wells OP ending within
or with our taxable year, without regard to whether we have received or will
receive any distribution from Wells OP.

Partnership Allocations. Although a partnership agreement generally
determines the allocation of income and losses among partners, such allocations
will be disregarded for tax purposes if they do not comply with the provisions
of Section 704(b) of the Internal Revenue Code and the Treasury Regulations

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promulgated thereunder. If an allocation is not recognized for federal income
tax purposes, the item subject to the allocation will be reallocated in
accordance with the partners' interests in the partnership, which will be
determined by taking into account all of the facts and circumstances relating to
the economic arrangement of the partners with respect to such item. Wells OP's
allocations of taxable income and loss are intended to comply with the
requirements of Section 704(b) of the Internal Revenue Code and the Treasury
Regulations promulgated thereunder.

Tax Allocations With Respect to Contributed Properties. Pursuant to Section
704(c) of the Internal Revenue Code, income, gain, loss, and deduction
attributable to appreciated or depreciated property that is contributed to a
partnership in exchange for an interest in the partnership must be allocated for
federal income tax purposes in a manner such that the contributor is charged
with, or benefits from, the unrealized gain or unrealized loss associated with
the property at the time of the contribution. The amount of such unrealized gain
or unrealized loss is generally equal to the difference between the fair market
value of the contributed property at the time of contribution and the adjusted
tax basis of such property at the time of contribution. Under applicable
Treasury Regulations, partnerships are required to use a "reasonable method" for
allocating items subject to Section 704(c) of the Internal Revenue Code and
several reasonable allocation methods are described therein.

Under the partnership agreement for Wells OP, depreciation or amortization
deductions of Wells OP generally will be allocated among the partners in
accordance with their respective interests in Wells OP, except to the extent
that Wells OP is required under Section 704(c) to use a method for allocating
depreciation deductions attributable to its properties that results in us
receiving a disproportionately large share of such deductions. We may possibly
be allocated (1) 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) taxable gain in the event of a sale of such contributed
properties in excess of the economic profit allocated to us as a result of such
sale. These allocations may cause us to recognize taxable income in excess of
cash proceeds received by us, which might adversely affect our ability to comply
with the REIT distribution requirements, although we do not anticipate that this
event will occur. The foregoing principles also will affect the calculation of
our earnings and profits for purposes of determining which portion of our
distributions is taxable as a dividend. The allocations described in this
paragraph may result in a higher portion of our distributions being taxed as a
dividend than would have occurred had we purchased such properties for cash.

Basis in Operating Partnership Interest. The adjusted tax basis of our
partnership interest in Wells OP generally is equal to (1) the amount of cash
and the basis of any other property contributed to Wells OP by us, (2) increased
by (A) our allocable share of Wells OP's income and (B) our allocable share of
the indebtedness of Wells OP, and (3) reduced, but not below zero, by (A) our
allocable share of Wells OP's loss and (B) the amount of cash distributed to us,
including constructive cash distributions resulting from a reduction in our
share of the indebtedness of Wells OP.

If the allocation of our distributive share of Wells OP's losses would
reduce the adjusted tax basis of our partnership interest in Wells OP below
zero, the recognition of such losses will be deferred until such time as the
recognition of such losses would not reduce our adjusted tax basis below zero.
If a distribution from Wells OP or a reduction in our share of Wells OP's
liabilities (which is treated as a constructive distribution for tax purposes)
would reduce our adjusted tax basis below zero, any such distribution, including
a constructive distribution, would cause us to recognize taxable income equal to
the amount of such distribution in excess of our adjusted tax basis. The gain
realized by us upon the receipt of any such distribution or constructive
distribution would normally be characterized as capital gain, and if our
partnership interest in Wells OP has been held for longer than the long-term
capital gain holding period (currently one year), the distribution would
constitute long-term capital gain.

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Depreciation Deductions Available to the Operating Partnership. Wells OP
will use a portion of contributions made by the Wells REIT from offering
proceeds to acquire interests in properties. Wells OP's initial basis in such
properties for federal income tax purposes generally will be equal to the
purchase price paid by Wells OP. Wells OP plans to depreciate each such
depreciable property for federal income tax purposes under the alternative
depreciation system of depreciation (ADS). Under ADS, Wells OP generally will
depreciate buildings and improvements over a 40-year recovery period using a
straight-line method and a mid-month convention and will depreciate furnishings
and equipment over a 12-year recovery period. To the extent that Wells OP
acquires properties in exchange for units of Wells OP, Wells OP's initial basis
in each such property for federal income tax purposes should be the same as the
transferor's basis in that property on the date of acquisition by Wells OP.
Although the law is not entirely clear, Wells OP generally intends to depreciate
such depreciable property for federal income tax purposes over the same
remaining useful lives and under the same methods used by the transferors of
such properties.

Sale of the Operating Partnership's Property

Generally, any gain realized by Wells OP on the sale of property held for
more than one year will be long-term capital gain, except for any portion of
such gain that is treated as depreciation or cost recovery recapture. Any gain
recognized by Wells OP upon the disposition of a property will be allocated
among the partners in accordance with their respective percentage interests in
Wells OP.

Our share of any gain realized by Wells OP on the sale of any property held
by Wells OP as inventory or other property held primarily for sale to customers
in the ordinary course of Wells OP's trade or business will be treated as income
from a prohibited transaction that is subject to a 100% penalty tax. Such
prohibited transaction income also may have an adverse effect upon our ability
to satisfy the Income Tests for maintaining our REIT status. (See "Federal
Income Tax Considerations - Requirements for Qualification as a REIT - Gross
Income Tests" above.) We, however, do not presently intend to acquire or hold or
allow Wells OP to acquire or hold any property that represents inventory or
other property held primarily for sale to customers in the ordinary course of
our or Wells OP's trade or business.

ERISA Considerations

The following is a summary of some non-tax considerations associated with
an investment in our shares by a qualified employee pension benefit plan or an
individual retirement account (IRA). This summary is based on provisions of the
Employee Retirement Income Security Act of 1974, as amended (ERISA), and the
Internal Revenue Code, as amended through the date of this prospectus, and
relevant regulations and opinions issued by the Department of Labor and the
Internal Revenue Service. We cannot assure you that there will not be adverse
tax decisions or legislative, regulatory or administrative changes which would
significantly modify the statements expressed herein. Any such changes may or
may not apply to transactions entered into prior to the date of their enactment.

Each fiduciary of an employee pension benefit plan subject to ERISA, such
as a profit sharing, section 401(k) or pension plan, or of any other retirement
plan or account subject to Section 4975 of the Internal Revenue Code, such as an
IRA (Benefit Plans), seeking to invest plan assets in our shares must, taking
into account the facts and circumstances of such Benefit Plan, consider, among
other matters:

.    whether the investment is consistent with the applicable provisions of
ERISA and the Internal Revenue Code;

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.    whether, under the facts and circumstances appertaining to the Benefit
Plan in question, the fiduciary's responsibility to the plan has been
satisfied;

.    whether the investment will produce UBTI to the Benefit Plan (see
"Federal Income Tax Considerations - Treatment of Tax-Exempt
Stockholders"); and

.    the need to value the assets of the Benefit Plan annually.

Under ERISA, a plan fiduciary's responsibilities include the following
duties:

.    to act solely in the interest of plan participants and beneficiaries
and for the exclusive purpose of providing benefits to them, as well
as defraying reasonable expenses of plan administration;

.    to invest plan assets prudently;

.    to diversify the investments of the plan unless it is clearly prudent
not to do so;

.    to ensure sufficient liquidity for the plan; and

.    to consider whether an investment would constitute or give rise to a
prohibited transaction under ERISA or the Internal Revenue Code.

ERISA also requires that the assets of an employee benefit plan be held in trust
and that the trustee, or a duly authorized named fiduciary or investment
manager, have exclusive authority and discretion to manage and control the
assets of the plan.

Prohibited Transactions

Section 406 of ERISA and Section 4975 of the Internal Revenue Code prohibit
specified transactions involving the assets of a Benefit Plan which are between
the plan and any "party in interest" or "disqualified person" with respect to
that Benefit Plan. These transactions are prohibited regardless of how
beneficial they may be for the Benefit Plan. Prohibited transactions include the
sale, exchange or leasing of property, and the lending of money or the extension
of credit, between a Benefit Plan and a party in interest or disqualified
person. The transfer to, or use by or for the benefit of, a party in interest,
or disqualified person of any assets of a Benefit Plan is also prohibited. A
fiduciary of a Benefit Plan also is prohibited from engaging in self-dealing,
acting for a person who has an interest adverse to the plan or receiving any
consideration for its own account from a party dealing with the plan in a
transaction involving plan assets. Furthermore, Section 408 of the Internal
Revenue Code states that assets of an IRA trust may not be commingled with other
property except in a common trust fund or common investment fund.

Plan Asset Considerations

In order to determine whether an investment in our shares by Benefit Plans
creates or gives rise to the potential for either prohibited transactions or a
commingling of assets as referred to above, a fiduciary must consider whether an
investment in our shares will cause our assets to be treated as assets of the
investing Benefit Plans. Neither ERISA nor the Internal Revenue Code define the
term "plan assets," however, U.S. Department of Labor Regulations provide
guidelines as to whether, and under what circumstances, the underlying assets of
an entity will be deemed to constitute assets of a Benefit Plan when the plan
invests in that entity (Plan Assets Regulation). Under the Plan Assets
Regulation, the

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assets of corporations, partnerships or other entities in which a Benefit Plan
makes an equity investment will generally be deemed to be assets of the Benefit
Plan unless the entity satisfies one of the exceptions to this general rule. As
discussed below, we have received an opinion of counsel that, based on the Plan
Assets Regulation, our underlying assets should not be deemed to be "plan
assets" of Benefit Plans investing in shares, assuming the conditions set forth
in the opinion are satisfied, based upon the fact that at least one of the
specific exemptions set forth in the Plan Assets Regulation is satisfied, as
determined under the criteria set forth below.

Specifically, the Plan Assets Regulation provides that the underlying
assets of REITs will not be treated as assets of a Benefit Plan investing
therein if the interest the Benefit Plan acquires is a "publicly-offered
security." A publicly-offered security must be:

.    sold as part of a public offering registered under the Securities Act
of 1933, as amended, and be part of a class of securities registered
under the Securities Exchange Act of 1934, as amended, within a
specified time period;

.    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 well in excess of 100 independent stockholders. Thus, both the
first and second criterion of the publicly-offered security exception will be
satisfied.

Whether a security is "freely transferable" depends upon the particular
facts and circumstances. For example, our shares are subject to certain
restrictions on transferability intended to ensure that we continue to qualify
for federal income tax treatment as a REIT. The regulation provides, however,
that where the minimum investment in a public offering of securities is $10,000
or less, the presence of a restriction on transferability intended to prohibit
transfers which would result in a termination or reclassification of the entity
for state or federal tax purposes will not ordinarily affect a determination
that such securities are "freely transferable." The minimum investment in our
shares is less than $10,000; thus, the restrictions imposed in order to maintain
our status as a REIT should not cause the shares to be deemed not "freely
transferable. "

In the event that our underlying assets were treated by the Department of
Labor as the assets of investing Benefit Plans, our management would be treated
as fiduciaries with respect to each Benefit Plan stockholder, and an investment
in our shares might constitute an ineffective delegation of fiduciary
responsibility to Wells Capital, our advisor, and expose the fiduciary of the
Benefit Plan to co-fiduciary liability under ERISA for any breach by Wells
Capital of the fiduciary duties mandated under ERISA. Further, if our assets are
deemed to be "plan assets," an investment by an IRA in our shares might be
deemed to result in an impermissible commingling of IRA assets with other
property.

If Wells Capital, our advisor, or its affiliates were treated as
fiduciaries with respect to Benefit Plan stockholders, the prohibited
transaction restrictions of ERISA and the Internal Revenue Code would apply to
any transaction involving our assets. These restrictions could, for example,
require that we avoid transactions with entities that are affiliated with us or
our affiliates or restructure our activities in order to obtain an
administrative exemption from the prohibited transaction restrictions.
Alternatively, we might have to provide Benefit Plan stockholders with the
opportunity to sell their shares to us or we might dissolve or terminate.

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If a prohibited transaction were to occur, the Internal Revenue Code
imposes an excise tax equal to 15% of the amount involved and authorizes the IRS
to impose an additional 100% excise tax if the prohibited transaction is not
"corrected" in a timely manner. These taxes would be imposed on any disqualified
person who participates in the prohibited transaction. In addition, Wells
Capital and possibly other fiduciaries of Benefit Plan stockholders subject to
ERISA who permitted the prohibited transaction to occur or who otherwise
breached their fiduciary responsibilities, or a non-fiduciary participating in a
prohibited transaction, could be required to restore to the Benefit Plan any
profits they realized as a result of the transaction or breach, and make good to
the Benefit Plan any losses incurred by the Benefit Plan as a result of the
transaction or breach. With respect to an IRA that invests in our shares, the
occurrence of a prohibited transaction involving the individual who established
the IRA, or his or her beneficiary, would cause the IRA to lose its tax-exempt
status under Section 408(e)(2) of the Internal Revenue Code.

We have obtained an opinion from Holland & Knight that it is more likely
than not that our shares will be deemed to 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 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

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valuation and annual reporting responsibilities with respect to ownership of
shares, we intend to have our advisor prepare annual reports of the estimated
value of our shares. The methodology to be utilized for determining such
estimated share values will be for our advisor to estimate the amount a
stockholder would receive if our properties were sold at their estimated fair
market values at the end of the fiscal year and the proceeds therefrom (without
reduction for selling expenses) were distributed to the stockholders in
liquidation. Due to the inordinate expense involved in obtaining annual
appraisals for all of our properties, no actual appraisals will be obtained;
however, in connection with the advisor's estimated valuations, the advisor will
obtain a third party opinion that its estimates of value are reasonable. We will
provide our reports to plan fiduciaries and IRA trustees and custodians who
identify themselves to us and request this information.

Until December 31, 2002, we intend to use the offering price of shares as
the per share net asset value. Beginning with the year 2003, we will have our
advisor prepare estimated valuations utilizing the methodology described above.
You should be cautioned, however, that such valuations will be estimates only
and will be based upon a number of assumptions that may not be accurate or
complete. As set forth above, we will not obtain appraisals for our properties
and, accordingly, the advisor's estimates should not be viewed as an accurate
reflection of the fair market value of our properties, nor will they represent
the amount of net proceeds that would result from an immediate sale of our
properties. In addition, property values are subject to change and can always
decline in the future. For these reasons, our estimated valuations should not be
utilized for any purpose other than to assist plan fiduciaries in fulfilling
their valuation and annual reporting responsibilities. Further, we cannot assure
you:

.    that the estimated values we obtain could or will actually be realized
by us or by our stockholders upon liquidation (in part because
estimated values do not necessarily indicate the price at which assets
could be sold and because no attempt will be made to estimate the
expenses of selling any of our assets);

.    that our stockholders could realize these values if they were to
attempt to sell their shares; or

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

Description of Shares

The following description of the shares is not complete but is a summary of
portions of our articles of incorporation and is qualified in its entirety by
reference to our articles of incorporation.

Under our articles of incorporation, we have authority to issue a total of
500,000,000 shares of capital stock. Of the total shares authorized, 350,000,000
shares are designated as common stock with a par value of $0.01 per share,
50,000,000 shares are designated as preferred stock with a par value of $0.01
per share and 100,000,000 shares are designated as shares-in-trust, which would
be issued only in the event we have purchases in excess of the ownership limits
described below.

As of ____________, 2002, approximately ______________ shares of our common
stock were issued and outstanding, and no shares of preferred stock or
shares-in-trust were issued and outstanding.

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Common Stock

The holders of common stock are entitled to one vote per share on all
matters voted on by stockholders, including election of our directors. Our
articles of incorporation do not provide for cumulative voting in the election
of our directors. Therefore, the holders of a majority of the outstanding common
shares can elect our entire board of directors. Subject to any preferential
rights of any outstanding series of preferred stock, the holders of common stock
are entitled to such dividends as may be declared from time to time by our board
of directors out of legally available funds and, upon liquidation, are entitled
to receive all assets available for distribution to our stockholders. All shares
issued in the offering will be fully paid and non-assessable shares of common
stock. Holders of shares of common stock will not have preemptive rights, which
means that you will not have an automatic option to purchase any new shares that
we issue.

We will not issue certificates for our shares. Shares will be held in
"uncertificated" form which will eliminate the physical handling and safekeeping
responsibilities inherent in owning transferable stock certificates and
eliminate the need to return a duly executed stock certificate to effect a
transfer. Wells Capital, our advisor, acts as our registrar and as the transfer
agent for our shares. Transfers can be effected simply by mailing to Wells
Capital a transfer and assignment form, which we will provide to you at no
charge.

Preferred Stock

Our articles of incorporation authorize our board of directors to designate
and issue one or more classes or series of preferred stock without stockholder
approval. Our board of directors may determine the relative rights, preferences
and privileges of each class or series of preferred stock so issued, which may
be more beneficial than the rights, preferences and privileges attributable to
the common stock. The issuance of preferred stock could have the effect of
delaying or preventing a change in control of the Wells REIT. Our board of
directors has no present plans to issue preferred stock, but may do so at any
time in the future without stockholder approval.

Meetings and Special Voting Requirements

An annual meeting of the stockholders will be held each year, at least 30
days after delivery of our annual report. Special meetings of stockholders may
be called only upon the request of a majority of our directors, a majority of
the independent directors, the chairman, the president or upon the written
request of stockholders holding at least 10% of the shares. The presence of a
majority of the outstanding shares either in person or by proxy shall constitute
a quorum. Generally, the affirmative vote of a majority of all votes entitled to
be cast is necessary to take stockholder action authorized by our articles of
incorporation, except that a majority of the votes represented in person or by
proxy at a meeting at which a quorum is present is sufficient to elect a
director.

Under Maryland Corporation Law and our articles of incorporation,
stockholders are entitled to vote at a duly held meeting at which a quorum is
present on (1) amendments of our articles of incorporation, (2) a liquidation or
dissolution of the Wells REIT, (3) a reorganization of the Wells REIT, (4) a
merger, consolidation or sale or other disposition of substantially all of our
assets, and (5) a termination of our status as a REIT. Accordingly, any
provision in our articles of incorporation, including our investment objectives,
can be amended by the vote of a majority of our stockholders. Stockholders
voting against any merger or sale of assets are permitted under Maryland
Corporation Law to petition a court for the appraisal and payment of the fair
value of their shares. In an appraisal proceeding, the court appoints appraisers
who attempt to determine the fair value of the stock as of the date of the
stockholder vote on the merger or sale of assets. After considering the
appraisers' report, the court makes the final

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determination of the fair value to be paid to the dissenting stockholder and
decides whether to award interest from the date of the merger or sale of assets
and costs of the proceeding to the dissenting stockholders.

Wells Capital, as our advisor, is selected and approved annually by our
directors. While the stockholders do not have the ability to vote to replace
Wells Capital or to select a new advisor, stockholders do have the ability, by
the affirmative vote of a majority of the shares entitled to vote on such
matter, to elect to remove a director from our board.

Stockholders are entitled to receive a copy of our stockholder list upon
request. The list provided by us will include each stockholder's name, address
and telephone number, if available, and number of shares owned by each
stockholder and will be sent within 10 days of the receipt by us of the request.
A stockholder requesting a list will be required to pay reasonable costs of
postage and duplication. We have the right to request that a requesting
stockholder represent to us that the list will not be used to pursue commercial
interests.

In addition to the foregoing, stockholders have rights under Rule 14a-7
under the Securities Exchange Act, which provides that, upon the request of
investors and the payment of the expenses of the distribution, we are required
to distribute specific materials to stockholders in the context of the
solicitation of proxies for voting on matters presented to stockholders or, at
our option, provide requesting stockholders with a copy of the list of
stockholders so that the requesting stockholders may make the distribution of
proxies themselves.

Restriction on Ownership of Shares

In order for us to qualify as a REIT, not more than 50% of our outstanding
shares may be owned by any five or fewer individuals, including some tax-exempt
entities. In addition, the outstanding shares must be owned by 100 or more
persons independent of us and each other during at least 335 days of a 12-month
taxable year or during a proportionate part of a shorter taxable year. We may
prohibit certain acquisitions and transfers of shares so as to ensure our
continued qualification as a REIT under the Internal Revenue Code. However, we
cannot assure you that this prohibition will be effective.

In order to assist us in preserving our status as a REIT, our articles of
incorporation contain a limitation on ownership that prohibits any person or
group of persons from acquiring, directly or indirectly, beneficial ownership of
more than 9.8% of our outstanding shares. Our articles of incorporation provide
that any transfer of shares that would violate our share ownership limitations
is null and void and the intended transferee will acquire no rights in such
shares, unless the transfer is approved by our board of directors based upon
receipt of information that such transfer would not violate the provisions of
the Internal Revenue Code for qualification as a REIT.

Shares in excess of the ownership limit which are attempted to be
transferred will be designated as "shares-in-trust" and will be transferred
automatically to a trust effective on the day before the reported transfer of
such shares. The record holder of the shares that are designated as
shares-in-trust will be required to submit such number of shares to the Wells
REIT in the name of the trustee of the trust. We will designate a trustee of the
share trust that will not be affiliated with us. We will also name one or more
charitable organizations as a beneficiary of the share trust. Shares-in-trust
will remain issued and outstanding shares and will be entitled to the same
rights and privileges as all other shares of the same class or series. The
trustee will receive all dividends and distributions on the shares-in-trust and
will hold such dividends or distributions in trust for the benefit of the
beneficiary. The trustee will vote all shares-in-trust during the period they
are held in trust.

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At our direction, the trustee will transfer the shares-in-trust to a person
whose ownership will not violate the ownership limits. The transfer shall be
made within 20 days of our receipt of notice that shares have been transferred
to the trust. During this 20-day period, we will have the option of redeeming
such shares. Upon any such transfer or redemption, the purported transferee or
holder shall receive a per share price equal to the lesser of (1) the price per
share in the transaction that created such shares-in-trust, or (2) the market
price per share on the date of the transfer or redemption.

Any person who (1) acquires shares in violation of the foregoing
restriction or who owns shares that were transferred to any such trust is
required to give immediate written notice to the Wells REIT of such event, or
(2) transfers or receives shares subject to such limitations is required to give
the Wells REIT 15 days written notice prior to such transaction. In both cases,
such persons shall provide to the Wells REIT such other information as we may
request in order to determine the effect, if any, of such transfer on our status
as a REIT.

The foregoing restrictions will continue to apply until (1) our board of
directors determines it is no longer in our best interest to continue to qualify
as a REIT, and (2) there is an affirmative vote of the majority of shares
entitled to vote on such matter at a regular or special meeting of our
stockholders.

The ownership limit does not apply to an offeror which, in accordance with
applicable federal and state securities laws, makes a cash tender offer, where
at least 85% of the outstanding shares are duly tendered and accepted pursuant
to the cash tender offer. The ownership limit also does not apply to the
underwriter in a public offering of shares or to a person or persons so exempted
from the ownership limit by our board of directors based upon appropriate
assurances that our qualification as a REIT is not jeopardized.

Any person who owns 5% or more of the outstanding shares during any taxable
year will be asked to deliver a statement or affidavit setting forth the number
of shares beneficially owned, directly or indirectly.

Dividends

Dividends will be paid on a quarterly basis regardless of the frequency
with which such dividends are declared. Dividends will be paid to investors who
are stockholders as of the record dates selected by our directors. We currently
calculate our quarterly dividends based upon daily record and dividend
declaration dates so our investors will be entitled to be paid dividends
immediately upon their purchase of shares. We then make quarterly dividend
payments following the end of each calendar quarter.

We are required to make distributions sufficient to satisfy the
requirements for qualification as a REIT for tax purposes. Generally, income
distributed as dividends will not be taxable to us under the Internal Revenue
Code if we distribute at least 90% of our taxable income. (See "Federal Income
Tax Considerations - Requirements for Qualification as a REIT.")

Dividends will be declared at the discretion of our board of directors, in
accordance with our earnings, cash flow and general financial condition. Our
board's discretion will be directed, in substantial part, by its obligation to
cause us to comply with the REIT requirements. Because we may receive income
from interest or rents at various times during our fiscal year, dividends may
not reflect our income earned in that particular distribution period but may be
made in anticipation of cash flow which we expect to receive during a later
quarter and may be made in advance of actual receipt of funds in an attempt to
make dividends relatively uniform. We may borrow money, issue new securities or
sell assets in order to make dividend distributions.

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We are not prohibited from distributing our own securities in lieu of
making cash dividends to stockholders, provided that the securities so
distributed to stockholders are readily marketable. Stockholders who receive
marketable securities in lieu of cash dividends may incur transaction expenses
in liquidating the securities.

Dividend Reinvestment Plan

We currently have a dividend reinvestment plan available that allows you to
have your dividends otherwise distributable to you invested in additional shares
of the Wells REIT.

You may purchase shares under our dividend reinvestment plan for $10 per
share until all of the shares registered as part of this offering have been
sold. After this time, we may purchase shares either through purchases on the
open market, if a market then exists, or through an additional issuance of
shares. In any case, the price per share will be equal to the then-prevailing
market price, which shall equal the price on the securities exchange or
over-the-counter market on which such shares are listed at the date of purchase
if such shares are then listed. A copy of our Amended and Restated Dividend
Reinvestment Plan as currently in effect is included as Exhibit B to this
prospectus.

You may elect to participate in the dividend reinvestment plan by
completing the Subscription Agreement, the enrollment form or by other written
notice to the plan administrator. Participation in the 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 dividends in our shares
would cause the percentage ownership limitation contained in our articles of
incorporation to be exceeded. In addition, you may terminate your participation
in the dividend reinvestment plan at any time by providing us with written
notice.

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 withheld and reinvested pursuant to the
dividend reinvestment plan. Specifically, you will be treated as if you have
received the dividend from us in cash and then applied such dividend to the
purchase of additional shares. You will be taxed on the amount of such dividend
as ordinary income to the extent such dividend is from current or accumulated
earnings and profits, unless we have designated all or a portion of the dividend
as a capital gain dividend.

Share Redemption Program

Prior to the time that our shares are listed on a national securities
exchange, stockholders of the Wells REIT who have held their shares for at least
one year may receive the benefit of limited interim liquidity by presenting for
redemption all or any portion of their shares to us at any time in accordance
with the procedures outlined herein. At that time, we may, subject to the
conditions and limitations described below, redeem the shares presented for
redemption for cash to the extent that we have sufficient funds available to us
to fund such redemption.

If you have held your shares for the required one-year period, you may
redeem your shares for a purchase price equal to the lesser of (1) $10 per
share, or (2) the purchase price per share that you actually paid for your
shares of the Wells REIT. In the event that you are redeeming all of your
shares, shares purchased pursuant to our dividend reinvestment plan may be
excluded from the foregoing one-year holding period requirement, in the
discretion of our board of directors. In addition, for purposes of the one-year
holding period, limited partners of Wells OP who exchange their limited
partnership units for shares in the Wells REIT shall be deemed to have owned
their shares as of the date they were issued their

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limited partnership units in Wells OP. Our board of directors reserves the right
in its sole discretion at any time and from time to time to (1) change the
purchase price for redemptions, or (2) otherwise amend the terms of our share
redemption program. In addition, our board of directors has delegated to our
officers the right to (1) waive the one-year holding period in the event of the
death or bankruptcy of a stockholder or other exigent circumstances, or (2)
reject any request for redemption at any time and for any reason.

Redemption of shares, when requested, will be made quarterly on a
first-come, first-served basis. Subject to funds being available, we will limit
the number of shares redeemed pursuant to our share redemption program as
follows: (1) during any calendar year, we will not redeem in excess of 3.0% of
the weighted average number of shares outstanding during the prior calendar
year; and (2) funding for the redemption of shares will come exclusively from
the proceeds we receive from the sale of shares under our dividend reinvestment
plan such that in no event shall the aggregate amount of redemptions under our
share redemption program exceed aggregate proceeds received from the sale of
shares pursuant to our dividend reinvestment plan. The board of directors, in
its sole discretion, may choose to terminate the share redemption program or to
reduce the number of shares purchased under the share redemption program if it
determines the funds otherwise available to fund our share redemption program
are needed for other purposes. (See "Risk Factors - Investment Risks.")

We cannot guarantee that the funds set aside for our share redemption
program will be sufficient to accommodate all requests made in any year. If we
do not have such funds available, at the time when redemption is requested, you
can (1) withdraw your request for redemption, or (2) ask that we honor your
request at such time, if any, when sufficient funds become available. Such
pending requests will be honored on a first-come, first-served basis.

Our share redemption program is only intended to provide interim liquidity
for stockholders until a secondary market develops for the shares. No such
market presently exists, and we cannot assure you that any market for your
shares will ever develop.

The shares we redeem under our share redemption program will be cancelled,
and will be held as treasury stock. We will not resell such shares to the public
unless they are first registered with the Securities and Exchange Commission
(Commission) under the Securities Act of 1933 and under appropriate state
securities laws or otherwise sold in compliance with such laws.

Restrictions on Roll-Up Transactions

In connection with any proposed transaction considered a "Roll-up
Transaction" involving the Wells REIT and the issuance of securities of an
entity (a Roll-up Entity) that would be created or would survive after the
successful completion of the Roll-up Transaction, an appraisal of all properties
shall be obtained from a competent independent appraiser. The properties shall
be appraised on a consistent basis, and the appraisal shall be based on the
evaluation of all relevant information and shall indicate the value of the
properties as of a date immediately prior to the announcement of the proposed
Roll-up Transaction. The appraisal shall assume an orderly liquidation of
properties over a 12-month period. The terms of the engagement of the
independent appraiser shall clearly state that the engagement is for our benefit
and the stockholders. A summary of the appraisal, indicating all material
assumptions underlying the appraisal, shall be included in a report to
stockholders in connection with any proposed Roll-up Transaction.

A "Roll-up Transaction" is a transaction involving the acquisition, merger,
conversion or consolidation, directly or indirectly, of the Wells REIT and the
issuance of securities of a Roll-up Entity. This term does not include:

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.    a transaction involving our securities that have been for at least 12
months listed on a national securities exchange or included for
quotation on NASDAQ; or

.    a transaction involving the conversion to corporate, trust, or
association form of only the Wells REIT if, as a consequence of the
transaction, there will be no significant adverse change in any of the
following: stockholder voting rights; the term of our existence;
compensation to Wells Capital; or our investment objectives.

In connection with a proposed Roll-up Transaction, the person sponsoring
the Roll-up Transaction must offer to stockholders who vote "no" on the proposal
the choice of:

(1)  accepting the securities of a Roll-up Entity offered in the proposed
Roll-up Transaction; or

(2)  one of the following:

(A)  remaining as stockholders of the Wells REIT and preserving their
interests therein on the same terms and conditions as existed
previously, or

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

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

.    that would result in the stockholders having democracy rights in a
Roll-up Entity that are less than those provided in our bylaws and
described elsewhere in this prospectus, including rights with respect
to the election and removal of directors, annual reports, annual and
special meetings, amendment of our articles of incorporation, and
dissolution of the Wells REIT;

.    that includes provisions that would operate to materially impede or
frustrate the accumulation of shares by any purchaser of the
securities of the Roll-up Entity, except to the minimum extent
necessary to preserve the tax status of the Roll-up Entity, or which
would limit the ability of an investor to exercise the voting rights
of its securities of the Roll-up Entity on the basis of the number of
shares held by that investor;

.    in which investor's rights to access of records of the Roll-up Entity
will be less than those provided in the section of this prospectus
entitled "Description of Shares - Meetings and Special Voting
Requirements;" or

.    in which any of the costs of the Roll-up Transaction would be borne by
us if the Roll-up Transaction is not approved by the stockholders.

Business Combinations

Maryland Corporation Law prohibits certain business combinations between a
Maryland corporation and an interested stockholder or the interested
stockholder's affiliate for five years after the most recent date on which the
stockholder becomes an interested stockholder. These provisions of the Maryland
Corporation Law will not apply, however, to business combinations that are
approved or exempted by the board of directors of the corporation prior to the
time that the interested stockholder becomes an interested stockholder. As
permitted by Maryland Corporation Law, we have provided in our

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articles of incorporation that the business combination provisions of Maryland
Corporation Law will not apply to transactions involving the Wells REIT.

Control Share Acquisitions

Maryland Corporation Law provides that control shares of a Maryland
corporation acquired in a control share acquisition have no voting rights except
to the extent approved by a vote of two-thirds of the votes entitled to be cast
on the matter. Shares owned by the acquiror, or by officers or directors who are
employees of the corporation are not entitled to vote on the matter. As
permitted by Maryland Corporation Law, we have provided in our articles of
incorporation that the control share provisions of Maryland Corporation Law will
not apply to transactions involving the Wells REIT.

The Operating Partnership Agreement

General

Wells Operating Partnership, L.P. (Wells OP) was formed in January 1998 to
acquire, own and operate properties on our behalf. It is considered to be an
Umbrella Partnership Real Estate Investment Trust (UPREIT), which structure is
utilized generally to provide for the acquisition of real property from owners
who desire to defer taxable gain otherwise to be recognized by them upon the
disposition of their property. Such owners may also desire to achieve diversity
in their investment and other benefits afforded to owners of stock in a REIT.
For purposes of satisfying the Asset and Income Tests for qualification as a
REIT for tax purposes, the REIT's proportionate share of the assets and income
of an UPREIT, such as Wells OP, will be deemed to be assets and income of the
REIT.

The property owner's goals are accomplished because a property owner may
contribute property to an UPREIT in exchange for limited partnership units on a
tax-deferred basis. Further, Wells OP is structured to make distributions with
respect to limited partnership units which will be equivalent to the dividend
distributions made to stockholders of the Wells REIT. Finally, a limited partner
in Wells OP may later exchange his limited partnership units in Wells OP for
shares of the Wells REIT (in a taxable transaction) and, if our shares are then
listed, achieve liquidity for his investment.

Substantially all of our assets are held by Wells OP, and we intend to make
future acquisitions of real properties using the UPREIT structure. The Wells
REIT is the sole general partner of Wells OP and, as of ______________, 2002,
owned an approximately 99.___% equity percentage interest in Wells OP. Wells
Capital, our advisor, has contributed $200,000 to Wells OP and is currently the
only limited partner owning the other approximately 0.___% equity percentage
interest in Wells OP. As the sole general partner of Wells OP, we have the
exclusive power to manage and conduct the business of Wells OP.

The following is a summary of certain provisions of the partnership
agreement of Wells OP. This summary is not complete and is qualified by the
specific language in the partnership agreement. You should refer to the
partnership agreement, itself, which we have filed as an exhibit to the
registration statement, for more detail.

Capital Contributions

As we accept subscriptions for shares, we will transfer substantially all
of the net proceeds of the offering to Wells OP as a capital contribution;
however, we will be deemed to have made capital contributions in the amount of
the gross offering proceeds received from investors. Wells OP will be deemed to
have simultaneously paid the selling commissions and other costs associated with
the offering. If Wells OP requires additional funds at any time in excess of
capital contributions made by us and Wells

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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 result in Wells OP being taxed as a
corporation, rather than as a partnership. (See "Federal Income Tax
Considerations - Tax Aspects of the Operating Partnership - Classification as a
Partnership.")

The partnership agreement provides that Wells OP will distribute cash flow
from operations to the limited partners of Wells OP in accordance with their
relative percentage interests on at least a quarterly basis in amounts
determined by the Wells REIT as general partner such that a holder of one unit
of limited partnership interest in Wells OP will receive the same amount of
annual cash flow distributions from Wells OP as the amount of annual dividends
paid to the holder of one of our shares. Remaining cash from operations will be
distributed to the Wells REIT as the general partner to enable us to make
dividend distributions to our stockholders.

Similarly, the partnership agreement of Wells OP provides that taxable
income is allocated to the limited partners of Wells OP in accordance with their
relative percentage interests such that a holder of one unit of limited
partnership interest in Wells OP will be allocated taxable income for each
taxable year in an amount equal to the amount of taxable income to be recognized
by a holder of one of our shares, subject to compliance with the provisions of
Sections 704(b) and 704(c) of the Internal Revenue Code and corresponding
Treasury Regulations. Losses, if any, will generally be allocated among the
partners in accordance with their respective percentage interests in Wells OP.

Upon the liquidation of Wells OP, after payment of debts and obligations,
any remaining assets of Wells OP will be distributed to partners with positive
capital accounts in accordance with their respective positive capital account
balances. If the Wells REIT were to have a negative balance in its capital
account following a liquidation, it would be obligated to contribute cash to
Wells OP equal to such negative balance for distribution to other partners, if
any, having positive balances in their capital accounts.

In addition to the administrative and operating costs and expenses incurred
by Wells OP in acquiring and operating real properties, Wells OP will pay all
administrative costs and expenses of the Wells REIT and such expenses will be
treated as expenses of Wells OP. Such expenses will include:

.    all expenses relating to the formation and continuity of existence of
the Wells REIT;

.    all expenses relating to the public offering and registration of
securities by the Wells REIT;

.    all expenses associated with the preparation and filing of any
periodic reports by the Wells REIT under federal, state or local laws
or regulations;

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.    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 the Wells REIT being "closely held" within the meaning of Section 856(h) of
the Internal Revenue Code, (4) cause the Wells REIT to own 10% or more of the
ownership interests in a tenant within the meaning of Section 856(d)(2)(B) of
the Internal Revenue Code, or (5) cause the acquisition of shares by a redeemed
limited partner to be "integrated" with any other distribution of our shares for
purposes of complying with the Securities Act of 1933.

Subject to the foregoing, limited partners may exercise their exchange
rights at any time after one year following the date of issuance of their
limited partnership units; provided, however, that a limited partner may not
deliver more than two exchange notices each calendar year and may not exercise
an exchange right for less than 1,000 limited partnership units, unless such
limited partner holds less than 1,000 units, in which case, he must exercise his
exchange right for all of his units.

Transferability of Interests

The Wells REIT may not (1) voluntarily withdraw as the general partner of
Wells OP, (2) engage in any merger, consolidation or other business combination,
or (3) transfer its general partnership interest in Wells OP (except to a
wholly-owned subsidiary), unless the transaction in which such withdrawal,
business combination or transfer occurs results in the limited partners
receiving or having the right to receive an amount of cash, securities or other
property equal in value to the amount they would have received if they had
exercised their exchange rights immediately prior to such transaction or unless,
in the case of a merger or other business combination, the successor entity
contributes substantially all of its assets to Wells OP in return for an
interest in Wells OP and agrees to assume all obligations of the general partner
of Wells OP. The Wells REIT may also enter into a business combination or we may
transfer our general partnership interest upon the receipt of the consent of a
majority-in-interest of the limited partners of Wells OP, other than Wells
Capital. With certain exceptions, the limited partners may not transfer their
interests in Wells OP, in whole or in part, without the written consent of the
Wells REIT as general partner. In addition, Wells Capital may not transfer its
interest in Wells OP as long as it is acting as the advisor to the Wells REIT,
except pursuant to the exercise of its right to exchange limited partnership
units for Wells REIT shares, in which case similar restrictions on transfer will
apply to the REIT shares received by Wells Capital.

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Plan of Distribution

General

We are offering a maximum of 300,000,000 shares to the public through Wells
Investment Securities, our Dealer Manager, a registered broker-dealer affiliated
with Wells Capital, our advisor. (See "Conflicts of Interest.") The shares are
being offered at a price of $10.00 per share on a "best efforts" basis, which
means generally that the Dealer Manager will be required to use only its best
efforts to sell the shares and it has no firm commitment or obligation to
purchase any of the shares. We are also offering 30,000,000 shares for sale
pursuant to our dividend reinvestment plan at a price of $10.00 per share. We
reserve the right in the future to reallocate additional shares to our dividend
reinvestment plan out of our public offering shares. An additional 6,600,000
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 336,600,000 shares are being registered
in this offering.

The offering of shares will terminate on or before _______________, 2004.
However, we reserve the right to terminate this offering at any time prior to
such termination date.

Underwriting Compensation and Terms

Except as provided below, the Dealer Manager will receive selling
commissions of 7.0% of the gross offering proceeds. The Dealer Manager will also
receive 2.5% of the gross offering proceeds in the form of a dealer manager fee
as compensation for acting as the Dealer Manager and for expenses incurred in
connection with marketing our shares and paying the employment costs of the
Dealer Manager's wholesalers. Out of its dealer manager fee, the Dealer Manager
may pay salaries and commissions to its wholesalers of up to 1.0% of gross
offering proceeds. We will not pay referral or similar fees to any accountants,
attorneys or other persons in connection with the distribution of the shares.
Stockholders who elect to participate in the dividend reinvestment plan will be
charged selling commissions and dealer manager fees on shares purchased pursuant
to the dividend reinvestment plan on the same basis as stockholders purchasing
shares other than pursuant to the dividend reinvestment plan.

The Dealer Manager may authorize certain other broker-dealers who are
members of the NASD (Participating Dealers) to sell our shares. In the event of
the sale of shares by such Participating Dealers, the Dealer Manager may reallow
its commissions in the amount of up to 7.0% of the gross offering proceeds to
such Participating Dealers. In addition, the Dealer Manager may reallow a
portion of its dealer manager fee to Participating Dealers in the aggregate
amount of up to 1.5% of gross offering proceeds to be paid to such Participating
Dealers as marketing fees, based upon such factors as the volume of sales of
such Participating Dealer, the level of marketing support provided by such
Participating Dealer and the assistance of such Participating Dealer in
marketing the offering, or to reimburse representatives of such Participating
Dealers the costs and expenses of attending our educational conferences and
seminars. In addition, unless otherwise agreed with the Dealer Manager,
Participating Dealers will be reimbursed for bona fide due diligence expenses,
not to exceed 0.5% of gross offering proceeds in the aggregate.

We will also award to the Dealer Manager one soliciting dealer warrant for
every 50 shares sold to the public or issued to stockholders pursuant to our
dividend reinvestment plan during the offering period. The Dealer Manager
intends to reallow these warrants to Participating Dealers by awarding one
soliciting dealer warrant for every 50 shares sold during the offering period,
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

146

effective date of this offering. The shares issuable upon exercise of the
soliciting dealer warrants are being registered as part of this offering. For
the life of the soliciting dealer warrants, Participating Dealers are given the
opportunity to profit from a rise in the market price for the common stock
without assuming the risk of ownership, with a resulting dilution in the
interest of other stockholders upon exercise of such warrants. In addition,
holders of the soliciting dealer warrants would be expected to exercise such
warrants at a time when we could obtain needed capital by offering new
securities on terms more favorable than those provided by the soliciting dealer
warrants. Exercise of the soliciting dealer warrants is governed by the terms
and conditions detailed in this prospectus and in the Warrant Purchase
Agreement, which is an exhibit to the registration statement.

In no event shall the total aggregate underwriting compensation, including
sales commissions, the dealer manager fee and underwriting expense
reimbursements, exceed 9.5% of gross offering proceeds in the aggregate, except
for the soliciting dealer warrants described above and bona fide due diligence
expenses not to exceed 0.5% of gross offering proceeds in the aggregate.

We have agreed to indemnify the Participating Dealers, including the Dealer
Manager, against certain liabilities arising under the Securities Act of 1933,
as amended.

The Participating Dealers are not obligated to obtain any subscriptions on
our behalf, and we cannot assure you that any shares will be sold.

Our executive officers and directors, as well as officers and employees of
Wells Capital or other affiliates, may purchase shares in this offering at a
discount. The purchase price for such shares shall be $8.90 per share reflecting
the fact that the acquisition and advisory fees relating to such shares will be
reduced by $0.15 per share (from $0.30 per share to $0.15 per share), and that
selling commissions in the amount of $0.70 per share and dealer manager fees in
the amount of $0.25 per share will not be payable in connection with such sales.
The net offering proceeds we receive will not be affected by such sales of
shares at a discount. Wells Capital and its affiliates shall be expected to hold
their shares purchased as stockholders for investment and not with a view
towards distribution. In addition, shares purchased by Wells Capital or its
affiliates shall not be entitled to vote on any matter presented to the
stockholders for a vote.

We may sell shares to retirement plans of Participating Dealers, to
Participating Dealers in their individual capacities, to IRAs and qualified
plans of their registered representatives or to any one of their registered
representatives in their individual capacities for 93% of the public offering
price in consideration of the services rendered by such broker-dealers and
registered representatives in the offering. The net proceeds to the Wells REIT
from such sales will be identical to net proceeds we receive from other sales of
shares.

In connection with sales of certain minimum numbers of shares to a
"purchaser," as defined below, certain volume discounts resulting in reductions
in selling commissions payable with respect to such sales are available to
investors. In such event, any such reduction will be credited to the investor by
reducing the purchase price per share payable by the investor. The following
table illustrates the various discount levels available:

Commissions on Sales per Incremental
Share in Volume Discount Range
Purchase Price per
Number of      Incremental Share in         Percentage
Shares Purchased  Volume Discount Range  (based on $10 per share)   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

147

For example, if an investor purchases 200,000 shares he would pay (1)
$500,000 for the first 50,000 shares ($10.00 per share), (2) $490,000 for the
next 50,000 shares ($9.80 per share), and (3) $960,000 for the remaining 100,000
shares ($9.60 per share). Accordingly, he could pay as little as $1,950,000
($9.75 per share) rather than $2,000,000 for the shares, in which event the
commission on the sale of such shares would be $90,000 ($0.45 per share) and,
after payment of the dealer manager fee of $50,000 ($0.25 per share), we would
receive net proceeds of $1,810,000 ($9.05 per share). The net proceeds to the
Wells REIT will not be affected by volume discounts.

Because all investors will be paid the same dividends per share as other
investors, an investor qualifying for a volume discount will receive a higher
percentage return on his investment than investors who do not qualify for such
discount.

Subscriptions may be combined for the purpose of determining the volume
discounts in the case of subscriptions made by any "purchaser," as that term is
defined below, provided all such shares are purchased through the same
broker-dealer. The volume discount shall be prorated among the separate
subscribers considered to be a single "purchaser." Any request to combine more
than one subscription must be made in writing submitted simultaneously with your
subscription for shares, and must set forth the basis for such request. Any such
request will be subject to verification by the Dealer Manager that all of such
subscriptions were made by a single "purchaser."

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, Wells Capital, our advisor, may aggregate subscriptions,
including subscriptions to public real estate programs previously sponsored by
our advisor or its affiliates, as part of a combined order for purposes of
determining the number of shares purchased, provided that any aggregate group of
subscriptions must be received from the same Participating Dealer, including the
Dealer Manager. Any such reduction in selling commission will be prorated among
the separate subscribers except that, in the case of purchases through the
Dealer Manager, the Dealer Manager may allocate such reduction among separate
subscribers considered to be a single "purchaser" as it deems appropriate. An
investor may reduce the amount of his purchase price to the net amount shown in
the foregoing table, if applicable. As set forth above, all requests to
aggregate subscriptions as a single "purchaser" or other application of the
foregoing volume discount provisions must be made in writing, and except as
provided in this paragraph, separate subscriptions will not be cumulated,
combined or aggregated.

California residents should be aware that volume discounts will not be
available in connection with the sale of shares made to California residents to
the extent such discounts do not comply with the provisions of Rule 260.140.51
adopted pursuant to the California Corporate Securities Law of 1968. Pursuant to
this Rule, volume discounts can be made available to California residents only
in accordance with the following conditions:

148

.    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 may agree with their broker-dealer to reduce the amount of
selling commissions payable with respect to the sale of their shares down to
zero (1) in the event that the investor has engaged the services of a registered
investment advisor or other financial advisor with whom the investor has agreed
to pay compensation for investment advisory services or other financial or
investment advice, or (2) in the event that the investor is investing in a bank
trust account with respect to which the investor has delegated the
decision-making authority for investments made in the account to a bank trust
department. The net proceeds to the Wells REIT will not be affected by reducing
the commissions payable in connection with such transactions.

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

In addition, subscribers for shares may agree with their Participating
Dealers and the Dealer Manager to have selling commissions due with respect to
the purchase of their shares paid over a six-year period pursuant to a deferred
commission arrangement. Stockholders electing the deferred commission option
will be required to pay a total of $9.40 per share purchased upon subscription,
rather than $10.00 per share, with respect to which $0.10 per share will be
payable as commissions due upon subscription. For the period of six years
following subscription, $0.10 per share will be deducted on an annual basis from
dividends or other cash distributions otherwise payable to the stockholders and
used by the Wells REIT to pay deferred commission obligations. The net proceeds
to the Wells REIT will not be affected by the election of the deferred
commission option. Under this arrangement, a stockholder electing the deferred
commission option will pay a 1% commission upon subscription, rather than a 7%
commission, and an amount equal to a 1% commission per year thereafter for the
next six years, or longer if required to satisfy outstanding deferred commission
obligations, will be deducted from dividends or other cash distributions
otherwise payable to such stockholder and used by the Wells REIT to satisfy
commission obligations. The foregoing commission amounts may be adjusted with
approval of the Dealer Manager by application of the volume discount provisions
described previously.

Stockholders electing the deferred commission option who are subject to
federal income taxation will incur tax liability for dividends or other cash
distributions otherwise payable to them with respect to

149

their shares even though such dividends or other cash distributions will be
withheld from such stockholders and will instead be paid to third parties to
satisfy commission obligations.

Investors who wish to elect the deferred commission option should make
the election on their Subscription Agreement Signature Page. Election of the
deferred commission option shall authorize the Wells REIT to withhold dividends
or other cash distributions otherwise payable to such stockholder for the
purpose of paying commissions due under the deferred commission option;
provided, however, that in no event may the Wells REIT withhold in excess of
$0.60 per share in the aggregate under the deferred commission option. Such
dividends or cash distributions otherwise payable to stockholders may be pledged
by the Wells REIT, the Dealer Manager, Wells Capital or their affiliates to
secure one or more loans, the proceeds of which would be used to satisfy sales
commission obligations.

In the event that, at any time prior to the satisfaction of our remaining
deferred commission obligations, listing of the shares occurs or is reasonably
anticipated to occur, or we begin a liquidation of our properties, the remaining
commissions due under the deferred commission option may be accelerated by the
Wells REIT. In either such event, we shall provide notice of any such
acceleration to stockholders who have elected the deferred commission option. In
the event of listing, the amount of the remaining commissions due shall be
deducted and paid by the Wells REIT out of dividends or other cash distributions
otherwise payable to such stockholders during the time period prior to listing.
To the extent that the distributions during such time period are insufficient to
satisfy the remaining commissions due, the obligation of Wells REIT and our
stockholders to make any further payments of deferred commissions under the
deferred commission option shall terminate, and Participating Dealers will not
be entitled to receive any further portion of their deferred commissions
following listing of our shares. In the event of a liquidation of our
properties, the amount of remaining commissions due shall be deducted and paid
by the Wells REIT out of dividends or net sale proceeds otherwise payable to
stockholders who are subject to any such acceleration of their deferred
commission obligations. In no event may the Wells REIT withhold in excess of
$0.60 per share in the aggregate for the payment of deferred commissions.

Subscription Procedures

You should pay for your shares by check payable to "Wells Real Estate
Investment Trust, Inc." Subscriptions will be effective only upon our
acceptance, and we reserve the right to reject any subscription in whole or in
part. We may not accept a subscription for shares until at least five business
days after the date you receive this prospectus. You will receive a confirmation
of your purchase. We will initially deposit the subscription proceeds in an
interest-bearing account with Bank of America, N.A., Atlanta, Georgia.
Subscribers may not withdraw funds from the account. We will withdraw funds from
the account periodically for the acquisition of real estate properties, the
payment of fees and expenses or other investments approved by our board of
directors. We generally admit stockholders to the Wells REIT on a daily basis.

Except for purchases pursuant to our dividend reinvestment plan or
reinvestment plans of other public real estate programs, all accepted
subscriptions will be for whole shares and for not less than 100 shares
($1,000). (See "Suitability Standards.") Except in Maine, Minnesota, Nebraska
and Washington, investors who have satisfied the minimum purchase requirement
and have purchased units or shares in Wells programs or units or shares in other
public real estate programs may purchase less than the minimum number of shares
discussed above, provided that such investors purchase a minimum of 2.5 shares
($25). After investors have satisfied the minimum purchase requirement, minimum
additional purchases must be in increments of at least 2.5 shares ($25), except
for purchases made pursuant to our dividend reinvestment plan or reinvestment
plans of other public real estate programs.

150

Investors who desire to establish an IRA for purposes of investing in
shares may do so by having Wells Advisors, Inc., a qualified non-bank IRA
custodian affiliated with our advisor, act as their IRA custodian. In the event
that an IRA is established having Wells Advisors, Inc. as the IRA custodian, the
authority of Wells Advisors, Inc. will be limited to holding the shares on
behalf of the beneficiary of the IRA and making distributions or reinvestments
in shares solely at the discretion of the beneficiary of the IRA. Wells
Advisors, Inc. will not have the authority to vote any of the shares held in an
IRA except strictly in accordance with the written instructions of the
beneficiary of the IRA.

The proceeds of this offering will be used only for the purposes set
forth in the "Estimated Use of Proceeds" section. Subscriptions will be accepted
or rejected within 30 days of receipt by the Wells REIT and, if rejected, all
funds shall be returned to the rejected subscribers within 10 business days.

The Dealer Manager and each Participating Dealer who sells shares on
behalf of the Wells REIT have the responsibility to make every reasonable effort
to determine that the purchase of shares is appropriate for the investor and
that the requisite suitability standards are met. (See "Suitability Standards.")
In making this determination, the Participating Dealer will rely on relevant
information provided by the investor, including information as to the investor's
age, investment objectives, investment experience, income, net worth, financial
situation, other investments, and other pertinent information. Each investor
should be aware that the Participating Dealer will be responsible for
determining suitability.

The Dealer Manager or each Participating Dealer shall maintain records of
the information used to determine that an investment in shares is suitable and
appropriate for an investor. These records are required to be maintained for a
period of at least six years.

Supplemental Sales Material

In addition to this prospectus, we may utilize certain sales material in
connection with the offering of the shares, although only when accompanied by or
preceded by the delivery of this prospectus. In certain jurisdictions, some or
all of such sales material may not be available. This material may include
information relating to this offering, the past performance of Wells Capital,
our advisor, and its affiliates, property brochures and articles and
publications concerning real estate. In addition, the sales material may contain
certain quotes from various publications without obtaining the consent of the
author or the publication for use of the quoted material in the sales material.

The offering of shares is made only by means of this prospectus. Although
the information contained in such sales material will not conflict with any of
the information contained in this prospectus, such material does not purport to
be complete, and should not be considered a part of this prospectus or the
registration statement of which this prospectus is a part, or as incorporated by
reference in this prospectus or said registration statement or as forming the
basis of the offering of the shares.

Legal Opinions

The legality of the shares being offered hereby has been passed upon for
the Wells REIT by Holland & Knight LLP (Holland & Knight). The statements under
the caption "Federal Income Tax Consequences" as they relate to federal income
tax matters have been reviewed by Holland & Knight, and Holland & Knight has
opined as to certain income tax matters relating to an investment in shares of
the Wells REIT. Holland & Knight has also represented Wells Capital, our
advisor, as well as various other affiliates of Wells Capital, in other matters
and may continue to do so in the future. (See "Conflicts of Interest.")

151

Experts

Audited Financial Statements

The financial statements of the Wells REIT, as of December 31, 2001, 2000
and 1999, and for each of the years in the three-year period ended December 31,
2001, included in this prospectus and elsewhere in the registration statement,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included in this
prospectus in reliance upon the authority of said firm as experts in giving said
report.

Unaudited Financial Statements

The Schedule III - Real Estate Investments and Accumulated Depreciation
as of December 31, 2001, which is included in this prospectus, has not been
audited.

The financial statements of the Wells REIT, as of March 31, 2002, and for
the three month period ended March 31, 2002, 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 facility in Washington, D.C. at Judiciary Plaza, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549. In addition, the Commission maintains a
Web site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission.

Glossary

The following are definitions of certain terms used in this prospectus
and not otherwise defined in this prospectus:

"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.

"UBTI" means unrelated business taxable income, as that term is defined
in Sections 511 through 514 of the Internal Revenue Code.

152

Index to Financial Statements and Prior Performance Tables

Page

Wells Real Estate Investment Trust, Inc. and Subsidiary

Audited Financial Statements

Report of Independent Public Accountants                              ___
Consolidated Balance Sheets as of December 31, 2001, 2000
and 1999                                                            ___
Consolidated Statements of Income for the years ended
December 31, 2001, 2000 and 1999                                    ___
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 2001, 2000 and 1999                       ___
Consolidated Statements of Cash Flows for the years ended
December 31, 2001, 2000 and 1999                                   ___
Notes to Consolidated Financial Statements                            ___

Unaudited Financial Statements

Schedule III - Real Estate Investments and Accumulated Depreciation
as of December 31, 2001                                             ___

Consolidated Balance Sheets as of March 31, 2002 and
December 31, 2001                                                   ___
Consolidated Statements of Income for the three months ended
March 31, 2002 and March 31, 2001                                   ___
Consolidated Statements of Shareholders' Equity for the year ended
December 31, 2001 and for the three months ended March 31, 2002     ___
Consolidated Statements of Cash Flows for the three months ended
March 31, 2002 and March 31, 2001                                   ___
Condensed Notes to Consolidated Financial Statements
March 31, 2002

Prior Performance Tables (Unaudited)                                                    ___

153

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying consolidated balance sheets of WELLS REAL
ESTATE INVESTMENT TRUST, INC. (a Maryland corporation) AND SUBSIDIARY as of
December 31, 2001 and 2000 and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the three years in the period
ended December 31, 2001. These financial statements and the schedule referred to
below are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements and schedule based on our
audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and
schedule are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wells Real Estate Investment
Trust, Inc. and subsidiary as of December 31, 2001 and 2000 and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2001 in conformity with accounting principles generally
accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule III--Real Estate Investments and
Accumulated Depreciation as of December 31, 2001 is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly states, in all material respects, the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
January 25, 2002

154

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2001 AND 2000

ASSETS

2001            2000
------------    ------------

REAL ESTATE ASSETS, at cost:
Land                                                                               $ 86,246,985    $ 46,237,812
Building, less accumulated depreciation of $24,814,454 and $9,469,653 at
December 31, 2001 and 2000, respectively                                         472,383,102     287,862,655
Construction in progress                                                              5,738,573       3,357,720
------------    ------------
Total real estate assets                                                   564,368,660     337,458,187

INVESTMENT IN JOINT VENTURES                                                            77,409,980      44,236,597

CASH AND CASH EQUIVALENTS                                                               75,586,168       4,298,301

INVESTMENT IN BONDS                                                                     22,000,000               0

ACCOUNTS RECEIVABLE                                                                      6,003,179       3,781,034

DEFERRED PROJECT COSTS                                                                   2,977,110         550,256

DUE FROM AFFILIATES                                                                      1,692,727         309,680

DEFERRED LEASE ACQUISITION COSTS                                                         1,525,199       1,890,332

DEFERRED OFFERING COSTS                                                                          0       1,291,376

PREPAID EXPENSES AND OTHER ASSETS, net                                                     718,389       4,734,583
------------    ------------
Total assets                                                              $752,281,412    $398,550,346
============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
Notes payable                                                                      $  8,124,444    $127,663,187

Obligation under capital lease                                                       22,000,000               0
Accounts payable and accrued expenses                                                 8,727,473       2,166,387
Due to affiliate                                                                      2,166,161       1,772,956
Dividends payable                                                                     1,059,026       1,025,010
Deferred rental income                                                                  661,657         381,194
------------    ------------
Total liabilities                                                         $ 42,738,761    $133,008,734
------------    ------------
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST OF UNIT HOLDER IN OPERATING PARTNERSHIP                                  200,000         200,000
------------    ------------
SHAREHOLDERS' EQUITY:
Common shares, $.01 par value; 125,000,000 shares authorized, 83,761,469
shares issued and 83,206,429 shares outstanding at December 31, 2001;
125,000,000 shares authorized, 31,509,807 shares issued, and 31,368,510
shares outstanding at December 31, 2000                                              837,614         315,097
Additional paid-in capital                                                          738,236,525     275,573,339
Cumulative distributions in excess of earnings                                      (24,181,092)     (9,133,855)
Treasury stock, at cost, 555,040 shares at December 31, 2001 and 141,297
shares at December 31, 2000                                                       (5,550,396)     (1,412,969)
------------    ------------
Total shareholders' equity                                                 709,342,651     265,341,612
------------    ------------
Total liabilities and shareholders' equity                                $752,281,412    $398,550,346
============    ============

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

155

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

2001          2000          1999
-----------   -----------   -----------

REVENUES:
Rental income                                  $44,204,279   $20,505,000   $ 4,735,184
Equity in income of joint ventures               3,720,959     2,293,873     1,243,969
Take out fee (Note 9)                              137,500             0             0
Interest and other income                        1,246,064       574,333       516,242
-----------   -----------   -----------
49,308,802    23,373,206     6,495,395
-----------   -----------   -----------
EXPENSES:
Depreciation                                    15,344,801     7,743,551     1,726,103
Interest expense                                 3,411,210     3,966,902       442,029
Amortization of deferred financing costs           770,192       232,559         8,921
Operating costs, net of reimbursements           4,128,883       888,091       (74,666)
Management and leasing fees                      2,507,188     1,309,974       257,744
General and administrative                         973,785       438,953       135,144
Legal and accounting                               448,776       240,209       115,471
-----------   -----------   -----------
27,584,835    14,820,239     2,610,746
-----------   -----------   -----------
NET INCOME                                         $21,723,967   $ 8,552,967   $ 3,884,649
===========   ===========   ===========

EARNINGS PER SHARE:
Basic and diluted                              $      0.43   $      0.40   $      0.50
===========   ===========   ===========

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

156

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

Cumulative
Additional   Distributions                                                Total
Common Stock           Paid-In       in Excess       Retained          Treasury Stock        Shareholders'
---------------------                                                 -----------------------
Shares     Amount        Capital      of Earnings      Earnings      Shares        Amount         Equity
----------  ---------   -------------  -------------   ------------   --------   ------------   -------------

BALANCE,
December 31, 1998   3,154,136  $  31,541   $  27,567,275  $   (511,163)   $    334,034          0   $          0   $  27,421,687

Issuance of common
stock              10,316,949    103,169     103,066,321             0               0          0              0     103,169,490
Net income                    0          0               0             0       3,884,649          0              0       3,884,649
Dividends ($.70
per share)                  0          0               0    (1,346,240)     (4,218,683)         0              0      (5,564,923)
Sales commissions                                                      0
and discounts               0          0      (9,801,197)                            0          0              0      (9,801,197)
Other offering
expenses                    0          0      (3,094,111)            0               0          0              0      (3,094,111)
----------  ---------   -------------  ------------    ------------   --------   ------------   -------------
BALANCE,
December 31, 1999  13,471,085    134,710     117,738,288    (1,857,403)              0          0              0     116,015,595

Issuance of
common stock       18,038,722    180,387     180,206,833             0               0          0              0     180,387,220
Treasury stock                                                         0
purchased                   0          0               0                             0   (141,297)    (1,412,969)     (1,412,969)
Net income                    0          0               0             0       8,552,967          0              0       8,552,967
Dividends ($.73
per share)                  0          0               0    (7,276,452)     (8,552,967)         0              0     (15,829,419)
Sales commissions
and discounts               0          0     (17,002,554)            0               0          0              0     (17,002,554)
Other offering
expenses                    0          0      (5,369,228)            0               0          0              0      (5,369,228)
----------  ---------   -------------  ------------    ------------   --------   ------------   -------------
BALANCE,
December 31, 2000  31,509,807    315,097     275,573,339    (9,133,855)              0   (141,297)    (1,412,969)    265,341,612

Issuance of
common stock       52,251,662    522,517     521,994,103             0               0          0              0     522,516,620
Treasury stock
purchased                   0          0               0             0               0   (413,743)    (4,137,427)     (4,137,427)
Net income                    0          0               0             0      21,723,967          0              0      21,723,967
Dividends ($.76
per share)                  0          0               0   (15,047,237)    (21,723,967)         0              0     (36,771,204)
Sales commissions
and discounts               0          0     (49,246,118)            0               0          0              0     (49,246,118)
Other offering
expenses                    0          0     (10,084,799)                            0          0              0     (10,084,799)
----------  ---------   -------------  ------------    ------------   --------   ------------   -------------
BALANCE,
December 31, 2001  83,761,469  $ 837,614   $ 738,236,525  $(24,181,092)   $          0   (555,040)  $ (5,550,396)  $ 709,342,651
==========  =========   ============-  ============    ============   ========   ============   =============

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

157

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

2001            2000            1999
-------------   --------------  --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                       $  21,723,967   $    8,552,967  $    3,884,649
-------------   --------------  --------------
Adjustments to reconcile net income to net cash provided by
operating activities:
Equity in income of joint ventures                            (3,720,959)      (2,293,873)     (1,243,969)
Depreciation                                                  15,344,801        7,743,551       1,726,103
Amortization of deferred financing costs                         770,192          232,559           8,921
Amortization of deferred leasing costs                           303,347          350,991               0
Write-off of deferred lease acquisition fees                      61,786                0               0
Changes in assets and liabilities:
Accounts receivable                                        (2,222,145)      (2,457,724)       (898,704)
Due from affiliates                                            10,995         (435,600)              0
Prepaid expenses and other assets, net                      3,246,002       (6,826,568)        149,501
Accounts payable and accrued expenses                       6,561,086        1,941,666          36,894
Deferred rental income                                        280,463          144,615         236,579
Due to affiliates                                             (10,193)         367,055         108,301
-------------   --------------  --------------
Total adjustments                                       20,625,375       (1,233,328)        123,626
-------------   --------------  --------------
Net cash provided by operating activities               42,349,342        7,319,639       4,008,275
-------------   --------------  --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate                                         (227,933,858)    (231,518,138)    (85,514,506)
Investment in joint ventures                                       (33,690,862)     (15,063,625)    (17,641,211)
Deferred project costs paid                                        (17,220,446)      (6,264,098)     (3,610,967)
Distributions received from joint ventures                           4,239,431        3,529,401       1,371,728
-------------   --------------  --------------
Net cash used in investing activities                 (274,605,735)    (249,316,460)   (105,394,956)
-------------   --------------  --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable                                        110,243,145      187,633,130      40,594,463
Repayments of notes payable                                       (229,781,888)     (83,899,171)    (30,725,165)
Dividends paid to shareholders                                     (36,737,188)     (16,971,110)     (3,806,398)
Issuance of common stock                                           522,516,620      180,387,220     103,169,490
Treasury stock purchased                                            (4,137,427)      (1,412,969)              0
Sales commissions paid                                             (49,246,118)     (17,002,554)     (9,801,197)
Offering costs paid                                                 (9,312,884)      (5,369,228)     (3,094,111)
-------------   --------------  --------------
Net cash provided by financing activities              303,544,260      243,365,318      96,337,082
-------------   --------------  --------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                   71,287,867        1,368,497      (5,049,599)

CASH AND CASH EQUIVALENTS, beginning of year                            4,298,301        2,929,804       7,979,403
-------------   --------------  --------------
CASH AND CASH EQUIVALENTS, end of year                              $  75,586,168   $    4,298,301  $    2,929,804
=============   ==============  ==============

SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:
Deferred project costs applied to real estate assets          $  14,321,416   $    5,114,279  $    3,183,239
=============   ==============  ==============
Deferred project costs contributed to joint ventures          $   1,395,035   $      627,656  $      735,056
=============   ==============  ==============
Deferred project costs due to affiliate                       $   1,114,140   $      191,281  $      191,783
=============   ==============  ==============
Deferred offering costs due to affiliate                      $           0   $    1,291,376  $      964,941
=============   ==============  ==============
Reversal of deferred offering costs due to affiliate          $     964,941   $            0  $            0
=============   ==============  ==============
Other offering expenses due to affiliate                      $     943,107   $            0  $            0
=============   ==============  ==============
Assumption of obligation under capital lease                  $  22,000,000   $            0  $            0
=============   ==============  ==============
Investment in bonds                                           $  22,000,000   $            0  $            0
=============   ==============  ==============

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

158

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2001, 2000, AND 1999

1.   Organization and Summary of Significant Accounting Policies

Wells Real Estate Investment Trust, Inc. (the "Company") is a Maryland
corporation that qualifies as a real estate investment trust ("REIT"). The
Company is conducting an offering for the sale of a maximum of 125,000,000
(exclusive of 10,000,000 shares available pursuant to the Company's
dividend reinvestment program) shares of common stock, $.01 par value per
share, at a price of $10 per share. The Company will seek to acquire and
operate commercial properties, including, but not limited to, office
buildings, shopping centers, business and industrial parks, and other
commercial and industrial properties, including properties which are under
construction, are newly constructed, or have been constructed and have
operating histories. All such properties may be acquired, developed, and
operated by the Company alone or jointly with another party. The Company is
likely to enter into one or more joint ventures with affiliated entities
for the acquisition of properties. In connection therewith, the Company may
enter into joint ventures for the acquisition of properties with prior or
future real estate limited partnership programs sponsored by Wells Capital,
Inc. (the "Advisor") or its affiliates.

Substantially all of the Company's business is conducted through Wells
Operating Partnership, L.P. (the "Operating Partnership"), a Delaware
limited partnership. During 1997, the Operating Partnership issued 20,000
limited partner units to the Advisor in exchange for $200,000. The Company
is the sole general partner in the Operating Partnership and possesses full
legal control and authority over the operations of the Operating
Partnership; consequently, the accompanying consolidated financial
statements of the Company include the accounts of the Operating
Partnership. All significant intercompany balances have been eliminated in
consolidation.

The Company owns interests in the following properties directly through its
ownership in the Operating Partnership: (i) the PricewaterhouseCoopers
property (the "PwC Building"), a four-story office building located in
Tampa, Florida; (ii) the AT&T Building, a four-story office building
located in Harrisburg, Pennsylvania; (iii) the Marconi Data Systems
property (the "Marconi Building"), a two-story office, assembly, and
manufacturing building located in Wood Dale, Illinois; (iv) the Cinemark
Property (the "Cinemark Building"), a five-story office building located in
Plano, Texas; (v) the Matsushita Property (the "Matsushita Building"), a
two-story office building located in Lake Forest, California; (vi) the ASML
Property (the "ASML Building"), a two-story office and warehouse building
located in Tempe, Arizona; (vii) the Motorola Property (the "Motorola Tempe
Building"), a two-story office building located in Tempe, Arizona; (viii)
the Dial Property (the "Dial Building"), a two-story office building
located in Scottsdale, Arizona; (ix) the Delphi Building, a three-story
office building located in Troy, Michigan; (x) the Avnet Property (the
"Avnet Building"), a two-story office building located in Tempe, Arizona;
(xi) the Metris Oklahoma Building, a three-story office building located in
Tulsa, Oklahoma; (xii) the Alstom Power-Richmond Building, a four-story
office building located in Richmond, Virginia; (xiii) the Motorola
Plainfield Building, a three-story office building located in South
Plainfield, New Jersey; (xiv) the Stone & Webster Building, a six-story
office building located in Houston, Texas; (xv) the Metris Minnetonka
Building, a nine-story office building located in Minnetonka, Minnesota;
(xvi) the State Street Bank Building, a seven-story office building located
in Quincy, Massachusetts; (xvii) the IKON Buildings, two one-story office
buildings located in Houston, Texas; (xviii) the Ingram Micro Distribution
Facility, a one-story office and warehouse building located in Millington,
Tennessee; (xix) the Lucent Building, a four-story office building located
in Cary, North Carolina; (xx) the Nissan land (the "Nissan Property"), a
14.873 acre tract of undeveloped land located in Irving, Texas; (xxi) the
Convergys Building, a two-story office building located in Tamarac,
Florida; and (xxii) the Windy Point Buildings, a seven-story office
building and an eleven-story office building located in Schaumburg,
Illinois.

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

159

to as the Fund VIII, IX, and REIT Joint Venture. The Company also owns
interests in five properties through a joint venture between the Operating
Partnership, Wells Fund IX, Wells Real Estate Fund X, L.P. ("Wells Fund
X"), and Wells Real Estate Fund XI, L.P. ("Wells Fund XI"), which is
referred to as the Fund IX, Fund X, Fund XI, and REIT Joint Venture. The
Company owns an interest in one property through each of two unique joint
ventures between the Operating Partnership and Fund X and XI Associates, a
joint venture between Wells Fund X and Wells Fund XI. In addition, the
Company owns interests in four properties through a joint venture between
the Operating Partnership, Wells Fund XI, and Wells Real Estate Fund XII,
L.P. ("Wells Fund XII"), which is referred to as the Fund XI, XII, and REIT
Joint Venture. The Company owns interests in three properties through a
joint venture between the Operating Partnership and Wells Fund XII, which
is referred to as the Fund XII and REIT Joint Venture. The Company also
owns interests in two properties through a joint venture between the
Operating Partnership and Wells Fund XIII, which is referred to as the Fund
XIII and REIT Joint Venture.

Through its investment in the Fund VIII, IX, and REIT Joint Venture, the
Company owns an interest in a two-story office building in Irvine,
California (the "Quest Building").

The following properties are owned by the Company through its investment in
the Fund IX, X, XI, and REIT Joint Venture: (i) a three-story office
building in Knoxville, Tennessee (the "Alstom Power Building"), (ii) a
two-story office building in Louisville, Colorado (the "Ohmeda Building"),
(iii) a three-story office building in Broomfield, Colorado (the "360
Interlocken Building"), (iv) a one-story office and warehouse building in
Ogden, Utah (the "Iomega Building"), and (v) a one-story office building in
Oklahoma City, Oklahoma (the "Avaya Building").

Through its investment in two joint ventures with Fund X and XI Associates,
the Company owns interests in the following properties: (i) a one-story
office and warehouse building in Fountain Valley, California (the "Cort
Furniture Building"), owned by Wells/Orange County Associates and (ii) a
two-story manufacturing and office building in Fremont, California (the
"Fairchild Building"), owned by Wells/Fremont Associates.

The following properties are owned by the Company through its investment in
the Fund XI, XII, and REIT Joint Venture: (i) a two-story manufacturing and
office building in Fountain Inn, South Carolina (the "EYBL CarTex
Building"), (ii) a three-story office building Leawood, Kansas (the "Sprint
Building"), (iii) an office and warehouse building in Chester County,
Pennsylvania (the "Johnson Matthey Building"), and (iv) a two-story office
building in Ft. Myers, Florida (the "Gartner Building").

Through its investment in the Fund XII and REIT Joint Venture, the Company
owns interests in the following properties: (i) a three-story office
building in Troy, Michigan (the "Siemens Building"), (ii) a one-story
office building and a two-story office building in Oklahoma City, Oklahoma
(collectively referred to as the "AT&T Call Center Buildings"), and (iii) a
three-story office building in Brentwood, Tennessee (the "Comdata
Building").

The following properties are owned by the Company through its investment in
the Fund XIII and REIT Joint Venture: (i) a one-story office building in
Orange Park, Florida (the "AmeriCredit Building"), and (ii) two connected
one-story office and assembly buildings in Parker, Colorado (the "ADIC
Buildings").

Use of Estimates and Factors Affecting the Company

The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.

The carrying values of real estate are based on management's current intent
to hold the real estate assets as long-term investments. The success of the
Company's future operations and the ability to realize the investment in
its assets will be dependent on the Company's ability to maintain rental
rates, occupancy, and an appropriate level of operating expenses in future
years. Management believes that the steps it is taking will enable the
Company to realize its investment in its assets.

160

Income Taxes

The Company has elected to be taxed as a REIT under the Internal Revenue
Code of 1986, as amended. To qualify as a REIT, the Company must meet a
number of organizational and operational requirements, including a
requirement to currently distribute at least 90% of the REIT's ordinary
taxable income to shareholders. It is management's current intention to
adhere to these requirements and maintain the Company's REIT status. As a
REIT, the Company generally will not be subject to federal income tax on
distributed taxable income. Even if the Company qualifies as a REIT, it may
be subject to certain state and local taxes on its income and real estate
assets, and to federal income and excise taxes on its undistributed taxable
income. No provision for federal income taxes has been made in the
accompanying consolidated financial statements, as the Company made
distributions equal to or in excess of its taxable income in each of the
three years in the period ended December 31, 2001.

Real Estate Assets

Real estate assets held by the Company and joint ventures are stated at
cost less accumulated depreciation. Major improvements and betterments are
capitalized when they extend the useful life of the related asset. All
repair and maintenance expenditures are expensed as incurred.

Management continually monitors events and changes in circumstances which
could indicate that carrying amounts of real estate assets may not be
recoverable. When events or changes in circumstances are present which
indicate that the carrying amounts of real estate assets may not be
recoverable, management assesses the recoverability of real estate assets
by determining whether the carrying value of such real estate assets will
be recovered through the future cash flows expected from the use of the
asset and its eventual disposition. Management has determined that there
has been no impairment in the carrying value of real estate assets held by
the Company or the joint ventures as of December 31, 2001 and 2000.

Depreciation of building and improvements is calculated using the
straight-line method over 25 years. Tenant improvements are amortized over
the life of the related lease or the life of the asset, whichever is
shorter.

Revenue Recognition

All leases on real estate assets held by the Company or the joint ventures
are classified as operating leases, and the related rental income is
recognized on a straight-line basis over the terms of the respective
leases.

Cash and Cash Equivalents

For the purposes of the statements of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents. Cash equivalents include cash and
short-term investments. Short-term investments are stated at cost, which
approximates fair value, and consist of investments in money market
accounts.

Deferred Lease Acquisition Costs

Costs incurred to procure operating leases are capitalized and amortized on
a straight-line basis over the terms of the related leases.

Earnings Per Share

Earnings per share are calculated based on the weighted average number of
common shares outstanding during each period. The weighted average number
of common shares outstanding is identical for basic and fully diluted
earnings per share, as there is no dilutive impact created from the
Company's stock option plan (Note 10) using the treasury stock method.

161

Reclassifications

Certain prior year amounts have been reclassified to conform with the
current year financial statement presentation.

Investment in Joint Ventures

Basis of Presentation

The Operating Partnership does not have control over the operations of
the joint ventures; however, it does exercise significant influence.
Accordingly, the Operating Partnership's investments in joint ventures
are recorded using the equity method of accounting.

Partners' Distributions and Allocations of Profit and Loss

Cash available for distribution and allocations of profit and loss to
the Operating Partnership by the joint ventures are made in accordance
with the terms of the individual joint venture agreements. Generally,
these items are allocated in proportion to the partners' respective
ownership interests. Cash is paid from the joint ventures to the
Operating Partnership on a quarterly basis.

Deferred Lease Acquisition Costs

Costs incurred to procure operating leases are capitalized and
amortized on a straight-line basis over the terms of the related
leases. Deferred lease acquisition costs are included in prepaid
expenses and other assets, net, in the balance sheets presented in Note
5.

2.   DEFERRED PROJECT COSTS

The Company paid a percentage of shareholder contributions to the Advisor
for acquisition and advisory services and acquisition expenses. These
payments, as stipulated in the prospectus, can be up to 3.5% of shareholder
contributions, subject to certain overall limitations contained in the
prospectus. Aggregate fees paid through December 31, 2001 were $29,122,286
and amounted to 3.5% of shareholders' contributions received. These fees
are allocated to specific properties as they are purchased or developed and
are included in capitalized assets of the joint ventures or real estate
assets. Deferred project costs at December 31, 2001 and 2000 represent fees
not yet applied to properties.

3.   DEFERRED OFFERING COSTS

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

As of December 31, 2001, the Advisor paid offering expenses on behalf of
the Company in the aggregate amount of $20,459,289, of which the Advisor
had been reimbursed $18,551,241, which did not exceed the 3% limitation.

4.   RELATED-PARTY TRANSACTIONS

Due from affiliates at December 31, 2001 and 2000 represents the Operating
Partnership's share of the cash to be distributed from its joint venture
investments for the fourth quarter of 2001 and 2000 and advances due from
the Advisor as of December 31, 2000:

162

2001          2000
------------   ----------
Fund VIII, IX, and REIT Joint Venture           $   46,875     $  21,605
Fund IX, X, XI, and REIT Joint Venture              36,073        12,781
Wells/Orange County Associates                      83,847        24,583
Wells/Fremont Associates                           164,196        53,974
Fund XI, XII, and REIT Joint Venture               429,980       136,648
Fund XII and REIT Joint Venture                    680,542        49,094
Fund XIII and REIT                                 251,214             0
Advisor                                                  0        10,995
----------      --------
$1,692,727      $309,680
==========      ========

The Operating Partnership entered into a property management and leasing
agreement with Wells Management Company, Inc. ("Wells Management"), an
affiliate of the Advisor. In consideration for supervising the management
and leasing of the Operating Partnership's properties, the Operating
Partnership will pay management and leasing fees equal to the lesser of (a)
4.5% of the gross revenues generally paid over the life of the lease or (b)
.6% of the net asset value of the properties (excluding vacant properties)
owned by the Company to Wells Management. These management and leasing fees
are calculated on an annual basis plus a separate competitive fee for the
one-time initial lease-up of newly constructed properties generally paid in
conjunction with the receipt of the first month's rent.

The Operating Partnership's portion of the management and leasing fees and
lease acquisition costs paid to Wells Management, both directly and at the
joint venture level, were $2,468,294, $1,111,748, and $336,517 for the
years ended December 31, 2001, 2000, and 1999, respectively.

The Advisor performs certain administrative services for the Operating
Partnership, such as accounting and other partnership administration, and
incurs the related expenses. Such expenses are allocated among the
Operating Partnership and the various Wells Real Estate Funds based on time
spent on each fund by individual administrative personnel. In the opinion
of management, such allocation is a reasonable basis for allocating such
expenses.

The Advisor is a general partner in various Wells Real Estate Funds. As
such, there may exist conflicts of interest where the Advisor, while
serving in the capacity as general partner for Wells Real Estate Funds, may
be in competition with the Operating Partnership for tenants in similar
geographic markets.

5.   INVESTMENT IN JOINT VENTURES

The Operating Partnership's investment and percentage ownership in joint
ventures at December 31, 2001 and 2000 are summarized as follows:

2001                    2000
------------------------  -----------------------
Amount      Percent      Amount     Percent
-------------  ---------  ------------ ----------

Fund VIII, IX, and REIT Joint Venture          $ 1,189,067    16%       $  1,276,551  16%
Fund IX, X, XI, and REIT Joint Venture           1,290,360     4           1,339,636   4
Wells/Orange County Associates                   2,740,000    44           2,827,607  44
Wells/Fremont Associates                         6,575,358    78           6,791,287  78
Fund XI, XII, and REIT Joint Venture            17,187,985    57          17,688,615  57
Fund XII and REIT Joint Venture                 30,299,872    55          14,312,901  47
Fund XIII and REIT Joint Venture                18,127,338    68                   0   0
------------              -----------
$77,409,980              $44,236,597
============              ===========

163

The following is a roll forward of the Operating Partnership's investment in
joint ventures for the years ended December 31, 2001 and 2000:

2001               2000
-----------------  --------------

Investment in joint ventures, beginning of year             $44,236,597       $29,431,176
Equity in income of joint ventures                        3,720,959         2,293,873
Contributions to joint ventures                          35,085,897        15,691,281
Distributions from joint ventures                        (5,633,473)       (3,179,733)
-----------       -----------
Investment in joint ventures, end of year                   $77,409,980       $44,236,597
===========       ===========

FUND VIII, IX, AND REIT JOINT VENTURE

On June 15, 2000, Fund VIII and IX Associates, a joint venture between Wells
Real Estate Fund VIII, L.P. ("Fund VIII") and Wells Real Estate Fund IX, L.P.
("Fund IX"), entered into a joint venture with the Operating Partnership to form
Fund VIII, IX, and REIT Joint Venture, for the purpose of acquiring, developing,
operating, and selling real properties.

On July 1, 2000, Fund VIII and IX Associates contributed the Quest Building
(formerly the Bake Parkway Building) to the joint venture. Fund VIII, IX, and
REIT Joint Venture recorded the net assets of the Quest Building at an amount
equal to the respective historical net book values. The Quest Building is a
two-story office building containing approximately 65,006 rentable square feet
on a 4.4-acre tract of land in Irvine, California. During 2000, the Operating
Partnership contributed $1,282,111 to the Fund VIII, IX, and REIT Joint Venture.
Ownership percentage interests were recomputed accordingly.

164

Following are the financial statements for Fund VIII, IX, and REIT Joint
Venture:

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheets
December 31, 2001 and 2000

Assets
2001               2000
----------        -----------

Real estate assets, at cost:
Land                                                                            $2,220,993         $2,220,993
Building and improvements, less accumulated depreciation of $649,436 in
2001 and $187,891 in 2000                                                     4,952,724          5,408,892
----------         ----------
Total real estate assets                                               7,173,717          7,629,885
Cash and cash equivalents                                                              297,533            170,664
Accounts receivable                                                                    164,835            197,802
Prepaid expenses and other assets, net                                                 191,799            283,864
----------         ----------
Total assets                                                          $7,827,884         $8,282,215
==========         ==========

Liabilities and Partners' Capital

Liabilities:
Accounts payable                                                                $      676         $        0
Partnership distributions payable                                                  296,856            170,664
----------         ----------
Total liabilities                                                        297,532            170,664
----------         ----------
Partners' capital:
Fund VIII and IX Associates                                                      6,341,285          6,835,000
Wells Operating Partnership, L.P.                                                1,189,067          1,276,551
----------         ----------
Total partners' capital                                                7,530,352          8,111,551
----------         ----------
Total liabilities and partners' capital                               $7,827,884         $8,282,215
==========         ==========

165

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income
for the Year Ended December 31, 2001 and
the Period from June 15, 2000 (Inception) Through
December 31, 2000

2001            2000
------------   ------------

Revenues:
Rental income                                                      $1,207,995      $  563,049
Interest income                                                           729               0
----------      ----------
1,208,724         563,049
----------      ----------
Expenses:
Depreciation                                                          461,545         187,891
Management and leasing fees                                           142,735          54,395
Property administration expenses                                       22,278           5,692
Operating costs, net of reimbursements                                 15,326           5,178
----------      ----------
641,884         253,156
----------      ----------
Net income                                                             $  566,840      $  309,893
==========      ==========

Net income allocated to Fund VIII and IX Associates                    $  477,061      $  285,006
==========      ==========

Net income allocated to Wells Operating Partnership, L.P.              $   89,779      $   24,887
==========      ==========

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Year Ended December 31, 2001 and
the Period from June 15, 2000 (Inception) Through
December 31, 2000

Fund VIII          Wells                Total
and IX           Operating           Partners'
Associates     Partnership, L.P.        Capital
--------------- --------------------   -------------

Balance, June 15, 2000 (inception)                              $          0      $           0        $         0
Net income                                                       285,006             24,887            309,893
Partnership contributions                                      6,857,889          1,282,111          8,140,000
Partnership distributions                                       (307,895)           (30,447)          (338,342)
------------      -------------        -----------
Balance, December 31, 2000                                         6,835,000          1,276,551          8,111,551
Net income                                                       477,061             89,779            566,840
Partnership contributions                                              0              5,377              5,377
Partnership distributions                                       (970,776)          (182,640)        (1,153,416)
------------      -------------        -----------
Balance, December 31, 2001                                      $  6,341,285      $   1,189,067        $ 7,530,352
============      =============        ===========

166

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Cash Flows
for the Year Ended December 31, 2001 and
the Period from June 15, 2000 (Inception) Through
December 31, 2000

2001           2000
-----------    -----------

Cash flows from operating activities:
Net income                                                                $   566,840    $   309,893
-----------    -----------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation                                                            461,545        187,891
Changes in assets and liabilities:
Accounts receivable                                                   32,967       (197,802)
Prepaid expenses and other assets, net                                92,065       (283,864)
Accounts payable                                                         676              0
-----------    -----------
Total adjustments                                                 587,253       (293,775)
-----------    -----------
Net cash provided by operating activities                       1,154,093         16,118
-----------    -----------
Cash flows from investing activities:
Investment in real estate                                                      (5,377)      (959,887)
-----------    -----------
Cash flows from financing activities:
Contributions from joint venture partners                                       5,377      1,282,111
Distributions to joint venture partners                                    (1,027,224)      (167,678)
-----------    -----------
Net cash (used in) provided by financing activities            (1,021,847)     1,114,433
-----------    -----------
Net increase in cash and cash equivalents                                         126,869        170,664
Cash and cash equivalents, beginning of period                                    170,664              0
-----------    -----------
Cash and cash equivalents, end of year                                        $   297,533    $   170,664
===========    ===========

Supplemental disclosure of noncash activities:
Real estate contribution received from joint venture partner              $         0    $ 6,857,889
===========    ===========

Fund IX, X, XI, and REIT Joint Venture

On March 20, 1997, Fund IX and Wells Real Estate Fund X, L.P. ("Fund X") entered
into a joint venture agreement. The joint venture, Fund IX and X Associates, was
formed to acquire, develop, operate, and sell real properties. On March 20,
1997, Wells Fund IX contributed a 5.62-acre tract of real property in Knoxville,
Tennessee, and improvements thereon, known as the Alstom Power Building, to the
Fund IX and X Associates joint venture. An 84,404-square foot, three-story
building was constructed and commenced operations at the end of 1997.

On February 13, 1998, the joint venture purchased a two-story office building,
known as the Ohmeda Building, in Louisville, Colorado. On March 20, 1998, the
joint venture purchased a three-story office building, known as the 360
Interlocken Building, in Broomfield, Colorado. On June 11, 1998, Fund IX and X
Associates was amended and restated to admit Wells Real Estate Fund XI, L.P.
("Fund XI") and the Operating Partnership. The joint venture was renamed the
Fund IX, X, XI, and REIT Joint Venture. On June 24, 1998, the new joint venture
purchased a one-story office building, known as the Avaya Building, in Oklahoma
City, Oklahoma. On April 1, 1998, Wells Fund X purchased a one-story warehouse
facility, known as the Iomega Building, in Ogden, Utah. On July 1, 1998, Wells
Fund X contributed the Iomega Building to the Fund IX, X, XI, and REIT Joint
Venture.

During 1999, Fund IX and Fund XI made contributions to the Fund IX, X, XI, and
REIT Joint Venture; during 2000, Fund IX and Fund X made contributions to the
Fund IX, X, XI, and REIT Joint Venture.

167

Following are the financial statements for the Fund IX, X, XI, and REIT Joint
Venture:

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheets
December 31, 2001 and 2000

Assets

2001           2000
-----------    -----------

Real estate assets, at cost:
Land                                                             $ 6,698,020    $ 6,698,020
Building and improvements, less accumulated depreciation of
$5,619,744 in 2001 and $4,203,502 in 2000                      27,178,526     28,594,768
-----------    -----------
Total real estate assets, net                           33,876,546     35,292,788
Cash and cash equivalents                                              1,555,917      1,500,044
Accounts receivable                                                      596,050        422,243
Prepaid expenses and other assets, net                                   439,002        487,276
-----------    -----------
Total assets                                           $36,467,515    $37,702,351
===========    ===========

Liabilities and Partners' Capital

Liabilities:
Accounts payable and accrued liabilities                         $   620,907    $   568,517
Refundable security deposits                                         100,336         99,279
Due to affiliates                                                     13,238          9,595
Partnership distributions payable                                    966,912        931,151
-----------    -----------
Total liabilities                                        1,701,393      1,608,542
-----------    -----------
Partners' capital:
Wells Real Estate Fund IX                                         13,598,505     14,117,803
Wells Real Estate Fund X                                          16,803,586     17,445,277
Wells Real Estate Fund XI                                          3,073,671      3,191,093
Wells Operating Partnership, L.P.                                  1,290,360      1,339,636
-----------    -----------
Total partners' capital                                 34,766,122     36,093,809
-----------    -----------
Total liabilities and partners' capital                $36,467,515    $37,702,351
===========    ===========

168

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2001, 2000, and 1999

2001          2000          1999
-----------   -----------   -----------

Revenues:
Rental income                                              $ 4,174,379   $ 4,198,388   $ 3,932,962
Other income                                                   119,828       116,129        61,312
Interest income                                                 50,002        73,676        58,768
-----------   -----------   -----------
4,344,209     4,388,193     4,053,042
-----------   -----------   -----------
Expenses:
Depreciation                                                 1,416,242     1,411,434     1,538,912
Management and leasing fees                                    357,761       362,774       286,139
Operating costs, net of reimbursements                        (232,601)     (133,505)      (34,684)
Property administration expense                                 91,747        57,924        59,886
Legal and accounting                                            26,223        20,423        30,545
-----------   -----------   -----------
1,659,372     1,719,050     1,880,798
-----------   -----------   -----------
Net income                                                     $ 2,684,837   $ 2,669,143   $ 2,172,244
===========   ===========   ===========

Net income allocated to Wells Real Estate Fund IX              $ 1,050,156   $ 1,045,094   $   850,072
===========   ===========   ===========

Net income allocated to Wells Real Estate Fund X               $ 1,297,665   $ 1,288,629   $ 1,056,316
===========   ===========   ===========

Net income allocated to Wells Real Estate Fund XI              $   237,367   $   236,243   $   184,355
===========   ===========   ===========

Net income allocated to Wells Operating Partnership, L.P.      $    99,649   $    99,177   $    81,501
===========   ===========   ===========

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2001, 2000, and 1999

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

Balance, December 31, 1998         $ 14,960,100     $ 18,707,139     $  2,521,003    $  1,443,378    $ 37,631,620
Net income                           850,072        1,056,316          184,355          81,501       2,172,244
Partnership contributions            198,989                0          911,027               0       1,110,016
Partnership distributions         (1,418,535)      (1,762,586)        (307,982)       (135,995)     (3,625,098)
------------     ------------     ------------    ------------    ------------
Balance, December 31, 1999           14,590,626       18,000,869        3,308,403       1,388,884      37,288,782
Net income                         1,045,094        1,288,629          236,243          99,177       2,669,143
Partnership contributions             46,122           84,317                0               0         130,439
Partnership distributions         (1,564,039)      (1,928,538)        (353,553)       (148,425)     (3,994,555)
------------     ------------     ------------    ------------    ------------
Balance, December 31, 2000           14,117,803       17,445,277        3,191,093       1,339,636      36,093,809
Net income                         1,050,156        1,297,665          237,367          99,649       2,684,837
Partnership distributions         (1,569,454)      (1,939,356)        (354,789)       (148,925)     (4,012,524)
------------     ------------     ------------    ------------    ------------
Balance, December 31, 2001         $ 13,598,505     $ 16,803,586     $  3,073,671    $  1,290,360    $ 34,766,122
============     ============     ============    ============    ============

169

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2001, 2000, and 1999

2001           2000           1999
-----------    -----------    -----------

Cash flows from operating activities:
Net income                                                 $ 2,684,837    $ 2,669,143    $ 2,172,244
-----------    -----------    -----------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation                                          1,416,242      1,411,434      1,538,912
Changes in assets and liabilities:
Accounts receivable                                 (173,807)       132,722       (421,708)
Prepaid expenses and other assets, net                48,274         39,133        (85,281)
Accounts payable and accrued liabilities, and
refundable security deposits                       53,447        (37,118)       295,177
Due to affiliates                                      3,643          3,216          1,973
-----------    -----------    -----------
Total adjustments                               1,347,799      1,549,387      1,329,073
-----------    -----------    -----------
Net cash provided by operating activities       4,032,636      4,218,530      3,501,317
-----------    -----------    -----------
Cash flows from investing activities:
Investment in real estate                                            0       (127,661)      (930,401)
-----------    -----------    -----------
Cash flows from financing activities:
Distributions to joint venture partners                     (3,976,763)    (3,868,138)    (3,820,491)
Contributions received from partners                                 0        130,439      1,066,992
-----------    -----------    -----------
Net cash used in financing activities          (3,976,763)    (3,737,699)    (2,753,499)
-----------    -----------    -----------
Net increase (decrease) in cash and cash equivalents                55,873        353,170       (182,583)
Cash and cash equivalents, beginning of year                     1,500,044      1,146,874      1,329,457
-----------    -----------    -----------
Cash and cash equivalents, end of year                         $ 1,555,917    $ 1,500,044    $ 1,146,874
===========    ===========    ===========

Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture        $         0    $         0    $    43,024
===========    ===========    ===========

Wells/Orange County Associates

On July 27, 1998, the Operating Partnership entered into a joint venture
agreement with Wells Development Corporation, referred to as Wells/Orange County
Associates. On July 31, 1998, Wells/Orange County Associates acquired a
52,000-square foot warehouse and office building located in Fountain Valley,
California, known as the Cort Furniture Building.

On September 1, 1998, Fund X and XI Associates acquired Wells Development
Corporation's interest in Wells/Orange County Associates, which resulted in Fund
X and XI Associates becoming a joint venture partner with the Operating
Partnership in the ownership of the Cort Furniture Building.

170

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

Wells/Orange County Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 2001 and 2000

Assets

2001         2000
----------   ----------

Real estate assets, at cost:
Land                                                     $2,187,501   $2,187,501
Building, less accumulated depreciation of $651,780 in
2001 and $465,216 in 2000                               4,012,335    4,198,899
----------   ----------
Total real estate assets                        6,199,836    6,386,400
Cash and cash equivalents                                       188,407      119,038
Accounts receivable                                              80,803       99,154
Prepaid expenses and other assets                                 9,426            0
----------   ----------
Total assets                                   $6,478,472   $6,604,592
==========   ==========

Liabilities and Partners' Capital

Liabilities:
Accounts payable                                         $   11,792   $    1,000
Partnership distributions payable                           192,042      128,227
----------   ----------
Total liabilities                                 203,834      129,227
----------   ----------
Partners' capital:
Wells Operating Partnership, L.P.                         2,740,000    2,827,607
Fund X and XI Associates                                  3,534,638    3,647,758
----------   ----------
Total partners' capital                         6,274,638    6,475,365
----------   ----------
Total liabilities and partners' capital        $6,478,472   $6,604,592
==========   ==========

171

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2001, 2000, and 1999

2001         2000        1999
--------     --------    --------

Revenues:
Rental income                                            $795,528     $795,545    $795,545
Interest income                                             2,409            0           0
--------     --------    --------
797,937      795,545     795,545
--------     --------    --------
Expenses:
Depreciation                                              186,564      186,564     186,565
Management and leasing fees                                33,547       30,915      30,360
Operating costs, net of reimbursements                     21,855        5,005      22,229
Legal and accounting                                        9,800        4,100       5,439
--------     --------    --------
251,766      226,584     244,593
--------     --------    --------
Net income                                                   $546,171     $568,961    $550,952
========     ========    ========

Net income allocated to Wells Operating Partnership, L.P     $238,542     $248,449    $240,585
========     ========    ========

Net income allocated to Fund X and XI Associates             $307,629     $320,512    $310,367
========     ========    ========

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2001, 2000, and 1999

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

Balance, December 31, 1998                                  $2,958,617    $3,816,766   $6,775,383
Net income                                                 240,585       310,367      550,952
Partnership distributions                                 (306,090)     (394,871)    (700,961)
-----------    ----------   ----------
Balance, December 31, 1999                                   2,893,112     3,732,262    6,625,374
Net income                                                 248,449       320,512      568,961
Partnership distributions                                 (313,954)     (405,016)    (718,970)
-----------    ----------   ----------
Balance, December 31, 2000                                   2,827,607     3,647,758    6,475,365
Net income                                                 238,542       307,629      546,171
Partnership distributions                                 (326,149)     (420,749)    (746,898)
-----------    ----------   ----------
Balance, December 31, 2001                                  $2,740,000    $3,534,638   $6,274,638
===========    ==========   ==========

172

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2001, 2000, and 1999

2001        2000           1999
-----------  -----------   ------------

Cash flows from operating activities:
Net income                                                            $ 546,171    $ 568,961     $ 550,952
---------    ---------     ---------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation                                                     186,564      186,564       186,565
Changes in assets and liabilities:
Accounts receivable                                            18,351      (49,475)      (36,556)
Accounts payable                                               10,792        1,000        (1,550)
Prepaid and other expenses                                     (9,426)           0             0
---------    ---------     ---------
Total adjustments                                          206,281      138,089       148,459
---------    ---------     ---------
Net cash provided by operating activities                  752,452      707,050       699,411
Cash flows from financing activities:
Distributions to partners                                              (683,083)    (764,678)     (703,640)
---------    ---------     ---------
Net increase (decrease) in cash and cash equivalents                         69,369      (57,628)       (4,229)
Cash and cash equivalents, beginning of year                                119,038      176,666       180,895
---------    ---------     ---------
Cash and cash equivalents, end of year                                    $ 188,407    $ 119,038     $ 176,666
=========    =========     =========

Wells/Fremont Associates

On July 15, 1998, the Operating Partnership entered into a joint venture
agreement with Wells Development Corporation, referred to as Wells/Fremont
Associates. On July 21, 1998, Wells/Fremont Associates acquired a 58,424-square
foot two-story manufacturing and office building located in Fremont, California,
known as the Fairchild Building.

On October 8, 1998, Fund X and XI Associates acquired Wells Development
Corporation's interest in Wells/Fremont Associates, which resulted in Fund X and
XI Associates becoming a joint venture partner with the Operating Partnership in
the ownership of the Fairchild Building.

173

Following are the financial statements for Wells/Fremont Associates:

Wells/Fremont Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 2001 and 2000

Assets
2001            2000
---------------  -------------

Real estate assets, at cost:
Land                                                                               $2,219,251       $2,219,251
Building, less accumulated depreciation of $999,301 in 2001 and $713,773
in 2000                                                                          6,138,857        6,424,385
----------       ----------
Total real estate assets                                                  8,358,108        8,643,636
Cash and cash equivalents                                                                 203,750           92,564
Accounts receivable                                                                       133,801          126,433
----------       ----------
Total assets                                                             $8,695,659       $8,862,633
==========       ==========

Liabilities and Partners' Capital

Liabilities:
Accounts payable                                                                   $    1,896       $    3,016
Due to affiliate                                                                        8,030            7,586
Partnership distributions payable                                                     201,854           89,549
----------       ----------
Total liabilities                                                           211,780          100,151
----------       ----------
Partners' capital:
Wells Operating Partnership, L.P.                                                   6,575,358        6,791,287
Fund X and XI Associates                                                            1,908,521        1,971,195
----------       ----------
Total partners' capital                                                   8,483,879        8,762,482
----------       ----------
Total liabilities and partners' capital                                  $8,695,659       $8,862,633
==========       ==========

174

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2001, 2000, and 1999

2001          2000           1999
-----------   ------------   ------------

Revenues:
Rental income                                                 $902,945      $902,946       $902,946
Interest income                                                  2,713             0              0
Other income                                                     2,015             0              0
--------      --------       --------
907,673       902,946        902,946
--------      --------       --------
Expenses:
Depreciation                                                   285,528       285,527        285,526
Management and leasing fees                                     36,267        36,787         37,355
Operating costs, net of reimbursements                          16,585        13,199         16,006
Legal and accounting                                             6,400         4,300          4,885
--------      --------       --------
344,780       339,813        343,772
--------      --------       --------
Net income                                                        $562,893      $563,133       $559,174
========      ========       ========

Net income allocated to Wells Operating Partnership, L.P.         $436,265      $436,452       $433,383
========      ========       ========

Net income allocated to Fund X and XI Associates                  $126,628      $126,681       $125,791
========      ========       ========

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2001, 2000, and 1999

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

Balance, December 31, 1998                  $7,166,682        $2,080,155       $9,246,837
Net income                                 433,383           125,791          559,174
Partnership distributions                 (611,855)         (177,593)        (789,448)
----------        ----------       ----------
Balance, December 31, 1999                   6,988,210         2,028,353        9,016,563
Net income                                 436,452           126,681          563,133
Partnership distributions                 (633,375)         (183,839)        (817,214)
----------        ----------       ----------
Balance, December 31, 2000                   6,791,287         1,971,195        8,762,482
Net income                                 436,265           126,628          562,893
Partnership distributions                 (652,194)         (189,302)        (841,496)
----------        ----------       ----------
Balance, December 31, 2001                  $6,575,358        $1,908,521       $8,483,879
==========        ==========       ==========

175

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2001, 2000, and 1999

2001          2000          1999
----------    ----------    ----------

Cash flows from operating activities:
Net income                                                              $ 562,893     $ 563,133     $ 559,174
----------    ----------    ----------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation                                                         285,528       285,527       285,526
Changes in assets and liabilities:
Accounts receivable                                                (7,368)      (33,454)      (58,237)
Accounts payable                                                   (1,120)        1,001        (1,550)
Due to affiliate                                                      444         2,007         3,527
----------    ----------    ----------
Total adjustments                                              277,484       255,081       229,266
----------    ----------    ----------
Net cash provided by operating activities                      840,377       818,214       788,440
Cash flows from financing activities:
Distributions to partners                                                (729,191)     (914,662)     (791,940)
----------    ----------    ----------
Net increase (decrease) in cash and cash equivalents                        111,186       (96,448)       (3,500)
Cash and cash equivalents, beginning of year                                 92,564       189,012       192,512
----------    ----------    ----------
Cash and cash equivalents, end of year                                    $ 203,750     $  92,564     $ 189,012
==========    ==========    ==========

Fund XI, XII, and REIT Joint Venture

On May 1, 1999, the Operating Partnership entered into a joint venture with Fund
XI and Wells Real Estate Fund XII, L.P. ("Fund XII"). On May 18, 1999, the joint
venture purchased a 169,510-square foot, two-story manufacturing and office
building, known as EYBL CarTex Building, in Fountain Inn, South Carolina. On
July 21, 1999, the joint venture purchased a 68,900-square foot,
three-story-office building, known as the Sprint Building, in Leawood, Kansas.
On August 17, 1999, the joint venture purchased a 130,000-square foot office and
warehouse building, known as the Johnson Matthey Building, in Chester County,
Pennsylvania. On September 20, 1999, the joint venture purchased a 62,400-square
foot, two-story office building, known as the Gartner Building, in Fort Myers,
Florida.

176

Following are the financial statements for the Fund XI, XII, and REIT Joint
Venture:

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheets
December 31, 2001 and 2000

Assets

2001           2000
------------   ------------

Real estate assets, at cost:
Land                                                                      $ 5,048,797    $ 5,048,797
Building and improvements, less accumulated depreciation of
$2,692,116 in 2001 and $1,599,263 in 2000                               24,626,336     25,719,189
------------   ------------
Total real estate assets                                         29,675,133     30,767,986
Cash and cash equivalents                                                         775,805        541,089
Accounts receivable                                                               675,022        394,314
Prepaid assets and other expenses                                                  26,486         26,486
------------   ------------
Total assets                                                    $31,152,446    $31,729,875
============   ============
Liabilities and Partners' Capital

Liabilities:
Accounts payable                                                          $   114,612    $   114,180
Partnership distributions payable                                             757,500        453,395
------------   ------------
Total liabilities                                                   872,112        567,575
------------   ------------
Partners' capital:
Wells Real Estate Fund XI                                                   7,917,646      8,148,261
Wells Real Estate Fund XII                                                  5,174,703      5,325,424
Wells Operating Partnership, L.P.                                          17,187,985     17,688,615
------------   ------------
Total partners' capital                                          30,280,334     31,162,300
------------   ------------
Total liabilities and partners' capital                         $31,152,446    $31,729,875
============   ============

177

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2001, 2000, and 1999

2001             2000            1999
-----------      -----------     -----------

Revenues
Rental income                                                       $3,346,227       $3,345,932      $1,443,446
Interest income                                                         24,480            2,814               0
Other income                                                               360              440              57
-----------      -----------     -----------
3,371,067        3,349,186       1,443,503
-----------      -----------     -----------
Expenses:
Depreciation                                                         1,092,853        1,092,680         506,582
Management and leasing fees                                            156,987          157,236          59,230
Operating costs, net of reimbursements                                 (27,449)         (30,718)          4,639
Property administration                                                 65,765           36,707          15,979
Legal and accounting                                                    18,000           14,725           4,000
1,306,156        1,270,630         590,430
-----------      -----------     -----------
Net income                                                              $2,064,911       $2,078,556      $  853,073
-----------      -----------     -----------

Net income allocated to Wells Real Estate Fund XI                       $  539,930       $  543,497      $  240,031
===========      ===========     ===========

Net income allocated to Wells Real Estate Fund XII                      $  352,878       $  355,211      $  124,542
===========      ===========     ===========

Net income allocated to Wells Operating Partnership, L.P.               $1,172,103       $1,179,848      $  488,500
===========      ===========     ===========

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2001, 2000, and 1999

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

Balance, December 31, 1998                            $        0       $        0       $         0      $         0
Net income                                           240,031          124,542           488,500          853,073
Partnership contributions                          8,470,160        5,520,835        18,376,267       32,367,262
Partnership distributions                           (344,339)        (177,743)         (703,797)      (1,225,879)
----------       ----------      ------------      -----------
Balance, December 31, 1999                             8,365,852        5,467,634        18,160,970       31,994,456
Net income                                           543,497          355,211         1,179,848        2,078,556
Partnership distributions                           (761,088)        (497,421)       (1,652,203)      (2,910,712)
----------       ----------      ------------      -----------
Balance, December 31, 2000                             8,148,261        5,325,424        17,688,615       31,162,300
Net income                                           539,930          352,878         1,172,103        2,064,911
Partnership distributions                           (770,545)        (503,599)       (1,672,733)      (2,946,877)
----------       ----------      ------------      -----------
Balance, December 31, 2001                            $7,917,646       $5,174,703       $17,187,985      $30,280,334
==========       ==========      ============      ===========

178

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2001, 2000, and 1999

2001             2000            1999
-----------      -----------    -------------

Cash flows from operating activities:
Net income                                                       $ 2,064,911      $ 2,078,556    $     853,073
-----------      -----------    -------------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation                                                1,092,853        1,092,680          506,582
Changes in assets and liabilities:
Accounts receivable                                       (280,708)        (260,537)        (133,777)
Prepaid expenses and other assets                                0                0          (26,486)
Accounts payable                                               432            1,723          112,457
-----------      -----------    -------------
Total adjustments                                       812,577          833,866          458,776
-----------      -----------    -------------
Net cash provided by operating activities             2,877,488        2,912,422        1,311,849
Cash flows from financing activities:

Distributions to joint venture partners                           (2,642,772)      (3,137,611)        (545,571)
-----------      -----------    -------------
Net increase (decrease) in cash and cash equivalents                     234,716         (225,189)         766,278
Cash and cash equivalents, beginning of year                             541,089          766,278                0
-----------      -----------    -------------
Cash and cash equivalents, end of year                               $   775,805      $   541,089    $     766,278
===========      ===========    =============

Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture              $         0      $         0    $   1,294,686
===========      ===========    =============

Contribution of real estate assets to joint venture              $         0      $         0    $  31,072,562
===========      ===========    =============

Fund XII and REIT Joint Venture

On May 10, 2000, the Operating Partnership entered into a joint venture with
Fund XII. The joint venture, Fund XII and REIT Joint Venture, was formed to
acquire, develop, operate, and sell real property. On May 20, 2000, the joint
venture purchased a 77,054-square foot, three-story office building known as the
Siemens Building in Troy, Oakland County, Michigan. On December 28, 2000, the
joint venture purchased a 50,000-square foot, one-story office building and a
78,500-square foot two-story office building collectively known as the AT&T Call
Center Buildings in Oklahoma City, Oklahoma County, Oklahoma. On May 15, 2001,
the joint venture purchased a 201,237-square foot, three-story office building
known as the Comdata Building located in Brentwood, Williamson County,
Tennessee.

179

Following are the financial statements for Fund XII and REIT Joint Venture:

Fund XII and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheets
December 31, 2001 and 2000

Assets

2001              2000
-----------       -----------

Real estate assets, at cost:
Land                                                                             $ 8,899,574       $ 4,420,405
Building and improvements, less accumulated depreciation of $2,131,838
in 2001 and $324,732 in 2000                                                   45,814,781        26,004,918
-----------       -----------
Total real estate assets                                                54,714,355        30,425,323
Cash and cash equivalents                                                              1,345,562           207,475
Accounts receivable                                                                      442,023           130,490
-----------       -----------
Total assets                                                           $56,501,940       $30,763,288
===========       ===========

Liabilities and Partners' Capital

Liabilities:
Accounts payable                                                                 $   134,969       $         0
Partnership distributions payable                                                  1,238,205           208,261
-----------       -----------
Total liabilities                                                        1,373,174           208,261
-----------       -----------
Partners' capital:
Wells Real Estate Fund XII                                                        24,828,894        16,242,127
Wells Operating Partnership, L.P.                                                 30,299,872        14,312,900
-----------       -----------
Total partners' capital                                                 55,128,766        30,555,027
-----------       -----------
Total liabilities and partners' capital                                $56,501,940       $30,763,288
===========       ===========

180

Fund XII and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income
for the Year Ended December 31, 2001 and
the Period From May 10, 2000 (Inception) Through
December 31, 2000

2001           2000
----------      --------

Revenues:
Rental income                                                                         $4,683,323      $974,796
Interest income                                                                           25,144         2,069
----------      --------
4,708,467       976,865
----------      --------
Expenses:
Depreciation                                                                           1,807,106       324,732
Management and leasing fees                                                              224,033        32,756
Partnership administration                                                                38,928         3,917
Legal and accounting                                                                      16,425             0
Operating costs, net of reimbursements                                                    10,453         1,210
----------      --------
2,096,945       362,615
----------      --------
Net income                                                                                $2,611,522      $614,250
==========      ========

Net income allocated to Wells Real Estate Fund XII                                        $1,224,645      $309,190
==========      ========

Net income allocated to Wells Operating Partnership, L.P.                                 $1,386,877      $305,060
==========      ========

Fund XII and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Year Ended December 31, 2001 and
the Period From May 10, 2000 (Inception) Through
December 31, 2000

Wells Real          Wells                 Total
Estate          Operating             Partners'
Fund XII     Partnership, L.P.          Capital
-----------    -----------------        -----------

Balance, May 10, 2000 (inception)                              $         0    $              0         $         0
Net income                                                     309,190             305,060             614,250
Partnership contributions                                   16,340,884          14,409,171          30,750,055
Partnership distributions                                     (407,948)           (401,330)           (809,278)
-----------    -----------------        -----------
Balance, December 31, 2000                                      16,242,126          14,312,901          30,555,027
Net income                                                   1,224,645           1,386,877           2,611,522
Partnership contributions                                    9,298,084          16,795,441          26,093,525
Partnership distributions                                   (1,935,961)         (2,195,347)         (4,131,308)
-----------    -----------------        -----------
Balance, December 31, 2001                                     $24,828,894    $     30,299,872         $55,128,766
===========    ================         ===========

181

Fund XII and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Cash Flows
for the Year Ended December 31, 2001 and
the Period From May 10, 2000 (Inception) Through
December 31, 2000

2001           2000
-------------  ------------

Cash flows from operating activities:
Net income                                                                      $   2,611,522  $    614,250
-------------  ------------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation                                                                 1,807,106       324,732
Changes in assets and liabilities:
Accounts receivable                                                        (311,533)     (130,490)
Accounts payable                                                            134,969             0
-------------  ------------
Total adjustments                                                      1,630,542       194,242
-------------  ------------
Net cash provided by operating activities                              4,242,064       808,492
-------------  ------------
Cash flows from investing activities:
Investment in real estate                                                         (26,096,138)  (29,520,043)
-------------  ------------
Cash flows from financing activities:
Distributions to joint venture partners                                            (3,101,364)     (601,017)
Contributions received from partners                                               26,093,525    29,520,043
-------------  ------------
Net cash provided by financing activities                             22,992,161    28,919,026
-------------  ------------
Net increase in cash and cash equivalents                                               1,138,087       207,475
Cash and cash equivalents, beginning of period                                            207,475             0
-------------  ------------
Cash and cash equivalents, end of year                                              $   1,345,562  $    207,475
=============  ============

Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture                             $           0  $  1,230,012
=============  ============

182

Fund XIII and REIT Joint Venture

On June 27, 2001, Wells Real Estate Fund XIII, L.P. ("Fund XIII") entered into a
joint venture with the Operating Partnership to form the Fund XIII and REIT
Joint Venture. On July 16, 2001, the Fund XIII and REIT Joint Venture purchased
an 85,000-square foot, two-story office building known as the AmeriCredit
Building in Clay County, Florida. On December 21, 2001, the Fund XIII and REIT
Joint Venture purchased two connected one-story office and assembly buildings
consisting of 148,200 square feet known as the ADIC Buildings in Douglas County,
Colorado.

Following are the financial statements for the Fund XIII and REIT Joint Venture:

The Fund XIII and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheet
December 31, 2001

Assets

Real estate assets, at cost:
Land                                                                             $  3,724,819
Building and improvements, less accumulated depreciation of $266,605 in 2001       22,783,948
------------
Total real estate assets                                                 26,508,767
Cash and cash equivalents                                                                 460,380
Accounts receivable                                                                        71,236
Prepaid assets and other expenses                                                             773
------------
Total assets                                                           $ 27,041,156
============

Liabilities and Partners' Capital

Liabilities:
Accounts payable                                                                 $    145,331
Partnership distributions payable                                                     315,049
------------
Total liabilities                                                           460,380
------------
Partners' capital:
Wells Real Estate Fund XIII                                                         8,453,438
Wells Operating Partnership, L.P.                                                  18,127,338
------------
Total partners' capital                                                  26,580,776
------------
Total liabilities and partners' capital                                 $27,041,156
============

183

The Fund XIII and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Income
for the Period From June 27, 2001 (Inception) Through
December 31, 2001

Revenues:
Rental income                                                                    $706,373
--------
Expenses:
Depreciation                                                                      266,605
Management and leasing fees                                                        26,954
Operating costs, net of reimbursements                                             53,659
Legal and accounting                                                                2,800
--------
350,018
--------
Net income                                                                           $356,355
========

Net income allocated to Wells Real Estate Fund XIII                                  $ 58,610
========

Net income allocated to Wells Operating Partnership, L.P.                            $297,745
========

The Fund XIII and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Partners' Capital
for the Period From June 27, 2001 (Inception) Through
December 31, 2001

Wells
Wells Real     Operating       Total
Estate      Partnership,   Partners'
Fund XIII         L.P.        Capital
-------------- --------------- ------------

Balance, June 27, 2001 (inception)                               $           0     $         0  $         0
Net income                                                          58,610         297,745      356,355
Partnership contributions                                        8,491,069      18,285,076   26,776,145
Partnership distributions                                          (96,241)       (455,483)    (551,724)
-------------- --------------- ------------
Balance, December 31, 2001                                          $8,453,438     $18,127,338  $26,580,776
============== =============== ============

184

The Fund XIII and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Cash Flows
for the Period From June 27, 2001 (Inception) Through
December 31, 2001

Cash flows from operating activities:
Net income                                                                                 $     356,355
--------------
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation                                                                                  266,605
Changes in assets and liabilities:
Accounts receivable                                                                       (71,236)
Prepaid expenses and other assets                                                            (773)
Accounts payable                                                                          145,331
--------------
Total adjustments                                                                      339,927
--------------
Net cash provided by operating activities                                              696,282
--------------
Cash flows from investing activities:
Investment in real estate                                                                    (25,779,337)
--------------
Cash flows from financing activities:
Contributions from joint venture partners                                                     25,780,110
Distributions to joint venture partners                                                         (236,675)
--------------
Net cash provided by financing activities                                           25,543,435
--------------
Net increase in cash and cash equivalents                                                            460,380
Cash and cash equivalents, beginning of period                                                             0
--------------
Cash and cash equivalents, end of year                                                         $     460,380
==============

Supplemental disclosure of noncash activities:
Deferred project costs contributed to Joint Venture                                        $     996,035
==============

6.  INCOME TAX BASIS NET INCOME AND PARTNERS' CAPITAL

The Operating Partnership's income tax basis net income for the years ended
December 31, 2001 and 2000 are calculated as follows:

2001              2000
-------------   -------------

Financial statement net income                                               $ 21,723,967    $  8,552,967
Increase (decrease) in net income resulting from:
Depreciation expense for financial reporting purposes in excess of
amounts for income tax purposes                                          7,347,459       3,511,353
Rental income accrued for financial reporting purposes in excess of
amounts for income tax purposes                                         (2,735,237)     (1,822,220)
Expenses deductible when paid for income tax purposes, accrued for
financial reporting purposes                                                25,658          37,675
------------    ------------
Income tax basis net income                                                  $ 26,361,847    $ 10,279,775
============    ============

185

The Operating Partnership's income tax basis partners' capital at December
31, 2001 and 2000 is computed as follows:

2001               2000
--------------     --------------

Financial statement partners' capital                                            $710,285,758       $265,341,612
Increase (decrease) in partners' capital resulting from:
Depreciation expense for financial reporting purposes in excess of
amounts for income tax purposes                                             11,891,061          4,543,602
Capitalization of syndication costs for income tax purposes, which
are accounted for as cost of capital for financial reporting
purposes                                                                    12,896,312         12,896,312
Accumulated rental income accrued for financial reporting purposes
in excess of amounts for income tax purposes                                (5,382,483)        (2,647,246)
Accumulated expenses deductible when paid for income tax purposes,
accrued for financial reporting purposes                                       114,873             89,215
Dividends payable                                                               1,059,026          1,025,010
Other                                                                            (222,378)          (222,378)
------------       ------------
Income tax basis partners' capital                                               $730,642,169       $281,026,127
============       ============

7.   RENTAL INCOME

The future minimum rental income due from the Operating Partnership's
direct investment in real estate or its respective ownership interest in
the joint ventures under noncancelable operating leases at December 31,
2001 is as follows:

Year ended December 31:
2002                                       $  69,364,229
2003                                          70,380,691
2004                                          71,184,787
2005                                          70,715,556
2006                                          71,008,821
Thereafter                                       270,840,299
-------------
$ 623,494,383
=============

One tenant contributed 10% of rental income for the year ended December 31,
2001. In addition, one tenant will contribute 12% of future minimum rental
income.

Future minimum rental income due from Fund VIII, IX, and REIT Joint Venture
under noncancelable operating leases at December 31, 2001 is as follows:

Year ended December 31:
2002                                       $   1,287,119
2003                                           1,287,119
2004                                             107,260
2005                                                   0
2006                                                   0
Thereafter                                                 0
-------------
$   2,681,498
=============

One tenant contributed 100% of rental income for the year ended December
31, 2001. In addition, one tenant will contribute 100% of future minimum
rental income.

186

The future minimum rental income due from Fund IX, X, XI, and REIT Joint
Venture under noncancelable operating leases at December 31, 2001 is as
follows:

Year ended December 31:
2002                                       $   3,648,769
2003                                           3,617,432
2004                                           3,498,472
2005                                           2,482,815
2006                                           2,383,190
Thereafter                                         3,053,321
-------------
$  18,683,999
=============

Four tenants contributed 26%, 23%, 13%, and 13% of rental income for the
year ended December 31, 2001. In addition, four tenants will contribute
38%, 21%, 20%, and 17% of future minimum rental income.

The future minimum rental income due Wells/Orange County Associates under
noncancelable operating leases at December 31, 2001 is as follows:

Year ended December 31:
2002                                       $     834,888
2003                                             695,740
-------------
$   1,530,628
=============

One tenant contributed 100% of rental income for the year ended December
31, 2001 and will contribute 100% of future minimum rental income.

The future minimum rental income due Wells/Fremont Associates under
noncancelable operating leases at December 31, 2001 is as follows:

Year ended December 31:
2002                                       $     922,444
2003                                             950,118
2004                                             894,832
-------------
$   2,767,394
=============

One tenant contributed 100% of rental income for the year ended December
31, 2001 and will contribute 100% of future minimum rental income.

The future minimum rental income due from Fund XI, XII, and REIT Joint
Venture under noncancelable operating leases at December 31, 2001 is as
follows:

Year ended December 31:
2002                                       $  3,277,512
2003                                          3,367,510
2004                                          3,445,193
2005                                          3,495,155
2006                                          3,552,724
Thereafter                                        2,616,855
-------------
$ 19,754,949
=============

Four tenants contributed approximately 30%, 28%, 24%, and 18% of rental
income for the year ended December 31, 2001. In addition, four tenants will
contribute approximately 30%, 27%, 25%, and 18% of future minimum rental
income.

187

The future minimum rental income due from Fund XII and REIT Joint Venture
under noncancelable operating leases at December 31, 2001 is as follows:

Year ended December 31:
2002                              $  5,352,097
2003                                 5,399,451
2004                                 5,483,564
2005                                 5,515,926
2006                                 5,548,289
Thereafter                              34,677,467
------------
$ 61,976,794
============

Three tenants contributed approximately 31%, 29%, and 27% of rental income
for the year ended December 31, 2001. In addition, three tenants will
contribute approximately 58%, 21%, and 18% of future minimum rental income.

The future minimum rental income due Fund XIII and REIT Joint Venture under
noncancelable operating leases at December 31, 2001 is as follows:

Year ended December 31:
2002                              $  2,545,038
2003                                 2,602,641
2004                                 2,661,228
2005                                 2,721,105
2006                                 2,782,957
Thereafter                              13,915,835
------------
$ 27,228,804
============

One tenant contributed approximately 95% of rental income for the year
ended December 31, 2001. In addition, two tenants will contribute
approximately 51% and 49% of future minimum rental income.

8.   INVESTMENT IN BONDS AND OBLIGATION UNDER CAPITAL LEASE

On September 27, 2001, the Operating Partnership acquired a ground
leasehold interest in the Ingram Micro Distribution Facility pursuant to a
Bond Real Property Lease dated December 20, 1995 (the "Bond Lease"). The
ground leasehold interest under the Bond Lease, along with the Bond and
Bond Deed of Trust described below, were purchased from Ingram Micro, L.P.
("Ingram") in a sale lease-back transaction for a purchase price of
$21,050,000. The Bond Lease expires on December 31, 2026. At closing, the
Operating Partnership also entered into a new lease with Ingram pursuant to
which Ingram agreed to lease the entire Ingram Micro Distribution Facility
for a lease term of 10 years with two successive 10-year renewal options.

In connection with the original development of the Ingram Micro
Distribution Facility, the Industrial Development Board of the City of
Milington, Tennessee (the "Industrial Development Board") issued an
Industrial Development Revenue Note dated December 20, 1995 in the
principal amount of $22,000,000 (the "Bond") to Lease Plan North America,
Inc. (the "Original Bond Holder"). The proceeds from the issuance of the
Bond were utilized to finance the construction of the Ingram Micro
Distribution Facility. The Bond is secured by a Fee Construction Mortgage
Deed of Trust Assignment of Rents and Leases also dated December 20, 1995
(the "Bond Deed of Trust") executed by the Industrial Development Board for
the benefit of the Original Bond Holder. Beginning in 2006, the holder of
the Bond Lease has the option to purchase the land underlying the Ingram
Micro Distribution Facility for $100.00 plus satisfaction of the
indebtedness evidenced by the Bond which, as set forth below, was acquired
and is currently held by the Operating Partnership.

On December 20, 2000, Ingram purchased the Bond and the Bond Deed of Trust
from the Original Bond Holder. On September 27, 2001, along with purchasing
the Ingram Micro Distribution Facility through its acquisition of the
ground leasehold interest under the Bond Lease, the Operating Partnership
also acquired the Bond and the Bond Deed of Trust from Ingram. Because the
Operating Partnership is technically subject to the obligation to pay the
$22,000,000 indebtedness evidenced by the Bond, the obligation to pay the
Bond is carried on the Company's books as a liability;

188

however, since Operating Partnership is also the owner of the Bond, the
Bond is also carried on the Company's books as an asset.

9.   NOTES PAYABLE

As of December 31, 2001, the Operating Partnership's notes payable included
the following:

Note payable to Bank of America, interest at 5.9%,
interest payable monthly, due July 30, 2003,
collateralized by the Nissan property                  $     468,844

Note payable to SouthTrust Bank, interest at LIBOR
plus 175 basis points, principal and interest payable
monthly, due June 10, 2002; collateralized by the
Operating Partnership's interests in the Cinemark
Building, the Dial Building, the ASML Building, the
Motorola Tempe Building, the Avnet Building, the
Matsushita Building, and the PwC Building                  7,655,600
-------------
Total                                      $   8,124,444
=============

The contractual maturities of the Operating Partnership's notes payable are
as follows as of December 31, 2001:

2002                                      $7,655,600
2003                                         468,844
----------
Total                         $8,124,444
==========

10.  COMMITMENTS AND CONTINGENCIES

Take Out Purchase and Escrow Agreement

An affiliate of the Advisor ("Wells Exchange") has developed a program (the
"Wells Section 1031 Program") involving the acquisition by Wells Exchange
of income-producing commercial properties and the formation of a series of
single member limited liability companies for the purpose of facilitating
the resale of co-tenancy interests in such real estate properties to be
owned in co-tenancy arrangements with persons ("1031 Participants") who are
looking to invest the proceeds from a sale of real estate held for
investment in another real estate investment for purposes of qualifying for
like-kind exchange treatment under Section 1031 of the Code. Each of these
properties will be financed by a combination of permanent first mortgage
financing and interim loan financing obtained from institutional lenders.

Following the acquisition of each property, Wells Exchange will attempt to
sell co-tenancy interests to 1031 Participants, the proceeds of which will
be used to pay off the interim financing. In consideration for the payment
of a take out fee to the Company, and following approval of the potential
property acquisition by the Company's board of directors, it is anticipated
that Wells OP will enter into a take out purchase and escrow agreement or
similar contract providing that, in the event that Wells Exchange is unable
to sell all of the co-tenancy interest in that particular property to 1031
Participants, the Operating Partnership will purchase, at Wells Exchange's
cost, any co-tenancy interests remaining unsold at the end of the offering
period.

As a part of the initial transaction in the Wells Section 1031 Program, and
in consideration for the payment of a take out fee in the amount of
$137,500 to the Company, Wells OP entered into a take out purchase and
escrow agreement dated April 16, 2001 providing that, among other things,
Wells OP is obligated to acquire, at Wells Exchange's cost ($839,694 in
cash plus $832,060 of assumed debt for each 7.63358% interest of co-tenancy
interest unsold), any co-tenancy interest in the building known as the Ford
Motor Credit Complex which remains unsold at the expiration of the offering
of Wells Exchange, which has been extended to April 15, 2002, which is also
the maturity date of the interim loan relating to such property. The Ford
Motor Credit Complex consists of two connecting office buildings containing
167,438 rentable square feet located in Colorado Springs, Colorado,
currently under a triple-net lease with Ford Motor Credit Company, a wholly
owned subsidiary of Ford Motor Company.

The obligations of Wells OP under the take out purchase and escrow
agreement are secured by reserving against a portion of Wells OP's existing
line of credit with Bank of America, N.A. (the "Interim Lender"). If, for
any reason, Wells OP fails to acquire any of the co-tenancy interest in the
Ford Motor Credit Complex which remains unsold as of

189

April 15, 2002, or there is otherwise an uncured default under the interim
loan or the line of credit documents, the Interim Lender is authorized to
draw down Wells OP's line of credit in the amount necessary to pay the
outstanding balance of the interim loan in full, in which event the
appropriate amount of co-tenancy interest in the Ford Motor Credit Complex
would be deeded to Wells OP. Wells OP's maximum economic exposure in the
transaction is $21,900,000, in which event Wells OP would acquire the Ford
Motor Credit Complex for $11,000,000 in cash plus assumption of the first
mortgage financing in the amount of $10,900,000. If some, but not all, of
the co-tenancy interests are sold, Wells OP's exposure would be less, and
it would own an interest in the property in co-tenancy with the 1031
Participants who had previously acquired co-tenancy interests in the Ford
Motor Credit Complex from Wells Exchange.

Development of the Nissan Property

The Operating Partnership has entered into an agreement with an independent
third-party general contractor for the purpose of designing and
constructing a three-story office building containing 268,290 rentable
square feet on the Nissan Property. The construction agreement provides
that the Operating Partnership will pay the contractor a maximum of
$25,326,017 for the design and construction of the building. Construction
commenced on January 25, 2002 and is scheduled to be completed within 20
months.

General

Management, after consultation with legal counsel, is not aware of any
significant litigation or claims against the Company, the Operating
Partnership, or the Advisor. In the normal course of business, the Company,
the Operating Partnership, or the Advisor may become subject to such
litigation or claims.

11.  SHAREHOLDERS' EQUITY

Common Stock Option Plan

The Wells Real Estate Investment Trust, Inc. Independent Director Stock
Option Plan ("the Plan") provides for grants of stock to be made to
independent nonemployee directors of the Company. Options to purchase 2,500
shares of common stock at $12 per share are granted upon initially becoming
an independent director of the Company. Of these shares, 20% are
exercisable immediately on the date of grant. An additional 20% of these
shares become exercisable on each anniversary following the date of grant
for a period of four years. Effective on the date of each annual meeting of
shareholders of the Company, beginning in 2000, each independent director
will be granted an option to purchase 1,000 additional shares of common
stock. These options vest at the rate of 500 shares per full year of
service thereafter. All options granted under the Plan expire no later than
the date immediately following the tenth anniversary of the date of grant
and may expire sooner in the event of the disability or death of the
optionee or if the optionee ceases to serve as a director.

The Company has adopted the disclosure provisions in Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation." As permitted by the provisions of SFAS No. 123, the Company
applies Accounting Principles Board Opinion No. 25 and the related
interpretations in accounting for its stock option plans and, accordingly,
does not recognize compensation cost.

190

A summary of the Company's stock option activity during 2001 and 2000 is as
follows:

Exercise
Number   Price
------  --------
Outstanding at December 31, 1999                          17,500   $  12
Granted                                                7,000      12
------
Outstanding at December 31, 2000                          24,500      12
Granted                                                7,000      12
------
Outstanding at December 31, 2001                          31,500      12
======

Outstanding options exercisable as of December 31, 2001   10,500      12
======

For SFAS No. 123 purposes, the fair value of each stock option for 2001 and
2000 has been estimated as of the date of the grant using the minimum value
method. The weighted average risk-free interest rates assumed for 2001 and
2000 were 5.05% and 6.45%, respectively. Dividend yields of 7.8% and 7.3%
were assumed for 2001 and 2000, respectively. The expected life of an
option was assumed to be six years and four years for 2001 and 2000,
respectively. Based on these assumptions, the fair value of the options
granted during 2001 and 2000 is $0.

Treasury Stock

During 1999, the Company's board of directors authorized a dividend
reinvestment program (the "DRP"), through which common shareholders may
elect to reinvest an amount equal to the dividends declared on their common
shares into additional shares of the Company's common stock in lieu of
receiving cash dividends. During 2000, the Company's board of directors
authorized a common stock repurchase plan subject to the amount reinvested
in the Company's common shares through the DRP, less shares already
redeemed, and a limitation in the amount of 3% of the average common shares
outstanding during the preceding year. During 2001 and 2000, the Company
repurchased 413,743 and 141,297 of its own common shares at an aggregate
cost of $4,137,427 and $1,412,969, respectively. These transactions were
funded with cash on hand and did not exceed either of the foregoing
limitations.

12.  QUARTERLY RESULTS (UNAUDITED)

Presented below is a summary of the unaudited quarterly financial
information for the years ended December 31, 2001 and 2000:

2001 Quarters Ended
---------------------------------------------------------------------
March 31          June 30         September 30        December 31
------------    --------------    ----------------    ---------------

Revenues                                $ 10,669,713    $   10,891,240    $     12,507,904    $    15,239,945
Net income                                 3,275,345         5,038,898           6,109,137          7,300,587
Basic and diluted earnings per share
(a)                                $       0.10    $         0.12    $           0.11    $          0.10
Dividends per share (a)                         0.19              0.19                0.19               0.19

(a)   The totals of the four quarterly amounts for the
year ended December 31, 2001 do not equal the
totals for the year. This difference results
from rounding differences between quarters.

191

2000 Quarters Ended
----------------------------------------------------------
March 31       June 30       September 30   December 31
-----------    -----------     ------------   ------------

Revenues                                              $ 3,710,409    $ 5,537,618     $ 6,586,611    $ 7,538,568
Net income                                              1,691,288      1,521,021       2,525,228      2,815,430
Basic and diluted earnings per share                  $      0.11    $      0.08     $      0.11    $      0.10
Dividends per share                                          0.18           0.18            0.18           0.19

13.  SUBSEQUENT EVENT

On January 11, 2002, the Operating Partnership purchased a three-story
office building on a 9.8-acre tract of land located in Sarasota County,
Florida known as the Arthur Andersen Building, from an unaffiliated third
party for $21,400,000. The Operating Partnership incurred additional
related acquisition expenses, including attorneys' fees, recording fees,
structural report and environmental report fees, and other closing costs,
of approximately $30,000.

192

WELLS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARY

SCHEDULE III--REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2001

Accumulated
Cost            Depreciation
-------------        ------------

BALANCE AT DECEMBER 31, 1998                 $  76,201,910        $  1,487,963

1999 additions                             103,916,288           4,243,688
-------------        ------------
BALANCE AT DECEMBER 31, 1999                   180,118,198           5,731,651

2000 additions                             293,450,036          11,232,378
-------------        ------------
BALANCE AT DECEMBER 31, 2000                   473,568,234          16,964,029
=============        ============

=============        ============
2001 additions                            294,740,403          20,821,037
=============        ============
BALANCE AT DECEMBER 31, 2001                 $ 768,308,697        $ 37,785,066
=============        ============

193

WELLS REAL ESTATE INVESTMENT TRUST, INC.
AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

ASSETS

March 31,      December 31,
2002             2001
------------     -------------

REAL ESTATE ASSETS, at cost:
Land                                                                                           $ 94,273,542     $  86,246,985
Building and improvements, less accumulated depreciation of $30,558,906 in 2002
and $24,814,454 in 2001                                                                      563,639,005       472,383,102
Construction in progress                                                                          8,827,823         5,738,573
------------      ------------
Total real estate assets                                                            666,740,370       564,368,660
INVESTMENT IN JOINT VENTURES                                                                         76,811,543        77,409,980
CASH AND CASH EQUIVALENTS                                                                           187,022,573        75,586,168
INVESTMENT IN BONDS                                                                                  22,000,000        22,000,000
ACCOUNTS RECEIVABLE                                                                                   7,697,487         6,003,179
DEFERRED PROJECT COSTS                                                                                7,739,896         2,977,110
DEFERRED LEASE ACQUISITION COSTS, net                                                                 1,868,674         1,525,199
DUE FROM AFFILIATES                                                                                   1,820,241         1,692,727
PREPAID EXPENSES AND OTHER ASSETS, net                                                                1,584,942           718,389
DEFERRED OFFERING COSTS                                                                                 244,761                 0
------------      ------------
Total assets                                                                       $973,530,487      $752,281,412
============      ============

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
Notes payable                                                                                  $ 11,071,586      $  8,124,444
Obligation under capital lease                                                                   22,000,000        22,000,000
Accounts payable and accrued expenses                                                             8,570,735         8,727,473
Dividends payable                                                                                 3,657,498         1,059,026
Due to affiliates                                                                                   990,923         2,166,161
Deferred rental income                                                                            1,567,241           661,657
------------      ------------
Total liabilities                                                                    47,857,983        42,738,761
------------      ------------

MINORITY INTEREST OF UNIT HOLDER IN OPERATING PARTNERSHIP                                               200,000           200,000
SHAREHOLDERS' EQUITY:                                                                              ------------      ------------
Common shares, $.01 par value; 125,000,000 shares authorized, 109,331,764
shares issued and 108,472,526 shares outstanding at March 31, 2002, and
83,761,469 shares issued and 83,206,429 shares outstanding at December 31, 2001                1,093,317           837,614
Additional paid-in capital                                                                      966,577,500       738,236,525
Cumulative distributions in excess of earnings                                                  (33,555,824)      (24,181,092)
Treasury stock, at cost, 859,238 shares at March 31, 2002 and 555,040 shares
at December 31, 2001                                                                          (8,592,377)       (5,550,396)
Other comprehensive loss                                                                            (50,112)                0
------------      ------------
Total shareholders' equity                                                          925,472,504       709,342,651
------------      ------------
Total liabilities and shareholders' equity                                         $973,530,487      $752,281,412
============      ============

The accompanying condensed notes are an integral part of these consolidated
financial statements

194

WELLS REAL ESTATE INVESTMENT TRUST, INC.
AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended
--------------------------------
March 31,        March 31,
2002             2001
----------------  --------------

REVENUES:
Rental income                                                                      $ 16,738,163      $ 9,860,085
Equity in income of joint ventures                                                    1,206,823          709,713
Interest income                                                                       1,113,715           99,915
Take out fee                                                                            134,102                0
--------------    -------------
19,192,803       10,669,713
--------------    -------------
EXPENSES:
Depreciation                                                                          5,744,452        3,187,179
Management and leasing fees                                                             899,495          565,714
Operating costs, net of reimbursements                                                  624,698        1,091,185
General and administrative                                                              529,031          175,107
Interest expense                                                                        440,001        2,160,426
Amortization of deferred financing costs                                                175,462          214,757
--------------    -------------
8,413,139        7,394,368
--------------    -------------
NET INCOME                                                                             $ 10,779,664      $ 3,275,345
==============    =============
EARNINGS PER SHARE
Basic and diluted                                                                 $       0.11      $      0.10
==============    =============

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

195

WELLS REAL ESTATE INVESTMENT TRUST, INC.
AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2001

AND FOR THE THREE MONTHS ENDED MARCH 31, 2002

Cumulative
Common      Additional   Distributions in                    Treasury
Common        Stock         Paid-In        Excess of        Retained         Stock
Stock Shares     Amount        Capital        Earnings         Earnings         Shares
------------ ------------  ------------- -----------------  --------------  -------------

BALANCE, December 31, 2000                 31,509,807   $   315,097   $ 275,573,339  $   (9,133,855)    $           0   $  (141,297)
Issuance of common stock                52,251,662       522,517     521,994,103               0                 0             0
Treasury stock purchased                         0             0               0               0                 0      (413,743)
Net income                                       0             0               0               0        21,723,967             0
Dividends ($.76 per share)                       0             0               0     (15,047,237)      (21,723,967)            0
Sales commissions and discounts                  0             0     (49,246,118)              0                 0             0
Other offering expenses                          0             0     (10,084,799)              0                 0             0
-----------   -----------   ------------- ---------------    --------------  ------------
BALANCE, December 31, 2001                 83,761,469       837,614     738,236,525     (24,181,092)                0      (555,040)
Issuance of common stock                25,570,295       255,703     255,447,240               0                 0             0
Treasury stock purchased                         0             0               0               0                 0      (304,198)
Net income                                       0             0               0               0        10,779,664             0
Dividends ($.19 per share)                       0             0               0      (9,374,732)      (10,779,664)            0
Sales commissions and discounts                  0             0     (24,579,655)              0                 0             0
Other offering expenses                          0             0      (2,526,610)              0                 0             0
Gain/(loss) on interest rate swap                0             0               0               0                 0             0
-----------   -----------   -------------  --------------     -------------  ------------
BALANCE, March 31, 2002                   109,331,764   $ 1,093,317   $ 966,577,500  $  (33,555,824)    $           0   $  (859,238)
===========   ===========   =============  ==============     =============  ============

Other            Total
Treasury Stock      Comprehensive    Shareholders'
Amount             Income            Equity
----------------   --------------   --------------

BALANCE, December 31, 2000                    $ (1,412,969)      $          0  $  265,341,612
Issuance of common stock                              0                  0     522,516,620
Treasury stock purchased                     (4,137,427)                 0      (4,137,427)
Net income                                            0                  0      21,723,967
Dividends ($.76 per share)                            0                  0     (36,771,204)
Sales commissions and discounts                       0                  0     (49,246,118)
Other offering expenses                               0                  0     (10,084,799)
--------------     --------------  --------------
BALANCE, December 31, 2001                      (5,550,396)                 0     709,342,651
Issuance of common stock                              0                  0     255,702,943
Treasury stock purchased                     (3,041,981)                 0      (3,041,981)
Net income                                            0                  0      10,779,664
Dividends ($.19 per share)                            0                  0     (20,154,396)
Sales commissions and discounts                       0                  0     (24,579,655)
Other offering expenses                               0                  0      (2,526,610)
Gain/(loss) on interest rate swap                     0            (50,112)        (50,112)
--------------     --------------  --------------
BALANCE, March 31, 2002                       $ (8,592,377)      $    (50,112) $  925,472,504
==============     ==============  ==============

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

196

WELLS REAL ESTATE INVESTMENT TRUST, INC.
AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended
---------------------------------
March 31,        March 31,
2002             2001
---------------- ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                     $    10,779,664   $    3,275,345
Adjustments to reconcile net income to net cash provided by operating
activities:
Equity in income of joint ventures                                            (1,206,823)        (709,713)
Depreciation                                                                   5,744,452        3,187,179
Amortization of deferred financing costs                                         175,462          214,757
Amortization of deferred leasing costs                                            72,749           75,837
Deferred lease acquisition costs paid                                           (400,000)               0
Changes in assets and liabilities:
Accounts receivable                                                        (1,694,308)        (264,416)
Due from affiliates                                                           (13,740)               0
Deferred rental income                                                        905,584         (142,888)
Prepaid expenses and other assets, net                                     (1,092,127)       2,481,643
Accounts payable and accrued expenses                                        (156,738)          96,828
Due to affiliates                                                                (626)          20,742
---------------   --------------
Net cash provided by operating activities                               13,113,549        8,235,314
---------------   --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in real estate                                                        (104,051,998)      (2,703,858)
Investment in joint ventures                                                                 0           (5,749)
Deferred project costs paid                                                         (9,461,180)      (2,288,936)
Distributions received from joint ventures                                           1,691,486          734,286
---------------   --------------
Net cash used in investing activities                                 (111,821,692)      (4,264,257)
---------------   --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable                                                          2,947,142        5,800,000
Repayment of notes payable                                                                   0      (56,923,187)
Dividends paid to shareholders                                                     (17,555,924)      (6,213,236)
Issuance of common stock                                                           255,702,943       66,174,705
Sales commissions paid                                                             (24,579,655)      (6,212,824)
Offering costs paid                                                                 (3,327,977)      (1,961,945)
Treasury stock purchased                                                            (3,041,981)        (776,555)
---------------   --------------
Net cash (used in) provided by financing activities                    210,144,548         (113,042)
---------------   --------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                             111,436,405        3,858,015

CASH AND CASH EQUIVALENTS, beginning of year                                           75,586,168        4,298,301
---------------   --------------
CASH AND CASH EQUIVALENTS, end of period                                          $   187,022,573   $    8,156,316
===============   ==============
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
Deferred project costs applied to real estate assets                        $     4,080,388   $    1,430,111
===============   ==============
Deferred project costs due to affiliate                                     $       496,134   $            0
===============   ==============
Interest rate swap                                                          $       (50,112)  $            0
===============   ==============
Deferred offering costs due to affiliate                                    $       244,761   $            0
===============   ==============
Other offering costs due to affiliate                                       $       141,761   $            0
===============   ==============
Write-off of deferred offering costs due to affiliate                       $             0   $      709,686
===============   ==============

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

197

WELLS REAL ESTATE INVESTMENT TRUST, INC.
AND SUBSIDIARY

CONDENSED NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2002

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, which qualifies as a real estate
investment trust ("REIT"). Substantially all of the Company's business is
conducted through 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 behalf of the
Company. The Company is the sole general partner of Wells OP.

On January 30, 1998, the Company commenced its initial 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 filed under the Securities Act of 1933.
The Company commenced active operations on June 5, 1998, upon receiving and
accepting subscriptions for 125,000 shares. The Company terminated its
initial public offering on December 19, 1999 at which time gross proceeds of
approximately $132,181,919 had been received from the sale of approximately
13,218,192 shares. The Company commenced its second public offering of
shares of common stock on December 20, 1999, which was terminated on
December 19, 2000 after receipt of gross proceeds of approximately
$175,229,193 from the sale of approximately 17,522,919 shares from the
second public offering. The Company commenced its third public offering of
the shares of common stock on December 20, 2000. As of March 31, 2002, the
Company has received gross proceeds of approximately $785,906,526 from the
sale of approximately 78,590,653 shares from its third public offering.
Accordingly, as of March 31, 2002, the Company has received aggregate gross
offering proceeds of approximately $1,093,317,638 from the sale of
109,331,764 shares of its common stock to 27,900 investors. After payment of
$37,965,419 in acquisition and advisory fees and acquisition expenses,
payment of $125,647,820 in selling commissions and organization and offering
expenses, capital contributions to joint ventures and acquisitions
expenditures by Wells OP of $735,821,825 for property acquisitions, and
common stock redemptions of $8,592,377 pursuant to the Company's share
redemption program, the Company was holding net offering proceeds of
$185,290,197 available for investment in properties, as of March 31, 2002.

198

WELLS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARY

(A Georgia Public Limited Partnership)

SCHEDULE III--REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2001

Initial Cost                   Gross Amount at Which Carried at December 31, 2001
------------------------             --------------------------------------------------

Costs of
Ownership                          Buildings and Capitalized              Buildings and  Construct
Description       Percentage Encumbrances   Land     Improvements  Improvements    Land     Improvements  in Progress     Total
-----------       ---------- ------------   ----     ------------  ------------    ----     ------------  -----------     -----

ALSTOM
POWER--
KNOXVILLE
PROPERTY
(a)                       4%     None    $  582,897   $   744,164   $6,744,547  $  607,930   $ 7,463,678 $         0  $ 8,071,608

AVAYA BUILDING               4      None     1,002,723     4,386,374      242,241   1,051,138     4,580,200           0    5,631,338

360 INTERLOCKEN (c)          4      None     1,570,000     6,733,500      437,266   1,650,070     7,090,696           0    8,740,766

IOMEGA
PROPERTY (d)                 4      None       597,000     4,674,624      876,459     641,988     5,506,095           0    6,148,083

OHMEDA
PROPERTY (e)                 4      None     2,613,600     7,762,481      528,415   2,746,894     8,157,602           0   10,904,496

FAIRCHILD
PROPERTY (f)                78      None     2,130,480     6,852,630      374,300   2,219,251     7,138,159           0    9,357,410

ORANGE COUNTY
PROPERTY (g)                44      None     2,100,000     4,463,700      287,916   2,187,501     4,664,115           0    6,851,616

PRICEWATER-
HOUSECOOPERS
PROPERTY (h)               100      None     1,460,000    19,839,071      825,560   1,520,834    20,603,797           0   22,124,631

EYBL CARTEX
PROPERTY (i)                57      None       330,000     4,791,828      213,411     343,750     4,991,489           0    5,335,239

SPRINT BUILDING
(j)                         57      None     1,696,000     7,850,726      397,783   1,766,667     8,177,842           0    9,944,509

JOHNSON
MATTHEY (k)                 57      None     1,925,000     6,131,392      335,685   2,005,209     6,386,868           0    8,392,077

GARTNER
PROPERTY (l)                57      None       895,844     7,451,760      347,820     933,171     7,762,253           0    8,695,424

AT&T--PA
PROPERTY (m)               100      None       662,000    11,836,368      265,740     689,583    12,074,525           0   12,764,108

MARCONI
PROPERTY (n)               100      None     5,000,000    28,161,665    1,381,747   5,208,335    29,335,077           0   34,543,412

Life on Which
Depreciation
Accumulated       Date of         Date       is Computed
Description        Depreciation   Construction     Acquired         (dd)
-----------        ------------   ------------     --------    -------------

ALSTOM
POWER--
KNOXVILLE
PROPERTY
(a)                 $1,844,482        1997        12/10/96   20 to 25 years

AVAYA BUILDING            656,495        1998         6/24/98   20 to 25 years

360 INTERLOCKEN (c)     1,098,339        1996         3/20/98   20 to 25 years

IOMEGA
PROPERTY (d)              742,404        1998         7/01/98   20 to 25 years

OHMEDA
PROPERTY (e)            1,278,024        1998         2/13/98   20 to 25 years

FAIRCHILD
PROPERTY (f)              999,301        1998         7/21/98   20 to 25 years

ORANGE COUNTY
PROPERTY (g)              651,780        1988         7/31/98   20 to 25 years

PRICEWATER-
HOUSECOOPERS
PROPERTY (h)            2,469,792        1998        12/31/98   20 to 25 years

EYBL CARTEX
PROPERTY (i)              532,416        1998         5/18/99   20 to 25 years

SPRINT BUILDING
(j)                       817,785        1998          7/2/99   20 to 25 years

JOHNSON
MATTHEY (k)               617,438        1973         8/17/99   20 to 25 years

GARTNER
PROPERTY (l)              724,477        1998         9/20/99   20 to 25 years

AT&T--PA
PROPERTY (m)            1,408,686        1998          2/4/99   20 to 25 years

MARCONI
PROPERTY (n)            2,737,941        1991         9/10/99   20 to 25 years

199

Initial Cost
--------------------------

Costs of
Ownership                               Buildings and    Capitalized                      Buildings and
Description      Percentage   Encumbrances       Land      Improvements    Improvements         Land        Improvements
-------------   ------------  ------------   ----------  --------------   --------------    -----------    --------------

CINEMARK
PROPERTY (o)         100         None         1,456,000      20,376,881         908,217       1,516,667      21,224,431

MATSUSHITA
PROPERTY (p)         100         None         4,577,485               0      13,860,142       4,768,215      13,773,660

ALSTOM POWER--
RICHMOND
PROPERTY(q)          100         None           948,401               0       9,938,308         987,918       9,923,454

METRIS--OK
PROPERTY (r)         100         None         1,150,000      11,569,583         541,489       1,197,917      12,063,155

DIAL PROPERTY(s)     100         None         3,500,000      10,785,309         601,264       3,645,835      11,240,738

ASML PROPERTY (t)    100         None                 0      17,392,633         731,685               0      18,124,318

MOTOROLA--AZ
PROPERTY (u)         100         None                 0      16,036,219         669,639               0      16,705,858

AVNET
PROPERTY (v)         100         None                 0      13,271,502         551,156               0      13,822,658

DELPHI
PROPERTY (w)         100         None         2,160,000      16,775,971       1,676,956       2,250,008      18,469,408

SIEMENS
PROPERTY (x)          47         None         2,143,588      12,048,902         591,358       2,232,905      12,550,943

QUEST
PROPERTY (y)          16         None         2,220,993       5,545,498          51,285       2,220,993       5,602,160

MOTOROLA--NJ
PROPERTY (z)         100         None         9,652,500      20,495,243               0      10,054,720      25,540,919

METRIS--MN
PROPERTY (aa)        100         None         7,700,000      45,151,969           2,181       8,020,859      47,042,309

STONE &
WEBSTER
PROPERTY (bb)        100         None         7,100,000      37,914,954               0       7,395,857      39,498,469

AT&T--OK
PROPERTY (cc)         47         None         2,100,000      13,227,555         638,651       2,187,500      13,785,631

COMDATA
PROPERTY              64         None         4,300,000      20,650,000         572,944       4,479,168      21,566,287

AMERICREDIT
PROPERTY              87         None         1,610,000      10,890,000         563,257       1,677,084      11,386,174

STATE STREET
PROPERTY             100         None        10,600,000      38,962,988       4,344,837      11,041,670      40,666,305

IKON PROPERTY        100         None         2,735,000      17,915,000         985,856       2,847,300      18,792,672

NISSAN
PROPERTY             100   $8,124,444         5,545,700               0          21,353       5,567,053               0

Gross Amount at Which Carried at December 31, 2001
----------------------------------------------------------------
Life on Which
Depreciation
Construction               Accumulated     Date of        Date       is Computed
Description      in Progress    Total      Depreciation  Construction   Acquired        (dd)
--------------   ------------  ----------   ------------  ------------   --------   ---------------

CINEMARK
PROPERTY (o)             0     22,741,098    1,768,692        1999      12/21/99    20 to 25 years

MATSUSHITA
PROPERTY (p)             0     18,541,875    2,032,803        1999       3/15/99    20 to 25 years

ALSTOM POWER--
RICHMOND
PROPERTY (q)             0     10,911,372      921,980        1999       7/22/99    20 to 25 years

METRIS--OK
PROPERTY (r)             0     13,261,072      881,413        2000       2/11/00    20 to 25 years

DIAL PROPERTY(s)    83,125     14,969,698      821,315        1997       3/29/00    20 to 25 years

ASML PROPERTY (t         0     18,124,318    1,314,573        1995       3/29/00    20 to 25 years

MOTOROLA--AZ
PROPERTY (u)             0     16,705,858    1,218,400        1998       3/29/00    20 to 25 years

AVNET
PROPERTY (v)             0     13,822,658      868,060        2000       6/12/00    20 to 25 years

DELPHI
PROPERTY (w)        14,877     20,734,293    1,286,705        2000       6/29/00    20 to 25 years

SIEMENS
PROPERTY (x)        43,757     14,827,605      959,465        2000       5/10/00    20 to 25 years

QUEST
PROPERTY (y)             0      7,823,153      649,436        1997       9/10/97    20 to 25 years

MOTOROLA--NJ
PROPERTY (z)       392,104     35,987,743    1,541,768        2000       11/1/00    20 to 25 years

METRIS--MN
MN
PROPERTY (aa)            0     55,063,168    2,000,737        2000      12/21/00    20 to 25 years

STONE &
WEBSTER
PROPERTY (bb)            0     46,894,326    1,679,981        1994      12/21/00    20 to 25 years

AT&T--OK
OK
PROPERTY (cc)            0     15,973,131      597,317        1999      12/28/00    20 to 25 years

COMDATA
PROPERTY                 0     26,045,455      575,056        1986     5/15/2001    20 to 25 years

AMERICREDIT
PROPERTY                 0     13,063,258      227,724        2001     7/16/2001    20 to 25 years

STATE STREET
PROPERTY         2,201,913     53,909,888      807,903        1998     7/30/2001    20 to 25 years

IKON PROPERTY            0     21,639,972      250,689        2000      9/7/2001    20 to 25 years

NISSAN
PROPERTY         2,653,777      8,220,830            0        2002     9/19/2001    20 to 25 years

200

Initial Cost
---------------------------
Costs of
Ownership                             Buildings and    Capitalized
Description    Percentage  Encumbrances     Land      Improvements    Improvements      Land
--------------   ----------  ------------ ------------  -------------   ------------   ------------

INGRAM MICRO
PROPERTY              100     $22,000,00       333,049     20,666,951        922,657        333,049

LUCENT
PROPERTY              100        None        7,000,000     10,650,000      1,106,240      7,275,830

CONVERGYS
PROPERTY              100        None        3,500,000      9,755,000        791,672      3,642,442

ADIC PROPERTY          51        None        1,954,213     11,000,000        757,902      2,047,735

WINDY POINT I
PROPERTY              100        None        4,360,000     29,298,642      1,440,568      4,536,862

WINDY POINT II
PROPERTY              100        None        3,600,000     52,016,358      2,385,402      3,746,033
----        ---------     ----------      ---------      ---------

Total                $30,124,444    $112,812,473   $584,077,441    $57,913,909   $117,245,941
===========    ============   ============  =============   ============

Gross Amount at Which Carried at December 31, 2001
--------------------------------------------------
Life on Which
Depriciation
Buildings and   Construction              Accumulated      Date of        Date      to Computed
Description      Improvements    in Progress    Total     Depreciation   Construction   Acquired        (dd)
---------------  -------------   ------------  ----------  ------------   ------------   --------    --------------

INGRAM MICRO
PROPERTY           21,590,010         0        21,923,059      292,307        1997       9/27/2001   20 to 25 years

LUCENT
PROPERTY           11,484,562         0        18,760,392      153,093        2000       9/28/2001   20 to 25 years

CONVERGYS
PROPERTY           10,404,230         0        14,046,672       34,681        2001      12/21/2001   20 to 25 years

ADIC PROPERTY      11,664,380         0        13,712,115       38,881        2001      12/21/2001   20 to 25 years

WINDY POINT I
PROPERTY           30,562,349         0        35,099,211      101,875        1999      12/31/2001   20 to 25 years

WINDY POINT II
PROPERTY           54,255,727         0        58,001,760      180,852        2001      12/31/2001   20 to 25 years
----------         -        ----------      -------

Total      $645,673,203   $5,389,553   $768,308,697  $37,785,066
============   ==========   ============  ===========

(a)  The Alstom Power Knoxville Property consists of a three-story office
building located in Knoxville, Tennessee. It is owned by Fund
IX-X-XI-REIT Joint Venture.
(b)  The Avaya Building consists of a one-story office building located in
Oklahoma City, Oklahoma. It is owned by Fund IX-X-XI-REIT Joint
Venture.
(c)  The 360 Interlocken Property consists of a three-story multi-tenant
office building located in Broomfield, Colorado. It is owned by Fund
IX-X-XI-REIT Joint Venture.
(d)  The Iomega Property consists of a one-story warehouse and office
building located in Ogden, Utah. It is owned by Fund IX-X-XI-REIT
Joint Venture.
(e)  The Ohmeda Property consists of a two-story office building located in
Louisville, Colorado. It is owned by Fund IX-X-XI-REIT Joint Venture.
(f)  The Fairchild Property consists of a two-story warehouse and office
building located in Fremont, California. It is owned by Wells/Freemont
Associates.
(g)  The Orange County Property consists of a one-story warehouse and
office building located in Fountain Valley, California. It is owned by
Wells/Orange County Associates.
(h)  The PriceWaterhouseCoopers Property consists of a four-story office
building located in Tampa, Florida. It is 100% owned by the Company.
(i)  The EYBL CarTex Property consists of a one-story manufacturing and
office building located in Fountain Inn, South Carolina. It is owned
by Fund XI-XII-REIT Joint Venture.
(j)  The Sprint Building consists of a three-story office building located
in Leawood, Kansas. It is owned by Fund XI-XII-REIT Joint Venture.
(k)  The Johnson Matthey Property consists of a one-story research and
development office and warehouse building located in Chester County,
Pennsylvania. It is owned by Fund XI-XII-REIT Joint Venture.
(l)  The Gartner Property consists of a two-story office building located
in Ft. Myers, Florida. It is owned by Fund XI-XII-REIT Joint Venture
(m)  The AT&T--PA Property consists of a four-story office building located
in Harrisburg, Pennsylvania. It is 100% owned by the Company.
(n)  The Marconi Property consists of a two-story office building located
in Wood Dale, Illinois. It is 100% owned by the Company.
(o)  The Cinemark Property consists of a five-story office building located
in Plano, Texas. It is 100% owned by the Company.
(p)  The Matsushita Property consists of a two-story office building
located in Lake Forest, California. It is 100% owned by the Company.
(q)  The Alstom Property consists of a four-story office building located
in Midlothian, Chesterfield County, Virginia. It is 100% owned by the
Company.
(r)  The Metris--OK Property consists of a three-story office building
located in Tulsa, Oklahoma. It is 100% owned by the Company.
(s)  The Dial Property consists of a two-story office building located in
Scottsdale, Arizona. It is 100% owned by the Company.
(t)  The ASML Property consists of a two-story office building located in
Tempe, Arizona. It is 100% owned by the Company.
(u)  The Motorola--AZ Property consists of a two-story office building
located in Tempe, Arizona. It is 100% owned by the Company.
(v)  The Avnet Property consists of a two-story office building located in
Tempe, Arizona. It is 100% owned by the Company.
(w)  The Delphi Property consists of a three-story office building located
in Troy, Michigan. It is 100% owned by the Company.
(x)  The Siemens Property consists of a three-story office building located
in Troy, Michigan. It is owned by Fund XII-REIT Joint Venture.
(y)  The Quest Property consists of a two-story office building located in
Orange County, California. It is owned by Fund VIII-IX-REIT Joint
Venture.
(z)  The Motorola--NJ Property consists of a three-story office building
located in South Plainfield, New Jersey. It is 100% owned by the
Company.

201

(aa) The Metris--MN Property consists of a nine-story office building
located in Minnetonka, Minnesota. It is 100% owned by the Company.
(bb) The Stone & Webster Property consists of a six-story office building
located in Houston, Texas. It is 100% owned by the Company.
(cc) The AT&T--OK Property consists of a two-story office building located
in Oklahoma City, Oklahoma. It is owned by the Fund XII-REIT Joint
Venture.
(dd) Depreciation lives used for buildings are 25 years. Depreciation lives
used for land improvements are 20 years.

202

PRIOR PERFORMANCE TABLES

The following Prior Performance Tables (Tables) provide information
relating to real estate investment programs sponsored by Wells Capital, Inc.,
our advisor, and its affiliates (Wells Public Programs) which have investment
objectives similar to Wells Real Estate Investment Trust, Inc. (Wells REIT).
(See "Investment Objectives and Criteria.") Except for the Wells REIT, all of
the Wells Public Programs have used capital, and no acquisition indebtedness, to
acquire their properties.

Prospective investors should read these Tables carefully together with the
summary information concerning the Wells Public Programs as set forth in the
"Prior Performance Summary" section of this prospectus.

Investors in the Wells REIT will not own any interest in the other Wells
Public Programs and should not assume that they will experience returns, if any,
comparable to those experienced by investors in other Wells Public Programs.

The advisor is responsible for the acquisition, operation, maintenance and
resale of the real estate properties. The financial results of the Wells Public
Programs, thus, may provide some indication of the advisor's performance of its
obligations during the periods covered. However, general economic conditions
affecting the real estate industry and other factors contribute significantly to
financial results.

The following tables are included herein:

Table I - Experience in Raising and Investing Funds (As a Percentage of
Investment)

Table II - Compensation to Sponsor (in Dollars)

Table III - Annual Operating Results of Wells Public Programs

Table IV (Results of completed programs) has been omitted since none of the
Wells Public Programs have been liquidated.

Table V - Sales or Disposals of Property

Additional information relating to the acquisition of properties by the
Wells Public Programs is contained in Table VI, which is included in Part II of
the registration statement which the Wells REIT has filed with the Securities
and Exchange Commission. Copies of any or all information will be provided to
prospective investors at no charge upon request.

The following are definitions of certain terms used in the Tables:

"Acquisition Fees" shall mean fees and commissions paid by a Wells Public
Program in connection with its purchase or development of a property, except
development fees paid to a person not affiliated with the Wells Public Program
or with a general partner or advisor of the Wells Public Program in connection
with the actual development of a project after acquisition of the land by the
Wells Public Program.

"Organization Expenses" shall include legal fees, accounting fees,
securities filing fees, printing and reproduction expenses and fees paid to the
sponsor in connection with the planning and formation of the Wells Public
Program.

"Underwriting Fees" shall include selling commissions and wholesaling fees
paid to broker-dealers for services provided by the broker-dealers during the
offering.

203

TABLE I
(UNAUDITED)

EXPERIENCE IN RAISING AND INVESTING FUNDS

This Table provides a summary of the experience of the sponsors of Wells
Public Programs for which offerings have been completed since December 31, 1998.
Information is provided with regard to the manner in which the proceeds of the
offerings have been applied. Also set forth is information pertaining to the
timing and length of these offerings and the time period over which the proceeds
have been invested in the properties. All figures are as of December 31, 2001.

Wells Real           Wells Real         Wells Real Estate
Estate Fund          Estate Fund           Investment
XI, L.P.             XII, L.P.            Trust, Inc.
--------             ---------            -----------

Dollar Amount Raised                         $   16,532,802/(3)/   $ 35,611,192/(4)/    $  307,411,112/(5)/
==========          ==========            ===========

Percentage Amount Raised                                100%/(3)/           100%/(4)/              100%/(5)/

Less Offering Expenses
Underwriting Fees                                     9.5%                9.5%                   9.5%
Organizational Expenses                               3.0%                3.0%                   3.0%
Reserves/(1)/                                           0.0%                0.0%                   0.0%
----                ----                   ----
Percent Available for Investment                     87.5%               87.5%                  87.5%

Acquisition and Development Costs
Prepaid Items and Fees related to
Purchase of Property                               0.0%                0.0                    0.5%
Cash Down Payment                                    84.0%               84.0%                  73.8%
Acquisition Fees/(2)/                                 3.5%                3.5%                   3.5%
Development and Construction Costs                    0.0%                0.0                    9.7%

Reserve for Payment of Indebtedness                     0.0%                0.0%                   0.0%
----                ----                   ----

Total Acquisition and Development Cost                 87.5%               87.5%                  87.5%

Percent Leveraged                                       0.0%                0.0%                  30.9%
====                ====                   ====

Date Offering Began                                   12/31/97            03/22/99               01/30/98

Length of Offering                                     12 mo.               24 mo.                 35 mo.

Months to Invest 90% of Amount Available
for Investment (Measured from Beginning of             20 mo.               26 mo.                 21 mo.
Offering)

Number of Investors as of 12/31/01                      1,338               1,337                   7,422

(1)  Does not include general partner contributions held as part of reserves.

(2)  Includes acquisition fees, real estate commissions, general contractor fees
and/or architectural fees paid to affiliates of the general partners.

(3)  Total dollar amount registered and available to be offered was $35,000,000.
Wells Real Estate Fund XI, L.P. closed its offering on December 30, 1998,
and the total dollar amount raised was $16,532,802.

(4)  Total dollar amount registered and available to be offered was $70,000,000.
Wells Real Estate Fund XII, L.P. closed its offering on March 21, 2001, and
the total dollar amount raised was $35,611,192.

(5)  The total dollar amount registered and available to be offered in the first
offering was $165,000,000. Wells Real Estate Investment Trust, Inc. closed
its initial offering on December 19, 1999, and the total dollar amount
raised in its initial offering was $132,181,919. The total dollar amount
registered and available to be offered in the second offering was
$222,000,000. Wells Real Estate Investment Trust, Inc. closed its second
offering on December 19, 2000, and the total dollar amount raised in its
second offering was $175,229,193.

204

TABLE II
(UNAUDITED)
COMPENSATION TO SPONSOR

The following sets forth the compensation received by Wells Capital, Inc.,
our advisor, and its affiliates, including compensation paid out of offering
proceeds and compensation paid in connection with the ongoing operations of
Wells Public Programs having similar or identical investment objectives the
offerings of which have been completed since December 31, 1998. All figures are
as of December 31, 2001.

Wells Real
Wells Real       Wells Real       Estate              Other
Estate Fund      Estate Fund    Investment           Public
XI, L.P.         XII, L.P.    Trust, Inc./(1)/    Programs/(2)/
--------         ---------    ----------------    -----------

Date Offering Commenced                          12/31/97         03/22/99         01/30/98                 --

Dollar Amount Raised                           $ 16,532,802     $ 35,611,192   $307,411,112       $268,370,007
To Sponsor from Proceeds of Offering:
Underwriting Fees/(3)/                       $    151,911     $    362,416   $  3,076,844       $  1,494,470
Acquisition Fees
Real Estate Commissions                               --               --             --                 --
Acquisition and Advisory Fees/(4)/          $    578,648     $  1,246,392   $ 10,759,389       $ 12,644,556

Dollar Amount of Cash Generated from
Operations Before Deducting Payments
to Sponsor/(5)/                               $  3,494,174     $  3,508,128   $116,037,681       $ 58,169,461

Amount Paid to Sponsor from Operations:
Property Management Fee/(2)/                  $     90,731     $    113,238   $  1,899,140       $  2,257,424
Partnership Management Fee                              --               --             --                 --
Reimbursements                                $    164,746     $    142,990   $  1,047,449       $  2,503,609
Leasing Commissions                           $     90,731     $    113,238   $  1,899,140       $  2,257,426
General Partner Distributions                           --               --             --                 --
Other                                                   --               --             --                 --

Dollar Amount of Property Sales and
Refinancing
Payments to Sponsors:                                   --               --             --                 --
Cash                                                   --               --             --                 --
Notes

Amount Paid to Sponsor from Property Sales
and Refinancing:
Real Estate Commissions                                --               --             --                 --
Incentive Fees                                         --               --             --                 --
Other                                                  --               --             --                 --

(1)  The total dollar amount registered and available to be offered in the first
offering was $165,000,000. Wells Real Estate Investment Trust, Inc. closed
its initial offering on December 19, 1999, and the total dollar amount
raised in its initial offering was $132,181,919. The total dollar amount
registered and available to be offered in the second offering was
$222,000,000. Wells Real Estate Investment Trust, Inc. closed its second
offering on December 19, 2000, and the total dollar amount raised in its
second offering was $175,229,193.

(2)  Includes compensation paid to the general partners from Wells Real Estate
Fund I, Wells Real Estate Fund II, Wells Real Estate Fund II-OW, Wells Real
Estate Fund III, L.P., Wells Real Estate Fund IV, L.P., Wells Real Estate
Fund V, L.P., Wells Real Estate Fund VI, L.P., Wells Real Estate Fund VII,
L.P., Wells Real Estate Fund VIII, L.P., Wells Real Estate Fund IX, L.P.
and Wells Real Estate Fund X, L.P. during the past three years. In addition
to the amounts shown, affiliates of the general partners of Wells Real
Estate Fund I are entitled to certain property management and leasing fees
but have elected to defer the payment of such fees until a later year on
properties owned by Wells Real Estate Fund I. As of December 31, 2001, the
amount of such deferred fees totaled $2,627,841.

(3)  Includes net underwriting compensation and commissions paid to Wells
Investment Securities, Inc. in connection with the offering which was not
reallowed to participating broker-dealers.

205

(4)  Fees paid to the general partners or their affiliates for acquisition and
advisory services in connection with the review and evaluation of potential
real property acquisitions.

(5)  Includes $(161,104) in net cash provided by operating activities,
$3,308,970 in distributions to limited partners and $346,208 in payments to
sponsor for Wells Real Estate Fund XI, L.P.; $167,620 in net cash used by
operating activities, $2,971,042 in distributions to limited partners and
$369,466 in payments to sponsor for Wells Real Estate Fund XII, L.P.;
$53,677,256 in net cash provided by operating activities, $57,514,696 in
dividends and $4,845,729 in payments to sponsor for Wells Real Estate
Investment Trust, Inc.; and $956,542 in net cash provided by operating
activities, $50,169,329 in distributions to limited partners and $7,018,457
in payments to sponsor for other public programs.

206

TABLE III
(UNAUDITED)

The following five tables set forth operating results of Wells Public
Programs the offerings of which have been completed since December 30, 1996. The
information relates only to public programs with investment objectives similar
to those of the Wells REIT. All figures are as of December 31 of the year
indicated.

207

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND IX, L.P.

2001           2000            1999            1998            1997
----           ----            ----            ----            ----

Gross Revenues/(1)/                                     $ 1,874,290    $ 1,836,768     $ 1,593,734    $  1,561,456    $   1,199,300
Profit on Sale of Properties                                     --             --              --              --               --
Less: Operating Expenses/(2)/                               105,816         78,092          90,903         105,251          101,284
Depreciation and Amortization/(3)/                          0              0          12,500           6,250            6,250
-----------    -----------     -----------    ------------    -------------
Net Income GAAP Basis/(4)/                              $ 1,768,474    $ 1,758,676     $ 1,490,331    $  1,449,955    $   1,091,766
===========    ===========     ===========    ============    =============
Taxable Income: Operations                              $ 2,251,474    $ 2,147,094     $ 1,924,542    $  1,906,011    $   1,083,824
===========    ===========     ===========    ============    =============
Cash Generated (Used By):
Operations                                            $  (101,573)   $   (66,145)    $   (94,403)   $     80,147    $     501,390
Joint Ventures                                          2,978,785      2,831,329       2,814,870       2,125,489          527,390
-----------    -----------     -----------    ------------    -------------
$ 2,877,212    $ 2,765,184     $ 2,720,467    $  2,205,636    $   1,028,780

Less Cash Distributions to Investors:
Operating Cash Flow                                     2,877,212      2,707,684       2,720,467       2,188,189        1,028,780
Return of Capital                                              --             --          15,528              --           41,834
Undistributed Cash Flow From Prior Year Operations         20,074             --          17,447              --            1,725
-----------    -----------     -----------    ------------    -------------
Cash Generated (Deficiency) after Cash Distributions    $   (20,074)   $    57,500     $   (32,975)   $     17,447    $     (43,559)

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                                 --             --              --              --               --
Increase in Limited Partner Contributions                     --             --              --              --               --
-----------    -----------     -----------    ------------    -------------
$   (20,074)   $    57,500     $   (32,975)   $     17,447    $     (43,559)

Use of Funds:
Sales Commissions and Offering Expenses                        --             --              --              --          323,039
Return of Original Limited Partner's Investment                --             --              --              --              100
Property Acquisitions and Deferred Project Costs               --         44,357         190,853       9,455,554       13,427,158
-----------    -----------     -----------    ------------    -------------
Cash Generated (Deficiency) after Cash Distributions
and Special Items                                     $   (20,074)   $    13,143     $  (223,828)   $ (9,438,107)   $ (13,793,856)
===========    ===========     ===========    ============    =============

Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                    57             93              89              88               53
- Operations Class B Units                                    (0)          (267)           (272)           (218)             (77)
Capital Gain (Loss)                                           --             --              --              --               --

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                    94             91              86              85               46
- Operations Class B Units                                  (195)          (175)           (164)           (123)             (47)
Capital Gain (Loss)                                           --             --              --             --                --

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                              56             87              88              73               36
- Return of Capital Class A Units                              36             --               2              --               --
- Return of Capital Class B Units                              --             --              --              --               --
Source (on Cash Basis)
- Operations Class A Units                                     92             87              89              73               35
- Return of Capital Class A Units                              --             --               1              --                1
- Operations Class B Units                                     --             --              --              --               --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units                               81             76              77              61               29
- Return of Capital Class A Units                               11             11              13              12                7
- Return of Capital Class B Units                               --             --              --              --               --

Amount (in Percentage Terms) Remaining Invested in Program
Properties at the end of the Last Year Reported in the Table    100%

208

(1)  Includes $593,914 in equity in earnings of joint ventures and $605,386 from
investment of reserve funds in 1997; $1,481,869 in equity in earnings of
joint ventures and $79,587 from investment of reserve funds in 1998;
$1,593,734 in equity in earnings of joint ventures and $0 from investment
of reserve funds in 1999; and $1,829,216 in equity in earnings of joint
ventures and $7,552 from investment of reserve funds in 2000; and
$1,870,378 in equity in earnings of joint ventures and $3,912 from
investment of reserve funds in 2001. As of December 31, 2001, the leasing
status was 100% including developed property in initial lease up.

(2)  Includes partnership administrative expenses.

(3)  Included in equity in earnings of joint ventures in gross revenues is
depreciation of $469,126 for 1997; $1,143,407 for 1998; $1,210,939 for
1999; $1,100,915 for 2000; and $1,076,802 for 2001.

(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $1,564,778 to Class A Limited
Partners, $(472,806) to Class B Limited Partners and $(206) to the General
Partners for 1997; $2,597,938 to Class A Limited Partners, $(1,147,983) to
Class B Limited Partners and $0 to the General Partners for 1998;
$2,713,636 to Class A Limited Partners, $(1,223,305) to Class B Limited
Partners and $0 to the General Partners for 1999; $2,858,806 to Class A
Limited Partners, $(1,100,130) to Class B Limited Partners and $0 to the
General Partners for 2000; and $1,768,474 to Class A Limited Partners, $(0)
to Class B Limited Partners and $0 to the General Partners for 2001.

(5)  Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a
return of capital to the extent of such priority distributions payable to
Class B Limited Partners. As of December 31, 2001, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$1,668,253.

209

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND X, L.P.

2001           2000           1999            1998            1997
----           ----           ----            ----            ----

Gross Revenues/(1)/                                       $ 1,559,026    $ 1,557,518     $ 1,309,281   $   1,204,597   $    372,507
Profit on Sale of Properties                                       --             --              --              --             --
Less: Operating Expenses/(2)/                                 109,177         81,338          98,213          99,034         88,232
Depreciation and Amortization/(3)/                            0              0          18,750          55,234          6,250
-----------    -----------     -----------   -------------   ------------
Net Income GAAP Basis/(4)/                                $ 1,449,849    $ 1,476,180     $ 1,192,318   $   1,050,329   $    278,025
===========    ===========     ===========   =============   ============
Taxable Income: Operations                                $ 1,688,775    $ 1,692,792     $ 1,449,771   $   1,277,016   $    382,543
===========    ===========     ===========   =============   ============
Cash Generated (Used By):
Operations                                                  (100,983)       (59,595)        (99,862)        300,019        200,668
Joint Ventures                                             2,307,137      2,192,397       2,175,915         886,846             --
-----------    -----------     -----------   -------------   ------------
$ 2,206,154    $ 2,132,802       2,076,053   $   1,186,865   $    200,668

Less Cash Distributions to Investors:
Operating Cash Flow                                        2,206,154      2,103,260       2,067,801       1,186,865             --
Return of Capital                                                 --             --              --          19,510             --
Undistributed Cash Flow From Prior Year
Operations                                                    25,647             --              --         200,668             --
-----------    -----------     -----------   -------------   ------------
Cash Generated (Deficiency) after Cash Distributions      $   (25,647)   $    29,542     $     8,252   $    (220,178)  $    200,668

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                                     --             --              --              --             --
Increase in Limited Partner Contributions                         --             --              --              --     27,128,912
-----------    -----------     -----------   -------------   ------------
$   (25,647)   $    29,542     $     8,252   $    (220,178)  $ 27,329,580

Use of Funds:
Sales Commissions and Offering Expenses                           --             --              --         300,725      3,737,363
Return of Original Limited Partner's Investment                   --             --              --              --            100
Property Acquisitions and Deferred Project Costs                   0         81,022               0      17,613,067      5,188,485
-----------    -----------     -----------   -------------   ------------
Cash Generated (Deficiency) after Cash Distributions
and Special Items                                        $   (25,647)   $   (51,480)    $     8,252   $ (18,133,970)  $ 18,403,632
===========    ===========     ===========   =============   ============

Net Income and Distributions Data per $1,000
Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                        99            104              97              85             28
- Operations Class B Units                                      (188)          (159)           (160)           (123)            (9)
Capital Gain (Loss)                                               --             --              --              --             --

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                        95             98              92              78             35
- Operations Class B Units                                      (130)          (107)           (100)            (64)             0
Capital Gain (Loss)                                               --             --              --              --             --

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                                 96             94              95              66             --
- Return of Capital Class A Units                                 --             --              --              --             --
- Return of Capital Class B Units                                 --             --              --              --             --
Source (on Cash Basis)
- Operations Class A Units                                        96             94              95              56             --
- Return of Capital Class A Units                                 --             --              --              10             --
- Operations Class B Units                                        --             --              --              --             --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units                                 80             74              71              48             --
- Return of Capital Class A Units                                 16             20              24              18             --
- Return of Capital Class B Units                                 --             --              --              --             --

Amount (in Percentage Terms) Remaining Invested
in Program Properties at the end of the Last
Year Reported in the Table                                        100%

210

(1)  Includes $(10,035) in equity in earnings of joint ventures and $382,542
from investment of reserve funds in 1997; $869,555 in equity in earnings of
joint ventures and $215,042 from investment of reserve funds in 1998;
$1,309,281 in equity in earnings of joint ventures and $0 from investment
of reserve funds in 1999; 1,547,664 in equity in earnings of joint ventures
and $9,854 from investment of reserve funds in 2000; and $1,549,588 in
equity in earnings of joint ventures and $9,438 from investment of reserve
funds in 2001. As of December 31, 2001, the leasing status was 100%
including developed property in initial lease up.

(2)  Includes partnership administrative expenses.

(3)  Included in equity in earnings of joint ventures in gross revenues is
depreciation of $18,675 for 1997; $674,986 for 1998; $891,911 for 1999;
$816,544 for 2000; and $814,502 for 2001.

(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $302,862 to Class A Limited
Partners, $(24,675) to Class B Limited Partners and $(162) to the General
Partners for 1997; $1,779,191 to Class A Limited Partners, $(728,524) to
Class B Limited Partners and $(338) to General Partners for 1998;
$2,084,229 to Class A Limited Partners, $(891,911) to Class B Limited
Partners and $0 to the General Partners for 1999; $2,292,724 to Class A
Limited Partners, $(816,544) to Class B Limited Partners and $0 to the
General Partners for 2000; and $2,264,351 to Class A Limited Partners,
$(814,502) to Class B Limited Partners and $0 to the General Partners for
2001.

(5)  Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a
return of capital to the extent of such priority distributions payable to
Class B Limited Partners. As of December 31, 2001, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$1,735,882.

211

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND XI, L.P.

2001         2000         1999          1998     1997
----         ----         ----          ----     ----

Gross Revenues/(1)/                                      $   960,676  $   975,850  $   766,586  $    262,729    N/A
Profit on Sale of Properties                                      --           --           --            --
Less:Operating Expenses/(2)/                                  90,326       79,861      111,058       113,184
Depreciation and Amortization/(3)/                            0           --       25,000         6,250
-----------  -----------  -----------  ------------
Net Income GAAP Basis/(4)/                               $   870,350  $   895,989  $   630,528  $    143,295
===========  ===========  ===========  ============
Taxable Income: Operations                               $ 1,038,394  $   944,775  $   704,108  $    177,692
===========  ===========  ===========  ============
Cash Generated (Used By):

Operations                                                (128,985)     (72,925)      40,906       (50,858)
Joint Ventures                                           1,376,673    1,333,337      705,394       102,662
-----------  ------------
$ 1,247,688  $ 1,260,412  $   746,300  $     51,804

Less Cash Distributions to Investors:
Operating Cash Flow                                       1,247,688    1,205,303      746,300        51,804
Return of Capital                                            4,809           --       49,761        48,070
Undistributed Cash Flow From Prior Year Operations          55,109           --           --            --
-----------  -----------  -----------  ------------
Cash Generated (Deficiency) after Cash Distributions     $   (59,918) $    55,109  $   (49,761) $    (48,070)

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                                   --           --           --            --
Increase in Limited Partner Contributions                       --           --           --    16,532,801
-----------  -----------  -----------  ------------
$   (59,918) $    55,109  $  ( 49,761) $ 16,484,731
Use of Funds:
Sales Commissions and Offering Expenses                         --           --      214,609     1,779,661
Return of Original Limited Partner's Investment                 --           --          100            --
Property Acquisitions and Deferred Project Costs                --           --    9,005,979     5,412,870
-----------  -----------  -----------  ------------
Cash Generated (Deficiency) after Cash Distributions
and Special Items                                      $   (59,918) $    55,109  $(9,270,449) $  9,292,200
===========  ===========  ===========  ============

Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                     101          103           77            50
- Operations Class B Units                                    (158)        (155)        (112)          (77)
Capital Gain (Loss)                                             --           --           --            --

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                     100           97           71            18
- Operations Class B Units                                    (100)        (112)         (73)          (17)
Capital Gain (Loss)                                             --           --           --            --

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                               97           90           60             8
- Return of Capital Class A Units                               --           --           --            --
- Return of Capital Class B Units                               --           --           --            --
Source (on Cash Basis)
- Operations Class A Units                                      97           90           56             4
- Return of Capital Class A Units                               --           --            4             4
- Operations Class B Units                                      --           --           --            --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units                               75           69           46             6
- Return of Capital Class A Units                               22           21           14             2
- Return of Capital Class B Units                               --           --           --            --

Amount (in Percentage Terms) Remaining Invested in
Program Properties at the end of the Last Year                   100%
Reported in the Table

212

(1)  Includes $142,163 in equity in earnings of joint ventures and $120,566 from
investment of reserve funds in 1998; $607,579 in equity in earnings of
joint ventures and $159,007 from investment of reserve funds in 1999;
$967,900 in equity in earnings of joint ventures and $7,950 from investment
of reserve funds in 2000; and $959,631 in equity in earnings of joint
ventures and $1,045 from investment of reserve funds in 2001. As of
December 31, 2001, the leasing status was 100% including developed property
in initial lease up.

(2)  Includes partnership administrative expenses.

(3)  Included in equity in earnings of joint ventures in gross revenues is
depreciation of $105,458 for 1998; $353,840 for 1999; $485,558 for 2000;
and $491,478 for 2001.

(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $254,862 to Class A Limited
Partners, $(111,067) to Class B Limited Partners and $(500) to General
Partners for 1998; $1,009,368 to Class A Limited Partners, $(378,840) to
Class B Limited Partners and $0 to the General Partners for 1999;
$1,381,547 to Class A Limited Partners, $(485,558) to Class B Limited
Partners and $0 to General Partners for 2000; and $1,361,828 to Class A
Limited Partners, $(491,478) to Class B Limited Partners and $0 to the
General Partners for 2001.

(5)  Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a
return of capital to the extent of such priority distributions payable to
Class B Limited Partners. As of December 31, 2001, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$791,502.

213

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND XII, L.P.

2001          2000        1999
----          ----        ----

Gross Revenues/(1)/                                     $ 1,661,194   $   929,868  $  160,379
Profit on Sale of Properties                                     --            --          --
Less:Operating Expenses/(2)/                                105,776        73,640      37,562
Depreciation and Amortization/(3)/                           0             0           0
-----------             -           -
Net Income GAAP Basis/(4)/                              $ 1,555,418   $   856,228  $  122,817
===========   ===========  ==========
Taxable Income: Operations                              $ 1,850,674   $   863,490  $  130,108
===========   ===========  ==========
Cash Generated (Used By):
Operations
Joint Ventures                                             (83,406)      247,244       3,783
2,036,837       737,266      61,485
$ 1,953,431   $   984,510  $   65,268
Less Cash Distributions to Investors:
Operating Cash Flow                                    $ 1,953,431   $   984,510  $   65,268
Return of Capital                                               --            --          --
Undistributed Cash Flow From Prior Year Operations         174,859            --          --
Cash Generated (Deficiency) after Cash Distributions    $  (174,859)  $   204,692  $    2,334

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                                   --            --          --
Increase in Limited Partner Contributions               10,625,431    15,617,575   9,368,186
$10,450,572   $15,822,267  $9,370,520
Use of Funds:
Sales Commissions and Offering Expenses                  1,328,179     1,952,197   1,171,024
Return of Original Limited Partner's Investment                 --            --         100
Property Acquisitions and Deferred Project Costs         9,298,085    16,246,485   5,615,262
Cash Generated (Deficiency) after Cash Distributions
and Special Items                                      $  (175,692)  $(2,376,415) $2,584,134
===========   ===========  ==========

Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                      98            89          50
- Operations Class B Units                                    (131)          (92)        (56)
Capital Gain (Loss)                                             --            --          --

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                      84            58          23
- Operations Class B Units                                     (74)          (38)        (25)
Capital Gain (Loss)                                             --            --          --

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                               77            41           8
- Return of Capital Class A Units                               --            --          --
- Return of Capital Class B Units                               --            --          --
Source (on Cash Basis)
- Operations Class A Units                                      77            41           8
- Return of Capital Class A Units                               --            --          --
- Operations Class B Units                                      --            --          --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units                               55            13           6
- Return of Capital Class A Units                               22            28           2
- Return of Capital Class B Units                               --            --          --

Amount (in Percentage Terms) Remaining Invested in
Program Properties at the end of the Last Year                  100%
Reported in the Table

214

(1)  Includes $124,542 in equity in earnings of joint ventures and $35,837 from
investment of reserve funds in 1999; $664,401 in equity in earnings of
joint ventures and $265,467 from investment of reserve funds in 2000; and
$1,577,523 in equity in earnings of joint ventures and $83,671 from
investment of reserve funds in 2001. As of December 31, 2001, the leasing
status was 100% including developed property in initial lease up.

(2)  Includes partnership administrative expenses.

(3)  Included in equity in earnings of joint ventures in gross revenues is
depreciation of $72,427 for 1999; $355,210 for 2000; and $1,035,609 for
2001.

(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $195,244 to Class A Limited
Partners, $(71,927) to Class B Limited Partners and $(500) to the General
Partners for 1999; $1,209,438 to Class A Limited Partners, $(353,210) to
Class B Limited Partners and $0 to General Partners for 2000; and
$2,591,027 to Class A Limited Partners, $(1,035,609) to Class B Limited
Partners and $0 to the General Partners for 2001.

(5)  Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a
return of capital to the extent of such priority distributions payable to
Class B Limited Partners. As of December 31, 2001, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$870,747.

215

TABLE V (UNAUDITED)
SALES OR DISPOSALS OF PROPERTIES

The following Table sets forth sales or other disposals of properties
by Wells Public Programs within the most recent three years. The information
relates to only public programs with investment objectives similar to those of
Wells Real Estate Investment Trust, Inc. All figures are as of December 31,
2001.

Excess
(Deficiency)
Of Property
Operating Cash
Date                                                                 Cost Of Properties         Receipts Over
Date     Of                   Selling Price, Net Of                         Including Closing And           Cash
Property     Acquired  Sale             Closing Costs And GAAP Adjustments                       Soft Costs            Expenditures
===================================================================================================================================
Total
Purchase                                    Acquisition
Cash                 Money   Adjustments                          Cost,
Received    Mortgage Mortgage  Resulting                           Capital
Net Of      Balance    Taken     From                   Original  Improvement,
Closing     At Time   Back By  Application              Mortgage  Closing And
Costs      Of Sale   Program    Of GAAP      Total    Financing Soft Costs/1/     Total
-----------------------------------------------------------------------------------------------------------------------------------

3875        12/1/85   08/31/00 $  727,982    -0-      -0-       -0-       $  727,982/2/ -0-     $   647,648    $   647,648
Peachtree
Place,
Atlanta,
Georgia

Crowe's    12/31/86   01/11/01 $6,487,000    -0-      -0-       -0-       $6,487,000/3/  -0-    $ 9,388,869    $ 9,368,869
Crossing
Shopping
Center,
DeKalb
Count,
Georgia

Cherokee   10/30/87   10/01/01 $8,434,089    -0-      -0-       -0-       $8,434,089/4/  -0-    $10,650,750    $10,650,750
Commons
Shopping
Center,
Cherokee
County,
Georgia

_______________
/1/ Amount shown does not include po rata share of original offering costs.
/2/ Includes Wells Real Estae Fund I's share of taxable gain from this sale in
the amount of $205,019, of which $205,019 is allocated to capital gain and
$0 is allocated to ordinary gain.
/3/ Includes taxable gain from this sale in the amount of $11,496, of which
$11,496 is allocated to capital gain and $0 is allocated to ordinary gain.
/4/ Includes taxable gain from this sale in the amount of $207,613, of which
$207,613 is allocated to capital gain and $0 is allocated to ordinary gain.

216

EXHIBIT "A"

SUBSCRIPTION AGREEMENT

To:  Wells Real Estate Investment Trust, Inc.
Suite 250
6200 The Corners Parkway
Atlanta, Georgia 30092

Ladies and Gentlemen:

The undersigned, by signing and delivering a copy of the attached
Subscription Agreement Signature Page, hereby tenders this subscription and
applies for the purchase of the number of shares of common stock ("Shares") of
Wells Real Estate Investment Trust, Inc., a Maryland corporation (the "Wells
REIT"), set forth on such Subscription Agreement Signature Page. Payment for the
Shares is hereby made by check payable to "Wells Real Estate Investment Trust,
Inc."

I hereby acknowledge receipt of the Prospectus of Wells REIT dated
____________, 2002 (the "Prospectus").

I agree that if this subscription is accepted, it will be held, together
with the accompanying payment, on the terms described in the Prospectus.
Subscriptions may be rejected in whole or in part by Wells REIT in its sole and
absolute discretion.

Prospective investors are hereby advised of the following:

(a)  The assignability and transferability of the Shares is restricted and
will be governed by Wells REIT's Articles of Incorporation and Bylaws and all
applicable laws as described in the Prospectus.

(b)  Prospective investors should not invest in Shares unless they have an
adequate means of providing for their current needs and personal contingencies
and have no need for liquidity in this investment.

(c)  There is no public market for the Shares and, accordingly, it may not
be possible to readily liquidate an investment in Wells REIT.

A-1

SPECIAL NOTICE FOR CALIFORNIA RESIDENTS ONLY
CONDITIONS RESTRICTING TRANSFER OF SHARES

260.141.11  Restrictions on Transfer.
------------------------

(a)  The issuer of any security upon which a restriction on transfer has
been imposed pursuant to Sections 260.102.6, 260.141.10 or 260.534 of the Rules
(the "Rules") adopted under the California Corporate Securities Law (the "Code")
shall cause a copy of this section to be delivered to each issuee or transferee
of such security at the time the certificate evidencing the security is
delivered to the issuee or transferee.

(b)  It is unlawful for the holder of any such security to consummate a
sale or transfer of such security, or any interest therein, without the prior
written consent of the Commissioner (until this condition is removed pursuant to
Section 260.141.12 of the Rules), except:

(1)  to the issuer;

(2)  pursuant to the order or process of any court;

(3)  to any person described in subdivision (i) of Section 25102 of
the Code or Section 260.105.14 of the Rules;

(4)  to the transferor's ancestors, descendants or spouse, or any
custodian or trustee for the account of the transferor or the transferor's
ancestors, descendants or spouse; or to a transferee by a trustee or custodian
for the account of the transferee or the transferee's ancestors, descendants or
spouse;

(5)  to holders of securities of the same class of the same issuer;

(6)  by way of gift or donation inter vivos or on death;

(7)  by or through a broker-dealer licensed under the Code (either

acting as such or as a finder) to a resident of a foreign state, territory or
country who is neither domiciled in this state to the knowledge of the
broker-dealer, nor actually present in this state if the sale of such securities
is not in violation of any securities laws of the foreign state, territory or
country concerned;

(8)  to a broker-dealer licensed under the Code in a principal
transaction, or as an underwriter or member of an underwriting syndicate or
selling group;

(9)  if the interest sold or transferred is a pledge or other lien
given by the purchaser to the seller upon a sale of the security for which the
Commissioner's written consent is obtained or under this rule not required;

(10) by way of a sale qualified under Sections 25111, 25112, 25113 or
25121 of the Code, of the securities to be transferred, provided that no order
under Section 25140 or subdivision (a) of Section 25143 is in effect with
respect to such qualification;

(11) by a corporation to a wholly owned subsidiary of such
corporation, or by a wholly owned subsidiary of a corporation to such
corporation;

(12) by way of an exchange qualified under Section 25111, 25112 or
25113 of the Code provided that no order under Section 25140 or subdivision (a)
of Section 25143 is in effect with respect to such qualification;

(13) between residents of foreign states, territories or countries who
are neither domiciled or actually present in this state;

A-2

(14) to the State Controller pursuant to the Unclaimed Property Law or
to the administrator of the unclaimed property law of another state;

(15) by the State Controller pursuant to the Unclaimed Property Law or
by the administrator of the unclaimed property law of another state if, in
either such case, such person (i) discloses to potential purchasers at the sale
that transfer of the securities is restricted under this rule, (ii) delivers to
each purchaser a copy of this rule, and (iii) advises the Commissioner of the
name of each purchaser;

(16) by a trustee to a successor trustee when such transfer does not
involve a change in the beneficial ownership of the securities;

(17) by way of an offer and sale of outstanding securities in an
issuer transaction that is subject to the qualification requirement of Section
25110 of the Code but exempt from that qualification requirement by subdivision
(f) of Section 25102; provided that any such transfer is on the condition that
any certificate evidencing the security issued to such transferee shall contain
the legend required by this section.

(c)  The certificates representing all such securities subject to such a
restriction on transfer, whether upon initial issuance or upon any transfer
thereof, shall bear on their face a legend, prominently stamped or printed
thereon in capital letters of not less than 10-point size, reading as follows:

"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY,
OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF
CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN
THE COMMISSIONER'S RULES."

[Last amended effective January 21, 1988.]

A-3

SPECIAL NOTICE FOR MAINE, MASSACHUSETTS, MINNESOTA, MISSOURI
AND NEBRASKA RESIDENTS ONLY

In no event may a subscription for Shares be accepted until at least five
business days after the date the subscriber receives the Prospectus. Residents
of the States of Maine, Massachusetts, Minnesota, Missouri and Nebraska who
first received the Prospectus only at the time of subscription may receive a
refund of the subscription amount upon request to Wells REIT within five days of
the date of subscription.

STANDARD REGISTRATION REQUIREMENTS

The following requirements have been established for the various forms of
registration. Accordingly, complete Subscription Agreements and such supporting
material as may be necessary must be provided.

TYPE OF OWNERSHIP AND SIGNATURE(S) REQUIRED

1.   INDIVIDUAL: One signature required.

2.   JOINT TENANTS WITH RIGHT OF SURVIVORSHIP: All parties must sign.

3.   TENANTS IN COMMON: All parties must sign.

4.   COMMUNITY PROPERTY: Only one investor signature required.

5.   PENSION OR PROFIT SHARING PLANS: The trustee signs the Signature Page.

6.   TRUST: The trustee signs the Signature Page. Provide the name of the trust,
the name of the trustee and the name of the beneficiary.

7.   PARTNERSHIP: Identify whether the entity is a general or limited
partnership. The general partners must be identified and their signatures
obtained on the Signature Page. In the case of an investment by a general
partnership, all partners must sign (unless a "managing partner" has been
designated for the partnership, in which case he may sign on behalf of the
partnership if a certified copy of the document granting him authority to
invest on behalf of the partnership is submitted).

8.   CORPORATION: The Subscription Agreement must be accompanied by (1) a
certified copy of the resolution of the Board of Directors designating the
officer(s) of the corporation authorized to sign on behalf of the
corporation and (2) a certified copy of the Board's resolution authorizing
the investment.

9.   IRA AND IRA ROLLOVERS: Requires signature of authorized signer (e.g., an
officer) of the bank, trust company, or other fiduciary. The address of the
trustee must be provided in order for the trustee to receive checks and
other pertinent information regarding the investment.

10.  KEOGH (HR 10): Same rules as those applicable to IRAs.

11.  UNIFORM GIFT TO MINORS ACT (UGMA) or UNIFORM TRANSFERS TO MINORS ACT
(UTMA): The required signature is that of the custodian, not of the parent
(unless the parent has been designated as the custodian). Only one child is
permitted in each investment under UGMA or UTMA. In addition, designate the
state under which the gift is being made.

A-4

INSTRUCTIONS TO SUBSCRIPTION AGREEMENT SIGNATURE PAGE
TO WELLS REAL ESTATE INVESTMENT TRUST, INC. SUBSCRIPTION AGREEMENT

--------------------------------------------------------------------------------
INVESTOR            Please follow these instructions carefully. Failure to do so
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.,
Wells Real Estate Fund XII, L.P., or Wells Real Estate
Fund XIII, L.P., or in any other public real estate
program may invest as little as $25 (2.5 Shares) except
for residents of Maine, Minnesota, Nebraska or
Washington. Shares may be purchased only by persons
meeting the standards set forth under the Section of
the Prospectus entitled "Investor Suitability
Standards." Please indicate the state in which the sale
was made. WE WILL NOT ACCEPT CASH, MONEY ORDERS OR
TRAVELERS CHECKS FOR INITIAL INVESTMENTS.

b.   DEFERRED COMMISSION OPTION: Please check the box if you
have agreed with your Broker-Dealer to elect the
Deferred Commission Option, as described in the
Prospectus, as supplemented to date. By electing the
Deferred Commission Option, you are required to pay
only $9.40 per Share purchased upon subscription. For
the next six years following the year of subscription,
you will have a 1% sales commission ($.10 per Share)
per year deducted from and paid out of dividends or
other cash distributions otherwise distributable to
you. Election of the Deferred Commission Option shall
authorize Wells REIT to withhold such amounts from
dividends or other cash distributions otherwise payable
to you as is set forth in the "Plan of Distribution"
section of the Prospectus.
--------------------------------------------------------------------------------
2.   ADDITIONAL     Please check if you plan to make one or more additional
INVESTMENTS    investments in Wells REIT. All additional investments must
be in increments of at least $25. Additional investments by
residents of Maine must be for the minimum amounts stated
under "Suitability Standards" in the Prospectus, and
residents of Maine must execute a new Subscription Agreement
Signature Page to make additional investments in Wells REIT.
If additional investments in Wells REIT are made, the
investor agrees to notify Wells REIT and the Broker-Dealer
named on the Subscription Agreement Signature Page in
writing if at any time he fails to meet the applicable
suitability standards or he is unable to make any other
representations or warranties set forth in the Prospectus or
the Subscription Agreement. The investor acknowledges that
the Broker-Dealer named in the Subscription Agreement
Signature Page may receive commissions on such additional
investments as described in the Prospectus.

--------------------------------------------------------------------------------
3.   TYPE OF        Please check the appropriate box to indicate the type of
OWNERSHIP      entity or type of individuals subscribing.

A-5

--------------------------------------------------------------------------------
4.   REGISTRATION        Please enter the exact name in which the Shares are to
NAME AND ADDRESS    be held. For joint tenants with right of survivorship
or tenants in common, include the names of both
investors. In the case of partnerships or corporations,
include the name of an individual to whom
correspondence will be addressed. Trusts should include
the name of the trustee. All investors must complete
the space provided for taxpayer identification number
or social security number. By signing in Section 6, the
investor is certifying that this number is correct.
Enter the mailing address and telephone numbers of the
registered owner of this investment. In the case of a
Qualified Plan or trust, this will be the address of
the trustee. Indicate the birthdate and occupation of
the registered owner unless the registered owner is a
partnership, corporation or trust.
--------------------------------------------------------------------------------
5.   INVESTOR NAME       Complete this Section only if the investor's name and
AND ADDRESS         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
SIGNATURES          the 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.
--------------------------------------------------------------------------------
7.   DIVIDENDS           a.   DIVIDEND REINVESTMENT PLAN: By electing the
Dividend Reinvestment Plan, the investor elects to
reinvest the stated percentage of dividends
otherwise payable to such investor in Shares of
Wells REIT. The investor agrees to notify Wells
REIT and the Broker-Dealer named on the
Subscription Agreement Signature Page in writing
if at any time he fails to meet the applicable
suitability standards or he is unable to make any
other representations and warranties as set forth
in the Prospectus or Subscription Agreement or in
the prospectus and subscription agreement of any
future limited partnerships sponsored by the
Advisor or its affiliates. The investor
acknowledges that the Broker-Dealer named in the
Subscription Agreement Signature Page may receive
commissions not to exceed 7% of any reinvested
dividends.

b.   DIVIDEND ADDRESS: If cash dividends are to be sent
to an address other than that provided in Section
4 (i.e., a bank,  brokerage firm or savings and
loan, etc.), please provide the name, account
number and address.
--------------------------------------------------------------------------------
8.   BROKER-DEALER       This Section is to be completed by the Registered
Representative. Please complete all BROKER-DEALER
information contained in Section 8 including
suitability certification. SIGNATURE PAGE MUST BE
SIGNED BY AN AUTHORIZED REPRESENTATIVE.
--------------------------------------------------------------------------------

The Subscription Agreement Signature Page, which has been delivered with
this Prospectus, together with a check for the full purchase price, should be
delivered or mailed to your Broker-Dealer. Only original, completed copies of
Subscription Agreements can be accepted. Photocopied or otherwise duplicated
Subscription Agreements cannot be accepted by Wells REIT.

IF YOU NEED FURTHER ASSISTANCE IN COMPLETING THIS
SUBSCRIPTION AGREEMENT SIGNATURE PAGE,
PLEASE CALL 1-800-448-1010

A-6

-----------------------------------
Special Instructions:

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

[LOGO] WELLS        WELLS REAL ESTATE INVESTMENT TRUST, INC.
REIT          SUBSCRIPTION AGREEMENT SIGNATURE PAGE
See page A5-A in the Prospectus for instructions.

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 Investment (Minimum $25)
Minimum purchase $1,000 or 100 Shares                  State in which sale was made___________________________
----------------------------------------------     ---------------------------------------------------------------

Check the following box to elect 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 Wells REIT: [_]
[If additional investments are made, please include social security number or other taxpayer identification number
on your check. All additional investments must be made in increments of at least $25. By checking this box, I agree
to notify the Wells REIT in writing if at any time I fail to meet the suitability standards or am unable to make the
representations in Section 6.]

3.=====TYPE OF OWNERSHIP===========================================================================================

[_] IRA (06)                                    [_] Individual (01)
(Enter Custodial Information                [_] Joint Tenants With Right of Survivorship (02)
under section 4)                            [_] Community Property (03)
[_] Keogh (10)                                  [_] Tenants in Common (04)
[_] Qualified Pension Plan (11)                 [_] Custodian: A Custodian for _______________ under
[_] Qualified Profit Sharing Plan (12)              the Uniform Gift to Minors Act or the Uniform
[_] Trust / Trust Type:                             Transfers to Minors Act of the State of
(Please specify, i.e. Family, Living,       ______________________ (08)
Revocable, etc.)
Is this Trust tax exempt? [_] Yes  [_] No   [_] Other____________________________________

4.======REGISTRATION NAME AND ADDRESS==============================================================================

Please print name(s) in which Shares are to be registered. Include trust or custodial name if applicable. If Wells
Advisors Inc. is the designated custodian, please complete the Wells IRA Application Booklet in addition to this
form.

[_] Mr  [_] Mrs  [_] Ms  [_] MD  [_] PhD  [_] DDS  [_] Other_________________   Taxpayer Identification Number

------------------------------------------------------------------------------  [_][_]-[_][_][_][_][_][_][_]

------------------------------------------------------------------------------  Social Security Number

------------------------------------------------------------------------------  [_][_][_]-[_][_]-[_][_][_][_]

----------------------------------------------------------------------------------------------------
Street Address
or P.O. Box
----------------------------------------------------------------------------------------------------
City                                              State                         Zip Code
----------------------------------       -----------------------         ---------------------------

----------------------------------                      --------------------------------------------
Home                                                    Business
Telephone No.   (   )                                   Telephone No.   (   )
----------------------------------                      --------------------------------------------

----------------------------------                      --------------------------------------------
Birthdate                                               Occupation
----------------------------------                      --------------------------------------------

----------------------------------
Email Address                                           Provide only if you would like to receive updated
(Optional)                                              information about Wells via email.
----------------------------------

5.=====INVESTOR NAME AND ADDRESS===================================================================================

(COMPLETE ONLY IF DIFFERENT FROM REGISTRATION NAME AND ADDRESS)
[_] Mr  [_] Mrs  [_] Ms  [_] MD  [_] PhD  [_] DDS  [_] Other_________________

Name                                                                             Social Security Number
------------------------------------------------------------------------------
[_][_][_]-[_][_]-[_][_][_][_]
------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
Street Address
or P.O. Box
----------------------------------------------------------------------------------------------------
City                                              State                         Zip Code
----------------------------------       -----------------------         ---------------------------

----------------------------------                      --------------------------------------------
Home                                                    Business
Telephone No.   (   )                                   Telephone No.   (   )
----------------------------------                      --------------------------------------------

----------------------------------                      --------------------------------------------
Birthdate                                               Occupation
----------------------------------                      --------------------------------------------

----------------------------------
Email Address                                     Provide only if you would like to receive updated information
(Optional)                                        about Wells via email.
----------------------------------

===================================================================================================================

(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 Wells REIT
to accept this subscription, I hereby represent and warrant to you as follows:

(a)  I have received the Prospectus.                                               _______________   _______________
Initials          Initials

(b)  I have (i) a net worth (exclusive of home, home furnishings and
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

(c) I acknowledge that the shares are not Initials Initials liquid.                _______________   _______________
Initials          Initials
(d)  If I am a California resident or if the Person to whom I subsequently
propose to assign or transfer any Shares is a California resident, I may
not consummate a sale or transfer of my Shares, or any interest therein, or
receive any consideration there- for, 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 Wells REIT in
connection with my investment in the Wells REIT. Under penalties of perjury, by signing this Signature Page, I
hereby certify that (a) I have provided herein my correct Taxpayer Identification Number, and (b) I am not subject
to back-up withholding as a result of a failure to report all interest or dividends, or the Internal Revenue Service
has notified me that I am no longer subject to back-up withholding.

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

-----------------------------------      ------------------------------------------        -----------------------
Signature of Investor or Trustee           Signature of Joint Owner, if applicable         Date

(MUST BE SIGNED BY TRUSTEE(S) IF IRA, KEOGH OR QUALIFIED PLAN.)

7.=====DIVIDENDS (YOU MUST CHECK ONE OF THE FOLLOWING)=============================================================

NOTE: If you have checked "IRA" in section 3 and listed Wells Advisors, Inc. as custodian under Section 4, please
disregard this section. You must instead complete page 7 of the Well Advisors, Inc. IRA Application Booklet.

[_] I prefer to participate in the Dividend Reinvestment Plan
[_] I prefer dividends be paid to me at my address listed under Section 4
[_] I prefer dividends be paid to me but sent to the following account:

--------------------------------------------------------------------------------------------------
Name
--------------------------------------------------------------------------------------------------
Account Number
--------------------------------------------------------------------------------------------------
Street Address
--------------------------------------------------------------------------------------------------
or P.O. Box
--------------------------------------------------------------------------------------------------
City                                               State                            Zip Code
---------------------------------        --------------------------           --------------------

8.=====BROKER-DEALER (TO BE COMPLETED BY REGISTERED REPRESENTATIVE)===============================================

[_] PLEASE CHECK IF THIS IS A CHANGE IN BROKER-DEALER
[_] PLEASE CHECK IF THIS IS A NEW BRANCH ADDRESS FOR THE REGISTERED REPRESENTATIVE

The Broker-Dealer or authorized representative must sign below to complete order. Broker-Dealer or authorized
representative warrants that it is a duly licensed Broker-Dealer or authorized representative 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 and that he has informed subscriber of all aspects of liquidity and
marketability of this investment.

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

----------------------------------
Email Address                                      Provide only if you would like to receive updated information
(Optional)                                         about Wells via email.
----------------------------------

-----------------------------------------------   ---------------------------------------------------------------
Broker-Dealer Signature, if required              Registered Representative Signature

Please mail completed Subscription Agreement (with all signatures) and personal check(s) made payable to

Overnight address:                         Wells Real Estate Investment Trust, Inc.              Mailing address:
6200 The Corners Parkway, Suite 250             800-557-4830 or 770-449-7800                      P.O. Box 926040
Atlanta, Georgia 30092-2295                    Cash, money orders and travelers                  Atlanta, Georgia
checks will not be accepted.                         30010-6040

------------------------------------------------------------------------------------------------------------------
ACCEPTANCE BY WELLS REIT Received and Subscription Accepted by:
------------------------------------------------------------------------------------------------------------------

EXHIBIT B

AMENDED AND RESTATED
DIVIDEND REINVESTMENT PLAN
As of December 20, 1999

Wells Real Estate Investment Trust, Inc., a Maryland corporation (the
"Company"), pursuant to its Amended and Restated Articles of Incorporation,
adopted a Dividend Reinvestment Plan (the "DRP"), which is hereby amended and
restated in its entirety as set forth below. Capitalized terms shall have the
same meaning as set forth in the Articles unless otherwise defined herein.

1.   Dividend Reinvestment. As agent for the shareholders ("Shareholders")
of the Company who (a) purchased shares of the Company's common stock (the
"Shares") pursuant to the Company's initial public offering (the "Initial
Offering"), which commenced on January 30, 1998 and will terminate on or before
January 30, 2000, (b) purchase Shares pursuant to the Company's second public
offering (the "Second Offering"), which will commence immediately upon the
termination of the Initial Offering, or (c) purchase Shares pursuant to any
future offering of the Company ("Future Offering"), and who elect to participate
in the DRP (the "Participants"), the Company will apply all dividends and other
distributions declared and paid in respect of the Shares held by each
Participant (the "Dividends"), including Dividends paid with respect to any full
or fractional Shares acquired under the DRP, to the purchase of the Shares for
such Participants directly, if permitted under state securities laws and, if
not, through the Dealer Manager or Soliciting Dealers registered in the
Participant's state of residence.

2.   Effective Date. The effective date of this Amended and Restated
Dividend Reinvestment Plan (the "DRP") shall be the date that the Second
Offering becomes effective with the Securities and Exchange Commission (the
"Commission").

3.   Procedure for Participation. Any Shareholder who purchased Shares
pursuant to the Initial Offering, the Second Offering or any Future Offering and
who has received a prospectus, as contained in the Company's registration
statement filed with the Commission, may elect to become a Participant by
completing and executing the Subscription Agreement, an enrollment form or any
other appropriate authorization form as may be available from the Company, the
Dealer Manager or Soliciting Dealer. Participation in the DRP will begin with
the next Dividend payable after receipt of a Participant's subscription,
enrollment or authorization. Shares will be purchased under the DRP on the date
that Dividends are paid by the Company. Dividends of the Company are currently
paid quarterly. Each Participant agrees that if, at any time prior to the
listing of the Shares on a national stock exchange or inclusion of the Shares
for quotation on the National Association of Securities Dealers, Inc. Automated
Quotation System ("Nasdaq"), he or she fails to meet the suitability
requirements for making an investment in the Company or cannot make the other
representations or warranties set forth in the Subscription Agreement, he or she
will promptly so notify the Company in writing.

4.   Purchase of Shares. Participants will acquire DRP Shares from the
Company at a fixed price of $10 per Share until (i) all 2,200,000 of the DRP
Shares registered in the Second Offering are issued or (ii) the Second Offering
terminates and the Company elects to deregister with the Commission the unsold
DRP Shares. Participants in the DRP may also purchase fractional Shares so that
100% of the Dividends will be used to acquire Shares. However, a Participant
will not be able to acquire DRP Shares to the extent that any such purchase
would cause such Participant to exceed the Ownership Limit as set forth in the
Articles.

Shares to be distributed by the Company in connection with the DRP may (but
are not required to) be supplied from: (a) the DRP Shares which will be
registered with the Commission in connection with the Company's Second Offering,
(b) Shares to be registered with the Commission in a Future Offering for use in
the DRP (a "Future Registration"), or (c) Shares of the Company's common stock
purchased by the Company for the DRP in a secondary market (if available) or on
a stock exchange or Nasdaq (if listed) (collectively, the "Secondary Market").

B-1

Shares purchased on the Secondary Market as set forth in (c) above will be
purchased at the then-prevailing market price, which price will be utilized for
purposes of purchases of Shares in the DRP. Shares acquired by the Company on
the Secondary Market or registered in a Future Registration for use in the DRP
may be at prices lower or higher than the $10 per Share price which will be paid
for the DRP Shares pursuant to the Initial Offering and the Second Offering.

If the Company acquires Shares in the Secondary Market for use in the DRP,
the Company shall use reasonable efforts to acquire Shares for use in the DRP at
the lowest price then reasonably available. However, the Company does not in any
respect guarantee or warrant that the Shares so acquired and purchased by the
Participant in the DRP will be at the lowest possible price. Further,
irrespective of the Company's ability to acquire Shares in the Secondary Market
or to complete a Future Registration for shares to be used in the DRP, the
Company is in no way obligated to do either, in its sole discretion.

It is understood that reinvestment of Dividends does not relieve a
Participant of any income tax liability which may be payable on the Dividends.

5.   Share Certificates. The ownership of the Shares purchased through the
DRP will be in book-entry form only until the Company begins to issue
certificates for its outstanding common stock.

6.   Reports. Within 90 days after the end of the Company's fiscal year,
the Company shall provide each Shareholder with an individualized report on his
or her investment, including the purchase date(s), purchase price and number of
Shares owned, as well as the dates of Dividend distributions and amounts of
Dividends paid during the prior fiscal year. In addition, the Company shall
provide to each Participant an individualized quarterly report at the time of
each Dividend payment showing the number of Shares owned prior to the current
Dividend, the amount of the current Dividend and the number of Shares owned
after the current Dividend.

7.   Commissions and Other Charges. In connection with Shares sold pursuant
to the DRP, the Company will pay selling commissions of 7%; a dealer manager fee
of 2.5%; and, in the event that proceeds from the sale of DRP Shares are used to
acquire properties, acquisition and advisory fees and expenses of 3.5%, of the
purchase price of the DRP Shares.

8.   Termination by Participant. A Participant may terminate participation
in the DRP at any time, without penalty by delivering to the Company a written
notice. Prior to listing of the Shares on a national stock exchange or Nasdaq,
any transfer of Shares by a Participant to a non-Participant will terminate
participation in the DRP with respect to the transferred Shares. If a
Participant terminates DRP participation, the Company will ensure that the
terminating Participant's account will reflect the whole number of shares in his
or her account and provide a check for the cash value of any fractional share in
such account. Upon termination of DRP participation, Dividends will be
distributed to the Shareholder in cash.

9.   Amendment or Termination of DRP by the Company. The Board of Directors
of the Company may by majority vote (including a majority of the Independent
Directors) amend or terminate the DRP for any reason upon 10 days' written
notice to the Participants.

10.  Liability of the Company. The Company shall not be liable for any act
done in good faith, or for any good faith omission to act, including, without
limitation, any claims or liability; (a) arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt of notice
in writing of such death; and (b) with respect to the time and the prices at
which Shares are purchased or sold for a Participant's account. To the extent
that indemnification may apply to liabilities arising under the Securities Act
of 1933, as amended, or the securities act of a sate, the Company has been
advised that, in the opinion of the Commission and certain state securities
commissioners, such indemnification is contrary to public policy and, therefore,
unenforceable.

B-2

Until ____________, 200__ (90 days after the
date of this prospectus), all dealers that affect
transactions in these securities, whether or not
participating in this offering, may be required to
deliver a prospectus. This is in addition to the
obligation of dealers to deliver a prospectus when
acting as soliciting dealers.
ALPHABETICAL INDEX            Page
We have not authorized any dealer, salesperson
or other individual to give any information or to make
Additional Information .......................           any representations that are not contained in this
Conflicts of Interest ........................           prospectus.  If any such information or statements are
Description of Real Estate Investments .......           given or made, you should not rely upon such
Description of Shares ........................           information or representation.  This prospectus does
ERISA Considerations .........................           not constitute an offer to sell any securities other
Estimated Use of Proceeds ....................           than those to which this prospectus relates, or an
Experts ......................................           offer to sell, or a solicitation of an offer to buy,
Federal Income Tax Considerations ............           to any person in any jurisdiction where such an offer
Financial Statements .........................           or solicitation would be unlawful. This prospectus
Glossary .....................................           speaks as of the date set forth below. You should not
Investment Objectives and Criteria ...........           assume that the delivery of this prospectus or that
Legal Opinions ...............................           any sale made pursuant to this prospectus implies that
Management ...................................           the information contained in this prospectus will
Management Compensation ......................           remain fully accurate and correct as of any time
Management's Discussion and                              subsequent to the date of this prospectus.
Analysis of Financial Condition
And Results of Operations ...................                              ________________
Plan of Distribution .........................
Prior Performance Summary ....................                              WELLS REAL ESTATE
Prior Performance Tables .....................                           INVESTMENT TRUST, INC.
Prospectus Summary ...........................
Questions and Answers About                                             Up to 300,000,000 Shares
This Offering ...............................                               of Common Stock
Risk Factors .................................                            Offered to the Public
Suitability Standards ........................
Supplemental Sales Material ..................                              ________________
The Operating Partnership Agreement ..........
PROSPECTUS

________________

WELLS INVESTMENT
SECURITIES, INC.

_____________, 2002

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 31    Other Expenses of Issuance and Distribution

Following is an itemized statement of the expenses of the
offering and distribution of the securities to be registered,
other than underwriting commissions:

Amount

SEC Registration Fee                       $   318,174
NASD Filing Fee                                 30,500
Printing Expenses                            5,000,000
Legal Fees and Expenses                        800,000
Accounting Fees and Expenses                   500,000
Blue Sky Fees and Expenses                     500,000
Sales and Advertising Expenses               6,000,000
Educational Seminars and
Conferences                                4,500,000
Retail Seminars                              5,500,000
Miscellaneous                               26,351,326
-----------
Total*                            $49,500,000
===========

*  Estimated.

Item 32    Sales to Special Parties

Not Applicable

Item 33    Recent Sales of Unregistered Securities

Not Applicable

Item 34    Indemnification of the Officers and Directors

The MCGL permits a Maryland corporation to include in its Articles of
Incorporation a provision limiting the liability of its directors and officers
to the corporation and its stockholders for money damages except for liability
resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty established by a
final judgement as being material to the cause of action.

Subject to the conditions set forth below, the Articles of
Incorporation provide that the company shall indemnify and hold harmless a
Director, Advisor or Affiliate against any and all losses or liabilities
reasonably incurred by such Director, Advisor or Affiliate in connection with or
by reason of any act or omission performed or omitted to be performed on behalf
of the Company in such capacity.

Under the Company's Articles of Incorporation, the Company shall not
indemnify its Directors, Advisor or any Affiliate for any liability or loss
suffered by the Directors, Advisors or Affiliates, nor shall

II-1

it provide that the Directors, Advisors or Affiliates be held harmless for any
loss or liability suffered by the Company, unless all of the following
conditions are met: (i) the Directors, Advisor or Affiliates have determined ,
in good faith, that the course of conduct which caused the loss or liability was
in the best interests of the Company; (ii) the Directors, Advisor or Affiliates
were acting on behalf of or performing services of the Company (iii) such
liability or loss was not the result of (A) negligence or misconduct by the
Directors, excluding the Independent Directors, Advisors or Affiliates; or (B)
gross negligence or willful misconduct by the Independent Directors; and (iv)
such indemnification or agreement to hold harmless is recoverable only out of
the company's net assets and not from Shareholders. Notwithstanding the
foregoing, the Directors, Advisors or Affiliates and any persons acting as a
broker-dealer shall not be indemnified by the Company for any losses, liability
or expenses arising from or out of an alleged violation of federal or state
securities laws by such party unless one or more of the following conditions are
met: (i) there has been a successful adjudication on the merits of each count
involving alleged securities law violations as to the particular indemnitee;
(ii) such claims have been dismissed with prejudice on the merits by a court of
competent jurisdiction as to the particular indemnitee; and (iii) a court of
competent jurisdiction approves a settlement of the claims against a particular
indemnitee and finds that indemnification of the settlement and the related
costs shold be made, and the court considering the request for indemnification
has been advised of he position of the SEC and of the published position of any
state securities regulatory authority in which securities of the Company were
offered or sold as to indemnification for violations of securities laws.

The Articles of Incorporation provide that the advancement of Company
funds to the Directors, Advisors or Affiliates for legal expenses and other
costs incurred as a result of any legal action for which indemnification is
being sought is permissible only if all of the following conditions are
satisfied: (i) the legal action relates to acts or omissions with respect to the
performance of duties or services on behalf of the company; (ii) the legal
action is initiated by a third party who is not a Shareholder or the legal
action is initiated by a Shareholder acting in his or her capacity as such and a
court of competent jurisdiction specifically approves such advancement; (iii)
the Directors, Advisor or Affiliates undertake to repay the advanced funds to
the Company together with the applicable legal rate of interest thereon, in
cases in which such Directors, Advisor or Affiliates are found not to be
entitled to indemnification.

The MGCL requires a Maryland corporation (unless its Articles of
Incorporation provide otherwise, which the Company's Articles of Incorporation
do not) to indemnify a director or officer who has been successful, on the
merits or otherwise, in the defense of any proceeding to which he is made a
party by reason of his service in that capacity. The MGCL permits a Maryland
corporation to indemnify its present and former directors and officers, among
others, against judgements, penalties, fines, settlements and reasonable
expenses actually incurred by them in connection with any proceeding to which
they may be made a party by reason of their service in those or other capacities
unless it is established that (a) the act or omission of the director or officer
was material to the matter giving rise to the proceeding and (i) was committed
in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the
director or officer actually received an improper personal benefit in money,
property or services or (c) in the case of any criminal proceeding, the director
or officer had reasonable cause to believe that the act or omission was
unlawful. However, under the MGCL a Maryland corporation may not indemnify for
an adverse judgment in a suit by or in the right of the corporation or for a
judgment of liability on the basis that personal benefit was improperly
received, unless in either case a court orders indemnification and then only for
expenses. In addition, the MGCL permits a corporation to advance reasonable
expenses to director or officer upon the corporation's receipt of (a) a written
affirmation by the director or officer of his good faith belief that he has met
the standard of conduct necessary for indemnification by the Company as
authorized by the Bylaws and (b) a written undertaking by or on his behalf to
repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that the standard of conduct was not met. Indemnification under the
provisions of the MGCL is not deemed exclusive of any other rights, by
indemnification or otherwise, to which an officer or director may be

II-2

entitled under the Company's Articles of Incorporation or Bylaws, or under
resolutions of stockholders or directors, contract or otherwise. It is the
position of the Commission that indemnification of directors and officers for
liabilities arising under the Securities Act is against public policy and is
unenforceable pursuant to Section 14 of the Securities Act.

The Company also has purchased and maintains insurance on behalf of all
of its Directors and executive officers against liability asserted against or
incurred by them in their official capacities with the Company, whether or not
the Company is required or has the power to indemnify them against the same
liability.

Item 35       Treatment of Proceeds from Stock Being Registered

Not Applicable

Item 36       Financial Statements and Exhibits.

(a)    Financial Statements:

The following financial statements of Wells Real Estate
Investment Trust, Inc. are filed as part of this
Registration Statement and included in the Prospectus:

Audited Financial Statements

(1)  Report of Independent Public Accountants,
(2)  Consolidated Balance Sheets as of December 31,
2001 and December 31, 2000,
(3)  Consolidated Statements of Income for the years
ended December 31, 2001, 2000 and 1999,
(4)  Consolidated Statements of Stockholders' Equity
for the years ended December 31, 2001, 2000 and
1999,
(5)  Consolidated Statements of Cash Flows for the
years ended December 31, 2001, 2000 and 1999,
and
(6)  Notes to Consolidated Financial Statements.

Unaudited Financial Statements

(1)  Schedule III-Real Estate Investments and
Accumulated Depreciation as of December 31,
2001,
(2)  Consolidated Balance Sheets as of March 31,
2002 and December 31, 2001,
(3)  Consolidated Statements of Income for the three
months ended March 31, 2002 and March 31, 2001,
(4)  Consolidated Statements of Shareholders' Equity
for the year ended December 31, 2001 and for
the three months ended March 31, 2002,
(5)  Consolidated Statements of Cash Flows for the
three months ended March 31, 2002 and March 31,
2001, and
(6)  Condensed Notes to Consolidated Financial
Statements March 31, 2002

II-3

(b)  Exhibits (See Exhibit Index):

Exhibit No.  Description

1.1            Form of Dealer Manager Agreement

1.2            Form of Warrant Purchase Agreement

3.1            Amended and Restated Articles of Incorporation dated as of July
1, 2000 (previously filed in and incorporated by reference to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on August 31, 2000)

3.2            Form of Bylaws (previously filed in and incorporated by reference
to Amendment No. 4 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-32099, filed on January 23,
1998)

3.3            Amendment No. 1 to Bylaws (previously filed in and incorporated
by reference to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-32099, filed on April 15, 1999)

4.1            Form of Subscription Agreement and Subscription Agreement
Signature Page (included as Exhibit A to Prospectus)

5.1            Form of Opinion of Holland & Knight LLP as to legality of
securities

8.1            Form of Opinion of Holland & Knight LLP as to tax matters

8.2            Form of Opinion of Holland & Knight LLP as to ERISA matters

10.1           Advisory Agreement dated January 30, 2002 (previously filed in
and incorporated by reference to Registrant's Registration
Statement on Form S-11, Commission File No. 333-85848, filed on
April 8, 2002)

10.2           Amended and Restated Property Management and Leasing Agreement
among Registrant, Wells Operating Partnership, L.P. and Wells
Management Company, Inc. (previously filed in and incorporated by
reference to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-11, Commission File No.
333-44900, filed on December 18, 2000)

10.3           Amended and Restated Joint Venture Agreement of The Fund IX, Fund
X, Fund XI and REIT Joint Venture (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on July 9, 1998)

10.4           Joint Venture Agreement of Wells/Fremont Associates (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 3 of the Registrant's Registration Statement on
Form S-11, Commission File No. 333-32099, filed on August 14,
1998)

10.5           Joint Venture Agreement of Wells/Orange County Associates
(previously filed in and incorporated by reference to
Post-Effective Amendment No. 3 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
August 14, 1998)

10.6           Amended and Restated Joint Venture Partnership Agreement of The
Wells Fund XI-Fund XII - REIT Joint Venture (previously filed in
and incorporated by reference to Amendment No. 1 to the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on November 17, 1999)

II-4

10.7     Joint Venture Partnership Agreement of Wells Fund XII-REIT Joint
Venture Partnership (previously filed as Exhibit 10.11 and incorporated
by reference to Post-Effective Amendment No. 2 to Form S-11
Registration Statement of Wells Real Estate Fund XII, L.P. on Form
S-11, Commission File No. 33-66657, filed on April 25, 2000)

10.8     Joint Venture Partnership Agreement of Fund VIII-IX-REIT Joint Venture
(previously filed in and incorporated by reference to Registrant's
Registration Statement on Form S-11, Commission File No. 333-44900,
filed on August 31, 2000)

10.9     Joint Venture Partnership Agreement of Wells Fund XIII-REIT Joint
Venture Partnership (previously filed in and incorporated by reference
to Post-Effective Amendment No. 3 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on July
23, 2001)

10.10    Agreement of Limited Partnership of Wells Operating Partnership, L.P.
as Amended and Restated as of January 1, 2000 (previously filed in and
incorporated by reference to Form 10-K of Registrant for the fiscal
year ended December 31, 2000, Commission File No. 0-25739)

10.11    Amended and Restated Promissory Note for $15,500,000 for the SouthTrust
Loan (previously filed in and incorporated by reference to
Post-Effective Amendment No. 4 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on January
15, 1999)

10.12    Amendment No. 1 to Mortgage and Security Agreement and other Loan
Documents for the PwC Building securing the SouthTrust Loan (previously
filed in and incorporated by reference to Post-Effective Amendment No.
4 of the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on January 15, 1999)

10.13    Loan Agreement with SouthTrust Bank, N.A. for a $35,000,000 revolving
line of credit dated May 3, 2000 (previously filed in and incorporated
by reference to Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form S-11, Commission File No. 333-83933,
filed on September 8, 2000)

10.14    Promissory Note for $35,000,000 to SouthTrust Bank, N.A. (previously
filed in and incorporated by reference to Post-Effective Amendment No.
3 to Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on September 8, 2000)

10.15    Allonge to Revolving Note relating to the SouthTrust Bank N.A.
$32,393,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on December 18, 2000)

10.16    First Amendment to Revolving Loan Agreement and Other Loan Documents
relating to the SouthTrust Bank N.A. $32,393,000 revolving line of
credit (previously filed in and incorporated by reference to
Pre-Effective Amendment No. 2 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
December 18, 2000)

10.17    Second Note Modification Agreement relating to the SouthTrust Bank N.A.
$12,844,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on December 18, 2000)

10.18    Second Amendment to Amended and Restated Loan Agreement and Other Loan
Documents relating to the SouthTrust Bank N.A. $12,844,000 revolving
line of credit

II-5

(previously filed in and incorporated by reference to Pre-Effective
Amendment No. 2 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on December 18, 2000)

10.19    Revolving Note relating to the SouthTrust Bank N.A. $19,003,000
revolving line of credit (previously filed in and incorporated by
reference to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-44900,
filed on December 18, 2000)

10.20    Revolving Loan Agreement relating to the SouthTrust Bank N.A.
$19,003,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on December 18, 2000)

10.21    Amended and Restated Revolving Note relating to the SouthTrust Bank
N.A. $7,900,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on December 18, 2000)

10.22    Amended and Restated Loan Agreement relating to the SouthTrust Bank
N.A. $7,900,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on December 18, 2000)

10.23    Revolving Credit Agreement relating to the Bank of America, N.A.
$85,000,000 revolving line of credit (previously filed in and
incorporated by reference to Registrant's Registration Statement on
Form S-11, Commission File No. 333-85848, filed on April 8, 2002)

10.24    Construction Loan Agreement relating to the Bank of America, N.A.
$34,200,000 construction loan (previously filed in and incorporated by
reference to Registrant's Registration Statement on Form S-11,
Commission File No. 333-85848, filed on April 8, 2002)

10.25    Lease for the PwC Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 4 of the Registrant's
Registration Statement on Form S-11, Commission File No. 333-32099,
filed on January 15, 1999)

10.26    Office Lease for the Matsushita Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 5 of the
Registrant's Registration Statement on Form S-11, Commission File No.
333-32099, filed on April 15, 1999)

10.27    Guaranty of Lease for the Matsushita Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 5 of the
Registrant's Registration Statement on Form S-11, Commission File No.
333-32099, filed on April 15, 1999)

10.28    Lease Agreement with Cinemark USA, Inc. for a portion of the Cinemark
Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 1 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on March 15, 2000)

10.29    Lease Agreement with The Coca-Cola Company for a portion of the
Cinemark Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 1 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on March 15, 2000)

II-6

10.30    Lease Agreement for the Motorola Tempe Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form S-11, Commission File No.
333-83933, filed on June 9, 2000)

10.31    First Amendment to Lease Agreement for the Motorola Tempe Building
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 2 to Registrant's Registration Statement on Form S-11,
Commission File No. 333-83933, filed on June 9, 2000)

10.32    Ground Lease Agreement for the Motorola Tempe Building (previously
filed in and incorporated by reference to Post-Effective Amendment No.
2 to Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on June 9, 2000)

10.33    Lease Agreement for the Motorola Plainfield Building (previously filed
in and incorporated by reference to Amendment No. 1 to Registrant's
Registration Statement on Form S-11, Commission File No. 333-44900,
filed on December 1, 2000)

10.34    Lease Agreement with Stone & Webster, Inc. for a portion of the Stone &
Webster Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
February 9, 2001)

10.35    Lease Agreement with Sysco Corporation for a portion of the Stone &
Webster Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
February 9, 2001)

10.36    Lease Agreement for the Metris Minnesota Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on February 9, 2001)

10.37    Fourth Amendment to Lease Agreement for the Metris Minnesota Building
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on February 9, 2001)

10.38    Guaranty of Lease for the Metris Minnesota Building (previously filed
in and incorporated by reference to Post-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on February 9, 2001)

10.39    Lease Agreement for the Comdata Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 3 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on July 23, 2001)

10.40    First Amendment to Lease Agreement for the Comdata Building (previously
filed in and incorporated by reference to Post-Effective Amendment No.
3 to the Registrant's Registration Statement on Form S-11, Commission
File No. 333-44900, filed on July 23, 2001)

10.41    Lease Agreement for the State Street Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

II-7

10.42    Lease Agreement for the IKON Buildings (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.43    First 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)

10.44    Reinstatement of and Second Amendment to Lease Agreement for the IKON
Buildings (previously filed in and incorporated by reference to
Post-Effective Amendment No. 4 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on October
23, 2001)

10.45    Agreement of Sale for the Nissan Property (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.46    Lease Agreement for the Nissan Property (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.47    Guaranty of Lease for the Nissan Property (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.48    Development Agreement for the Nissan Property (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.49    Design and Build Construction Agreement for the Nissan Property
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 4 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on October 23, 2001)

10.50    Indenture of Lease Agreement for Ingram Micro Building (previously
filed in and incorporated by reference to Post-Effective Amendment No.
4 to the Registrant's Registration Statement on Form S-11, Commission
File No. 333-44900, filed on October 23, 2001)

10.51    Guaranty of Lease Agreement for Ingram Micro Building (previously filed
in and incorporated by reference to Post-Effective Amendment No. 4 to
the Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on October 23, 2001)

10.52    Absolute Assignment of Lease and Assumption Agreement for Ingram Micro
Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 4 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on October
23, 2001)

10.53    Bond Real Property Lease Agreement for the Ingram Micro Building
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 4 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on October 23, 2001)

10.54    Second Amendment to Lease Agreement for Matsushita Building (previously
filed in and incorporated by reference to Post-Effective Amendment No.
4 to the Registrant's

II-8

Registration Statement on Form S-11, Commission File No. 333-44900,
filed on October 23, 2001)

10.55    Lease Agreement with TCI Great Lakes, Inc. for a portion of the Windy
Point I Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 5 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on January
23, 2002)

10.56    First Amendment to Office Lease with TCI Great Lakes, Inc. (previously
filed in and incorporated by reference to Post-Effective Amendment No.
5 to the Registrant's Registration Statement on Form S-11, Commission
File No. 333-44900, filed on January 23, 2002)

10.57    Lease Agreement with Zurich American Insurance Company for the Windy
Point II Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 5 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on January
23, 2002)

10.58    Third Amendment to Office Lease with Zurich American Insurance Company
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 5 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on January 23, 2002)

10.59    Lease Agreement for the Arthur Andersen Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on January 23, 2002)

10.60    Lease Agreement with Transocean Deepwater Offshore Drilling, Inc. for a
portion of the Transocean Houston Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 6 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on April 22, 2002)

10.61    Lease Agreement with Newpark Drilling Fluids, Inc. for a portion of the
Transocean Houston Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 6 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-44900,
filed on April 22, 2002)

10.62    Lease Agreement for the Dana Detroit Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 6 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on April 22, 2002)

10.63    Second Amendment to Lease Agreement for the Dana Detroit Building
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 6 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on April 22, 2002)

10.64    Lease Agreement for the Dana Kalamazoo Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 6 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on April 22, 2002)

10.65    Second Amendment to Lease Agreement for the Dana Kalamazoo Building
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 6 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on April 22, 2002)

II-9

10.66    Purchase and Sale Agreement for the Experian/TRW Buildings

10.67    Lease Agreement for the Experian/TRW Buildings

10.68    Lease Amendment to Lease Agreement for the Experian/TRW Buildings

10.69    Purchase and Sale Agreement and Escrow Instructions for the Agilent
Boston Building

10.70    Lease Agreement for the Agilent Boston Building

23.1     Consent of Holland & Knight LLP (included in exhibits 5.1 and 8.1)

23.2     Consent of Arthur Andersen LLP (previously filed in and incorporated by
reference to Registrant's Registration Statement on Form S-11,
Commission File No. 333-85848, filed on April 8, 2002)

24.1     Power of Attorney

II-10

Item 37    Undertakings

(a) The Registrant undertakes to file, during any period in
which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the "Act"); (ii) to
reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and (iii) to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement, including
(but not limited to) any addition or deletion of a managing
underwriter.

(b) The Registrant undertakes (i) that, for the purpose of
determining any liability under the Act, each such post-effective
amendment may be deemed to be a new Registration Statement relating
to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof, (ii) that all post-effective amendments will comply with the
applicable forms, rules and regulations of the Commission in effect
at the time such post-effective amendments are filed, and (iii) to
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

(c) The Registrant undertakes to send to each shareholder, at
least on an annual basis, a detailed statement of any transactions
with the Advisor or its affiliates, and of fees, commissions,
compensation and other benefits paid, or accrued to the Advisor or
its affiliates, for the fiscal year completed, showing the amount
paid or accrued to each recipient and the services performed.

(d) To file a sticker supplement pursuant to Rule 424(c) under
the Act during the distribution period describing each property not
identified in the prospectus at such time as there arises a
reasonable probability that such property will be acquired and to
consolidate all such stickers into a post-effective amendment filed
at least once every three months with the information contained in
such amendment provided simultaneously to the existing shareholders;
each sticker supplement should disclose all compensation and fees
received by the Advisor and its affiliates in connection with any
such acquisition; the post-effective amendment shall include audited
financial statements meeting the requirements of Rule 3-14 of
Regulation S-X only for properties acquired during the distribution
period.

(e) To file, after the end of the distribution period, a
current report on Form 8-K containing the financial statements and
any additional information required by Rule 3-14 of Regulation S-X,
to reflect each commitment (i.e., the signing of a binding purchase
agreement) made after the end of the distribution period involving
the use of 10% or more (on a cumulative basis) of the net proceeds of
the offering and to provide the information contained in such report
to the shareholders at least once each quarter after the distribution
period of the offering has ended.

(f) The Registrant undertakes to file the financial statements
as required by Form 10-K for the first full fiscal year of operations
and to provide each shareholder the financial statements required by
Form 10-K for such year.

II-11

(g) The Registrant undertakes to distribute to each
shareholder, within sixty (60) days after the close of each quarterly
period, a copy of each report on Form 10-Q which is required to be
filed with the Commission or a quarterly report containing at least
as much information as the report on Form 10-Q.

(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

II-12

TABLE VI
ACQUISITIONS OF PROPERTIES BY PROGRAMS

The information contained on the following pages relates to
acquisitions of properties within the past three years by the Wells REIT and
prior programs with which Wells Capital, Inc., the Advisor to the Wells REIT,
and its affiliates have been affiliated and which have substantially similar
investment objectives to the Wells REIT. This table provides potential investors
with information regarding the general nature and location of the properties and
the manner in which the properties were acquired. None of the information in
this Table VI has been audited.

II-13

TABLE VI

Wells Funds XI, XII and REIT

Name of property                 EYBL CarTex Building

Location of property             Fountain Inn, Greenville County, South Carolina

Type of property                 Two-story manufacturing and office building

Size of parcel                   11.94 acres

Gross leasable space             169,510 sq. feet

Date of commencement of          Fund XI - March 3, 1998
operations/1/                    Fund XII - June 1, 1999
REIT - June 5, 1998

Date of purchase                 May 18, 1999

Mortgage financing at
date of purchase                 N/A

Cash down payment                $50,000

Contract purchase price

plus acquisition fee             $5,122,000

Other cash expenditures
expensed                         N/A

Other cash expenditures
capitalized                      $225,540

Total Acquisition Cost           $5,347,540

___________________
/1/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.

II-14

TABLE VI (continued)

Wells Funds XI, XII and REIT

Name of property                 Sprint Building

Location of property             Leawood, Kansas

Type of property                 Three-story office building

Size of parcel/l/                7.12 acres

Gross leasable space             68,900 sq. feet

Date of commencement of          Fund XI - March 3, 1998
operations/2/                    Fund XII - June 1, 1999
REIT - June 5, 1998

Date of purchase                 July 2, 1999

Mortgage financing at
date of purchase                 N/A

Cash down payment                $1,000,000

Contract purchase price
plus acquisition fee             $9,546,210

Other cash expenditures
expensed                         N/A

Other cash expenditures
capitalized/3/                   $398,299

Total Acquisition Cost           $9,944,509

_______________________
/2/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.

/3/ Includes the improvements made after acquisition through April 30, 2002.

II-15

TABLE VI (continued)

Wells REIT

Name of property                 Alstom Power Richmond Building

Location of property             Midlothian, Chesterfield County, Virginia

Type of property                 Four story office building

Size of parcel                   7.49 acres

Gross leasable space             99,057 sq. feet

Date of commencement of
operations/4/                    June 5, 1998

Date of purchase                 July 22, 1999

Mortgage financing at
date of purchase                 N/A

Cash down payment                $948,400

Contract purchase price
plus acquisition fee             $948,400

Other cash expenditures
expensed                         N/A

Other cash expenditures
capitalized/5/                   $9,969,515

Total Acquisition Cost           $10,917,915

_____________________
/4/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.

/5/ Includes the improvements made after acquisition through April 30, 2002.

II-16

TABLE VI (continued)

Wells Funds XI, XII and REIT

Name of property                 Johnson Matthey Building

Location of property             Tredyffrin Township, Chester County,
Pennsylvania

Type of property                 Research and development,
office and warehouse building

Size of parcel                   10.0 acres

Gross leasable space             130,000 sq. feet

Date of commencement of          Fund XI - March 3, 1998
operations/6/                    Fund XII - June 1, 1999
REIT - June 5, 1998

Date of purchase                 August 17, 1999

Mortgage financing at
date of purchase                 N/A

Cash down payment                $200,000

Contract purchase price
plus acquisition fee             $8,050,000

Other cash expenditures
expensed                         N/A

Other cash expenditures
capitalized/7/                   $342,077

Total Acquisition Cost           $8,392,077

_____________________
/6/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.

/7/ Includes the improvements made after acquisition through April 30, 2002.

II-17

TABLE VI (continued)

Wells REIT

Name of property                 Videojet Technologies Chicago

Location of property             Wood Dale, Illinois

Type of property                 Two story office, assembly
and manufacturing building

Size of parcel                   15.3 acres

Gross leasable space             250,354 sq. feet

Date of commencement of
operations/8/                    June 5, 1998

Date of purchase                 September 10, 1999

Mortgage financing at
date of purchase                 N/A

Cash down payment                $500,000

Contract purchase price
plus acquisition fee             $32,630,940

Other cash expenditures
expensed                         N/A

Other cash expenditures
capitalized/9/                   $1,912,472

Total Acquisition Cost           $34,543,412

_____________________
/8/  The date minimum offering proceeds were obtained and funds became
available for investment in properties.

/9/ Includes the improvements made after acquisition through April 30, 2002.

II-18

TABLE VI (continued)

Wells Funds XI, XII and REIT

Name of property                 Gartner Building

Location of property             Fort Myers, Florida

Type of property                 Two story office building

Size of parcel                   4.9 acres

Gross leasable space             62,400 sq. feet

Date of commencement of          Fund XI - March 3, 1998
operations/10/                   Fund XII - June 1, 1999
REIT - June 5, 1998

Date of purchase                 September 20, 1999

Mortgage financing at
date of purchase                 N/A

Cash down payment                $500,000

Contract purchase price
plus acquisition fee             $8,347,600

Other cash expenditures
expensed                         N/A

Other cash expenditures
Capitalized/11/                  $347,824

Total Acquisition Cost           $8,695,424

_____________________
/10/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.

/11/ Includes the improvements made after acquisition through April 30, 2002.

II-19

TABLE VI (continued)

Wells REIT

Name of property                 Cinemark Building

Location of property             Plano, Collin County, Texas

Type of property                 Five story office building

Size of parcel                   3.52 acres

Gross leasable space             118,108 sq. feet

Date of commencement of
operations/12/                   June 5, 1998

Date of purchase                 December 21, 1999

Mortgage financing at
date of purchase                 N/A

Cash down payment                N/A

Contract purchase price
plus acquisition fee             $21,826,900

Other cash expenditures
expensed                         N/A

Other cash expenditures
capitalized/13/                  $920,379

Total Acquisition Cost           $22,747,279

______________________
/12/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.

/13/ Includes the improvements made after acquisition through April 30, 2002.

II-20

TABLE VI (continued)

Wells REIT

Name of property                    Metris Tulsa Building

Location of property                Tulsa, Tulsa County, Oklahoma

Type of property                    Three story office building

Size of parcel                      14.6 acres

Gross leasable space                101,100 sq. feet

Date of commencement of
operations/14/                      June 5, 1998

Date of purchase                    February 11, 2000

Mortgage financing at
date of purchase                    8,000,000

Cash down payment                   $4,740,000

Contract purchase price
plus acquisition fee                $12,740,000

Other cash expenditures
expensed                            N/A

Other cash expenditures
capitalized/15/                     $521,072

Total Acquisition Cost              $13,261,072

________________________
/14/ The date minimum offering proceeds were obtained and funds became available
for investment in properties.

/15/ Includes the improvements made after acquisition through April 30, 2002.

II-21

TABLE VI (continued)

Wells REIT

Name of property                    Dial Building

Location of property                Scottsdale, Maricopa County, Arizona

Type of property                    Two story office building

Size of parcel                      8.8 acres (approximately)

Gross leasable space                129,689 sq. feet

Date of commencement of
operations/16/                      June 5, 1998

Date of purchase                    March 29, 2000

Mortgage financing at
date of purchase                    $14,289,309

Cash down payment                   $100,000

Contract purchase price
plus acquisition fee                $14,289,309

Other cash expenditures
expensed                            N/A

Other cash expenditures
capitalized/17/                     $597,264

Total Acquisition Cost              $14,886,573

________________________
/16/ The date minimum offering proceeds were obtained and funds became available
for investment in properties.

/17/ Includes the improvements made after acquisition through April 30, 2002.

II-22

TABLE VI (continued)

Wells REIT

Name of property                    ASML Building

Location of property                Tempe, Maricopa County, Arizona

Type of property                    Two story office and warehouse building

Size of parcel                      9.51 acres

Gross leasable space                95,133 sq. feet

Date of commencement of
operations/18/                      June 5, 1998

Date of purchase                    March 29, 2000

Mortgage financing at
date of purchase                    $17,397,133

Cash down payment                   $100,000

Contract purchase price
plus acquisition fee                $17,397,133

Other cash expenditures
expensed                            N/A

Other cash expenditures
capitalized/19/                     $727,185

Total Acquisition Cost              $18,124,318

________________________
/18/ The date minimum offering proceeds were obtained and funds became available
for investment in properties.

/19/ Includes the improvements made after acquisition through April 30, 2002.

II-23

TABLE VI (continued)

Wells REIT

Name of property                    Motorola Tempe Building

Location of property                Tempe, Maricopa County, Arizona

Type of property                    Two story office building

Size of parcel                      12.44 acres

Gross leasable space                133,225 sq. feet

Date of commencement of
operations/20/                      June 5, 1998

Date of purchase                    March 29, 2000

Mortgage financing at
date of purchase                    $8,813,558

Cash down payment                   $100,000

Contract purchase price
plus acquisition fee                $16,036,219

Other cash expenditures
expensed                            N/A

Other cash expenditures
capitalized/21/                     $669,639

Total Acquisition Cost              $16,705,858

________________________
/20/ The date minimum offering proceeds were obtained and funds became available
for investment in properties.

/21/ Includes the improvements made after acquisition through April 30, 2002.

II-24

TABLE VI (continued)

Wells Fund XII and REIT

Name of property                    Siemens Building

Location of property                Troy, Oakland County, Michigan

Type of property                    Three story office building

Size of parcel                      5.3 acres

Gross leasable space                77,054 sq. feet

Date of commencement of             Fund XII - June 1, 1999
operations/22/                      REIT - June 5, 1998

Date of purchase                    May 10, 2000

Mortgage financing at
date of purchase                    N/A

Cash down payment                   $400,000

Contract purchase price
plus acquisition fee                $14,292,489

Other cash expenditures
expensed                            N/A

Other cash expenditures
capitalized/23/                     $1,440,430

Total Acquisition Cost              $12,852,059

________________________
/22/ The date minimum offering proceeds were obtained and funds became available
for investment in properties.

/23/ Includes the improvements made after acquisition through April 30, 2002.

II-25

TABLE VI (continued)

Wells REIT

Name of property              Avnet Building

Location of property          Tempe, Maricopa County, Arizona

Type of property              Two story office building

Size of parcel                9.63 acres

Gross leasable space          132,070 sq. feet

Date of commencement of       June 5, 1998
operations/24/

Date of purchase              June 12, 2000

Mortgage financing at
date of purchase              N/A

Cash down payment             $100,000

Contract purchase price
plus acquisition fee          $13,269,502

Other cash expenditures
expensed                      N/A

Other cash expenditures
capitalized                   N/A

Total Acquisition Cost        $13,269,502

_______________________________
/24/  The date minimum offering proceedings were obtained and funds became
available for investment in properties.

II-26

TABLE VI (continued)

Wells REIT

Name of property              Delphi Building

Location of property          Troy, Oakland County, Michigan

Type of property              Three story office building

Size of parcel                5.52 acres

Gross leasable space          107,193 sq. feet

Date of commencement of       June 5, 1998
operations/25/

Date of purchase              June 29, 2000

Mortgage financing at
date of purchase              $8,000,000

Cash down payment             N/A

Contract purchase price
plus acquisition fee          $19,921,332

Other cash expenditures
expensed                      N/A

Other cash expenditures
capitalized                   N/A

Total Acquisition Cost        $19,921,332

___________________________
/25/  The date minimum offering proceedings were obtained and funds became
available for investment in properties.

II-27

TABLE VI (continued)

Wells REIT

Name of property              Motorola Plainfield Building

Location of property          S. Plainfield, Middlesex County, New Jersey

Type of property              three-story office building

Size of parcel                34.5 acres

Gross leasable space          236,710 sq. feet

Date of commencement of       June 5, 1998
operations/26/

Date of purchase              November 1, 2000

Mortgage financing at
date of purchase              $23,000,000

Cash down payment             N/A

Contract purchase price
plus acquisition fee          $33,753,381

Other cash expenditures
expensed                      N/A

Other cash expenditures
capitalized/27/               $424,760

Total Acquisition Cost        $34,178,141

___________________________
/26/  The date minimum offering proceedings were obtained and funds became
available for investment in properties.

/27/  Includes the improvements made after acquisition through April 30, 2002.

II-28

TABLE VI (continued)

Wells REIT

Name of property              Stone & Webster Building

Location of property          Houston, Texas

Type of property              six-story office building

Size of parcel                9.96 acres

Gross leasable space          312,564 sq. feet

Date of commencement of       June 5, 1998
operations/28/

Date of purchase              December 21, 2000

Mortgage financing at
date of purchase              $38,900,000

Cash down payment             N/A

Contract purchase price
plus acquisition fee          $45,014,954

Other cash expenditures
expensed                      N/A

Other cash expenditures
capitalized                   N/A

Total Acquisition Cost        $45,014,954

___________________________
/28/  The date minimum offering proceedings were obtained and funds became
available for investment in properties.

II-29

TABLE VI (continued)

Wells REIT

Name of property              Metris Minnesota Building

Location of property          Minnetonka, Minnesota

Type of property              nine-story office building

Size of parcel                13.58 acres

Gross leasable space          300,633 sq. feet

Date of commencement of       June 5, 1998
operations/29/

Date of purchase              December 21, 2000

Mortgage financing at
date of purchase              $52,800,000

Cash down payment             N/A

Contract purchase price
plus acquisition fee          $52,846,150

Other cash expenditures
expensed                      $1,669

Other cash expenditures
capitalized                   N/A

Total Acquisition Cost        $52,847,819

_________________________
/29/  The date minimum offering proceedings were obtained and funds became
available for investment in properties.

II-30

TABLE VI (continued)

Wells Fund XII and REIT

Name of property              AT&T Oklahoma Buildings

Location of property          Oklahoma City, Oklahoma

Type of property              one and two-story office buildings

Size of parcel                11.34 acres

Gross leasable space          128,500 sq. feet

Date of commencement of       Fund XII - June 1, 1999
operations/30/                REIT - June 5, 1998

Date of purchase              December 28, 2000

Mortgage financing at
date of purchase              N/A

Cash down payment             N/A

Contract purchase price
plus acquisition fee          $15,325,554

Other cash expenditures
expensed                      N/A

Other cash expenditures
capitalized                   N/A

Total Acquisition Cost        $15,325,554

_________________________
/30/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.

II-31

TABLE VI (continued)

Wells Fund XII and REIT

Name of property             Comdata Building

Location of property         Brentwood, Tennessee

Type of property             three-story office building

Size of parcel               12.3 acres

Gross leasable space         201,237 sq. feet

Date of commencement of      Fund XII - June 1, 1999
operations/31/               REIT - June 5, 1998

Date of purchase             May 15, 2001

Mortgage financing at
date of purchase             N/A

Cash down payment            N/A

Contract purchase price
plus acquisition fee         $25,002,019

Other cash expenditures
expensed                     N/A

Other cash expenditures
capitalized                  N/A

Total Acquisition Cost       $25,002,019

______________________
/31/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.

II-32

TABLE VI (continued)

Wells Fund XIII and REIT

Name of property            AmeriCredit Building

Location of property        Orange Park, Florida

Type of property            two-story office building

Size of parcel              12.33 acres

Gross leasable space        85,000 sq. feet

Date of commencement of     Fund XIII - June 14, 2001
operations/32/              REIT - June 5, 1998

Date of purchase            July 16, 2001

Mortgage financing at
date of purchase            N/A

Cash down payment           N/A

Contract purchase price
plus acquisition fee        $12,540,693

Other cash expenditures
expensed                    N/A

Other cash expenditures
capitalized                 N/A

Total Acquisition Cost      $12,540,693

______________________
/32/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.

II-33

TABLE VI (continued)

Wells REIT

Name of property            State Street Building

Location of property        Quincy, Massachusetts

Type of property            seven-story office building

Size of parcel              11.22 acres

Gross leasable space        234,668 sq. feet

Date of commencement of
operations/33/              June 5, 1998

Date of purchase            July 30, 2001

Mortgage financing at
date of purchase            N/A

Cash down payment           N/A

Contract purchase price
plus acquisition fee        $49,632,507

Other cash expenditures
expensed                    N/A

Other cash expenditures
capitalized/34/             $6,976

Total Acquisition Cost      $49,639,483

______________________
/33/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.

/34/ Includes the improvements made after acquisition through April 30, 2002

II-34

TABLE VI (continued)

Wells REIT

Name of property            IKON Buildings

Location of property        Houston, Texas

Type of property            two one-story office buildings

Size of parcel              15.69 acres

Gross leasable space        157,790 sq. feet

Date of commencement of
operations/35/              June 5, 1998

Date of purchase            September 7, 2001

Mortgage financing at
date of purchase            N/A

Cash down payment           N/A

Contract purchase price
plus acquisition fee        $20,782,519

Other cash expenditures
expensed                    N/A

Other cash expenditures
capitalized                 N/A

Total Acquisition Cost      $20,782,519

______________________
/35/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.

II-35

TABLE VI (continued)

Wells REIT

Name of property             Nissan Property

Location of property         Irving, Texas

Type of property             three-story office building

Size of parcel               14.873 acres

Gross leasable space         268,290 sq. feet

Date of commencement of
operations/36/               June 5, 1998

Date of purchase             September 19, 2001

Mortgage financing at
date of purchase             N/A

Cash down payment            N/A

Contract purchase price
plus acquisition fee         $5,570,700

Other cash expenditures
expensed                     N/A

Other cash expenditures
capitalized                  N/A

Total Acquisition Cost       $5,570,700

________________________
/36/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.

II-36

TABLE VI (continued)

Wells REIT

Name of property             Ingram Micro Building

Location of property         Millington, Tennessee

Type of property             one-story office building

Size of parcel               39.223 acres

Gross leasable space         701,819 sq. feet

Date of commencement of
operations/37/               June 5, 1998

Date of purchase/38/         September 27, 2001

Mortgage financing at
date of purchase             N/A

Cash down payment            N/A

Contract purchase price
plus acquisition fee         $21,055,184

Other cash expenditures
expensed                     N/A

Other cash expenditures
capitalized                  N/A

Total Acquisition Cost       $21,055,184

________________________
/37/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.

/38/ On September 27, 2001, Wells acquired a leasehold interest in the Ingram
Micro Building, with an option to purchase property beginning in 2006.

II-37

TABLE VI (continued)

Wells REIT

Name of property             Lucent Building

Location of property         Cary, North Carolina

Type of property             four-story office building

Size of parcel               29.19 acres

Gross leasable space         120,000 sq. feet

Date of commencement of
operations/39/               June 5, 1998

Date of purchase             September 28, 2001

Mortgage financing at
date of purchase             N/A

Cash down payment            N/A

Contract purchase price
plus acquisition fee         $18,022,771

Other cash expenditures
expensed                     N/A

Other cash expenditures
capitalized                  N/A

Total Acquisition Cost       $18,022,771

________________________
/39/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.

II-38

TABLE VI (continued)

Wells Fund XIII and REIT

Name of property             ADIC Buildings

Location of property         Parker, Colorado

Type of property             two one-story office buildings

Size of parcel               11.78 acres

Gross leasable space         148,204 sq. feet

Date of commencement of      Fund XIII - June 14, 2001
operations/40/               REIT - June 5, 1998

Date of purchase             December 21, 2001

Mortgage financing at
date of purchase             N/A

Cash down payment            N/A

Contract purchase price
plus acquisition fee         $13,169,835

Other cash expenditures
expensed                     N/A

Other cash expenditures
capitalized                  N/A

Total Acquisition Cost       $13,169,835

____________________
/40/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.

II-39

TABLE VI (continued)

Wells REIT

Name of property             Convergys Building

Location of property         Tamarac, Florida

Type of property             two-story office building

Size of parcel               12.55 acres

Gross leasable space         100,000 sq. feet

Date of commencement of
operations/41/               June 5, 1998

Date of purchase             December 21, 2001

Mortgage financing at
date of purchase             N/A

Cash down payment            N/A

Contract purchase price
plus acquisition fee         $13,497,360

Other cash expenditures
expensed                     N/A

Other cash expenditures
capitalized                  N/A

Total Acquisition Cost       $13,497,360

_____________________
/41/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.

II-40

TABLE VI (continued)

Wells REIT

Name of property                    Windy Point Buildings

Location of property                Schaumburg, Illinois

Type of property                    seven and eleven-story office buildings

Size of parcel                      18.73 acres

Gross leasable space                488,425 sq. feet

Date of commencement of
operations/42/                      June 5, 1998

Date of purchase                    December 31, 2001

Mortgage financing at
date of purchase                    N/A

Cash down payment                   N/A

Contract purchase price
plus acquisition fee                $89,443,176

Other cash expenditures
expensed                            $1,927

Other cash expenditures
capitalized/43/                     $28,417

Total Acquisition Cost              $89,473,520

__________________
/42/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.

/43/ Includes the improvements made after acquisition through April 30, 2002.

II-41

TABLE VI (continued)

Wells REIT

Name of property                    Arthur Andersen Building

Location of property                Sarasota, Florida

Type of property                    three-story office building

Size of parcel                      9.8 acres

Gross leasable space                157,700 sq. feet

Date of commencement of
operations/44/                      June 5, 1998

Date of purchase                    January 11, 2002

Mortgage financing at
date of purchase                    N/A

Cash down payment                   N/A

Contract purchase price
plus acquisition fee                $21,431,212

Other cash expenditures
expensed                            N/A

Other cash expenditures
capitalized/45/                     $18,267

Total Acquisition Cost              $21,449,479

________________
/44/ The date minimum offering were obtained and funds became available for
investment in properties.

/45/ Includes the improvements made after acquisition through April 30, 2002.

II-42

TABLE VI (continued)

Wells REIT

Name of property                    Transocean Houston Building

Location of property                Houston, Texas

Type of property                    six-story office building

Size of parcel                      3.88 acres

Gross leasable space                155,991 sq. feet

Date of commencement of
operations/46/                      June 5, 1998

Date of purchase                    March 15, 2002

Mortgage financing at
date of purchase                    N/A

Cash down payment                   N/A

Contract purchase price
plus acquisition fee                $22,038,362

Other cash expenditures
expensed                            $6,720

Other cash expenditures
capitalized/47/                     $3,100

Total Acquisition Cost              $22,048,182

________________
/46/ The date minimum offering proceeds were obtained and funds became
available

/47/ Includes the improvements made after acquisition through April 30, 2002.

II-43

TABLE VI (continued)

Wells REIT

Name of property                    Novartis Atlanta Building

Location of property                Duluth, Georgia

Type of property                    four-story office building

Size of parcel                      7.57 acres

Gross leasable space                100,087 sq. feet

Date of commencement of
operations/48/                      June 5, 1998

Date of purchase                    March 28, 2002

Mortgage financing at
date of purchase                    N/A

Cash down payment                   N/A

Contract purchase price
plus acquisition fee                $15,045,996

Other cash expenditures
expensed                            N/A

Other cash expenditures
capitalized/49/                     $1,320

Total Acquisition Cost              $15,047,316

_______________
/48/ The date minimum offering proceeds were obtained and funds became
avilable for investment in properties.

/49/ Includes the improvements made after acquisition through April 30, 2002.

II-44

TABLE VI (continued)

Wells REIT

Name of property                   Dana Corporation Buildings

Location of property               (a) Farmington Hills, Michigan
(b) Kalamazoo, Michigan

Type of property                   (a) three-story office and research and
development building
(b) two-story office and industrial building

Size of parcel                     (a) 7.8 acres
(b) 27.5 acres

Gross leasable space               (a) 112,480 sq. feet
(b) 147,004 sq. feet

Date of commencement of
operations/50/                     June 5, 1998

Date of purchase                   March 29, 2002

Mortgage financing at
date of purchase                   N/A

Cash down payment                  N/A

Aggregate contract purchase
price plus acquisition fee         $42,812,669

Other cash expenditures
expensed                           N/A

Other cash expenditures
capitalized/51/                    $500

Total Acquisition Cost             $42,813,169

_______________
/50/ The date minimum offering proceedings were obtained and funds became
available for investment in properties.

/51/ Includes the improvement made after acquisition through April 30, 2002.

II-45

TABLE VI (continued)

Wells REIT

Name of property                    Travelers Express Denver Buildings

Location of property                Lakewood, Colorado

Type of property                    two connected one-story office buildings

Size of parcel                      7.88 acres

Gross leasable space                68,165 sq. feet

Date of commencement of
operations/52/                      June 5, 1998

Date of purchase                    April 10, 2002

Mortgage financing at
date of purchase                    N/A

Cash down payment                   N/A

Contract purchase price
plus acquisition fee                $10,555,448

Other cash expenditures
expensed                            $33

Other cash expenditures
capitalized/53/                     $7,967

Total Acquisition Cost              $10,563,458

_______________
/52/ The date minimum offering proceeds were obtained and funds available for
investment in properties.

/53/ Includes the improvements made after acquisition through April 30, 2002.

II-46

TABLE VI (continued)

Wells REIT

Name of property                    Agilent Atlanta Building

Location of property                Alpharetta, Georgia

Type of property                    two-story office building

Size of parcel                      9.89 acres

Gross leasable space                101,207 sq. feet

Date of commencement of
operations/54/                      June 5, 1998

Date of purchase                    April 18, 2002

Mortgage financing at
date of purchase                    N/A

Cash down payment                   N/A

Contract purchase price
plus acquisition fee                $15,151,643

Other cash expenditures
expensed                            N/A

Other cash expenditures
capitalized                         N/A

Total Acquisition Cost              $15,151,643

_______________
/54/ The date minimum offering proceeds were obtained and funds available for
investment in properties.

II-47

TABLE VI (continued)

Wells REIT

Name of property                    BellSouth Ft. Lauderdale Building

Location of property                Ft. Lauderdale, Florida

Type of property                    one-story office building

Size of parcel                      4.27 acres

Gross leasable space                47,400 sq. feet

Date of commencement of
operations/55/                      June 5, 1998

Date of purchase                    April 18, 2002

Mortgage financing at
date of purchase                    N/A

Cash down payment                   N/A

Contract purchase price
plus acquisition fee                $6,891,748

Other cash expenditures
expensed                            N/A

Other cash expenditures
capitalized                         N/A

Total Acquisition Cost              $6,891,748

_______________
/55/ The date minimum offering proceeds were obtained and funds available for
investment in properties.

II-48

TABLE VI (continued)

Wells REIT

Name of property                    Experian/TRW Buildings

Location of property                Allen, Texas

Type of property                    two two-story office buildings

Size of parcel                      26.53 acres

Gross leasable space                292,700 sq. feet

Date of commencement of
operations/56/                      June 5, 1998

Date of purchase                    May 1, 2002

Mortgage financing at
date of purchase                    N/A

Cash down payment                   N/A

Contract purchase price
plus acquisition fee                $35,765,115

Other cash expenditures
expensed                            N/A

Other cash expenditures
capitalized                         N/A

Total Acquisition Cost              $35,765,115

_______________
/56/ The date minimum offering proceeds were obtained and funds available for
investment in properties.

II-49

TABLE VI (continued)

Wells REIT

Name of property                    Agilent Boston Building

Location of property                Boxborough, Massachusetts

Type of property                    three-story office building

Size of parcel                      42.09 acres

Gross leasable space                174,585 sq. feet

Date of commencement of
operations/57/                      June 5, 1998

Date of purchase                    May 3, 2002

Mortgage financing at
date of purchase                    N/A

Cash down payment                   N/A

Contract purchase price
plus acquisition fee                $31,843,732

Other cash expenditures
expensed                            N/A

Other cash expenditures
capitalized                         $3,407,496

Total Acquisition Cost              $35,251,228

_______________
/57/ The date minimum offering proceeds were obtained and funds available for
investment in properties.

II-50

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 Amendment No.
1 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
10/th/ day of June, 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
Amendment No. 1 to Registration Statement has been signed below on June 10, 2002
by the following persons in the capacities indicated.

Name                                                                   Title
----                                                                   -----

/s/ Leo F. Wells, III                                                  President and Director
-----------------------------------------------------
Leo F. Wells, III                                                      (Principal Executive Officer)

/s/ Douglas P. Williams                                                Executive Vice President and Director
-----------------------------------------------------
Douglas P. Williams                                                    (Principal Financial and Accounting Officer)

/s/ John L. Bell                                     *                 Director
-----------------------------------------------------
John L. Bell (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 April 5, 2002 and included as Exhibit 24.1 herein.

EXHIBIT INDEX

Exhibit No.        Description
----------         -----------

1.1                Form of Dealer Manager Agreement, filed herewith

1.2                Form of Warrant Purchase Agreement, filed herewith

3.1                Amended and Restated Articles of Incorporation dated as of
July 1, 2000, (previously filed in and incorporated by
reference to Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on August 31,
2000)

3.2                Form of Bylaws (previously filed in and incorporated by
reference to Amendment No. 4 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed
on January 23, 1998)

3.3                Amendment No. 1 to Bylaws (previously filed in and
incorporated by reference to Post-Effective Amendment No. 5
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on April 15, 1999)

4.1                Form of Subscription Agreement and Subscription Agreement
Signature Page (included as Exhibit A to Prospectus)

5.1                Form of Opinion of Holland & Knight LLP as to legality of
securities, filed herewith

8.1                Form of Opinion of Holland & Knight LLP as to tax matters,
filed herewith

8.2                Form of Opinion of Holland & Knight LLP as to ERISA matters,
filed herewith

10.1               Advisory Agreement dated January 30, 2002 (previously filed
in and incorporated by reference to Registrant's Registration
Statement on Form S-11, Commission File No. 333-85848, filed
on April 8, 2002)

10.2               Amended and Restated Property Management and Leasing
Agreement among Registrant, Wells Operating Partnership, L.P.
and Wells Management Company, Inc. (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to
the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 18, 2000)

10.3               Amended and Restated Joint Venture Agreement of The Fund IX,
Fund X, Fund XI and REIT Joint Venture (previously filed in
and incorporated by reference to Post-Effective Amendment No.
2 of the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on July 9, 1998)

10.4               Joint Venture Agreement of Wells/Fremont Associates
(previously filed in and incorporated by reference to
Post-Effective Amendment No. 3 of the Registrant's
Registration Statement on Form S-11, Commission File No.
333-32099, filed on August 14, 1998)

10.5               Joint Venture Agreement of Wells/Orange County Associates
(previously filed in and incorporated by reference to
Post-Effective Amendment No. 3 of the Registrant's
Registration Statement on Form S-11, Commission File No.
333-32099, filed on August 14, 1998)

10.6               Amended and Restated Joint Venture Partnership Agreement of
The Wells Fund XI-Fund XII - REIT Joint Venture (previously
filed in and incorporated by reference to Amendment No. 1 to
the Registrant's Registration Statement on Form S-11,
Commission File No. 333-83933, filed on November 17, 1999)

10.7               Joint Venture Partnership Agreement of Wells Fund XII-REIT
Joint Venture Partnership (previously filed as Exhibit 10.11
and incorporated by reference to Post-Effective

Amendment No. 2 to Form S-11 Registration Statement of Wells
Real Estate Fund XII, L.P. on Form S-11, Commission File No.
33-66657, filed on April 25, 2000)

10.8               Joint Venture Partnership Agreement of Fund VIII-IX-REIT
Joint Venture (previously filed in and incorporated by
reference to Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on August 31,
2000)

10.9               Joint Venture Partnership Agreement of Wells Fund XIII-REIT
Joint Venture Partnership (previously filed in and
incorporated by reference to Post-Effective Amendment No. 3
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on July 23, 2001)

10.10              Agreement of Limited Partnership of Wells Operating
Partnership, L.P. as Amended and Restated as of January 1,
2000 (previously filed in and incorporated by reference to
Form 10-K of Registrant for the fiscal year ended December
31, 2000, Commission File No. 0-25739)

10.11              Amended and Restated Promissory Note for $15,500,000 for the
SouthTrust Loan (previously filed in and incorporated by
reference to Post-Effective Amendment No. 4 of the
Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on January 15, 1999)

10.12              Amendment No. 1 to Mortgage and Security Agreement and other
Loan Documents for the PwC Building securing the SouthTrust
Loan (previously filed in and incorporated by reference to
Post-Effective Amendment No. 4 of the Registrant's
Registration Statement on Form S-11, Commission File No.
333-32099, filed on January 15, 1999)

10.13              Loan Agreement with SouthTrust Bank, N.A. for a $35,000,000
revolving line of credit dated May 3, 2000 (previously filed
in and incorporated by reference to Post-Effective Amendment
No. 3 to Registrant's Registration Statement on Form S-11,
Commission File No. 333-83933, filed on September 8, 2000)

10.14              Promissory Note for $35,000,000 to SouthTrust Bank, N.A.
(previously filed in and incorporated by reference to
Post-Effective Amendment No. 3 to Registrant's Registration
Statement on Form S-11, Commission File No. 333-83933, filed
on September 8, 2000)

10.15              Allonge to Revolving Note relating to the SouthTrust Bank
N.A. $32,393,000 revolving line of credit (previously filed
in and incorporated by reference to Pre-Effective Amendment
No. 2 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on December 18,
2000)

10.16              First Amendment to Revolving Loan Agreement and Other Loan
Documents relating to the SouthTrust Bank N.A. $32,393,000
revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to
the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 18, 2000)

10.17              Second Note Modification Agreement relating to the SouthTrust
Bank N.A. $12,844,000 revolving line of credit (previously
filed in and incorporated by reference to Pre-Effective
Amendment No. 2 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-44900, filed on December
18, 2000)

10.18              Second Amendment to Amended and Restated Loan Agreement and
Other Loan Documents relating to the SouthTrust Bank N.A.
$12,844,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to
the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 18, 2000)

10.19              Revolving Note relating to the SouthTrust Bank N.A.
$19,003,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to
the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 18, 2000)

10.20              Revolving Loan Agreement relating to the SouthTrust Bank N.A.
$19,003,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to
the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 18, 2000)

10.21              Amended and Restated Revolving Note relating to the
SouthTrust Bank N.A. $7,900,000 revolving line of credit
(previously filed in and incorporated by reference to
Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-11, Commission File No.
333-44900, filed on December 18, 2000)

10.22              Amended and Restated Loan Agreement relating to the
SouthTrust Bank N.A. $7,900,000 revolving line of credit
(previously filed in and incorporated by reference to
Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-11, Commission File No.
333-44900, filed on December 18, 2000)

10.23              Revolving Credit Agreement relating to the Bank of America,
N.A. $85,000,000 revolving line of credit (previously filed
in and incorporated by reference to Registrant's Registration
Statement on Form S-11, Commission File No. 333-85848, filed
on April 8, 2002)

10.24              Construction Loan Agreement relating to the Bank of America,
N.A. $34,200,000 construction loan (previously filed in and
incorporated by reference to Registrant's Registration
Statement on Form S-11, Commission File No. 333-85848, filed
on April 8, 2002)

10.25              Lease for the PwC Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4
of the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on January 15, 1999)

10.26              Office Lease for the Matsushita Building (previously filed in
and incorporated by reference to Post-Effective Amendment No.
5 of the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on April 15, 1999)

10.27              Guaranty of Lease for the Matsushita Building (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 5 of the Registrant's Registration Statement on
Form S-11, Commission File No. 333-32099, filed on April 15,
1999)

10.28              Lease Agreement with Cinemark USA, Inc. for a portion of the
Cinemark Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form S-11, Commission File No.
333-83933, filed on March 15, 2000)

10.29              Lease Agreement with The Coca-Cola Company for a portion of
the Cinemark Building (previously filed in and incorporated
by reference to Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form S-11, Commission
File No. 333-83933, filed on March 15, 2000)

10.30              Lease Agreement for the Motorola Tempe Building (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 2 to Registrant's Registration Statement on
Form S-11, Commission File No. 333-83933, filed on June 9,
2000)

10.31              First Amendment to Lease Agreement for the Motorola Tempe
Building (previously filed in and incorporated by reference
to Post-Effective Amendment No. 2 to Registrant's
Registration Statement on Form S-11, Commission File No.
333-83933, filed on June 9, 2000)

10.32              Ground Lease Agreement for the Motorola Tempe Building
(previously filed in and incorporated by reference to
Post-Effective Amendment No. 2 to Registrant's Registration
Statement on Form S-11, Commission File No. 333-83933, filed
on June 9, 2000)

10.33              Lease Agreement for the Motorola Plainfield Building
(previously filed in and incorporated by reference to
Amendment No. 1 to Registrant's Registration Statement on
Form S-11, Commission File No. 333-44900, filed on December
1, 2000)

10.34              Lease Agreement with Stone & Webster, Inc. for a portion of
the Stone & Webster Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 1
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on February 9, 2001)

10.35              Lease Agreement with Sysco Corporation for a portion of the
Stone & Webster Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 1
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on February 9, 2001)

10.36              Lease Agreement for the Metris Minnesota Building (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-44900, filed on February
9, 2001)

10.37              Fourth Amendment to Lease Agreement for the Metris Minnesota
Building (previously filed in and incorporated by reference
to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-11, Commission File No.
333-44900, filed on February 9, 2001)

10.38              Guaranty of Lease for the Metris Minnesota Building
(previously filed in and incorporated by reference to
Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-11, Commission File No.
333-44900, filed on February 9, 2001)

10.39              Lease Agreement for the Comdata Building (previously filed in
and incorporated by reference to Post-Effective Amendment No.
3 to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on July 23, 2001)

10.40              First Amendment to Lease Agreement for the Comdata Building
(previously filed in and incorporated by reference to
Post-Effective Amendment No. 3 to the Registrant's
Registration Statement on Form S-11, Commission File No.
333-44900, filed on July 23, 2001)

10.41              Lease Agreement for the State Street Building (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 4 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-44900, filed on October
23, 2001)

10.42              Lease Agreement for the IKON Buildings (previously filed in
and incorporated by reference to Post-Effective Amendment No.
4 to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on October 23, 2001)

10.43              First 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)

10.44              Reinstatement of and Second Amendment to Lease Agreement for
the IKON Buildings (previously filed in and incorporated by
reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission
File No. 333-44900, filed on October 23, 2001)

10.45              Agreement of Sale for the Nissan Property (previously filed
in and incorporated by reference to Post-Effective Amendment
No. 4 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on October 23,
2001)

10.46              Lease Agreement for the Nissan Property (previously filed in
and incorporated by reference to Post-Effective Amendment No.
4 to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on October 23, 2001)

10.47              Guaranty of Lease for the Nissan Property (previously filed
in and incorporated by reference to Post-Effective Amendment
No. 4 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on October 23,
2001)

10.48              Development Agreement for the Nissan Property (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 4 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-44900, filed on October
23, 2001)

10.49              Design and Build Construction Agreement for the Nissan
Property (previously filed in and incorporated by reference
to Post-Effective Amendment No. 4 to the Registrant's
Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.50              Indenture of Lease Agreement for Ingram Micro Building
(previously filed in and incorporated by reference to
Post-Effective Amendment No. 4 to the Registrant's
Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.51              Guaranty of Lease Agreement for Ingram Micro Building
(previously filed in and incorporated by reference to
Post-Effective Amendment No. 4 to the Registrant's
Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.52              Absolute Assignment of Lease and Assumption Agreement for
Ingram Micro Building (previously filed in and incorporated
by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission
File No. 333-44900, filed on October 23, 2001)

10.53              Bond Real Property Lease Agreement for the Ingram Micro
Building (previously filed in and incorporated by reference
to Post-Effective Amendment No. 4 to the Registrant's
Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.54              Second Amendment to Lease Agreement for Matsushita Building
(previously filed in and incorporated by reference to
Post-Effective Amendment No. 4 to the Registrant's
Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.55              Lease Agreement with TCI Great Lakes, Inc. for a portion of
the Windy Point I Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 5
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on January 23, 2002)

10.56              First Amendment to Office Lease with TCI Great Lakes, Inc.
(previously filed in and incorporated by reference to
Post-Effective Amendment No. 5 to the Registrant's
Registration Statement on Form S-11, Commission File No.
333-44900, filed on January 23, 2002)

10.57              Lease Agreement with Zurich American Insurance Company for
the Windy Point II Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 5
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on January 23, 2002)

10.58              Third Amendment to Office Lease with Zurich American
Insurance Company (previously filed in and incorporated by
reference to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form S-11, Commission
File No. 333-44900, filed on January 23, 2002)

10.59              Lease Agreement for the Arthur Andersen Building (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 5 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-44900, filed on January
23, 2002)

10.60              Lease Agreement with Transocean Deepwater Offshore Drilling,
Inc. for a portion of the Transocean Houston Building
(previously filed in and incorporated by reference to
Post-Effective Amendment No. 6 to the Registrant's
Registration Statement on Form S-11, Commission File No.
333-44900, filed on April 22, 2002)

10.61              Lease Agreement with Newpark Drilling Fluids, Inc. for a
portion of the Transocean Houston Building (previously filed
in and incorporated by reference to Post-Effective Amendment
No. 6 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on April 22, 2002)

10.62              Lease Agreement for the Dana Detroit Building (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 6 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-44900, filed on April 22,
2002)

10.63              Second Amendment to Lease Agreement for the Dana Detroit
Building (previously filed in and incorporated by reference
to Post-Effective Amendment No. 6 to the Registrant's
Registration Statement on Form S-11, Commission File No.
333-44900, filed on April 22, 2002)

10.64              Lease Agreement for the Dana Kalamazoo Building (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 6 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-44900, filed on April 22,
2002)

10.65              Second Amendment to Lease Agreement for the Dana Kalamazoo
Building (previously filed in and incorporated by reference
to Post-Effective Amendment No. 6 to the Registrant's
Registration Statement on Form S-11, Commission File No.
333-44900, filed on April 22, 2002)

10.66              Purchase and Sale Agreement for the Experian/TRW Buildings,
filed herewith

10.67              Lease Agreement for the Experian/TRW Buildings, filed
herewith

10.68              Lease Amendment to Lease Agreement for the Experian/TRW
Buildings, filed herewith

10.69              Purchase and Sale Agreement and Escrow Instructions for the
Agilent Boston Building, filed herewith

10.70              Lease Agreement for the Agilent Boston 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 (previously filed in and
incorporated by reference to Registrant's Registration
Statement on Form S-11, Commission File No. 333-85848, filed
on April 8, 2002)

24.1               Power of Attorney, filed herewith

EXHIBIT 1.1

FORM OF
DEALER MANAGER AGREEMENT

WELLS REAL ESTATE INVESTMENT TRUST, INC.

Up to 330,000,000 Shares of Common Stock/$3,300,000,000

DEALER MANAGER AGREEMENT
------------------------

____________, 2002

Wells Investment Securities, Inc.
Suite 250
6200 The Corners Parkway
Atlanta, Georgia 30092

Ladies and Gentlemen:

Wells Real Estate Investment Trust, Inc., a Maryland corporation (the
"Company"), is registering for public sale a maximum of 336,600,000 shares of
its common stock, $.01 par value per share (the "Offering"), of which amount
6,600,000 shares are to be sold upon exercise of soliciting dealer warrants to
be issued to broker-dealers participating in the Offering, with the balance of
330,000,000 shares (the "Shares" or the "Stock") to be issued and sold for an
aggregate purchase price of $3,300,000,000 (300,000,000 shares to be offered to
the public and 30,000,000 shares to be offered pursuant to the Company's
dividend reinvestment plan). Such Stock is to be sold for a per share cash
purchase price of $10.00, and the minimum purchase by any one person shall be
100 Shares except as otherwise indicated in the Prospectus or in any letter or
memorandum from the Company to Wells Investment Securities, Inc. (the "Dealer
Manager"). Terms not defined herein shall have the same meaning as in the
Prospectus. The Stock is being registered with the SEC (as defined herein) as
part of a registration of 336,600,000 shares, of which amount 6,600,000 will be
issued upon the exercise of certain warrants to be issued in connection with the
Offering. In connection therewith, the Company hereby agrees with you, the
Dealer Manager, as follows:

1.   Representations and Warranties of the Company
---------------------------------------------

The Company represents and warrants to the Dealer Manager and each dealer
with whom the Dealer Manager has entered into or will enter into a Selected
Dealer Agreement in the form attached to this Agreement as Exhibit "A" (said
dealers being hereinafter referred to as the "Dealers") that:

1.1  A registration statement with respect to the Company has been
prepared by the Company in accordance with applicable requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and the applicable
rules and regulations (the "Rules and Regulations") of the Securities and
Exchange Commission (the "SEC") promulgated thereunder, covering the Shares.
Said registration statement, which includes a preliminary prospectus, was

initially filed with the SEC on April 8, 2002. Copies of such registration
statement and each amendment thereto have been or will be delivered to the
Dealer Manager. (The registration statement and prospectus contained therein, as
finally amended and revised at the effective date of the registration statement,
are respectively hereinafter referred to as the "Registration Statement" and the
"Prospectus," except that if the Prospectus first filed by the Company pursuant
to Rule 424(b) under the Securities Act shall differ from the Prospectus, the
term "Prospectus" shall also include the Prospectus filed pursuant to Rule
424(b).)

1.2  The Company has been duly and validly organized and formed
as a corporation under the laws of the state of Maryland, with the power and
authority to conduct its business as described in the Prospectus.

1.3  The Registration Statement and Prospectus comply with the
Securities Act and the Rules and Regulations and do not contain any untrue
statements of material facts or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading; provided, however, that the foregoing provisions of this Section 1.3
will not extend to such statements contained in or omitted from the Registration
Statement or Prospectus as are primarily within the knowledge of the Dealer
Manager or any of the Dealers and are based upon information furnished by the
Dealer Manager in writing to the Company specifically for inclusion therein.

1.4  The Company intends to use the funds received from the sale of
the Shares as set forth in the Prospectus.

1.5  No consent, approval, authorization or other order of any
governmental authority is required in connection with the execution or delivery
by the Company of this Agreement or the issuance and sale by the Company of the
Shares, except such as may be required under the Securities Act or applicable
state securities laws.

1.6  There are no actions, suits or proceedings pending or to the
knowledge of the Company, threatened against the Company at law or in equity or
before or by any federal or state commission, regulatory body or administrative
agency or other governmental body, domestic or foreign, which will have a
material adverse effect on the business or property of the Company.

1.7  The execution and delivery of this Agreement, the consummation of
the transactions herein contemplated and compliance with the terms of this
Agreement by the Company will not conflict with or constitute a default under
any charter, by-law, indenture, mortgage, deed of trust, lease, rule,
regulation, writ, injunction or decree of any government, governmental
instrumentality or court, domestic or foreign, having jurisdiction over the
Company, except to the extent that the enforceability of the indemnity and/or
contribution provisions contained in Section 4 of this Agreement may be limited
under applicable securities laws.

1.8  The Company has full legal right, power and authority to enter
into this Agreement and to perform the transactions contemplated hereby, except
to the extent that the

2

enforceability of the indemnity and/or contribution provisions contained in
Section 4 of this Agreement may be limited under applicable securities laws.

1.9  At the time of the issuance of the Shares, the Shares will have
been duly authorized and validly issued, and upon payment therefor, will be
fully paid and nonassessable and will conform to the description thereof
contained in the Prospectus.

2.   Covenants of the Company
------------------------

The Company covenants and agrees with the Dealer Manager that:

2.1  It will, at no expense to the Dealer Manager, furnish the Dealer
Manager with such number of printed copies of the Registration Statement,
including all amendments and exhibits thereto, as the Dealer Manager may
reasonably request. It will similarly furnish to the Dealer Manager and others
designated by the Dealer Manager as many copies as the Dealer Manager may
reasonably request in connection with the offering of the Shares of: (a) the
Prospectus in preliminary and final form and every form of supplemental or
amended prospectus; (b) this Agreement; and (c) any other printed sales
literature or other materials (provided that the use of said sales literature
and other materials has been first approved for use by the Company and all
appropriate regulatory agencies).

2.2  It will furnish such proper information and execute and file such
documents as may be necessary for the Company to qualify the Shares for offer
and sale under the securities laws of such jurisdictions as the Dealer Manager
may reasonably designate and will file and make in each year such statements and
reports as may be required. The Company will furnish to the Dealer Manager a
copy of such papers filed by the Company in connection with any such
qualification.

2.3  It will: (a) use its best efforts to cause the Registration
Statement to become effective; (b) furnish copies of any proposed amendment or
supplement of the Registration Statement or Prospectus to the Dealer Manager;
(c) file every amendment or supplement to the Registration Statement or the
Prospectus that may be required by the SEC; and (d) if at any time the SEC shall
issue any stop order suspending the effectiveness of the Registration Statement,
it will use its best efforts to obtain the lifting of such order at the earliest
possible time.

2.4  If at any time when a Prospectus is required to be delivered
under the Securities Act any event occurs as a result of which, in the opinion
of either the Company or the Dealer Manager, the Prospectus or any other
prospectus then in effect would include an untrue statement of a material fact
or, in view of the circumstances under which they were made, omit to state any
material fact necessary to make the statements therein not misleading, the
Company will promptly notify the Dealer Manager thereof (unless the information
shall have been received from the Dealer Manager) and will effect the
preparation of an amended or supplemental prospectus which will correct such
statement or omission. The Company will then promptly prepare such amended or
supplemental prospectus or prospectuses as may be necessary to comply with the
requirements of Section 10 of the Securities Act.

3

3.   Obligations and Compensation of Dealer Manager
----------------------------------------------

3.1  The Company hereby appoints the Dealer Manager as its agent and
principal distributor for the purpose of selling for cash up to a maximum of
330,000,000 Shares through the Dealers, all of whom shall be members of the
National Association of Securities Dealers, Inc. (NASD). The Dealer Manager may
also sell Shares for cash directly to its own clients and customers at the
public offering price and subject to the terms and conditions stated in the
Prospectus. The Dealer Manager hereby accepts such agency and distributorship
and agrees to use its best efforts to sell the Shares on said terms and
conditions. The Dealer Manager represents to the Company that it is a member of
the NASD and that it and its employees and representatives have all required
licenses and registrations to act under this Agreement.

3.2  Promptly after the effective date of the Registration Statement,
the Dealer Manager and the Dealers shall commence the offering of the Shares for
cash to the public in jurisdictions in which the Shares are registered or
qualified for sale or in which such offering is otherwise permitted. The Dealer
Manager and the Dealers will suspend or terminate offering of the Shares upon
request of the Company at any time and will resume offering the Shares upon
subsequent request of the Company.

3.3  Except as provided in the "Plan of Distribution" section of the
Prospectus, as compensation for the services rendered by the Dealer Manager, the
Company agrees that it will pay to the Dealer Manager selling commissions in the
amount of 7% of the gross proceeds of the Shares sold plus a dealer manager fee
in the amount of 2.5% of the gross proceeds of the Shares sold.

The Company will not be liable or responsible to any Dealer for direct
payment of commissions to such Dealer, it being the sole and exclusive
responsibility of the Dealer Manager for payment of commissions to Dealers.
Notwithstanding the above, at its discretion, the Company may act as agent of
the Dealer Manager by making direct payment of commissions to such Dealers
without incurring any liability therefor.

3.4  The Dealer Manager represents and warrants to the Company and
each person and firm that signs the Registration Statement that the information
under the caption "Plan of Distribution" in the Prospectus and all other
information furnished to the Company by the Dealer Manager in writing expressly
for use in the Registration Statement, any preliminary prospectus, the
Prospectus, or any amendment or supplement thereto does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading.

4.   Indemnification
---------------

4.1  The Company will indemnify and hold harmless the Dealers and the
Dealer Manager, their officers and directors and each person, if any, who
controls such Dealer or Dealer Manager within the meaning of Section 15 of the
Securities Act from and against any losses, claims, damages or liabilities,
joint or several, to which such Dealers or Dealer Manager, their officers and
directors, or such controlling person may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect

4

thereof) arise out of or are based upon (a) any untrue statement or alleged
untrue statement of a material fact contained (i) in any Registration Statement
(including the Prospectus as a part thereof) or any post-effective amendment
thereto or in the Prospectus or any amendment or supplement to the Prospectus or
(ii) in any blue sky application or other document executed by the Company or on
its behalf specifically for the purpose of qualifying any or all of the Shares
for sale under the securities laws of any jurisdiction or based upon written
information furnished by the Company under the securities laws thereof (any such
application, document or information being hereinafter called a "Blue Sky
Application"), or (b) the omission or alleged omission to state in the
Registration Statement (including the Prospectus as a part thereof) or any
post-effective amendment thereof or in any Blue Sky Application a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or (c) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus, if used prior to the
effective date of the Registration Statement, or in the Prospectus or any
amendment or supplement to the Prospectus or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The Company will reimburse each Dealer or Dealer
Manager, its officers and directors and each such controlling person, for any
legal or other expenses reasonably incurred by such Dealer or Dealer Manager,
its officers and directors and each such controlling person, in connection with
investigating or defending such loss, claim, damage, liability or action;
provided that the Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of, or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with written information furnished (x)
to the Company by the Dealer Manager or (y) to the Company or the Dealer Manager
by or on behalf of any Dealer specifically for use in the preparation of the
Registration Statement or any such post-effective amendment thereof, any such
Blue Sky Application or any such preliminary prospectus or the Prospectus or any
such amendment thereof or supplement thereto; and further provided that the
Company will not be liable in any such case if it is determined that such Dealer
or the Dealer Manager was at fault in connection with the loss, claim, damage,
liability or action.

4.2  The Dealer Manager will indemnify and hold harmless the Company
and each person or firm which has signed the Registration Statement and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act, from and against any losses, claims, damages or liabilities to
which any of the aforesaid parties may become subject, under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (a) any untrue statement of a
material fact contained (i) in the Registration Statement (including the
Prospectus as a part thereof) or any post-effective amendment thereof or (ii)
any Blue Sky Application, or (b) the omission to state in the Registration
Statement (including the Prospectus as a part thereof) or any post-effective
amendment thereof or in any Blue Sky Application a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
(c) any untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus, if used prior to the effective date of
the Registration Statement, or in the Prospectus, or in any amendment or
supplement to the Prospectus or the omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein in the light of the circumstances under which they were made not
misleading in each case to the extent, but only to the extent, that such untrue
statement or omission was made in reliance upon and in

5

conformity with written information furnished to the Company by or on behalf of
the Dealer Manager specifically for use with reference to the Dealer Manager in
the preparation of the Registration Statement or any such post-effective
amendments thereof or any such Blue Sky Application or any such preliminary
prospectus or the Prospectus or any such amendment thereof or supplement
thereto, or (d) any unauthorized use of sales materials or use of unauthorized
verbal representations concerning the Shares by the Dealer Manager. The Dealer
Manager will reimburse the aforesaid parties, in connection with investigation
or defending such loss, claim, damage, liability or action. This indemnity
agreement will be in addition to any liability which the Dealer Manager may
otherwise have.

4.3  Each Dealer severally will indemnify and hold harmless the
Company, the Dealer Manager and each of their directors (including any persons
named in any of the Registration Statements with his consent, as about to become
a director), each of their officers who has signed any of the Registration
Statements and each person, if any, who controls the Company and the Dealer
Manager within the meaning of Section 15 of the Securities Act from and against
any losses, claims, damages or liabilities to which the Company, the Dealer
Manager, any such director or officer, or controlling person may become subject,
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
(a) any untrue statement or alleged untrue statement of a material fact
contained (i) in the Registration Statement (including the Prospectus as a part
thereof) or any post-effective amendment thereof or (ii) in any Blue Sky
Application, or (b) the omission or alleged omission to state in the
Registration Statement (including the Prospectus as a part thereof or any
post-effective amendment thereof or in any Blue Sky Application a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or (c) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus, if used prior to the
effective date of the Registration Statement, or in the Prospectus, or in any
amendment or supplement to the Prospectus or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company or the Dealer Manager by or on behalf of
such Dealer specifically for use with reference to such Dealer in the
preparation of the Registration Statement or any such post-effective amendments
thereof or any such Blue Sky Application or any such preliminary prospectus or
the Prospectus or any such amendment thereof or supplement thereto, or (d) any
unauthorized use of sales materials or use of unauthorized verbal
representations concerning the Shares by such Dealer or Dealer's representations
or agents in violation of Section VII of the Selected Dealer Agreement or
otherwise. Each such Dealer will reimburse the Company and the Dealer Manager
and any such directors or officers, or controlling person, in connection with
investigating or defending any such loss, claim, damage, liability or action.
This indemnity agreement will be in addition to any liability which such Dealer
may otherwise have.

4.4  Promptly after receipt by an indemnified party under this Section
4 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 4, notify in writing the indemnifying party of the commencement thereof
and the omission so to notify the indemnifying

6

party will relieve it from any liability under this Section 4 as to the
particular item for which indemnification is then being sought, but not from any
other liability which it may have to any indemnified party. In case any such
action is brought against any indemnified party, and it notifies an indemnifying
party of the commencement thereof, the indemnifying party will be entitled, to
the extent it may wish, jointly with any other indemnifying party similarly
notified, to participate in the defense thereof, with separate counsel. Such
participation shall not relieve such indemnifying party of the obligation to
reimburse the indemnified party for reasonable legal and other expenses (subject
to Section 4.5) incurred by such indemnified party in defending itself, except
for such expenses incurred after the indemnifying party has deposited funds
sufficient to effect the settlement, with prejudice, of the claim in respect of
which indemnity is sought. Any such indemnifying party shall not be liable to
any such indemnified party on account of any settlement of any claim or action
effected without the consent of such indemnifying party.

4.5  The indemnifying party shall pay all legal fees and expenses of
the indemnified party in the defense of such claims or actions; provided,
however, that the indemnifying party shall not be obliged to pay legal expenses
and fees to more than one law firm in connection with the defense of similar
claims arising out of the same alleged acts or omissions giving rise to such
claims notwithstanding that such actions or claims are alleged or brought by one
or more parties against more than one indemnified party. If such claims or
actions are alleged or brought against more than one indemnified party, then the
indemnifying party shall only be obliged to reimburse the expenses and fees of
the one law firm that has been selected by a majority of the indemnified parties
against which such action is finally brought; and in the event a majority of
such indemnified parties is unable to agree on which law firm for which expenses
or fees will be reimbursable by the indemnifying party, then payment shall be
made to the first law firm of record representing an indemnified party against
the action or claim. Such law firm shall be paid only to the extent of services
performed by such law firm and no reimbursement shall be payable to such law
firm on account of legal services performed by another law firm.

4.6  The indemnity agreements contained in this Section 4 shall remain
operative and in full force and effect regardless of (a) any investigation made
by or on behalf of any Dealer, or any person controlling any Dealer or by or on
behalf of the Company, the Dealer Manager or any officer or director thereof, or
by or on behalf of the Company or the Dealer Manager, (b) delivery of any Shares
and payment therefor, and (c) any termination of this Agreement. A successor of
any Dealer or of any of the parties to this Agreement, as the case may be, shall
be entitled to the benefits of the indemnity agreements contained in this
Section 4.

5.   Survival of Provisions
----------------------

The respective agreements, representations and warranties of the Company
and the Dealer Manager set forth in this Agreement shall remain operative and in
full force and effect regardless of (a) any termination of this Agreement, (b)
any investigation made by or on behalf of the Dealer Manager or any Dealer or
any person controlling the Dealer Manager or any Dealer or by or on behalf of
the Company or any person controlling the Company, and (c) the acceptance of any
payment for the Shares.

7

6.   Applicable Law
--------------

This Agreement was executed and delivered in, and its validity,
interpretation and construction shall be governed by, the laws of the State of
Georgia; provided however, that causes of action for violations of federal or
state securities laws shall not be governed by this Section.

7.   Counterparts
------------

This Agreement may be executed in any number of counterparts. Each
counterpart, when executed and delivered, shall be an original contract, but all
counterparts, when taken together, shall constitute one and the same Agreement.

8.   Successors and Amendment
------------------------

8.1  This Agreement shall inure to the benefit of and be binding upon
the Dealer Manager and the Company and their respective successors. Nothing in
this Agreement is intended or shall be construed to give to any other person any
right, remedy or claim, except as otherwise specifically provided herein. This
Agreement shall inure to the benefit of the Dealers to the extent set forth in
Sections 1 and 4 hereof.

8.2  This Agreement may be amended by the written agreement of the
Dealer Manager and the Company.

9.   Term
----

Any party to this Agreement shall have the right to terminate this
Agreement on 60 days' written notice.

10.  Confirmation
------------

The Company hereby agrees and assumes the duty to confirm on its behalf and
on behalf of dealers or brokers who sell the Shares all orders for purchase of
Shares accepted by the Company. Such confirmations will comply with the rules of
the SEC and the NASD, and will comply with applicable laws of such other
jurisdictions to the extent the Company is advised of such laws in writing by
the Dealer Manager.

11.  Suitability of Investors
------------------------

The Dealer Manager will offer Shares, and in its agreements with Dealers
will require that the Dealers offer Shares, only to persons who meet the
financial qualifications set forth in the Prospectus or in any suitability
letter or memorandum sent to it by the Company and will only make offers to
persons in the states in which it is advised in writing that the Shares are
qualified for sale or that such qualification is not required. In offering
Shares, the Dealer Manager will, and in its agreements with Dealers, the Dealer
Manager will, require that the Dealer comply with the provisions of all
applicable rules and regulations relating to suitability of investors, including
without limitation, the provisions of Article III.C. of the Statement of Policy

8

Regarding Real Estate Investment Trusts of the North American Securities
Administrators Association, Inc.

12.  Submission of Orders
--------------------

12.1   Those persons who purchase Shares will be instructed by the
Dealer Manager or the Dealer to make their checks payable to "Wells Real Estate
Investment Trust, Inc." The Dealer Manager and any Dealer receiving a check not
conforming to the foregoing instructions shall return such check directly to
such subscriber not later than the end of the next business day following its
receipt. Checks received by the Dealer Manager or Dealer which conform to the
foregoing instructions shall be transmitted for deposit pursuant to one of the
methods described in this Section 12. Transmittal of received investor funds
will be made in accordance with the following procedures.

12.2   Where, pursuant to a Dealer's internal supervisory procedures,
internal supervisory review is conducted at the same location at which
subscription documents and checks are received from subscribers, checks will be
transmitted in care of the Dealer Manager by the end of the next business day
following receipt by the Dealer for deposit to Wells Real Estate Investment
Trust, Inc.

12.3   Where, pursuant to a Dealer's internal supervisory procedures,
final internal supervisory review is conducted at a different location, checks
will be transmitted by the end of the next business day following receipt by the
Dealer to the office of the Dealer conducting such final internal supervisory
review (the "Final Review Offices"). The Final Review Office will in turn by the
end of the next business day following receipt by the Final Review Office,
transmit such checks in care of the Dealer Manager for deposit to Wells Real
Estate Investment Trust, Inc.

12.4   Where the Dealer Manager is involved in the distribution
process, checks will be transmitted by the Dealer Manager for deposit to Wells
Real Estate Investment Trust, Inc. as soon as practicable, but in any event by
the end of the second business day following receipt by the Dealer Manager.
Checks of rejected subscribers will be promptly returned to such subscribers.

[Remainder of this page was intentionally left blank.]

9

If the foregoing correctly sets forth our understanding, please indicate
your acceptance thereof in the space provided below for that purpose, whereupon
this letter and your acceptance shall constitute a binding agreement between us
as of the date first above written.

Very truly yours,

WELLS REAL ESTATE INVESTMENT TRUST, INC.

By:___________________________________________
Leo F. Wells, III
President

Accepted and agreed as of the
date first above written.

WELLS INVESTMENT SECURITIES, INC.

By:_____________________________
Leo F. Wells, III
President

10

EXHIBIT "A"

WELLS REAL ESTATE INVESTMENT TRUST, INC.

Up to 330,000,000 Shares of Common Stock/$3,300,000,000

SELECTED DEALER AGREEMENT
-------------------------

Ladies and Gentlemen:

Wells Investment Securities, Inc., as the dealer manager ("Dealer
Manager") for Wells Real Estate Investment Trust, Inc. (the "Company"), a
Maryland corporation, invites you (the "Dealer") to participate in the
distribution of shares of common stock ("Shares") of the Company subject to the
following terms:

I.       Dealer Manager Agreement

The Dealer Manager and the Company have entered into that certain
Dealer Manager Agreement dated ______________, 2002, in the form attached hereto
as Exhibit "A." By your acceptance of this Agreement, you will become one of the
Dealers referred to in such Dealer Manager Agreement between the Company and the
Dealer Manager and will be entitled and subject to the indemnification
provisions contained in such Dealer Manager Agreement, including specifically
the provisions of such Dealer Manager Agreement (Section 4.3) wherein each
Dealer severally agrees to indemnify and hold harmless the Company, the Dealer
Manager and each officer and director thereof, and each person, if any, who
controls the Company and the Dealer Manager within the meaning of the Securities
Act of 1933, as amended. Except as otherwise specifically stated herein, all
terms used in this Agreement have the meanings provided in the Dealer Manager
Agreement. The Shares are offered solely through broker-dealers who are members
of the National Association of Securities Dealers, Inc. ("NASD").

Dealer hereby agrees to use its best efforts to sell the Shares for
cash on the terms and conditions stated in the Prospectus. Nothing in this
Agreement shall be deemed or construed to make Dealer an employee, agent,
representative or partner of the Dealer Manager or of the Company, and Dealer is
not authorized to act for the Dealer Manager or the Company or to make any
representations on their behalf except as set forth in the Prospectus and such
other printed information furnished to Dealer by the Dealer Manager or the
Company to supplement the Prospectus ("supplemental information").

II.      Submission of Orders

Those persons who purchase Shares will be instructed by the Dealer to
make their checks payable to "Wells Real Estate Investment Trust, Inc." Any
Dealer receiving a check not conforming to the foregoing instructions shall
return such check directly to such subscriber not later than the end of the next
business day following its receipt. Checks received by the Dealer which conform
to the foregoing instructions shall be transmitted for deposit pursuant to one
of the methods in this Article II. Transmittal of received investor funds will
be made in accordance with the following procedures:

Where, pursuant to the Dealer's internal supervisory procedures, internal
supervisory review is conducted at the same location at which
subscription documents and checks are received from subscribers, checks
will be transmitted in care of the Dealer Manager by the end of the next
business day following receipt by the Dealer for deposit to Wells Real
Estate Investment Trust, Inc.

Where, pursuant to the Dealer's internal supervisory procedures, final
and internal supervisory review is conducted at a different location,
checks will be transmitted by the end of the next business day following
receipt by the Dealer to the office of the Dealer conducting such final
internal supervisory review (the "Final Review Office"). The Final Review
Office will in turn by the end of the next business day following receipt
by the Final Review Office, transmit such checks for deposit to Wells
Real Estate Investment Trust, Inc.

III.     Pricing

Shares shall be offered to the public at the offering price of $10.00
per Share payable in cash. Except as otherwise indicated in the Prospectus or in
any letter or memorandum sent to the Dealer by the Company or Dealer Manager, a
minimum initial purchase of 100 Shares is required. Except as otherwise
indicated in the Prospectus, additional investments may be made in cash in
minimal increments of at least 2.5 Shares. The Shares are nonassessable. Dealer
hereby agrees to place any order for the full purchase price.

IV.      Dealers' Commissions

Except for discounts described in or as otherwise provided in the "Plan
of Distribution" section of the Prospectus, the Dealer's selling commission
applicable to the total public offering price of Shares sold by Dealer which it
is authorized to sell hereunder is 7% of the gross proceeds of Shares sold by it
and accepted and confirmed by the Company, which commission will be paid by the
Dealer Manager. For these purposes, a "sale of Shares" shall occur if and only
if a transaction has closed with a securities purchaser pursuant to all
applicable offering and subscription documents and the Company has thereafter
distributed the commission to the Dealer Manager in connection with such
transaction. The Dealer affirms that the Dealer Manager's liability for
commissions payable is limited solely to the proceeds of commissions receivable
associated therewith, and the Dealer hereby waives any and all rights to receive
payment of commissions due until such time as the Dealer Manager is in receipt
of the commission from the Company. In addition, as set forth in the Prospectus,
the Dealer Manager may, in its sole discretion, reallow out of its dealer
manager fee a marketing fee and due diligence expense reimbursement of up to
1.5% of the gross proceeds of Shares sold by Dealers participating in the
offering of Shares as marketing fees or to reimburse representatives of such
Dealers the costs and expenses of attending educational conferences and seminars
conducted by the Company or the Dealer Manager.

The parties hereby agree that the foregoing commission is not in excess
of the usual and customary distributors' or sellers' commission received in the
sale of securities similar to the Shares, that Dealer's interest in the offering
is limited to such commission from the Dealer Manager and Dealer's indemnity
referred to in Section 4 of the Dealer Manager Agreement, and that the Company
is not liable or responsible for the direct payment of such commission to the
Dealer.

V.       Payment

Payments of selling commissions will be made by the Dealer Manager (or by
the Company as provided in the Dealer Manager Agreement) to Dealer within 30
days of the receipt by the Dealer Manager of the gross commission payments from
the Company.

VI.      Right to Reject Orders or Cancel Sales

All orders, whether initial or additional, are subject to acceptance by
and shall only become effective upon confirmation by the Company, which reserves
the right to reject any order. Orders not accompanied by a Subscription
Agreement Signature Page and the required check in payment for the

2

Shares may be rejected. Issuance and delivery of the Shares will be made only
after actual receipt of payment therefor. If any check is not paid upon
presentment, or if the Company is not in actual receipt of clearinghouse funds
or cash, certified or cashier's check or the equivalent in payment for the
Shares within 15 days of sale, the Company reserves the right to cancel the sale
without notice. In the event an order is rejected, canceled or rescinded for any
reason, the Dealer agrees to return to the Dealer Manager any commission
theretofore paid with respect to such order.

VII.     Prospectus and Supplemental Information

Dealer is not authorized or permitted to give, and will not give, any
information or make any representation concerning the Shares except as set forth
in the Prospectus and supplemental information. The Dealer Manager will supply
Dealer with reasonable quantities of the Prospectus, any supplements thereto and
any amended Prospectus, as well as any supplemental information, for delivery to
investors, and Dealer will deliver a copy of the Prospectus and all supplements
thereto and any amended Prospectus to each investor to whom an offer is made
prior to or simultaneously with the first solicitation of an offer to sell the
Shares to an investor. The Dealer agrees that it will not send or give any
supplements thereto and any amended Prospectus to that investor unless it has
previously sent or given a Prospectus and all supplements thereto and any
amended Prospectus to that investor or has simultaneously sent or given a
Prospectus and all supplements thereto and any amended Prospectus with such
supplemental information. Dealer agrees that it will not show or give to any
investor or prospective investor or reproduce any material or writing which is
supplied to it by the Dealer Manager and marked "dealer only" or otherwise
bearing a legend denoting that it is not to be used in connection with the sale
of Shares to members of the public. Dealer agrees that it will not use in
connection with the offer or sale of Shares any material or writing which
relates to another Company supplied to it by the Company or the Dealer Manager
bearing a legend which states that such material may not be used in connection
with the offer or sale of any securities other than the Company to which it
relates. Dealer further agrees that it will not use in connection with the offer
or sale of Shares any materials or writings which have not been previously
approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so
requests, to furnish a copy of any revised preliminary Prospectus to each person
to whom it has furnished a copy of any previous preliminary Prospectus, and
further agrees that it will itself mail or otherwise deliver all preliminary and
final Prospectuses required for compliance with the provisions of Rule 15c2-8
under the Securities Exchange Act of 1934. Regardless of the termination of this
Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a
period of 90 days from the effective date of the Registration Statement or such
longer period as may be required by the Securities Exchange Act of 1934. On
becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply
with all the applicable requirements under the Securities Act of 1933 and the
Securities Exchange Act of 1934.

VIII.    License and Association Membership

Dealer's acceptance of this Agreement constitutes a representation to the
Company and the Dealer Manager that Dealer is a properly registered or licensed
broker-dealer, duly authorized to sell Shares under Federal and state securities
laws and regulations and in all states where it offers or sells Shares, and that
it is a member in good standing of the NASD. This Agreement shall automatically
terminate if the Dealer ceases to be a member in good standing of such
association, or in the case of a foreign dealer, so to conform. Dealer agrees to
notify the Dealer Manager immediately if Dealer ceases to be a member in good
standing, or in the case of a foreign dealer, so to conform. The Dealer Manager
hereby agrees to abide by the Rules of Fair Practice of the NASD and to comply
with Rules 2730, 2740, 2420 and 2750 of the NASD Conduct Rules.

3

IX.      Anti-Money Laundering Compliance Programs

Dealer's acceptance of this Agreement constitutes a representation to the
Company and the Dealer Manager that Dealer has established and implemented
anti-money laundering compliance programs in accordance with proposed NASD Rule
3011 and Section 352 of the Money Laundering Abatement Act reasonably expected
to detect and cause the reporting of suspicious transactions in connection with
the sale of Shares of the Company.

X.       Limitation of Offer

Dealer will offer Shares only to persons who meet the financial
qualifications set forth in the Prospectus or in any suitability letter or
memorandum sent to it by the Company or the Dealer Manager and will only make
offers to persons in the states in which it is advised in writing that the
Shares are qualified for sale or that such qualification is not required. In
offering Shares, Dealer will comply with the provisions of the Rules of Fair
Practice set forth in the NASD Manual, as well as all other applicable rules and
regulations relating to suitability of investors, including without limitation,
the provisions of Article III.C. of the Statement of Policy Regarding Real
Estate Investment Trusts of the North American Securities Administrators
Association, Inc.

XI.      Termination

Dealer will suspend or terminate its offer and sale of Shares upon the
request of the Company or the Dealer Manager at any time and will resume its
offer and sale of Shares hereunder upon subsequent request of the Company or the
Dealer Manager. Any party may terminate this Agreement by written notice. Such
termination shall be effective 48 hours after the mailing of such notice. This
Agreement and the exhibits hereto are the entire agreement of the parties and
supersedes all prior agreements, if any, between the parties hereto.

This Agreement may be amended at any time by the Dealer Manager by
written notice to the Dealer, and any such amendment shall be deemed accepted by
Dealer upon placing an order for sale of Shares after he has received such
notice.

XII.     Privacy Laws

The Dealer Manager and Dealer (each referred to individually in this
section as "party") agree as follows:

A.       Each party agrees to abide by and comply with (i) the privacy
standards and requirements of the Gramm-Leach-Bliley Act of 1999 ("GLB Act"),
(ii) the privacy standards and requirements of any other applicable Federal or
state law, and (iii) its own internal privacy policies and procedures, each as
may be amended from time to time.

B.       Each party agrees to refrain from the use or disclosure of
nonpublic personal information (as defined under the GLB Act) of all customers
who have opted out of such disclosures except as necessary to service the
customers or as otherwise necessary or required by applicable law; and

C.       Each party shall be responsible for determining which customers
have opted out of the disclosure of nonpublic personal information by
periodically reviewing and, if necessary, retrieving a list of such customers
(the "List") as provided by each to identify customers that have exercised their
opt-out rights. In the event either party uses or discloses nonpublic personal
information of any customer for purposes other than servicing the customer, or
as otherwise required by applicable law, that party will

4

consult the List to determine whether the affected customer has exercised his or
her opt-out rights. Each party understands that each is prohibited from using or
disclosing any nonpublic personal information of any customer that is identified
on the List as having opted out of such disclosures.

XIII.    Notice

All notices will be in writing and will be duly given to the Dealer
Manager when mailed to 6200 The Corners Parkway, Suite 250, Atlanta, Georgia
30092, and to Dealer when mailed to the address specified by Dealer herein.

XIV.     Attorney's Fees and Applicable Law

In any action to enforce the provisions of this Agreement or to secure
damages for its breach, the prevailing party shall recover its costs and
reasonable attorney's fees. This Agreement shall be construed under the laws of
the State of Georgia and shall take effect when signed by Dealer and
countersigned by the Dealer Manager.

THE DEALER MANAGER:

WELLS INVESTMENT SECURITIES, INC.
Attest:

By: _____________________________              By:______________________________
Name:____________________________                    Leo F. Wells, III
Title: __________________________                    President

5

We have read the foregoing Agreement and we hereby accept and agree to the terms
and conditions therein set forth. We hereby represent that the list below of
jurisdictions in which we are registered or licensed as a broker or dealer and
are fully authorized to sell securities is true and correct, and we agree to
advise you of any change in such list during the term of this Agreement.

1.      Identity of Dealer:

Name:___________________________________________________________________________

Type of
entity:_________________________________________________________________________
(to be completed by Dealer) (corporation, partnership or proprietorship)

Organized in the State of: _____________________________________________________
(to be completed by Dealer)          (State)

Licensed as broker-dealer in the following
States:_________________________________________________________________________
(to be completed by Dealer)

Tax I.D. #:_____________________________________________________________________

2.      Person to receive notice pursuant to Section XI.

Name:___________________________________________________________________________

Company:________________________________________________________________________

Address:________________________________________________________________________

City, State and Zip Code:_______________________________________________________

Telephone No.:(_____)___________________________________________________________

Telefax No.:(_____)_____________________________________________________________

AGREED TO AND ACCEPTED BY THE DEALER:

__________________________________________
(Dealer's Firm Name)

By:_______________________________________
Signature

Title:____________________________________

6

EXHIBIT 1.2

FORM OF
WARRANT PURCHASE AGREEMENT

WELLS REAL ESTATE INVESTMENT TRUST, INC.

WARRANT PURCHASE AGREEMENT

__________, 2002

This Warrant Purchase Agreement (the "Agreement") is made by and between
Wells Real Estate Investment Trust, Inc., a Maryland corporation (the
"Company"), and Wells Investment Securities, Inc. (the "Warrantholder").

The Company hereby agrees to issue and sell, and the Warrantholder agrees
to purchase, for the total purchase price of $10,560, warrants as hereinafter
described (the "Soliciting Dealer Warrants") to purchase up to an aggregate of
13,200,000 Shares (subject to adjustment pursuant to Section 8 hereof) of the
Company's common stock, $.01 par value (the "Shares"). The Soliciting Dealer
Warrants are being purchased in connection with a public offering of an
aggregate of 330,000,000 Shares (the "Offering"), pursuant to that certain
Dealer Manager Agreement (the "Dealer Manager Agreement"), dated _________, 2002
between the Company and the Warrantholder as the Dealer Manager and a
representative of the Soliciting Dealers who may receive warrants.

The issuance of the Soliciting Dealer Warrants shall be made in book-entry
form only (until such time as the Company begins issuing certificates evidencing
its Soliciting Dealer Warrants which shall be no later than such time as the
Company begins issuing certificates for its Shares) on a quarterly basis
commencing 60 days after the date on which Shares are first sold pursuant to the
Offering and such issuances shall be subject to the terms and conditions set
forth in the Dealer Manager Agreement.

In consideration of the foregoing and for the purpose of defining the terms
and provisions of the Soliciting Dealer Warrants and the respective rights and
obligations thereunder, the Company and the Warrantholder, for value received,
hereby agree as follows:

1.   FORM AND TRANSFERABILITY OF SOLICITING DEALER WARRANTS.

(A)  REGISTRATION. The Soliciting Dealer Warrant(s) shall be registered on
the books of the Company (and upon issuance of certificates evidencing such
Soliciting Dealer Warrants, shall be numbered) when issued.

(B)  FORM OF SOLICITING DEALER WARRANTS. The text and form of the
Soliciting Dealer Warrant and of the Election to Purchase shall be substantially
as set forth in Exhibit "A" and Exhibit "B," respectively, attached hereto and
incorporated herein. The price per Share (the "Warrant Price") and the number of
Shares issuable upon exercise of the Soliciting Dealer Warrants are subject to
adjustment upon the occurrence of certain events, all as hereinafter provided.
The Soliciting Dealer Warrants shall be dated as of the date of signature
thereof by the Company either upon initial issuance or upon division, exchange,
substitution or transfer.

(C)  TRANSFER. The Soliciting Dealer Warrants shall be transferable only on
the books of the Company maintained at its principal office or that of its
designated transfer agent, if designated, upon delivery thereof duly endorsed by
the Warrantholder or by its duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or authority to
transfer. Upon any registration of transfer, the Company shall execute and
deliver a new Soliciting Dealer Warrant to the person entitled thereto.
Assignments or transfers shall be made pursuant to the form of Assignment
attached as Exhibit "C" hereto.

(D)  LIMITATIONS ON TRANSFER OF SOLICITING DEALER WARRANTS. The Soliciting
Dealer Warrants shall not be sold, transferred, assigned, exchanged or
hypothecated by the Warrantholder for a period of one year following the
effective date of the offering of the Company's shares of common stock, except
to: (i) one or more persons, each of whom on the date of transfer is an officer
and director or partner of a Warrantholder or an officer and director or partner
of a successor to a Warrantholder as provided in clause (iv) of this Subsection
(D); (ii) a partnership or partnerships, all of the partners of which are a
Warrantholder and one or more persons, each of whom on the date of transfer is
an officer and director of a Warrantholder or an officer and director or partner
of a successor to a Warrantholder; (iii) broker-dealer firms which have
executed, and are not then in default of, the Soliciting Dealer Agreement
regarding the Offering (the "Selling Group") and one or more persons, each of
whom on the date of transfer is an officer and director or partner of a member
of the Selling Group or an officer and director or partner of a successor to a
member of the Selling Group; (iv) a successor to a Warrantholder or a successor
to a member of the Selling Group through merger or consolidation; (v) a
purchaser of all or substantially all of a Warrantholder's or Selling Group
members' assets; or (vi) by will, pursuant to the laws of descent and
distribution, or by operation of law; provided, however, that any securities
transferred pursuant to clauses (i) through (vi) of this subsection (D) shall
remain subject to the transfer restrictions specified herein for the remainder
of the initially applicable one year time period. The Soliciting Dealer Warrant
may be divided or combined, upon written request to the Company by the
Warrantholder, into a certificate or certificates representing the right to
purchase the same aggregate number of shares.

Unless the context indicates otherwise, the term "Warrantholder" shall
include any transferee of the Soliciting Dealer Warrant pursuant to this
Subsection (D), and the term "Warrant" shall include any and all Soliciting
Dealer Warrants outstanding pursuant to this Agreement, including those
evidenced by a certificate or certificates issued upon division, exchange,
substitution or transfer pursuant to this Agreement.

(E)  EXCHANGE OR ASSIGNMENT OF SOLICITING DEALER WARRANT. Any Soliciting
Dealer Warrant certificate may be exchanged without expense for another
certificate or certificates entitling the Warrantholder to purchase a like
aggregate number of Shares as the certificate or certificates surrendered then
entitled such Warrantholder to purchase. Any Warrantholder desiring to exchange
Dealer Warrant certificate shall make such request in writing delivered to the
Company, and shall surrender, properly endorsed, the certificate evidencing the
Soliciting Dealer Warrant to be so exchanged. Thereupon, the Company shall
execute and deliver to the person entitled thereto a new Soliciting Dealer
Warrant certificate as so requested.

2

Any Warrantholder desiring to assign a Soliciting Dealer Warrant shall make
such request in writing delivered to the Company, and shall surrender, properly
endorsed, the certificate evidencing the Soliciting Dealer Warrant to be so
assigned, with an instrument of assignment duly executed accompanied by proper
evidence of assignment, succession or authority to transfer, and funds
sufficient to pay any transfer tax, whereupon the Company shall, without charge,
execute and deliver a new Soliciting Dealer Warrant certificate in the name of
the assignee named in such instrument of assignment and the original Soliciting
Dealer Warrant certificate shall promptly be cancelled.

2.   TERMS AND EXERCISE OF SOLICITING DEALER WARRANTS.

(A)  EXERCISE PERIOD. Subject to the terms of this Agreement, the
Warrantholder shall have the right to purchase one Share from the Company at a
price of $12 (120% of the public offering price per Share) during the time
period beginning one year from the effective date of the Offering and ending on
the date five years after the effective date of the Offering (the "Exercise
Period"), or if any such date is a day on which banking institutions are
authorized by law to close, then on the next succeeding day which shall not be
such a day, to purchase from the Company up to the number of fully paid and
nonassessable Shares which the Warrantholder may at the time be entitled to
purchase pursuant to the Soliciting Dealer Warrant, a form of which is attached
hereto as Exhibit "A."

(B)  METHOD OF EXERCISE. The Soliciting Dealer Warrant shall be exercised
by surrender to the Company, at its principal office in Atlanta, Georgia or at
the office of the Company's stock transfer agent, if any, or at such other
address as the Company may designate by notice in writing to the Warrantholder
at the address of the Warrantholder appearing on the books of the Company, of
the certificate evidencing the Soliciting Dealer Warrant to be exercised,
together with the form of Election to Purchase, included as Exhibit "B" hereto,
duly completed and signed, and upon payment to the Company of the Warrant Price
(as determined in accordance with the provisions of Sections 7 and 8 hereof),
for the number of Shares with respect to which such Soliciting Dealer Warrant is
then exercised together with all taxes applicable upon such exercise. Payment of
the aggregate Warrant Price shall be made in cash or by certified check or
cashier's check, payable to the order of the Company. A Soliciting Dealer
Warrant may not be exercised if the Shares to be issued upon the exercise of the
Soliciting Dealer Warrant have not been registered (or be exempt from
registration) in the state of residence of the holder of the Soliciting Dealer
Warrant or if a Prospectus required under the laws of such state cannot be
delivered to the buyer on behalf of the Company. In addition, holders of
Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrant to the
extent such exercise will cause them to exceed the ownership limits set forth in
the Company's Articles of Incorporation, as amended. If any Soliciting Dealer
Warrant has not been exercised by the end of the Exercise Period, it will
terminate and the Warrantholder will have no further rights thereunder.

(C)  PARTIAL EXERCISE. The Soliciting Dealer Warrants shall be exercisable,
at the election of the Warrantholder during the Exercise Period, either in full
or from time to time in part and, in the event that the Soliciting Dealer
Warrant is exercised with respect to less than all of the Shares specified
therein at any time prior to the completion of the Exercise Period, a new
certificate evidencing the remaining Soliciting Dealer Warrants shall be issued
by the Company.

3

(D)  SHARE ISSUANCE UPON EXERCISE. Upon such surrender of the Soliciting
Dealer Warrant certificate and payment of such Warrant Price as aforesaid, the
Company shall issue and cause to be delivered with all reasonable dispatch to
the Warrantholder in such name or names as the Warrantholder may designate in
writing, a certificate or certificates for the number of full Shares so
purchased upon the exercise of the Soliciting Dealer Warrant, together with
cash, as provided in Section 9 hereof, with respect to any fractional Shares
otherwise issuable upon such surrender. Such certificate or certificates shall
be deemed to have been issued and any person so designated to be named therein
shall be deemed to have become a holder of such Shares as of the close of
business on the date of the surrender of the Soliciting Dealer Warrant and
payment of the Warrant Price (as hereinafter defined), notwithstanding that the
certificates representing such Shares shall not actually have been delivered or
that the stock transfer books of the Company shall then be closed.

3.   MUTILATED OR MISSING SOLICITING DEALER WARRANT.

In case the certificate or certificates evidencing the Soliciting Dealer
Warrant shall be mutilated, lost, stolen or destroyed, the Company shall, at the
request of the Warrantholder, issue and deliver in exchange and substitution for
and upon cancellation of the mutilated certificate of certificates, or in lieu
of and in substitution for the certificate or certificates lost, stolen or
destroyed, a new Soliciting Dealer Warrant certificate or certificates of like
tenor and date and representing an equivalent right or interest, but only upon
receipt of evidence satisfactory to the Company of such loss, theft or
destruction of such Soliciting Dealer Warrant, and of reasonable bond of
indemnity, if requested, also satisfactory in form and amount and at the
applicant's cost.

4.   RESERVATION OF SHARES.

There has been reserved, and the Company shall at all times keep reserved
so long as the Soliciting Dealer Warrant remains outstanding, out of its
authorized Common Stock, such number of Shares as shall be subject to purchase
under the Soliciting Dealer Warrant.

5.   LEGEND ON SOLICITING DEALER WARRANT SHARES.

Each certificate for Shares initially issued upon exercise of the
Soliciting Dealer Warrant, unless at the time of exercise such Shares are
registered with the Securities and Exchange Commission (the "Commission"), under
the Securities Act of 1933, as amended (the "Act"), shall bear the following
legend:

NO SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THESE SHARES SHALL BE
MADE EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED.

4

Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution pursuant to a registration statement under the Act of
the securities represented thereby) shall also bear the above legend unless, in
the opinion of such counsel as shall be reasonably approved by the Company, the
securities represented thereby need no longer be subject to such restrictions.

6.   PAYMENT OF TAXES.

The Company shall pay all documentary stamp taxes, if any, attributable to
the initial issuance of the Shares; provided, however, that the Company shall
not be required to pay any tax or taxes which may be payable with respect to any
secondary transfer of the Soliciting Dealer Warrant or the Shares.

7.   WARRANT PRICE.

The price per Share at which Shares shall be purchasable on the exercise of
the Soliciting Dealer Warrant shall be $12 (the "Warrant Price").

8.   ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES.

The number and kind of securities purchasable upon the exercise of the
Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment
from time to time upon the happening of certain events, as follows:

(a)  In case the Company shall: (i) pay a dividend in Common Stock or make
a distribution in Common Stock; (ii) subdivide its outstanding Common Stock;
(iii) combine its outstanding Common Stock into a smaller number of shares of
Common Stock, or (iv) issue by reclassification of its Common Stock other
securities of the Company, the number and kind of securities purchasable upon
the exercise of the Soliciting Dealer Warrant immediately prior thereto shall be
adjusted so that the Warrantholder shall be entitled to receive the number and
kind of securities of the Company which it would have owned or would have been
entitled to receive after the happening of any of the events described above had
the Soliciting Dealer Warrant been exercised immediately prior to the happening
of such event or any record date with respect thereto. Any adjustment made
pursuant to this Subsection (a) shall become effective on the effective date of
such event retroactive to the record date, if any, for such event.

(b)  No adjustment in the number of securities purchasable hereunder shall
be required unless such adjustment would require an increase or decrease of at
least one percent (1%) in the number of securities (calculated to the nearest
full Share thereof) then purchasable upon the exercise of the Soliciting Dealer
Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number
of securities purchasable upon the exercise of the Soliciting Dealer Warrant on
the first date thereafter that the Soliciting Dealer Warrant becomes
exercisable; provided, however, that any adjustment which by reason of this
Subsection (b) is not required to be made immediately shall be carried forward
and taken into account in any subsequent adjustment.

5

(c)  Whenever the number of Shares purchasable upon the exercise of the
Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price
shall be adjusted by multiplying such Warrant Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the number of Shares
purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior
to such adjustment, and of which the denominator shall be the number of Shares
so purchasable immediately thereafter.

(d)  For the purpose of this Section 8, the term "Common Stock" shall mean:
(i) the class of stock designated as the Common Stock of the Company at the date
of this Agreement; or (ii) any other class of stock resulting from successive
changes or reclassification of such Common Stock consisting solely of changes in
par value, or from par value to no par value, or from no par value to par value.
In the event that at any time, as a result of an adjustment made pursuant to
this Section 8, the Warrantholder shall become entitled to purchase any shares
of the Company other than Common Stock, thereafter the number of such other
shares so purchasable upon the exercise of the Soliciting Dealer Warrant and the
Warrant Price shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions with respect to
the Shares contained in this Section 8.

(e)  Whenever the number of Shares and/or securities purchasable upon the
exercise of the Soliciting Dealer Warrant or the Warrant Price is adjusted as
herein provided, the Company shall cause to be promptly mailed to the
Warrantholder by first class mail, postage prepaid, notice of such adjustment
setting forth the number of Shares and/or securities purchasable upon the
exercise of the Soliciting Dealer Warrant or the Warrant Price after such
adjustment, a brief statement of the facts requiring such adjustment and the
computation by which such adjustment was made.

(f)  In case of any reclassification, capital reclassification, capital
reorganization or other change in the outstanding shares of Common Stock of the
Company (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of an issuance of Common Stock by
way of dividend or other distribution, or of a subdivision or combination of the
Common Stock), or in case of any consolidation or merger of the Company with or
into another corporation or entity (other than a merger with a subsidiary in
which merger the Company is the continuing corporation and which does not result
in any reclassification, capital reorganization or other change in the
outstanding shares of Common Stock of the Company) as a result of which the
holders of the Company's Common Stock become holders of other shares of
securities of the Company or of another corporation or entity, or such holders
receive cash or other assets, or in case of any sale or conveyance to another
corporation of the property, assets or business of the Company as an entirety or
substantially as an entirety, the Company or such successor or purchasing
corporation, as the case may be, shall execute with the Warrantholder an
agreement that the Warrantholder shall have the right thereafter upon payment
for the Warrant Price in effect immediately prior to such action to purchase
upon the exercise of the Soliciting Dealer Warrant the kind and number of
securities and property which it would have owned or have been entitled to have
received after the happening of such reclassification, capital reorganization,
change in the outstanding shares of shares of Common Stock of the Company,
consolidation, merger, sale or conveyance had the Soliciting Dealer Warrant been
exercised immediately prior to such action.

6

The agreement referred to in this Subsection (f) shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 8. The provisions of this Subsection
(f) shall similarly apply to successive reclassification, capital
reorganizations, changes in the outstanding shares of Common Stock of the
Company, consolidations, mergers, sales or conveyances.

(g)  Except as provided in this Section 8, no adjustment with respect to
any dividends shall be made during the term of the Soliciting Dealer Warrant or
upon the exercise of the Soliciting Dealer Warrant.

(h)  No adjustments shall be made in connection with the public sale and
issuance of the Shares pursuant to the Dealer Manager Agreement or the sale or
issuance of Shares upon the exercise of the Soliciting Dealer Warrant.

(i)  Irrespective of any adjustments in the Warrant Price or the number or
kind of securities purchasable upon the exercise of the Soliciting Dealer
Warrant, the Soliciting Dealer Warrant certificate or certificates theretofore
or thereafter issued may continue to express the same price or number or kind of
securities stated in the Soliciting Dealer Warrant initially issuable pursuant
to this Agreement.

9.   FRACTIONAL INTEREST.

The Company shall not be required to issue fractional Shares or securities
upon the exercise of the Soliciting Dealer Warrant. If any such fractional Share
would, except for the provisions of this Section 9, be issuable upon the
exercise of the Soliciting Dealer Warrant (or specified portion thereof), the
Company may, at its election, pay an amount in cash equal to the then current
market price multiplied by such fraction. For purposes of this Agreement, the
term "current market price" shall mean: (a) if the Shares are traded in the
over-the-counter market and not on the NASDAQ National Market ("NNM") or on any
national securities exchange, the average between the per share closing bid and
asked prices of the Shares for the 30 consecutive trading days immediately
preceding the date in questions, as reported by the NNM or an equivalent
generally accepted reporting service; or (b) if the Shares are traded on the NNM
or on a national securities exchange, the average for the 30 consecutive trading
days immediately preceding the date in question of the daily per share closing
prices of the Shares on the NNM or on the principal national stock exchange on
which it is listed, as the case may be. The closing price referred to in clause
(b) above shall be the last reported sales price or, in case no such reported
sale takes place on such day, the average of the reported closing bid and asked
prices on the NNM or on the principal national securities exchange on which the
Shares are then listed, as the case may be. If the Shares are not publicly
traded, then the "current market price" shall mean $10 for the first three years
following the termination of the Offering.

10.  NO RIGHTS AS STOCKHOLDER; NOTICES OF WARRANTHOLDER.

Nothing contained in this Agreement or in the Soliciting Dealer Warrant
shall be construed as conferring upon the Warrantholder or its transferee any
rights as a stockholder of the Company, either at law or in equity, including
the right to vote, receive dividends, consent or notices as a stockholder with
respect to any meeting of stockholders for the election of directors of the
Company or for any other matter.

7

11.  REGISTRATION OF SOLICITING DEALER WARRANTS AND SHARES PURCHASABLE
THEREUNDER.

The Shares purchasable under the Soliciting Dealer Warrants are being
registered as part of the Offering. The Company undertakes to make additional
filings with the Commission to the extent required to keep the Shares registered
through the Exercise Period.

12.  INDEMNIFICATION.

In the event of the filing of any registration statement with respect to
the Soliciting Dealer Warrants or the Shares pursuant to Section 11 above, the
Company and the Warrantholder (and/or selling Warrantholder or such holder of
Shares, as the case may be), shall agree to indemnify and hold harmless the
other to the same extent and in the same manner as provided in the Dealer
Manager Agreement.

13.  CONTRIBUTION.

In order to provide for just and equitable contribution under the Act in
any case in which: (a) the Warrantholder or any holder of Shares makes a claim
for indemnification pursuant to Section 12 hereof, but it is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right to appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 12 hereof
provide for indemnification in such case; or (b) contribution under the Act may
be required on the part of the Warrantholder or any holder of Shares, the
Company and the Warrantholder, or such holder of Shares, shall agree to
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject (which shall, for all purposes of this Agreement, including, but
not limited to, all costs of defense and investigation and all attorneys' fees),
in either such case (after contribution from others) on the basis of relative
fault as well as any other relevant equitable considerations in the same manner
as provided by the parties in the Dealer Manager Agreement.

14.  NOTICES.

Any notice given pursuant to this Agreement by the Company or by the
Warrantholder shall be in writing and shall be deemed to have been duly given if
delivered or mailed by certified mail, return receipt requested:

(a)  If to the Warrantholder, addressed to:

Wells Investment Securities, Inc.
Suite 250
6200 The Corners Parkway
Atlanta, Georgia 30092
Attention: Leo F. Wells, III

8

(b)  If to the Company, addressed to:

Wells Real Estate Investment Trust, Inc.
Suite 250
6200 The Corners Parkway
Atlanta, Georgia 30092
Attention: Douglas P. Williams

Each party hereto may, from time to time, change the address to which
notices to it are to be delivered or mailed hereunder by notice in accordance
herewith to the other party.

15.  PARTIES IN INTEREST.

Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company, the Warrantholder and, to the extent
expressed, any holder of Shares, any person controlling the Company or the
Warrantholder or any holder of Shares, directors of the Company, nominees for
directors (if any) named in the Prospectus, or officers of the Company who have
signed the registration statement, any legal or equitable right, remedy or claim
under this Agreement, and this Agreement shall be for the sole an exclusive
benefit of the aforementioned parties.

16.  SUCCESSORS.

All the covenants and provisions of this Agreement by or for the benefit of
the parties listed in Section 15 above shall bind and inure to the benefit of
their respective executors, administrators, successors and assigns hereunder;
provided, however, that the rights of the Warrantholder or holder of Shares
shall be assignable only to those persons and entities specified in Section 1,
Subsection (D) thereof, in which event such assignee shall be bound by each of
the terms and conditions of this Agreement.

17.  MERGER OR CONSOLIDATION OF THE COMPANY.

The Company shall not merge or consolidate with or into any other
corporation or sell all or substantially all of its property to another
corporation, unless it complies with the provisions of Section 8, Subsection (f)
thereof.

18.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

All statements contained in any schedule, exhibit, certificate or other
instrument delivered by or on behalf of the parties hereto, or in connection
with the transactions contemplated by this Agreement, shall be deemed to be
representations and warranties hereunder. Notwithstanding any investigations
made by or on behalf of the parties to this Agreement, all representations,
warranties and agreements made by the parties to this Agreement or pursuant
hereto shall survive.

9

19.  CHOICE OF LAW.

This Agreement and the rights of the parties hereunder shall be governed by
and construed in accordance with the laws of the State of Georgia, including all
matters of construction, validity, performance and enforcement, and without
giving effect to the principles of conflict of laws; provided, however, that
causes of action for violations of federal or state securities laws shall not be
governed by this Section.

20.  JURISDICTION.

The parties submit to the jurisdiction of the Courts of the State of
Georgia or a Federal Court impaneled in the State of Georgia for the resolution
of all legal disputes arising under the terms of this Agreement.

21.  ENTIRE AGREEMENT.

Except as provided herein, this Agreement, including exhibits, contains the
entire agreement of the parties, and supersedes all existing negotiations,
representations or agreements and all other oral, written or other
communications between them concerning the subject matter of this Agreement.

22.  SEVERABILITY.

If any provision of this Agreement is unenforceable, invalid or violates
applicable law, such provision shall be deemed stricken and shall not affect the
enforceability of any other provisions of this Agreement.

23.  CAPTIONS.

The captions in this Agreement are inserted only as a matter of convenience
and for reference and shall not be deemed to define, limit, enlarge or describe
the scope of this Agreement or the relationship of the parties, and shall not
affect this Agreement or the construction of any provisions herein.

24.  COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which shall together constitute one and
the same instrument.

10

IN WITNESS WHEREOF, the parties have caused this Warrant Purchase Agreement
to be duly executed as of __________, 2002.

Wells Real Estate Investment Trust, Inc.

By: ____________________________________
Douglas P. Williams
Executive Vice President

Wells Investment Securities, Inc.

By: ____________________________________
Leo F. Wells, III
President

11

EXHIBIT A

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SOLICITING DEALER WARRANT NO. ____

NO SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THIS WARRANT OR THE SHARES
PURCHASABLE HEREUNDER SHALL BE MADE EXCEPT PURSUANT TO REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED. TRANSFER OF THIS
WARRANT IS ALSO RESTRICTED BY THAT CERTAIN WARRANT PURCHASE AGREEMENT DATED AS
OF __________, 2002, A COPY OF WHICH IS AVAILABLE FROM THE ISSUER.

WARRANT TO PURCHASE SHARES OF COMMON STOCK OF
WELLS REAL ESTATE INVESTMENT TRUST, INC.

Exercisable commencing on __________, 2003
Void after 5:00 P.M. Eastern Standard Time on __________, 2007 (the
"Exercise Closing Date").

THIS CERTIFIES that, for value received, _____________________________ (the
"Warrantholder"), or registered assign, is entitled, subject to the terms and
conditions set forth in this Warrant (the "Warrant"), to purchase from Wells
Real Estate Investment Trust, Inc., a Maryland corporation (the "Company" and
the "Issuer"), such number of fully paid and nonassessable Shares of common
stock of the Company (the "Shares") as is reflected on the books of the Company
at any time during the period commencing on __________, 2003 and continuing up
to 5:00 P.M. eastern standard time on __________, 2007, at $12 per Share, and is
subject to all the terms thereof, including the limitations on transferability
as set forth in that certain Warrant Purchase Agreement between Wells Investment
Securities, Inc. and the Company dated __________, 2002.

THIS WARRANT may be exercised by the holder thereof, in whole or in part,
by the presentation and surrender of this Warrant with the form of Election to
Purchase duly executed, with signature(s) guaranteed, at the principal office of
the Company (or at such other address as the Company may designate by notice to
the holder hereof at the address of such holder appearing on the books of the
Company), and upon payment to the Company of the purchase price in cash or by
certified check or bank cashier's check. The Shares so purchased shall be deemed
to be issued to the holder hereof as the record owner of such Shares as of the
close of business on the date on which this Warrant shall have been surrendered
and payment made for such Shares. The Shares so purchased shall be registered to
the holder (and, if requested, certificates issued) promptly after this Warrant
shall have been so exercised and unless this Warrant has expired or has been
exercised, in full, a new Warrant identical in form, but representing the number
of Shares with respect to which this Warrant shall not have been exercised,
shall also be issued to the holder hereof.

NOTHING CONTAINED herein shall be construed to confer upon the holder of
this Warrant, as such, any of the rights as a Stockholder of the Company.

Wells Real Estate Investment Trust, Inc.

By: _____________________________________
Douglas P. Williams
Executive Vice President

EXHIBIT B

WELLS REAL ESTATE INVESTMENT TRUST, INC.
ELECTION TO PURCHASE
SOLICITING DEALER WARRANT

Wells Real Estate Investment Trust, Inc.
Suite 250
6200 The Corners Parkway
Atlanta, Georgia 30092

The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the attached Soliciting Dealer Warrant (the "Warrant") to
purchase thereunder _______ shares of the common stock of Wells Real Estate
Investment Trust, Inc. (the "Shares") pursuant to the terms and provisions of
the attached Warrant and hereby tenders $______________ ($12.00 per Share) in
payment of the actual exercise price thereof, and requests that the Shares be
issued in the name of

________________________________________________________________________________

(Please Print Name, Address and SSN or TIN of Stockholder below)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

and, if said number of Shares shall not be the total possible number of Shares
purchasable pursuant to the attached Warrant, that a new Warrant certificate for
the balance of the Shares purchasable under the attached Warrant certificate be
registered in the name of the undersigned Warrantholder or his assignee as
indicated below and delivered at the address stated below:

Dated: ___________________, 200_

Name of Warrantholder or Assignee: _____________________________________________
(Please Print)

Address: _______________________________________________________________________

Signature: _____________________________________________________________________

EXHIBIT C

WELLS REAL ESTATE INVESTMENT TRUST, INC.

SOLICITING DEALER WARRANT
ASSIGNMENT

(To be signed only upon assignment of the Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, transfers and
conveys unto: __________________________________________________________________
(Please Print Name, Address and SSN or TIN of Assignee Below)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

the attached Soliciting Dealer Warrant No. ____ (the "Warrant"), to purchase
Shares of common stock of Wells Real Estate Investment Trust, Inc. (the
"Company"), hereby irrevocably constituting and appointing the Company and/or
its transfer agent as its attorney to transfer said Warrant on the books of the
Company, with full power of substitution.

Dated: ______________, 200_

________________________________________
Signature of Registered Holder

________________________________________
Name of Registered Holder - Please Print

Signature Guaranteed:

__________________________

Note: The above signature must
correspond with the name as
written upon the face of the
attached Warrant certificate in
every particular respect, without
alteration, enlargement or any
change whatever, unless this
Warrant has previously been duly
assigned.

EXHIBIT 5.1

FORM OF OPINION OF HOLLAND & KNIGHT LLP
AS TO LEGALITY OF SECURITIES

[LETTERHEAD OF HOLLAND & KNIGHT LLP]

_______________, 2002

Wells Real Estate Investment Trust, Inc.
6200 The Corners Parkway, Suite 250
Atlanta, Georgia  30092

Re:      Wells Real Estate Investment Trust, Inc.
Registration Statement on Form S-11
Registration No. 333-85848

Ladies and Gentlemen:

We have acted as counsel to Wells Real Estate Investment Trust, Inc.
(the "Company"), a Maryland corporation, in connection with the public offering
and sale (the "Offering") of up to 330,000,000 shares of common stock, par value
$0.01 per share. The Shares are being registered with the Securities and
Exchange Commission (the "Commission") pursuant to a Registration Statement on
Form S-11 filed with the Commission on April 8, 2002 (as amended, the
"Registration Statement"). We are familiar with the documents and materials
relating to the Company relevant to this opinion.

In rendering our opinion, we have examined the following:

(i)      Amended and Restated Articles of Incorporation of the Company
dated as of July 1, 2000, as filed with the Department of
Assessments and Taxation of the State of Maryland on August
16, 2000, as amended to date;

(ii)     Bylaws of the Company, as amended to date;

(iii)    Registration Statement, including the Prospectus contained
therein as part of the Registration Statement;

(iv)     Certificate of good standing for the Company dated ________,
2002, issued by the Department of Assessments and Taxation of
the State of Maryland; and

(v)      Originals (or copies identified to our satisfaction) of such
other documents and records of the Company, together with
certificates of public officials and officers of the Company,
and such other documents, certificates, records and papers as
we have deemed necessary or appropriate for purposes of this
opinion.

Wells Real Estate Investment Trust, Inc.
__________________, 2002
Page 2

With respect to all of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to the originals of all documents submitted to
us as certified or reproduced copies.

Assuming the foregoing, based on our review of the relevant documents
and materials, and without further investigation, it is our opinion that:

1.       The Company has been duly organized and is validly existing
and in good standing under the laws of the State of Maryland.

2.       At such time as (i) the Registration Statement has become
effective with the Commission pursuant to the Securities Act
of 1933, as amended, (ii) the Shares have been validly and
properly issued by the Company pursuant to the Offering in the
form and containing the terms described in the Registration
Statement, and (iii) all legally required consents, approvals
and authorizations of governmental regulatory authorities have
been obtained, including without limitation, an appropriate
order of effectiveness of the Commission, the Shares, when
sold, will be legally issued, fully paid and non-assessable.

We hereby consent to the reference to our firm under the caption "Legal
Opinions" in the Prospectus that forms a part of the Registration Statement and
to the filing of this opinion as an exhibit to the Registration Statement. In
giving this consent, however, we do not thereby admit that we are an "expert"
within the meaning of the Securities Act of 1933, as amended, or that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules or regulations of the
Commission promulgated thereunder.

We undertake no obligation to update the opinions expressed herein at
any time after the date hereof. This opinion letter is solely for the
information and use of the addressee, and it may not be distributed, relied upon
for any purpose by any other person, quoted in whole or in part, or otherwise
reproduced in any document, or filed with any governmental agency without our
express written consent.

Sincerely yours,

HOLLAND & KNIGHT LLP

EXHIBIT 8.1

FORM OF OPINION OF HOLLAND & KNIGHT LLP
AS TO TAX MATTERS

[LETTERHEAD OF HOLLAND & KNIGHT LLP]

______________, 2002

Wells Real Estate Investment Trust, Inc.
6200 The Corners Parkway, Suite 250
Atlanta, Georgia 30092

Re:     Wells Real Estate Investment Trust, Inc.
Registration Statement on Form S-11
Registration No. 333-85848

Ladies and Gentlemen:

We have acted as counsel to Wells Real Estate Investment Trust, Inc., a
Maryland corporation (the "Company"), in connection with the registration of
330,000,000 shares of its common stock with the Securities and Exchange
Commission pursuant to a Registration Statement on Form S-11, Registration No.
333-85848 (as amended, the "Registration Statement"), which includes the
Company's Prospectus (as amended, the "Prospectus"). In connection therewith, we
have been asked to provide an opinion regarding certain federal income tax
matters related to the Company. Capitalized terms used in this letter and not
otherwise defined herein have the meaning set forth in the Prospectus.

The opinions set forth in this letter are based on relevant provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations thereunder (including proposed and temporary Regulations), and
interpretations of the foregoing as expressed in court decisions, legislative
history, and existing administrative rulings, policies and practices of the
Internal Revenue Service (the "Service"), including its practices and policies
indicated in private letter rulings (which rulings are not binding on the
Service except, in the case of each such ruling, with respect to the specific
taxpayer that receives such ruling), all as of the date hereof. These provisions
and interpretations are subject to change, which may or may not be retroactive
in effect, which changes could adversely affect the opinions rendered herein and
the tax consequences to the Company and investors in the Company's common stock.

In rendering this opinion, we have examined the following documents:
(1) the Registration Statement and the facts and descriptions set forth therein
of the Company and its investments, activities, operations and governance; (2)
the Company's Articles of Incorporation and Bylaws, each as amended to date, and
stock ownership information

Wells Real Estate Investment Trust, Inc.
______________, 2002
Page 2

provided by the Company; and (3) the Certificate of Limited Partnership and
Agreement of Limited Partnership of Wells Operating Partnership, L.P., each as
amended to date ("Wells OP").The opinions set forth in this letter also are
premised on certain additional information and representations through
consultation with officers of the Company, including those contained in the
Company's management representation certificate to us dated June __, 2002 (the
"Management Representation Certificate"), and the Company's accountants
regarding certain facts and other matters (including among other things,
representations as to the Company's stock ownership, assets, acquisitions,
revenues, and distributions) as are germane to the determination that the
Company has been and will be owned and operated in such a manner that the
Company has and will continue to satisfy the requirements for qualification as a
REIT under the Code.

We have made such factual and legal inquiries, including the procedures
described above and examination of the documents set forth above, as we have
deemed necessary or appropriate for purposes of our opinion. For purposes of
rendering our opinion, however, we have not made an independent investigation or
audit of the facts set forth in the above-referenced documents, including the
Registration Statement and the Management Representation Certificate. We
consequently have relied upon the representation in the Management
Representation Certificate that the information presented therein and in other
documents or otherwise furnished to us, is accurate.

In our review, we have assumed, with your consent, that all of the
information representations and statements set forth in the documents that we
reviewed (including, without limitation, the Management Representation
Certificate) are accurate, true and correct, and each of the obligations imposed
by any such document on the parties thereto, including obligations imposed under
the Articles of Incorporation and Bylaws of the Company and the Wells OP
Partnership Agreement, have been and will be performed or satisfied in
accordance with their terms, except as specifically set forth otherwise in the
Management Representation Certificate. Moreover, we have assumed that the
Company and Wells OP have been and will continue to be operated in the manner
described in the corporate or partnership organizational documents and in the
Prospectus. We assume for the purposes of this opinion that each of the Company
and Wells OP is validly organized and duly incorporated or organized under the
laws of the jurisdiction of such incorporation or organization. We also have
assumed the genuineness of all signatures, the proper execution of all
documents, the authenticity of all documents submitted to us as originals, the
conformity to originals of documents submitted to us as copies, and the
authenticity of the originals from which any copies were made.

Based upon, subject to, and limited by the assumptions and
qualifications set forth herein, in the discussion in the Prospectus under the
caption "Federal Income Tax Considerations" (which is incorporated herein by
reference), and the discussion herein, we are of the following opinions as of
the date hereof:

Wells Real Estate Investment Trust, Inc.
______________, 2002
Page 3

1. It is more likely than not that the Company was organized and has
operated in conformity with the requirements for qualification and taxation as a
real estate investment trust ("REIT") pursuant to Sections 856 through 860 of
the Code for its taxable year ended December 31, 2001, and the continued
operation of the Company in a manner consistent with the statements made in the
Management Representation Certificate and the requirements for REIT
qualification as described in the Prospectus will more likely than not enable
the Company to continue to meet the requirements for qualification and taxation
as a REIT.

2. The descriptions of the law and the legal conclusions contained in
the Prospectus under the caption "Federal Income Tax Considerations" are correct
in all material respects, and the discussion thereunder fairly summarizes the
federal income tax considerations that are likely to be considered material to a
holder of the Company's common stock.

We assume no obligation to advise you of any changes in our opinion
subsequent to the delivery of this opinion letter, and we do not undertake to
update this opinion letter. The Company's qualification and taxation as a REIT
depends upon the Company's ability to meet on a continuing basis, through actual
annual operating and other results, the various requirements under the Code
described in the Prospectus with regard to, among other things, the sources of
its gross income, the composition of its assets, the level and timing of its
distributions to stockholders and the diversity of its stock ownership. Holland
& Knight LLP will not review the Company's compliance with these requirements on
a continuing basis. Accordingly, no assurance can be given that the actual
results of the operations of the Company and Wells OP, the sources of their
income, the nature of their assets, the level and timing of the Company's
distributions to stockholders and the diversity of its stock ownership for any
given taxable year will satisfy the requirements under the Code for
qualification and taxation of the Company as a REIT. In addition, as noted
above, our opinions are based solely on the documents that we have examined, the
additional information that we have obtained, and the representations that have
been made to us, and cannot be relied upon if any of the facts contained in such
documents or in such additional information is, or later becomes, inaccurate or
if any of the representations made to us is, or later becomes, inaccurate.

We also note that an opinion of counsel merely represents counsel's
best judgment with respect to the probable outcome on the merits and is not
binding on the Service or the courts. In certain instances with respect to
matters for which there is no relevant authority, including the effect of
certain transfer restrictions on the ability of the Company to satisfy the
requirement for REIT qualification that its shares be transferable, our opinion
is based on authorities which we have considered to be analogous even though
certain such authorities have been rendered obsolete for unrelated reasons by
subsequent authorities. There can be

Wells Real Estate Investment Trust, Inc.
______________, 2002
Page 4

no assurance that positions contrary to our opinions will not be taken by the
Service, or that a court considering the issues would not hold contrary to our
opinions.

We undertake no obligation to update the opinions expressed herein at
any time after the date hereof. This opinion letter has been prepared solely for
your use in connection with the filing of the Registration Statement on the date
of this opinion letter and should not be quoted in whole or in part or otherwise
referred to, nor filed with or furnished to any governmental agency or other
person or entity, without the prior written consent of this firm.

We hereby consent to the filing of our opinion as an exhibit to the
Registration Statement and to the use of the name of our firm in the
Registration Statement. In giving this consent, however, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended, or that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
or regulations of the Securities and Exchange Commission promulgated thereunder.

Sincerely yours,

HOLLAND & KNIGHT LLP

EXHIBIT 8.2

FORM OF OPINION OF HOLLAND & KNIGHT LLP
AS TO ERISA MATTERS

[LETTERHEAD OF HOLLAND & KNIGHT LLP]

_________________, 2002

Wells Real Estate Investment Trust, Inc.
6200 The Corners Parkway, Suite 250
Atlanta, Georgia  30092

Re:  Wells Real Estate Investment Trust, Inc.
Registration Statement on Form S-11
Registration No. 333-85848

Ladies and Gentlemen:

We have acted as counsel to Wells Real Estate Investment Trust, Inc. (the
"Company"), a Maryland corporation which has elected to be taxed as a real
estate investment trust ("REIT") for federal income tax purposes, in connection
with the registration of 330,000,000 shares of its common stock (the "Shares")
with the Securities and Exchange Commission pursuant to a Registration Statement
on Form S-11, Registration No. 333-85848 (as amended, the "Registration
Statement"), which includes the Company's Prospectus (as amended, the
"Prospectus"). In connection therewith, we have been asked to provide an opinion
as to whether, pursuant to the Employee Retirement Income Security Act of 1974,
as amended, 29 U.S.C. (S)(S) 1001-1461 ("ERISA"), the assets of the Company
will be treated as the assets of an employee benefit plan which purchases
Shares.

In rendering this opinion, we have reviewed the Registration Statement and
the Prospectus included therein and the Company's Articles of Incorporation and
Bylaws, each as amended to date. We have assumed the authenticity of the
documents provided and have not attempted to verify independently any factual
information.

Based on and subject to the foregoing, we are of the following opinions as
of the date hereof:

1.   Assuming that the offering of Shares takes place as described in the
Registration Statement, the Shares will more likely than not constitute
"publicly-offered securities," as that term is used in regulations promulgated
by the U.S. Department of Labor (the "Department") and codified at 29 C.F.R.
(S) 2510.3-101. Accordingly, pursuant to and based upon the authority of such
regulations, and again assuming that the offering of the Shares takes place as
described in the Registration Statement, it is our opinion that it is more
likely than not that, for purposes of ERISA, the assets of the Company will not
be considered to be assets of any employee benefit plan purchasing Shares.

2.   The descriptions of the law and the legal conclusions contained in the
Prospectus under captions "Risk Factors - Retirement Plan Risks" and "ERISA
Considerations" are correct in all material respects, and the discussion
thereunder fairly summarizes the state of relevant law currently in effect with
respect to an investment in Shares by employee benefit plans.

Wells Real Estate Investment Trust, Inc.
_____________, 2002
Page 2

______________________________

These opinions are based on existing law which is, to a large extent, the
result of regulations and administrative interpretations issued by the
Department. No assurance can be given that Department opinions or judicial
decisions will not be rendered in the future which would modify the conclusions
expressed in this opinion letter. We assume no obligation to advise you of any
changes in our opinions subsequent to the delivery of this opinion letter, and
we do not undertake to update this opinion letter.

The Company's qualification for the "publicly-offered securities" exemption
under the Department's regulations also depends upon the Company's ability to
meet on a continuing basis the various requirements under the regulations
described in the Prospectus. Holland & Knight LLP will not review the Company's
compliance with these requirements on a continuing basis.

Accordingly, no assurance can be given that the actual ownership of the
Company for any given year will satisfy the requirements under ERISA and the
Department's regulations for qualification for the above exemption. In addition,
as noted above, our opinions are based solely on the documents that we have
examined, the additional information that we have obtained, and the
representations that have been made to us, and cannot be relied upon if any of
the facts contained in such documents or in such additional information is, or
later becomes, inaccurate or if any of the representations made to us is, or
later becomes, inaccurate.

Further, an opinion of counsel merely represents counsel's best judgment
with respect to the probable outcome on the merits and is not binding on the
Department or the courts. In certain instances with respect to matters for which
there is no relevant authority, including the effect of certain transfer
restrictions on the ability of the Company to satisfy the requirements for
qualification that its shares be freely transferable, our opinion is based on
authorities which we have considered to be analogous even though certain such
authorities have been rendered obsolete for unrelated reasons by subsequent
authorities. There can be no assurance that positions contrary to our opinions
will not be taken by the Department, or that a court considering the issues
would not hold contrary to our opinions.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm in the
Registration Statement. In giving this consent, however, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended, or that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
or regulations of the Securities and Exchange Commission promulgated thereunder.

This opinion letter is solely for the information and use of the addressee,
and it may not be distributed, relied upon for any other purpose by any other
person, quoted in whole or in part, or otherwise reproduced in any document, or
filed with any governmental agency without our express written consent.

Sincerely yours,

HOLLAND & KNIGHT LLP

EXHIBIT 10.66

PURCHASE AND SALE AGREEMENT FOR THE EXPERIAN/TRW BUILDINGS

PURCHASE AND SALE AGREEMENT

ALLEN OFFICE INVESTMENT LIMITED
PARTNERSHIP, SELLER

and

WELLS CAPITAL, INC., BUYER

INDEX TO

PURCHASE AND SALE AGREEMENT

1.   Property Included in Sale ...........................................    1

2.   Purchase Price/Remedies .............................................    2

3.   Title to the Property ...............................................    3

4.   Buyer's Due Diligence ...............................................    3

5.   Buyer's Conditions to Closing .......................................    6

6.   Seller's Conditions to Closing ......................................    7

7.   The Closing .........................................................    8

8.   Representations and Warranties ......................................   11

9.   Condition of Property ...............................................   13

10.  Possession ..........................................................   15

11.  Tax-Deferred Exchange ...............................................   15

12.  Seller's Covenants ..................................................   15

13.  Miscellaneous .......................................................   16

EXHIBITS
--------

A        Legal
B        Existing Reports
C        Non-Foreign Certification
D        Notice to Tenant
E        Deed
F        Assignment and Assumption of Lessor's Interest in Leases
G        Bill of Sale
H        ADD General Assignment of Intangibles
I        Assignment and Assumption of Real Estate Purchase and Sale Agreement
J        Due Diligence Checklist
K        Credit Tenant Estoppel
L        Pending Litigation

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (the "Agreement"), is made as of the 18th
day of March, 2002, (the "Agreement Date") by and between ALLEN OFFICE
INVESTMENT LIMITED PARTNERSHIP, a Texas limited partnership, herein referred to
as "Seller" and WELLS CAPITAL, INC., a Georgia corporation, herein referred to
as "Buyer."

R E C I T A L S:

WHEREAS, Seller desires to sell certain improved real property along with
certain related personal and intangible property, and Buyer desires to purchase
said real, personal and intangible property on the terms and conditions set
forth herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual
undertakings set forth herein, and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Buyer and Seller
hereby agree as follows:

1.   Property Included in Sale. Seller hereby agrees to sell and convey to
Buyer, and Buyer hereby agrees to purchase from Seller, the following:

(a) that certain tract or parcel of land located in Collin County,
Texas commonly known as 601 Experian Parkway, Allen, Texas, and more
particularly described in Exhibit A attached hereto (the "Land"), together with
Seller's interest in all rights, privileges and easements appurtenant to the
Land, including, without limitation, all minerals, oil, gas and other
hydrocarbon substances as well as all development rights, air rights, water,
water rights (and water stock, if any) relating to the Real Property and any
easements, rights-of-way or other appurtenances used in connection with the
beneficial use and enjoyment thereof (all such items, together with the Land,
the "Real Property");

(b) The building(s) (if one or more than one, the "Building"), all
other improvements and fixtures located on the Real Property, and all apparatus,
equipment and appliances used in connection with the operation or occupancy of
the Real Property (except such apparatus, equipment and appliances owned by the
Credit Tenant under the Credit Lease (both defined below) (all of which are
collectively referred to as the "Improvements");

(c) Any tangible or intangible personal property, if any, owned by
Seller and used in the ownership, use and operation of the Real Property and
Improvements (the "Personal Property");

(d) all of Seller's rights under all permits and licenses, zoning
approvals, certificates of occupancy, warranties, lien waivers, contracts,
utility arrangements and other documents and agreements relating to the
development, construction, ownership, operation and occupancy of the Property
(collectively as the "Intangible Property"); and

(e)  any contract or lease rights, or other rights relating to the
ownership, use and operation of the Real Property including, but not limited to,
that certain Lease Agreement with Experian Information Solutions, Inc., an Ohio
corporation, successor-in-interest to TRW, Inc., an Ohio corporation ("Credit
Tenant") dated as of April 15, 1993, and Lease Amendment dated March 10, 1995,
and Assignment of Tenant's Interest in Lease (undated) (collectively, the
"Credit Lease").

All of the items referred to in subparagraphs (a), (b), (c), (d) and
(e) above are hereinafter collectively referred to as the "Property."

2.   Purchase Price/Remedies.

(a)  The total purchase price (the "Purchase Price") for the Property
is Thirty-Five Million Three Hundred Fifty Thousand Dollars ($35,350,000.00).
The Purchase Price (subject to adjustments and prorations as contemplated
hereby) will be paid by wire transfer of immediately available funds in U.S.
dollars via the federal bank wire transfer system to First American Title
Insurance Company, Attn: Mary Lou Kennedy, 30 North LaSalle Street, Suite 310,
Chicago, Illinois 60602 (telephone: 312/917-7202; fax: 312/553-0480) (the "Title
Company") at Closing.

(b)  Within three (3) business days of the Agreement Date, Buyer shall
deposit into escrow with the Title Company the sum of $350,000.00 as the earnest
money deposit (the "Deposit"). Any interest earned by the Deposit shall be
considered part of the Deposit. Except as otherwise provided in this Agreement,
the Deposit shall be held by the Title Company in a federally insured interest
bearing account and applied against the cash portion of the Purchase Price at
Closing or otherwise as specified in paragraphs 2(c) or (d) below, as
applicable.

(c)  In the event Buyer should fail to consummate this Agreement for
any reason except Seller's default or the termination of this Agreement by Buyer
or Seller pursuant to a right to do so under the terms and provisions hereof,
then Seller, as its sole and exclusive remedy, may terminate this Agreement by
notifying Buyer thereof and receive the Deposit as liquidated damages and not as
a penalty. Buyer and Seller hereby agree that Seller will be damaged by the
failure of Buyer to consummate this Agreement except for the reasons stated
above. Therefore, Seller and Buyer hereby agree (i) that the Seller shall be
released from its obligations hereunder, except as otherwise provided in
paragraph 13(b), and the Deposit shall represent and be liquidated damages
payable to Seller in such event as a fair and reasonable sum to recompense
Seller in light of Seller's removal of the Property from the market and the
costs incurred, labor and services performed and the loss of its bargain, all of
which are difficult to ascertain and (ii) that such liquidated damages shall
constitute Seller's sole and exclusive remedy for a default by Buyer hereunder.
Upon any such termination, except as otherwise specifically provided in
paragraphs 4 and 13(b) hereof, neither Seller nor Buyer shall thereafter have
any further rights or obligations under this Agreement.

(d)  In the event that Seller shall fail to consummate this Agreement
for any reason, except Buyer's default or a termination of this Agreement by
Buyer or Seller pursuant to a right to do so under the provisions hereof, Buyer,
as its sole remedy, may either (I) terminate this

2

Agreement and receive a refund of the Deposit and in the event of such
termination neither party shall have any further rights of obligation hereunder
except as otherwise specifically provided in paragraphs 4 and 13(b) hereof or
(ii) enforce an action against Seller for specific performance; provided that if
the remedy of specific performance is unavailable, then in addition to the
return of the Deposit to Buyer, Buyer shall also be entitled to receive
reimbursement of its out-of-pocket costs, as evidenced by appropriate supporting
documentation, not to exceed $50,000.00. Except as otherwise specifically
provided in the preceding sentence, Seller shall not be liable to Buyer for any
actual, punitive, speculative, consequential or other damages.

3.   Title to the Property. At the Closing, Seller shall convey to Buyer
and Buyer shall accept marketable and insurable fee simple title to the Real
Property, all rights, privileges and easements appurtenant thereto, and to the
Improvements, by duly executed and acknowledged Special Warranty Deed in the
form attached hereto as Exhibit E (the "Deed"). Evidence of delivery of
insurable fee simple title shall be the issuance of a current TLTA Owner's
Policy of Title Insurance (the "Title Policy"), in the full amount of the
Purchase Price, in form and substance acceptable to Buyer in accordance
herewith, by the Title Company, insuring fee simple title to the Real Property,
Improvements, and appurtenant rights, privileges and easements, in the Buyer.

4.   Buyer's Due Diligence. Buyer shall be allowed to conduct the following
due diligence prior to purchasing the Property:

(a)  Buyer's review of title to the Property as shown on an existing
title policy and updated title commitment (the "Title Commitment") from the
Title Company, showing fee simple title to the Property in Seller and committing
to issue to Buyer the owner's title policy called for under paragraph 5(f) of
this Agreement, such Title Commitment to specify all easements, liens,
encumbrances, restrictions, conditions or covenants with respect to the
Property; and including copies of all documents referred to as exceptions to
title in the Title Commitment and an existing as-built survey showing the
location of all improvements and recorded easements on the Property (the
"Survey"), all of which shall be delivered by Seller with the other Due
Diligence Items. Within ten (10) business days after Buyer's receipt of the
Title Commitment and Survey (the "Title Documents"), Buyer may approve or
disapprove (in its sole and absolute discretion) the Title Documents for the
Property by delivering written notice to Seller ("Buyer's Title Notice")
specifying each title defect or matter for which Buyer is requesting a cure by
Seller ("Title Defect"). If Buyer fails to deliver Buyer's Title Notice to
Seller within the time period specified above, there shall be a conclusive
presumption that Buyer has disapproved the Title Documents and this Agreement
shall be terminated except as otherwise provided in paragraphs 4 and 13(b).
Within five (5) business days after receiving Buyer's Title Notice, Seller shall
deliver to Buyer written notice ("Seller's Title Notice") of those Title Defects
which Seller covenants and agrees to either eliminate or cure to Buyer's
satisfaction by the Closing Date. Seller's failure to deliver Seller's Title
Notice to Buyer within the time period specified above shall be deemed to
constitute Seller's election not to eliminate or cure any such Title Defect or
to satisfy any such Title Requirements. If Seller elects not to eliminate or
cure any Title Defects other than the Monetary Objections (which Seller shall be
obligated to cure and satisfy), the Buyer shall have the right, by written
notice delivered to Seller within five (5) business days of

3

Seller's Title Notice to either (i) waive its prior notice as to the Title
Defects which Seller has elected not to cure, or (ii) terminate this Agreement
as provided later in this section.

Notwithstanding anything to the contrary contained in subsection
4(a)above, Seller shall be obligated to cure and/or satisfy or cause to be
deleted as an exception to title: (x) any of the following exceptions and
encumbrances to the title to the Property as may be disclosed by the Title
Commitment, all of which shall be referred to herein as "Monetary Objections":
any deed of trust, mortgage, or other security title, assignment of leases,
negative pledge, financing statement or similar security instrument encumbering
all or any portion of the Property put on the Property by Seller.

Buyer shall order an updated Survey promptly upon execution of this
agreement. If the updated Survey is not delivered prior to the Approval Date,
then Buyer shall have an additional five (5) days after receipt of the updated
survey to provide Buyer's Title Notice and the Approval Date shall be extended
for this purpose solely as to the review of title and Survey, but not as to any
other Due Diligence Items.

(b)  Buyer's review of the Credit Lease.

(c)  Buyer's review of all environmental reports prepared for Seller
described in Exhibit B and any other environmental, engineering or structural
reports, if any, currently in the possession of Seller listed as in Exhibit J
hereto ("Existing Reports"). Seller is providing the Existing Reports to Buyer
for informational purposes only and Buyer shall not rely on such reports in
determining whether to purchase the Property. In the event the transaction
contemplated herein does not close for any reason whatsoever, Buyer shall
immediately return Existing Reports to Seller.

(d)  existing surveys, plans and specifications of the Building or
other Improvements, in Seller's possession.

(e)  copies of warranties for services and materials provided to the
Property, in Seller's possession.

(f)  copies of licenses, permits, including, specifically, the
certificates of occupancy for the Building and Credit Tenant space, in Seller's
possession.

(g)  a copy of the Ad Valorem Tax Abatement and the Sales Tax
Abatement and Joinder to the Ad Valorem Tax Abatement and the Sales Tax
Abatement identified as an "Operative Document" in the Tax Indemnity Agreement
attached as Exhibit C to the Assignment of Tenant's Interest in Lease (to the
Credit Lease) dated March 10, 1996.

The items listed on Exhibit J and those items referred to above in
subparagraphs 4(a)-(g) and any other items provided by Seller to Buyer before or
after the Delivery Date as hereinafter defined, shall be collectively referred
to as the "Due Diligence Items." Seller agrees to provide the Due Diligence
Items on a date (the "Delivery Date") which is within five (5)

4

business days after the Agreement Date. Buyer acknowledges that the Credit
Lease, as amended, and the Environmental Indemnity were delivered prior to the
Agreement Date.

(h)  Buyer's review of the physical and environmental characteristics
and condition of the Property. Subject to the terms of the Credit Lease, Seller
shall provide Buyer, its agents, representatives, consultants, contractors and
employees access to the Property following the Agreement Date for the purpose of
performing, at Buyer's sole cost and expense, non-invasive studies, physical
inspections, investigations and tests on the Property (the "Tests") provided
that no such tests shall be conducted without at least two (2) business days
prior written notice to Seller and as to any Tests which are invasive in nature,
Seller's prior written approval of such Tests. Buyer's access is further
conditioned on Buyer providing Seller with certificates of insurance listing
Seller as an additional insured on all applicable insurance policies evidencing
that Buyer's agents or contractors performing said Tests have insurance in types
and amounts satisfactory to Seller as determined by Seller in its reasonable
discretion. Limits shall be deemed reasonable if amounts are at least:

Type                              Limits

Worker's Compensation Employer's Liability       $ Statutory

General Liability                                $1,000,000/occurrence
$1,000,000/aggregate

Automobile Liability                             $1,000,000/occurrence
$1,000,000/aggregate

Professional Liability                           $1,000,000/occurrence
$1,000,000/aggregate

Pollution Liability                              $1,000,000/occurrence
$1,000,000/aggregate

Buyer shall be required to conduct such Tests in a manner as to not unreasonably
disturb or interfere with the current use of the Property and upon completion of
such Tests, Buyer agrees at its sole cost to restore the Property to
substantially the condition it was in immediately prior to such Tests,
including, but not limited to the prompt removal of anything placed on the
Property in connection with such Tests.

BUYER SHALL INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY SATISFACTORY TO SELLER),
PROTECT, AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS,
COST, DAMAGE, OR EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS'
FEES AND COSTS ACTUALLY INCURRED, BUT SPECIFICALLY EXCLUDING ANY CONSEQUENTIAL,
SPECIAL OR PUNITIVE DAMAGES) WHICH SELLER SUSTAINS OR INCURS BY REASON OF OR IN
CONNECTION WITH ANY TESTS

5

MADE BY BUYER OR BUYER'S AGENTS OR CONTRACTORS RELATING TO OR IN CONNECTION WITH
THE PROPERTY, OR ENTRIES BY BUYER OR ITS AGENTS OR CONTRACTORS ONTO THE
PROPERTY. Notwithstanding any provision to the contrary in this Agreement, the
aforesaid indemnity obligations of Buyer under this Agreement shall survive any
termination of this Agreement or any transfer pursuant to this Agreement for a
period of one year. Provided, however, Buyer shall not be liable for any losses
or liabilities resulting from Buyer's investigations uncovering the existence of
any environmental contamination or any other defects or conditions that
adversely impact the Property, except to the extent that Buyer's investigations
exacerbate such conditions.

Seller agrees that in the event Buyer determines (such determination
to be made in Buyer's sole and absolute discretion) that the Property is not
suitable for its purposes, Buyer shall have the right to terminate this
Agreement by giving written notice thereof to Seller on or before 5:00 p.m.
Central Time on the date which is thirty (30) days following the later of (a)
the Agreement Date, or (b) the Delivery Date (the "Approval Date"). If Buyer
disapproves any of the Due Diligence Items or the physical and environmental
condition of the Property or otherwise determines in its sole discretion that
the Property is unsuitable for any reason, by providing Seller with written
notice, this Agreement shall terminate without any liability on the part of
either party, except as otherwise specifically provided in paragraphs 4 and
13(b) hereof. In the event of such termination, the Deposit shall be returned to
Buyer and thereafter, Buyer shall return to Seller all Due Diligence Items and
destroy any copies of same. If by 5:00 p.m. Central Time on the Approval Date
Buyer approves of the Due Diligence Items and the physical and environmental
condition of the Property by providing Seller with written notice, then this
Agreement shall remain in full force and effect (subject to the terms and
conditions hereof) and the Deposit shall be held and released by the Title
Company or credited against the Purchase Price as provided herein. If by 5:00
p.m. Central Time on the Approval Date Buyer does not waive or deem satisfied in
writing the Due Diligence Items and the physical and environmental condition of
the Property, there shall be a conclusive presumption that Buyer has approved
the Due Diligence Items and the physical and environmental condition of the
Property, this Agreement shall remain in full force and effect, and the Deposit
shall be held by the Title Company and credited to the Purchase Price or
otherwise released as provided herein.

5.  Buyer's Conditions to Closing. The following conditions are conditions
precedent to Buyer's obligation to purchase the Property:

(a) In the event that, prior to Closing, the Property, or any part
thereof, is destroyed or materially damaged, and such damage exceeds
$500,000.00, or if condemnation proceedings are commenced against the Property,
Buyer shall have the right, exercisable by giving notice of such decision to
Seller within ten (10) business days after receiving written notice of such
damage, destruction or condemnation proceedings, to terminate this Agreement, in
which case, the Deposit shall be returned to Buyer, and thereafter, the
Agreement shall terminate and neither party shall have any further rights or
obligations hereunder except as otherwise specifically provided in paragraphs 4
and 13(b) hereof. In the event the casualty damage to the Property is
$500,000.00 or less, Buyer shall accept the Property in its then condition and
proceed with the purchase with no reduction, offset or abatement of the Purchase
Price; provided that if Buyer

6

elects to accept the Property in its then condition (or is deemed to have
accepted the Property), all proceeds of insurance or condemnation awards paid or
payable to Seller by reason of such damage, destruction or condemnation shall be
paid or assigned to Buyer, together with the full amount of any deductible or if
the insurance is provided by self-insurance as provided in the Credit Lease,
Buyer shall receive such amount as would otherwise be available if third party
insurance coverage had been provided, subject to the rights of the Credit Tenant
to such proceeds or awards under the Credit Lease.

(b) Seller shall have made all of the deliveries required to be made by
Seller as set forth in Section 7(b) hereof below.

(c) Delivery by Seller on or before Closing of a Credit Tenant estoppel
certificate substantially in the form attached hereto and marked Exhibit K,
dated no earlier than thirty (30) days prior to the Closing Date.

(d) Performance by Seller as and when required by this Agreement of
each and every term, covenant, condition and agreement required to be performed
by Seller pursuant to this Agreement prior to Closing.

(e) Delivery of the Owner's Title Policy insuring marketable fee
simple title to the Buyer, in for and substance acceptable to Buyer without
exception accept as approved by Buyer in accordance with paragraph 4(a) hereof;

(f) All of Seller's representations and warranties as set forth in
paragraph 8(a) below shall be true and correct and unmodified.

In the event that the conditions set forth above in this paragraph 5
are not satisfied (and Buyer is not otherwise in default of this Agreement),
Buyer may elect to terminate this Agreement or waive satisfaction of the
condition and close escrow in either instance by giving written notice to
Seller. In the event of such termination, the Deposit shall be returned to Buyer
and thereafter the parties shall have no further rights or obligations hereunder
except as otherwise specifically provided in paragraphs 4 and 13(b) hereof;
provided that if the conditions are not satisfied as a result of a default by
Seller hereunder then Buyer shall be entitled to the remedies for a Seller's
default as set forth in Section 2(d) hereof.

6.  Seller's Conditions to Closing.  The following conditions are conditions
precedent to Seller's obligation to sell the Property:

(a) The approval of Seller's Investment Committee, which approval
Seller agrees to seek within twelve (12) business days after the Agreement Date.
If for any reason Seller's Investment Committee does not approve this Agreement
or the transaction contemplated herein, the Title Company shall return the
Deposit to Buyer, this Agreement shall terminate and thereafter neither party
shall have any further obligations or rights hereunder except as specifically
otherwise provided in paragraphs 4 and 13(b) hereof.

7

(b) Delivery by Buyer at Closing of the Purchase Price (adjusted as
contemplated hereby) and the executed Assignment and Assumption of Leases in the
form attached hereto as Exhibit F.

(c) Performance by Buyer as and when required by this Agreement of each
and every term, covenant, condition and agreement required to be performed by
Buyer pursuant to this Agreement prior to Closing.

In the event that the conditions set forth in this paragraph 6 are not
satisfied (and Seller is not otherwise in default of this Agreement) Seller may
elect, at its sole discretion, to terminate this Agreement or waive satisfaction
of the condition and close escrow in either instance by written notice to Buyer.
In the event of such termination, for reasons described in (b) or (c) above, the
Deposit shall be retained by Seller and shall be non-refundable to the Buyer.
Also, in the event of any such termination, neither party hereto shall
thereafter have any further rights or obligations hereunder except as otherwise
specifically provided in paragraphs 4 and 13(b) hereof.

7.  The Closing.

(a) The Closing hereunder shall be held and delivery of all items to be
made at the Closing under the terms of this Agreement shall be made at the
offices of the Title Company within seven (7) business days after the Approval
Date, or such other date prior thereto as Buyer and Seller may mutually agree in
writing (the "Closing Date"). Such date may not be extended without the prior
written approval of both Seller and Buyer except that Seller, by giving Buyer
notice 48 hours before the Closing Date, shall have the unilateral right to
extend for a period not to exceed thirty (30) days, with prior written notice to
Buyer (as the same may be extended as provided in this paragraph 7(a)), to
obtain estoppels from the Credit Tenant or to cure any title defect or other
matter which would entitle Buyer to terminate this Agreement. In the event the
Closing does not occur on or before the Closing Date, the Title Company shall,
subject to the provisions of paragraph 2 with respect to the Deposit, and
subject to the applicable escrow closing letter, return to the depositor thereof
documents and instruments or funds which may have been deposited pursuant to
this Agreement. Any such return shall not, however, relieve either party hereto
of any liability it may have for its wrongful failure to close.

(b) At or before the Closing, to be delivered at Closing, Seller
shall deliver to the Title Company into escrow the following:

(i)  the Special Warranty Deed duly executed and acknowledged by
Seller, conveying title to the Property to Buyer in the form of Exhibit E as
required by paragraph 3 above;

(ii) original or copy of the Credit Lease (and amendments thereto, if
any) in Seller's actual and physical possession, and a duly executed and
acknowledged Assignment and Assumption of Lease in the form attached hereto as
Exhibit F;

8

(iii)  Seller's Non-Foreign Certification, duly executed and
acknowledged by Seller in the form attached as Exhibit C;

(iv)   notice to Credit Tenant in the form attached as Exhibit D,
executed by Seller;

(v)    Credit Tenant Estoppel Certificate in accordance with
subparagraph 5(c) hereof;

(vi)   a Bill of Sale duly executed and acknowledged by Seller in the
form attached hereto as Exhibit G;

(vii)  a General Assignment of Intangible Property and other
interests, duly executed and acknowledged by Seller, in the form attached hereto
as Exhibit H;

(viii) any site plans and building drawings and specifications in the
possession of Seller;

(ix)   Certificates of Occupancy, licenses, permits, guaranties, and
warranties relating to the ownership, operation or maintenance of the Property
in the possession of Seller (to the extent not previously been delivered);

(x)    an affidavit of Seller as may be reasonably requested by the
Title Company to delete the standard exceptions and otherwise issue the Title
Policy as required hereby;

(xi)   a certificate of Seller evidencing the reaffirmation of the
truth and accuracy of Seller's representations, warranties, and agreements as
set forth herein;

(xii)  to the extent in Seller's possession, operating statements,
balance sheets and income and expense statements;

(xiii) a settlement statement setting forth the amounts paid by or on
behalf of and/or credited to each of Buyer and Seller pursuant to this
Agreement; (a draft of which shall be prepared by Title Company and submitted to
the parties for approval at least five (5) business days prior to Closing);

(xiv)  Such documentation as may reasonably be required by the Title
Company to establish that this Agreement, the transactions contemplated herein,
and the execution and delivery of the documents required hereunder, are duly
authorized, executed and delivered, including without limitation, a certified
copy of Seller's partnership certificate or other organizational documents of
any other entity comprising Seller or general partner of Seller, together with
all amendments and modifications thereof, of any partnership which is a Seller
or limited liability company which is a general partner of Seller, together with
duly executed and delivered consents and/or certificates of the partners or
members thereof, as applicable, with respect to the transactions contemplated by
this Agreement; and

9

(xv)  any other documents, instruments or agreements called for
hereunder to be delivered by Seller which have not previously been delivered.

Buyer may waive compliance on Seller's part under any of the foregoing
items by an instrument in writing.

(c) At or before the Closing, Buyer shall deliver to escrow the
following: (i) the Purchase Price (as adjusted as contemplated hereby) and (ii)
any other documents, instruments or agreements called for hereunder to be
delivered by Buyer which have not previously been delivered.

(d) Seller and Buyer shall each deposit such other instruments as are
reasonably required by the escrow holder to close the escrow and consummate the
purchase of the Property in accordance with the terms hereof.

(e) The following income and expenses shall be apportioned or credited
with respect to the Property as of 12:01 on the Closing Date, with the portion
thereof allocable to periods beginning as of Closing shall be credited to Buyer,
or charged to Buyer, as applicable, and the portion thereof allocable to periods
ending as of Closing shall be credited to Seller, or charged to Seller, as
applicable, all of which prorations shall be made at Closing or, in the case of
allocations to be made after Closing, upon receipt of such payments or payment
of such expenses:

(i)   Rents are payable in arrears on the 15th of each month. Rents
shall be prorated based on the actual number of days in the payment period for
the payment made during the month of Closing. (For example, the rent received
on February 15 is payment for occupancy from January 15 through February 14. If
the Closing would take place on the 14th of February, the Buyer would be
entitled to one day's rent with the balance going to the Seller. If the Closing
would take place on the 16th of February, the Seller would get the entire
payment made on February 15th and one day of rent from the March 15th payment,
with the balance of the March rent paid to the Buyer.)

(f) The closing costs incurred in this transaction shall be allocated as
follows:

(i)   Buyer shall pay the cost for any new Title Policy. Buyer shall
pay for any new or special endorsements to the Title Policy and any extended
coverage.

(ii)  Buyer shall pay the cost of any transfer taxes and/or recording
fees applicable to the sale.

(iii) Buyer shall pay the cost of any new or updated survey, phase I
environmental report, physical property condition report or appraisal required
by Buyer and any other Tests.

10

(iv)   Buyer shall pay for all closing and escrow costs.

(v)    Seller shall pay the Seller's Broker (as defined in
paragraph 13(b) of this Agreement) as set forth herein; and the costs to cure
any title defects and satisfy any Monetary Liens;

(vi)   Buyer shall pay the Buyer's Broker (as defined in paragraph
13(b) of this Agreement) as set forth herein

(vii)  Each party shall pay its own legal fees and expenses.

8. Representations and Warranties.

(a) Seller hereby represents and warrants to Buyer as follows:

(i)    Seller is a limited partnership duly organized and validly
existing under the laws of the State of Texas and is in good standing under the
laws of the state in which the Property is located.

(ii)   All closing documents executed by Seller which are to be
delivered to Buyer at the Closing are or at the Closing will be duly authorized,
executed, and delivered by Seller, are or at the Closing will be legal, valid,
and binding obligations of Seller, are sufficient to convey title, and do not
violate any provisions of any agreement to which Seller is a party or to which
it is subject.

(iii)  Except as set forth on Exhibit L, there is no pending
litigation which materially affects the use and operation of the Property or
Seller's ability to fulfill all of its obligations under this Agreement.

(iv)   Seller is the lessor or landlord or the successor lessor or
landlord under the Credit Lease. To the Seller's knowledge, except for the
Credit Lease, there are no other leases or occupancy agreements (written or
oral) affecting the Property.

(v)    Seller has not received any written notification from any
governmental or public authority that the Property is in violation of any
applicable fire, health, building, use, occupancy or zoning laws where such
violation remains outstanding and, if unaddressed, would have a material adverse
effect on the use of the Property as currently owned and operated;

(vi)   No condemnation, assessment or similar proceedings relating
to the Property are pending or to Seller's knowledge, threatened against the
Property and Seller has not received any written notice from any governmental or
quasi- governmental authority, agency or entity having jurisdiction over the
Property that the Property is presently the subject of any condemnation,
assessment or similar proceeding or charge;

11

(vii)   Seller (A) is not in receivership or dissolution, (B) has not
admitted in writing its inability to pay its debts as they mature, (C) has not
been adjudicated a bankrupt, (D) has not filed a petition in voluntary
bankruptcy, a petition or answer seeking reorganization, or an arrangement with
creditors under the federal bankruptcy law, or any other similar law or statute
of the United States or any state, or (E) does not have any such petition
described in (D) filed against Seller; (F) is not a "foreign person" within the
meaning of Section 1445 of the Internal Revenue Code of 1986 (i.e., Seller is
not a non-resident alien, foreign corporation, foreign partnership, foreign
trust or foreign estate as those terms are defined in the Code and regulations
promulgated thereunder); and

(viii)  Except for the Existing Reports, Seller has received no written
notification that there are any violations of environmental statutes, ordinances
or regulations affecting the Property or any environmental lien, charge, or
assessment. Except for the Existing Reports, no other environmental reports or
studies have been conducted by Seller with respect to the Property and no other
reports are in Seller's possession.

The foregoing representations and warranties shall be in full force and
effect on the Agreement Date and at the Closing. Such representations and
warranties shall be deemed to have been reaffirmed and restated by Seller as of
the Closing Date, except for any material change in any of the foregoing
representations or warranties or any material breach thereof that occurs and
which is expressly disclosed by Seller to Buyer in writing at any time and from
time to time prior to the Closing (each a "Disclosure" and collectively, the
"Disclosures"), which Disclosures shall thereafter be updated by Seller prior to
the Closing Date. If any change in any of the foregoing representations or any
breach of any of the foregoing warranties or agreements is a material change or
breach, and Seller does not elect to cure such matters within twenty (20)
business days after Seller's receipt of a written request from Buyer to do so,
or does not agree in writing within said twenty (20) business day period to
indemnify Buyer against and hold Buyer harmless from any and all losses,
liabilities, claims, costs and expenses incurred by Buyer as a result thereof,
then, notwithstanding anything contained herein to the contrary, Buyer, at its
sole option, and as its sole remedy, may either (a) close and consummate the
transaction contemplated by this Agreement, without reduction in the Purchase
Price or (b) terminate this Agreement by written notice to Seller, whereupon the
Title Company shall return the Deposit to Buyer and the parties shall have no
rights or obligations hereunder, except for those which expressly survive any
such termination. Such election shall be made by Buyer within five (5) business
days after receipt of notice from Seller that Seller has elected not to cure or
indemnify Buyer with respect to such material change or breach. Failure of Buyer
to cause Seller to receive notice of such election of Buyer within such five (5)
business days period shall conclusively be construed as Buyer's having elected
alternative (a) above. The Closing Date shall be postponed automatically, if
necessary, to permit the full running of such thirty (30)-day period. The term
"Seller's Knowledge" as used herein means the actual knowledge (and not the
implied or constructive knowledge) without any duty of investigation or inquiry
of the following persons: Richard Jacavino, Equities Asset Manager; Tom Bell,
Equities Director; and Gary Lines, Equities Director, of Principal Capital Real
Estate Investors, LLC. All covenants, agreements, representations and warranties
made by Seller in this Agreement shall survive the Closing for no longer than
six (6) months and written notification of any claim arising therefrom must be

12

received in writing by Seller within such six (6) month period or such claim
shall be forever barred and Seller shall have no liability with respect thereto.
The aggregate liability of the Seller, with respect to all claims hereunder,
shall not exceed $250,000.00. Notwithstanding the foregoing, no representation,
warranty, covenant or agreement made in this Agreement by Seller shall survive
the Closing relative to any matters disclosed in the Due Diligence Items or
known to Buyer to be untrue or incorrect and of which Seller is not notified by
Buyer prior to or at the Closing. Buyer is deemed to have constructive knowledge
of all information contained in the Due Diligence Items that could be reasonably
inferred from such Due Diligence Items. Buyer further acknowledges it has a duty
of investigation and inquiry in determining whether or not the Property is
suitable for its purpose.

(b) Buyer hereby represents and warrants to Seller as follows: (i)
Buyer is a corporation, duly organized and validly existing under the laws of
the State of Georgia and is in good standing under the laws of the State in
which the Property is located; (ii) all documents executed by Buyer which are to
be delivered to Seller at Closing are or at the Closing will be duly authorized,
executed, and delivered by Buyer, and are or at the Closing will be legal,
valid, and binding obligations of Buyer, and do not and at the Closing will not
violate any provisions of any agreement to which Buyer is a party or to which it
is subject; (iii) Buyer shall furnish all of the funds for the purchase of the
Property (other than funds supplied by institutional lenders which will hold
valid mortgage liens against the Property) and such funds will not be from
sources of funds or properties derived from any unlawful activity.

(c) Seller and Buyer represent to each other that they are
sophisticated investors with substantial experience in investing in assets of
the same type as the Property and has such knowledge and experience in financial
and business matters that Buyer and Seller are capable of evaluating the merits
and risks of an investment in the Property.

9.  Condition of Property. If Buyer does not terminate this Agreement on or
before the Approval Date, Buyer will have approved the physical and
environmental characteristics and condition of the Property, as well as the
economic characteristics of the Property and Buyer shall waive any and all
defects in the physical, environmental and economic characteristics and
condition of the Property. Buyer further acknowledges that neither Seller nor
any of Seller's officers or directors, nor Seller's employees, agents,
representatives, or any other person or entity acting on behalf of Seller
(hereafter, for the purpose of this paragraph, such persons and entities are
individually and collectively referred to as the "Seller"), except as otherwise
expressly provided in paragraph 8(a) herein or any of the closing documents to
be delivered by Seller, have made any representation, or warranties or
agreements (express or implied) by or on behalf of Seller as to any matters
concerning the Property, the economic results to be obtained or predicted, or
the present use thereof or the suitability for Buyer's intended use of the
Property, including, without limitation, the following: suitability of the
topography; the availability of water rights or utilities; the present and
future zoning, subdivision and any and all other land use matters; the condition
of the soil, subsoil, or groundwater; the purpose(s) to which the Property is
suited; drainage; flooding; access to public roads; or proposed routes of roads
or extensions thereof. Buyer acknowledges and agrees that the Property is to be
purchased, conveyed in its present condition, "as is" and that no patent or
latent defect in the physical or environmental

13

condition of the Property whether or not known or discovered, other than Buyer's
rights to terminate hereunder, shall affect the rights of either party hereto.
Except as otherwise provided herein or in any closing document to be delivered
by Seller at Closing, any documents furnished to Buyer by Seller relating to the
Property including, without limitation, rent rolls, service agreements,
management contracts, maps, surveys, studies, pro formas, reports and other
information, including but not limited to the Due Diligence Items, shall be
deemed furnished as a courtesy to Buyer but without warranty from Seller. All
work done, if any, by Buyer, in connection with preparing the Property for the
uses intended by Buyer including any and all fees, studies, reports, approvals,
plans, surveys, permits, and any expenses whatsoever necessary or desirable in
connection with Buyer's acquiring, developing, using and/or operating the
Property shall be obtained and paid for by, and shall be the sole responsibility
of Buyer. On or before the Approval Date, Buyer shall investigate any operative
or proposed governmental laws and regulations including land use laws and
regulations to which the Property may be subject and shall acquire the Property
upon the basis of its review and determination of the applicability and effect
of such laws and regulations. Buyer has neither received nor relied upon any
representations concerning such laws and regulations from Seller.

EXCEPT FOR CLAIMS OF FRAUD OR WILLFUL MISREPRESENTATION ON THE PART OF
SELLER, AND EXCEPT FOR THOSE REPRESENTATIONS, WARRANTIES OR COVENANTS EXPRESSLY
SET FORTH HEREIN OR IN ANY CLOSING DOCUMENT TO BE DELIVERED BY SELLER AT
CLOSING, UPON CLOSING, BUYER, ON BEHALF OF ITSELF AND ITS EMPLOYEES, AGENTS,
SUCCESSORS AND ASSIGNS ATTORNEYS AND OTHER REPRESENTATIVES, AND EACH OF THEM,
HEREBY RELEASES SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF
ACTION, OBLIGATIONS, DAMAGES AND LIABILITIES OF ANY NATURE WHATSOEVER, WHETHER
ALLEGED UNDER ANY STATUTE, COMMON LAW OR OTHERWISE, DIRECTLY OR INDIRECTLY,
ARISING OUT OF OR RELATED TO THE CONDITION, OPERATION OR ECONOMIC PERFORMANCE OF
THE PROPERTY.

By signing in the space provided below in this paragraph 9, Buyer
acknowledges that it has read and understood the provisions of this paragraph 9.

Buyer:  WELLS CAPITAL, INC.,
a Georgia corporation

By:  /s/ Douglas P. Williams
--------------------------
Douglas P. Williams

Its: Senior Vice President
------------------------

BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THOSE REPRESENTATIONS,
WARRANTIES AND COVENANTS EXPRESSLY SET FORTH HEREIN OR IN ANY CLOSING DOCUMENT
TO BE DELIVERED BY SELLER AT CLOSING, TO THE MAXIMUM EXTENT PERMITTED BY LAW,
UPON CLOSING, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS
IS" AND "WITH ALL FAULTS" CONDITION AND BASIS WITH ALL FAULTS AND

14

DEFECTS. IT IS UNDERSTOOD AND AGREED THAT, UPON CLOSING, IF BUYER ACCEPTS THE
PROPERTY, THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT
THAT ALL THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE
FOREGOING.

10. Possession. Buyer shall have the right of possession (subject to the
rights of the Credit Tenant under the Credit Lease, as tenant only and without
rights or option to purchase the Property or any interest therein) on the
Closing Date, provided, however, that Seller shall allow authorized
representatives of Buyer reasonable access to the Property for the purposes of
satisfying Buyer with respect to satisfaction of any conditions precedent to the
Closing contained herein subject to the limitations set forth in subparagraph
4(e) hereof.

11. Tax-Deferred Exchange. Buyer and Seller agree that, at either Buyer's
or Seller's sole election, this transaction shall be structured as an exchange
of like-kind properties under Section 1031 of the Internal Revenue Code of 1986,
as amended (the "Code"), and the regulations and proposed regulations
thereunder. The parties agree that if either wishes to make such election, it
must do so prior to the Closing Date. If either so elects, the other shall
reasonably cooperate, provided any such exchange is consummated pursuant to an
agreement that is mutually acceptable to Buyer and Seller and which shall be
executed and delivered on or before the Closing Date. The electing party shall
in all events be responsible for all costs and expenses related to the Section
1031 exchange and shall fully indemnify, defend and hold the other harmless from
and against any and all liability, claims, damages, expenses (including
reasonable attorneys' and paralegal fees and reasonable attorneys and paralegal
fees on appeal), proceedings and causes of action of any kind or nature
whatsoever arising out of, connected with or in any manner related to such 1031
exchange that would not have been incurred by the non-electing party if the
transaction were a purchase for cash. The provisions of the immediately
preceding sentence shall survive closing and the transfer of title to subject
Property to Buyer. Notwithstanding anything to the contrary contained in this
paragraph: (i) any such Section 1031 exchange shall be consummated through the
use of a facilitator or intermediary so that Buyer shall in no event be
requested or required to acquire title to any property other than the Property;
and, (ii) if the Buyer desires to do a reverse or parking 1031 exchange, such
exchange shall be done using the "exchange first technique" whereby the
relinquished property is conveyed to the facilitator or intermediary and the
replacement property is conveyed to the Buyer.

12. Seller's Covenants.  Seller hereby covenants with Buyer as follows:

(a) Seller shall use reasonable efforts to operate and maintain the
Property in a manner generally consistent with the manner in which Seller has
operated and maintained the Property prior to the date hereof.

(b) Seller shall not amend, modify, extend or terminate the Credit
Lease without the Buyer's prior consent, not to be unreasonably withheld;
provided that Seller will obtain an estoppel in form and substance reasonably
satisfactory to Buyer as a condition of Closing.

15

(c) Subject to receipt of the Deposit by the Title Company as provided
herein, Seller shall not accept offers or otherwise enter into any binding or
non-binding agreement for a purchase, financing or joint venture involving the
Property or any interest therein with any other person or entity and Seller
shall not dispose of, convey, assign or pledge any interest in the Property or
any interest therein or otherwise enter into any agreement affecting or
encumbering or agreeing to dispose of, convey, assign or pledge any interest the
Property or any interest therein, which agreement would be consummated prior to
or otherwise the survive the Closing. In addition, Seller hereby covenants and
agrees that, after the date of execution hereof and prior to the Closing, unless
consented to in writing by Buyer, Seller shall keep the terms of this Agreement
confidential and no press release or other public disclosure concerning this
Agreement shall be made by Seller.

13.  Miscellaneous.

(a) Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be effective upon receipt or refusal of
receipt and to the following addresses or facsimile numbers:

If to Seller:

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

Allen Office Investment Limited Partnership
c/o Principal Capital Management, LLC
801 Grand Avenue
Des Moines, Iowa 50392-1360
Attn: Gary Lines
Fax:  5015-248-8090
Phone: 515-247-4858

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

With a copy to:

Principal Capital Management, LLC
c/o Closing Department
801 Grand Avenue
Des Moines, Iowa 50392-1360
Attn:  Donise Cannaday
Fax:   515-247-5926
Phone: 515-248-0425

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

16

If to Buyer:

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

Wells Capital, Inc.              With a copy to:
6200 The Corners Parkway
Suite 250                        Alston & Bird, LLP
Atlanta, GA 30092                One Atlantic Center
Attn:  Michael C. Berndt         1201 West Peachtree St., Atlanta,
Fax:   770-200-8510              GA 30309-3424
Phone: 770-449-7800              Attn: Walter W. Mitchell
Fax:   404-881-7777
Phone: 404-881-7790

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

or such other address as either party may from time to time specify in writing
to the other.

(b) Brokers and Finders. Neither party has had any contact or dealings
regarding the Property, or any communication in connection with the subject
matter of this transaction, through any licensed real estate broker, entity,
agent, commission salesperson, or other person who will claim a right to
compensation or a commission or finder's fee as a procuring cause of the sale
contemplated herein, except that Seller has a separate agreement with Terrace
Associates, Inc., (the "Seller's Broker") for a total commission equal to .75%
of the Purchase Price, which shall be paid by Seller and Buyer has a separate
agreement with Capital Development (the "Buyer's Broker") for a total commission
equal to One Percent (1.00%) of the Purchase Price. In the event that any
company, firm, broker, agent, commission salesperson or finder (other than
Seller's Broker or Buyer's Broker, who shall respectively be paid by Seller and
Buyer as hereinabove provided) perfects a claim for a commission or finder's fee
based upon any such contract, dealings or communication, the party through whom
the company, firm, broker, agent, commission salesperson or finder makes his
claim shall indemnify the other party and be responsible for said commission or
fee and all costs and expenses (including reasonable attorneys' fees) or any
liability or damage incurred by the other party in defending against the same.
No commission shall be paid or become payable unless the Closing actually
occurs. The provisions of this subparagraph (b) shall survive Closing and any
termination, cancellation or rescission of this Agreement.

(c) Successors and Assigns. This Agreement shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors,
heirs, administrators and assigns, and may be assigned by Buyer to an affiliated
entity provided that (i) Buyer shall remain jointly and severally liable for the
obligations contained in this agreement; (ii) Buyer and any assignee, by
accepting assignment of this Agreement, expressly agrees to defend and indemnify
Seller from any litigation arising out of the assignment; (iii) no further
assignment shall occur without the prior written consent of the Seller; (iv)
written notice of the assignment, including the name of the Assignee, is
provided to Seller no fewer than ten (10) business days prior to Closing; and
(v) Buyer shall provide to Seller at Closing an Assignment and Assumption of
Real Estate

17

Purchase and Sale Agreement in the form attached hereto as Exhibit I, executed
by both Buyer and Assignee.

(d) Amendments. Except as otherwise provided herein, this Agreement
may be amended or modified by, and only by, a written instrument executed by
Seller and Buyer.

(e) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the state in which the Property is located.

(f) Merger of Prior Agreements. This Agreement supersedes all prior
agreements and understandings between the parties hereto relating to the subject
matter hereof.

(g) Enforcement. In the event either party hereto fails to perform any
of its obligations under this Agreement or in the event a dispute arises
concerning the meaning or interpretation of any provision of this Agreement, the
defaulting party or the party not prevailing in such dispute, as the case may
be, shall pay any and all costs and expenses incurred by the other party in
enforcing or establishing its rights hereunder, including, without limitation,
court costs and reasonable attorneys' fees. Buyer and Seller both acknowledge
each has been advised by counsel as to their respective rights, duties and
obligations in this Agreement and have had ample opportunity to negotiate same.
Thus, both Buyer and Seller acknowledge that any ambiguity in this Agreement
should not necessarily be resolved against the drafter of this Agreement.

(h) Time of the Essence. Time is of the essence of this Agreement.

(i) Counterparts. This Agreement may be executed in multiple
counterparts via facsimile, each of which shall be deemed to be an original, but
such counterparts when taken together shall constitute but one Agreement.

(j) Survivability. Except as otherwise provided herein, the
representations, warranties and covenants contained in this Agreement shall
survive the closing of the purchase and sale and shall not be deemed merged in
any documentation delivered at the time of Closing, but shall remain in full
force and effect.

(k) No Recordation. Neither Seller nor Buyer shall record this
Agreement or memorandum thereof in or among the land or chattel records of any
jurisdiction.

(l) Proper Execution. The submission by Seller to Buyer of this
Agreement in unsigned form shall have no binding force and effect, shall not
constitute an option, and shall not confer any rights upon Buyer or Seller or
impose any obligations on Seller or Buyer irrespective of any reliance thereon,
change of position or partial performance until Seller and Buyer shall have both
executed this Agreement and the Deposit shall have been received by the Title
Company.

18

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

Seller:
------

ALLEN OFFICE INVESTMENT LIMITED
PARTNERSHIP, a Texas limited partnership

By:      Equity FC, Ltd., an Iowa corporation,
its General Partner

By:  /s/ L. S. Valentine
-----------------------------------
Its:     L. S. Valentine
----------------------------------
Counsel and Assistant Secretary

By:  /s/ Thomas R. Pospisil
-----------------------------------
Its:     Thomas R. Pospisil
----------------------------------
Counsel and Assistant Secretary

Buyer:
-----

WELLS CAPITAL, INC., a Georgia corporation

By: /s/ Douglas P. Williams
-----------------------------------------
Its:    Douglas P. Williams
----------------------------------------
Senior Vice President

Buyer's Social Security Number or Tax
Identification Number: 58 - 1565532
----------------------

19

EXHIBIT "A"

LEGAL DESCRIPTION

BEING all that tract of land in the City of Allen, Collin County, Texas, a part
of the MICHAEL SEE SURVEY, A-543, a part of the W. M. PERRIN SURVEY, A-708, a
part of the RUFUS SEWELL SURVEY, A-875, and being all LOT 1 and all of Lot 2,
Block 1 of the Replat of Enterprises Addition No. 1, an addition to the City of
Allen as recorded in Cabinet C, Page 567, Collin County Plat Records, and being
further described as follows:

BEGINNING at a 5/8 inch iron rod found at the northeast corner of said Lot 1,
said point being the intersection of the south line of Intecom Drive (a 50 foot
wide right-of-way) with the west line of Enterprise Boulevard (a 60 foot wide
right-of-way);

THENCE along the west line of Enterprise Boulevard as follows: South 11 degrees
30 minutes 00 seconds West, at 1136.98 feet passing a 5/8 inch iron rod found at
the southeast corner of said Lot 1 and the northeast corner of said Lot 2, in
all a total distance of 1439.21 feet to a 5/8 inch iron rod found for corner;
Southwesterly, 272.73 feet along a curve to the right which has a central angle
of 60 degrees 06 minutes 02 seconds, a radius of 260.00 feet, a tangent of
150.42 feet, and whose chord bears South 41 degrees 33 minutes 01 seconds West,
260.40 feet to a 58 inch iron rod found for corner; South 71 degrees 36 minutes
02 seconds West, 664.10 feet to a 5/8 inch iron rod found at the southwest
corner of said Lot 2, said point being in the east line of U.S. Highway No. 75
(a variable width right-of-way);

THENCE along the east line of U.S. Highway No. 75 as follows: North 14 degrees
03 minutes 05 seconds East, 120.00 feet to a 5/8 inch iron rod found for corner;
North 14 degrees 03 minutes 00 seconds East, at 720.30 feet passing a 5/8 inch
iron rod found at the northwest corner of said Lot 2 and the southwest corner of
said Lot 1, in all a total distance of 1801.00 feet to a 5/8 inch iron rod found
for corner; North 19 degrees 41 minutes 40 seconds East, 19.08 feet to a 5/8
inch iron rod found at the northwest corner of said Lot 1, said point being in
the south line of said Intecom Drive;

THENCE South 83 degrees 49 minutes 54 seconds East, 620.60 feet along the north
line of said Lot 1 and the south line of said Intecom Drive to the POINT OF
BEGINNING and containing 1,155,576 square feet or 26.528 acres of land.

EXHIBIT "B"

EXISTING REPORTS

.   Environmental - Building and Remedial Action Plan by Austin Commercial dated
3/18/94; and
.   Asbestos - Asbestos Verification Inspection by Albert H. Halff Associates,
Inc. dated 3/23/93.

EXHIBIT 10.67

LEASE AGREEMENT FOR THE EXPERIAN/TRW BUILDINGS

LEASE AND AGREEMENT

between

Allen Office Investment Partnership
a Texas limited partnership

as Landlord

and

TRW Inc., an Ohio corporation

as Tenant

Dated April 15, 1993

TABLE OF CONTENTS
Page
----

1.  Demise of Premises; Purchase Option.....................................  1

2.  Title and Condition.....................................................  1

3.  Use of Premises.........................................................  2

4.  Terms...................................................................  3

5.  Rent and Termination Values.............................................  3

6.  Net Lease; Non-terminability............................................  8

7.  Taxes and Assessments; Compliance With Law; Environmental Matters.......  9

8.  Indemnification......................................................... 12

9.  Liens; Grants of Easements.............................................. 13

10. Maintenance and Repair; Completion of Improvements...................... 14

11. Alterations............................................................. 15

12. Insurance............................................................... 19

13. Casualty................................................................ 22

14. Condemnation............................................................ 23

15. Procedure After Purchase Offer; Procedure in Event of Purchase.......... 26

16. Assignment and Subletting............................................... 28

17. Additional Tenant Covenants and Representations......................... 29

18. Financial Statements.................................................... 30

19. Permitted Contests...................................................... 31

20. Conditional Limitations; Default Provisions............................. 32

21. Additional Rights of Landlord........................................... 36

22. Notices, Demands and Other Instruments.................................. 37

23. Estoppel Certificate.................................................... 37

i

24. No Merger............................................................... 37

25. Surrender............................................................... 38

26. Separability............................................................ 38

27. Savings Clause.......................................................... 38

28. Binding Effect.......................................................... 39

29. Memorandum of Lease..................................................... 39

30. Table of Contents,

Headings............................................. 39

31. Governing Law........................................................... 39

32. Certain Definitions..................................................... 39

33. Exhibits and Attachments................................................ 43

34. Time for Performance of Obligations..................................... 44

35. Nature of Landlord's Obligations........................................ 44

EXHIBIT A - Legal Description
EXHIBIT A-1 - Personal Property
EXHIBIT B - Basic Rent Payments
EXHIBIT C - Assumptions
EXHIBIT D - Termination Values
EXHIBIT E - Self Insurance Certificate
EXHIBIT F - Computation of Purchase Prices
EXHIBIT G - [Reserved]
EXHIBIT H - Tenant's Certificate
EXHIBIT I - Development Budget
EXHIBIT J - Environmental Remediation
EXHIBIT K - Renovations
EXHIBIT L - Environmental Indemnity Agreement

ATTACHMENT 1 - Amortization Schedule
ATTACHMENT 2 - Depreciation Components
ATTACHMENT 3 - Calculation of Fair Market Values

ii

LEASE AND AGREEMENT, dated as of April 15, 1993, between Allen Office
Investment Limited Partnership, a Texas limited partnership (herein, as further
defined in Section 32(c), called "Landlord"), having an address at 711 High
Street, Des Moines, Iowa 50392, Attention: Commercial Real Estate Loan
Administration, Reference No. D-399815, and TRW Inc., an Ohio corporation
(herein, called "Tenant"), having an address at 500 City Parkway West, Orange,
California 92668 Attention: John L. Dettbarn.

1.   Demise of Premises; Purchase Option.

(a)  In consideration of the rents and covenants herein stipulated to be
paid and performed, Landlord hereby demises, and lets to Tenant, and Tenant
hereby lets from Landlord, for the terms herein described, the premises (herein
called the "Premises") consisting of (i) the land described in Exhibit A
attached hereto and made a part hereof (herein called the "Land Parcel"); (ii)
all buildings, structures and other improvements constructed and to be
constructed thereon (including all building equipment and fixtures, if any,
owned by Landlord, but excluding trade equipment and fixtures owned by Tenant)
(herein called the "Improvements"); (iii) all the personal property as described
in Exhibit A-1 attached hereto and made a part hereof; and (iv) all easements,
rights and appurtenances relating thereto, all upon the terms and conditions
herein specified. Landlord shall have the right, after the date of this Lease
and at any time, to sell, convey, encumber or transfer the Premises, subject to
the rights of Tenant under this Lease.

(b)  After the expiration of the Primary Term (as hereinafter defined in
Section 4), Tenant shall have the option, and Landlord hereby grants to Tenant
the option, to purchase the Premises at the then fair market value of the
Premises, which fair market value shall be determined prior to the end of the
Primary Term and provided in attachment 3 attached hereto and made a part
hereof.

2.   Title and Condition. The premises are demised and let in their present
condition and without warranty or representation by Landlord, and subject to (a)
the rights of any parties in possession, (b) the state of the title thereto
existing at the time Landlord acquired title to the Premises and as of the
commencement of the Term (as hereinafter defined in Section 4) of this Lease,
(c) any state of facts which an accurate survey or physical inspection thereof
might show, (d) all private deed restrictions and protective covenants, and all
applicable laws, rules, regulations, ordinances and restrictions now in effect
or hereafter adopted by any governmental authority, including, without
limitation, all zoning regulations, restrictions, rules and ordinances, building
restrictions and other laws and regulations, (e) any violations of such
restrictions, covenants, laws, rules, regulations or ordinances which may exist
at the time of the commencement of the Term of this Lease, and (f) the condition
of any buildings, structures and other improvements located thereon, as of the
commencement of the Term of this Lease, including, without limitation,
construction currently in progress and commenced prior to the date of this
Lease, and any liens, inchoate or choate, unperfected or perfected, previously,
currently or in the future arising therefrom. Tenant

represents that it has examined the title to and the condition of the Premises
and has found the same to be satisfactory to it. Tenant acknowledges and
confirms that Tenant is fully familiar with the physical condition of the
Premises and that Landlord makes no representation or warranty, expressed or
implied, with respect to same or with respect to the location use, description,
design, merchantability, fitness for use for particular purpose, condition or
durability thereof, or as to quality of the material or workmanship therein, or
as to Landlord's title thereto or ownership thereof, or otherwise; and all risks
incidental to the Premises shall be borne by Tenant to the extent of matters
that arise during the term of this Lease. Landlord leases and Tenant accepts the
Premises as is, with all faults and in the event of any defect or deficiency of
any nature in the Premises or any fixture or other item constituting a portion
of Premises, whether patent or latent, neither Landlord nor Permitted
Beneficiary shall have any responsibility or liability with respect thereto. THE
PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A
COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY
DISCLAIM ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO
THE PREMISES OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION OF THE
PREMISES, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR OTHER LAW,
NOW OR HEREAFTER IN EFFECT, OR OTHERWISE.

3.   Use of Premises.

(a)  Tenant and any permitted sublessee or assignee may use the Premises
for any lawful purpose; provided that, in Landlord's reasonable judgment, such
use (i) creates no detrimental environmental effects or increased environmental
risks to the Premises or to other property and does not result in any increased
risk of liability to Landlord, (ii) creates or requires no modifications to the
physical structure of any portion of the Premises except in accordance with the
provisions of Section 11 of this Lease, unless all such modifications are
approved in advance and in writing by Landlord and Permitted Beneficiary as
provided herein, (iii) creates no adverse tax consequences for Landlord, (iv)
will not lessen the fair market value of THE Premises to an amount which is
below its fair market value immediately prior to the commencement of such use,
(v) does not change the primary character of the Premises, and (vi) does not
violate any other provisions of this Lease or any term of any other agreement or
restriction to which the Premises are subject, or cause the premises to be in
violation of any laws, ordinances, rules, regulations, covenants, or
requirements applicable thereto. The restrictions set forth in (i) through (vi)
inclusive in this subsection (a) are hereinafter collectively referred to as the
"Use Restrictions". Tenant and any permitted sublessee or assignee shall not
create or suffer to exist any public or private nuisance, hazardous or illegal
condition or waste on or with respect to the Premises.

(b)  Tenant shall not conduct its business operation in the Premises unless
and until (and only during such time as) all necessary certificates of
occupancy, permits, licenses and consents from any and all appropriate

2

governmental authorities have been obtained by Tenant and are in full force and
effect.

4.   Terms. Subject to the terms and conditions hereof, Tenant shall have
and hold the Premises for a primary term (herein called the `Primary Term")
commencing on April 15, 1993, and continuing through October 15, 2010.
Thereafter, Tenant shall have the right and option to extend this Lease for four
(4) consecutive terms of five (5) years each (herein collectively and
individually called an "Extended Term", and together with the Primary Term,
called the "Term) unless this Lease shall be sooner terminated pursuant to the
terms hereof. Each Extended Term shall commence on the day immediately
succeeding the expiration date of the Primary Term or the preceding Extended
Term. This Lease shall not be extended for an Extended Term and Tenant shall be
deemed not to have exercised its option to extend, unless (a) Tenant has given
written notice to Landlord at least two (2) years prior to the end of the then
Term of this Lease of Tenant's intention to so extend this Lease, and (b) at the
time at which any such extension would otherwise take effect, no default or
Event of Default exists under this Lease. If Tenant does not timely and properly
give such notice of Tenant's intention to so extend this Lease, Tenant shall
have no further option or obligation to extend this Lease. Further, if Tenant
does not timely and properly notify Landlord of Tenant's intention to extend
this Lease, or if any default or any Event of Default exists and is continuing
at such time under this Lease, then Landlord shall have the right during the
remainder of the Term of this Lease to advertise the availability of the
Premises for sale or reletting and to erect upon the Premises signs appropriate
for the purpose of indicating such availability; provided, that such signs do
not unreasonably interfere with the use of the Premises by Tenant.

5.   Rent and Termination Values.

(a)  Tenant covenants to pay directly to Permitted Beneficiary (as
hereinafter defined) as installments of rent to Landlord for the Premises during
the Term of this Lease, the amounts determined pursuant to Exhibit B hereto,
subject to adjustment as provided in Section 5(c) below (herein called the
"Basic Rent") on the dates set forth in said Exhibit B (herein called the "Basic
Rent Payment Dates") in arrears. Basic Rent payments shall be allocated to
tenant's use of the Premises during the Lease period in which the Basic Rent
Payment Date for such Basic Rent payment falls. Tenant covenants to pay the
Basic Rent by wire transfer of immediately available funds to Permitted
Beneficiary at Norwest Bank Iowa, N.A., Seventh and Walnut Streets, Des Moines,
Iowa 50309, for credit to Principal Mutual Life Insurance Company, General
Account No. 014752 Re: D-399815 and/or to such other person or such other place
or account as Landlord and Permitted Beneficiary, if any, from time to time may
designate to Tenant in writing.

(b)  Tenant covenants that all other amounts, liabilities and obligations
which Tenant assumes or agrees to pay or discharge pursuant to this Lease,
together with every fine, penalty, interest and cost which may

3

be added for nonpayment or late payment thereof, shall constitute additional
rent hereunder (herein called "Additional Rent"). In the event of any failure by
Tenant to pay or discharge any of the foregoing, Landlord shall have all rights,
powers and remedies provided herein or by law in the case of nonpayment of Basic
Rent. Tenant also covenants to pay to Landlord on demand an amount equal to four
percent (4%) of the payment amount then due on all overdue installments of Basic
Rent or Additional Rent not paid within any applicable grace period. In
addition, Tenant further covenants to pay to Landlord on demand, after the
expiration of five (5) days after notice form Landlord of payment by Landlord on
behalf of Tenant of any of Tenant's obligations under this Lease, interest on
all such obligations paid by Landlord and not reimbursed by Tenant, at the rate
of the lesser of (i) fifteen percent (15%) per annum, or (ii) the maximum rate
not prohibited by applicable law, which interest shall accrue from and after the
fifth day after such notice from Landlord, and shall continue to accrue until
Landlord is repaid in full for such payment made on behalf of Tenant.
Notwithstanding anything in this Lease to the contrary, with respect to any
portion of Additional Rent comprised solely of late charges and/or default rate
interest, any failure of Tenant to pay any such amounts shall not constitute an
Event of Default under this Lease until the expiration of five (5) days after
notice from Landlord that such amounts have become due and payable, specifying
the nature and amount of such late charges and/or default rate interest.

(c)  The calculation of Basic Tent and the calculation of the amount to be
paid to Landlord by Tenant in the event of certain occurrences as expressly
provided in this Lease wherein the term "Termination Value" is used (the amounts
set forth on Exhibit D attached hereto and made a part hereof, as may be
adjusted from time to time pursuant to the provisions of this subsection being
referred to in this Lease as the "Termination Value") initially payable pursuant
to this Lease have been based on the assumptions described on Exhibit C. The
Basic Rent and the Termination Value have been calculated to provide Landlord
with a certain after-tax rate of return, total after-tax return per dollar of
equity invested and present value of after-tax lease income [as booked under FAS
13 (defined in Section 32), per dollar of equity invested] (hereinafter
collectively called "Lessor's Anticipated Economics"). Subject to the provisions
of (i), (ii), (iii), (iv) and (v) of this subsection 5(c) and the provisions of
subsection 5(d), if either Landlord or Tenant determines at any time (within the
notice period provided below in this Section 5(c)) that any of such assumptions
are inaccurate or are not as set forth on Exhibit C, whether due to being
inaccurate when made or due to any changes in facts or circumstances (an
"Inaccurate Assumption"), then the Basic Rent and the Termination Value shall be
appropriately adjusted, as provided below, from and effective as of the date
that such Inaccurate Assumption first became inaccurate, by such amounts as
shall preserve Lessor's Anticipated Economics (such adjustments being
hereinafter called, respectively, the "Rent Adjustments" and the "Termination
Value Adjustments" and collectively "Rent/Termination Value Adjustments").
Notwithstanding anything in this Section 5 to the contrary but only in
connection with the procedure for effecting Rent/Termination Value Adjustments
pursuant to this Section 5(c), (i) the

4

amount of Basic Rent and the Termination Value must be in amounts which, in all
respects, continue to comply with all relevant Code (as defined in Exhibit C
hereto) provisions, and all regulations, published rulings, procedures and
announcements pertaining thereto, (ii) Landlord shall be entitled to require
that all provisions of the Code, and regulations, published rulings, procedures
and/or announcements pertaining thereto shall be taken into account in making
any calculation of any Rent/Termination Value Adjustment, (iii) a
Rent/Termination Value Adjustment which results from a Federal Tax Law Change
(as defined in Exhibit C) and which would, absent this restriction, result in an
increase in the Basic Rent or Termination Value shall not be made if the result
of such adjustment would cause (in the opinion of tax counsel for Landlord) the
failure of the Lease to qualify as a true lease for federal income tax purposes
unless the Landlord in its sole discretion elects to waive this restriction,
(iv) a Rent/Termination Value Adjustment which results from a federal Tax Law
Change and which would, absent this restriction, result in a decrease in the
Basic Rent or Termination Value shall not be made if the result of such
adjustment would cause (in the opinion of tax counsel for landlord) the failure
of the Lease to qualify as a true lease for federal income tax purposes, and (v)
the Basic Rent shall in no event be adjusted to an amount which is less than the
regularly scheduled debt service payments due to any Permitted Beneficiary (the
"Debt Service Amounts"). The procedure for effecting Rent Adjustments and
Termination Value Adjustments shall be as provided below. Either party may
submit any proposed Rent/Termination Value Adjustment calculated in accordance
with the provisions of this Section 5(c), along with the basis for such
Rent/Termination Value Adjustment, to the other party, and if the other party
does not object to such proposed Rent/Termination Value Adjustment in writing
within twenty (20) days following such submission, setting forth in specific
detail the basis for its objection, the Basic Rent and Termination Value shall
be deemed adjusted in accordance with such proposed Rent/Termination Value
Adjustment without the necessity of any further action or documentation by any
party; provided, however, Tenant shall not be allowed to submit any proposed
Rent/Termination Value Adjustment unless it has first given Landlord Written
notice that it intends to make such submission and Landlord fails to make a
proposed Rent/Termination Value Adjustment within thirty (30) days of such
notice. If the other party objects to the proposed Rent/Termination Value
Adjustment in writing and in detail within said twenty (20) day period, Landlord
and Tenant shall use their best efforts to reach agreement as to any such
proposed Rent/Termination Value Adjustment. If agreement is reached, the Basic
Rent and Termination Values shall be adjusted in accordance with such agreement
when reduced to writing. If Landlord and Tenant are unable to reach a written
agreement within thirty (30) days of the submitting party's receipt of the other
party's written objection, then Ernst & Young or such other nationally
recognized accounting firm as agreed upon by Landlord and Tenant (the
"Third-Party Accounting Firm") shall be engaged to review the proposed
Rent/Termination Value Adjustment and shall make a determination as to the
resolution of the proposed Rent/Termination Value Adjustment so as to cause such
Rent/Termination Value Adjustment to be properly made in accordance with the
provisions of this Lease. The determination of the Third-Party

5

Accounting Firm made in accordance with the provisions of this Section 5(c)
shall be final, conclusive and binding upon Landlord and Tenant. Tenant shall
pay all fees, costs and expenses of Landlord and the Third-Party Accounting Firm
in connection with the determination of any Rent/Termination Value Adjustment.
In the determination of any Rent/Termination Value Adjustment, all assumptions
set forth on Exhibit C shall continue to apply other than the Inaccurate
Assumption(s) resulting in any Rent/Termination Value Adjustment. From and after
such Rent/Termination Value Adjustment, Exhibit C shall be deemed amended so as
to substitute the appropriate revised assumption for the Inaccurate Assumption.
In all cases, any Rent/Termination Value Adjustment shall serve to preserve (but
not improve or adversely affect) Lessor's Anticipated Economics. Unless a notice
shall have been given pursuant to this Section 5(c) by December 31 of the
seventh calendar year following the last calendar year in which a Federal Tax
Law Change may occur, the Rent/Termination Values then in effect shall be
conclusive and binding upon the parties for all purposes hereunder.

(d)   With respect to any Rent Adjustment effectuated pursuant to this
Section 5 which has the effect of decreasing the amount of Basic Rent, the
amount of any such decrease in Basic Rent shall be limited as may be necessary
so that in no event shall the resulting amount of Basic Rent payable be an
amount of Basic Rent payable be an amount which is less than the Debt Service
Amounts payable; provided, however, than an amount equal to the difference
between (i) the full amount by which the Basic Rent would have been decreased
each month by such Rent Adjustment but for such limitation, and (ii) the
limiting Debt Service Amount (such difference being hereinafter referred to as
the "Unrealized Basic Rent Reduction Amount") shall be periodically calculated
by Landlord and a record thereof retained for all periods during which the Basic
Rent would, but for said limitation to the Debt Service Amount, be less than the
Debt Service Amount. Any Unrealized Basic Rent Reduction Amounts which may be
created from time to time during the Term of this Lease, plus an amount equal to
three percent (3%) per annum calculated on such Unrealized Basic Rent Reduction
Amounts from the date each is created, are hereinafter collectively referred to
as the `Total Accumulated Credit Amounts." In the event that any Extended Term
is properly effected in accordance with the terms of this Lease, Landlord shall
grant Tenant a rent concession in the form of no Basic Rent being payable from
the first day of any such Extended Term, for the period of time during which the
total Basic Rent which would otherwise be payable during such portion of the
Extended Term equals the Total Accumulated Credit Amounts; provided, however,
that during any such portion of an Extended Term when Total Accumulated Credit
Amounts are applied in lieu of Basic Rent, additional Rent and any other amounts
payable by Tenant in accordance with the terms of this Lease during such portion
of the Extended Term shall continue to be due and payable. In the event that
Tenant purchases the Premises from Landlord in accordance with any of the
provisions of this Lease other than provisions regarding (a) any condemnation of
all or any portion of the Premises, and (b) any default by Tenant in any of its
obligations under this Lease, then, to the extent that Total Accumulated Credit
Amounts exist, not previously credited against future Basic Rent as contemplated
by the immediately preceding

6

sentence, Landlord shall reduce the purchase price in connection with such
purchase by an amount equal to the Total Accumulated Credit Amounts.
Notwithstanding anything in this subsection 5(d) to the contrary, in no event
shall Landlord be obligated to make any payments to Tenant or, other than as
expressly provided in this subsection 5(d), grant Tenant any rights or
concessions in connection with any Total Accumulated Credit Amounts or any
portion thereof.

(e)   If any Rent Adjustment results in this Lease being characterized as a
"capital lease" for Tenant under FAS 13, as verified to Landlord and Permitted
Beneficiary in writing by Tenant's regularly retained independent accounting
firm, Tenant or Landlord may terminate this Lease within thirty (30) days of
such Rent Adjustment. Any such termination of this Lease by Tenant shall be
effected only by Tenant paying to Landlord the applicable Termination Value (as
adjusted), the amount of the Lease Make-Whole Premium (as defined in Section
32), the applicable Loan Make-Whole Premium (as defined in Section 32), and all
installments of Basic Rent, Additional Rent and all other sums then due and
payable hereunder to and including the date of termination, without offset or
deduction for any reason. Tenant shall pay all charges, fees and expenses
incident to such termination by Tenant, including counsel fees and expenses, and
all applicable federal, state, and local taxes (other than any income or
franchise taxes levied upon or assessed against Landlord and those taxes assumed
in determining the Termination Value) which may be incurred or imposed by reason
of such termination.

(f)   Subject to the provisions of subsection 5(d) above, the Basic Rent
payable by Tenant during any Extended Term of this Lease shall be an amount
equal to ninety-five percent (95%) of the then fair rental value of the Premises
(calculated without regard to the existence of this Lease) based upon rentals
for properties similar to the Premises in size, use and occupancy in the
Dallas/Fort Worth greater metropolitan area, determined at the beginning of each
such Extended Term by the procedure set forth on Attachment 3 to this Lease.

(g)   Any payment of a Termination Value made pursuant to this Lease shall
be made only on a date which is also a Basic Rent Payment Date.

(h)   In the event that Landlord is entitled to any investment tax credit
due to or in connection with the acquisition of the Premises or the construction
of any improvements (whether Previous Construction, Renovations, Permitted
Alterations or other construction) performed on any portion of the Premises,
there shall be no Rent/Termination Value Adjustments caused thereby, and Tenant
shall not receive any advantage therefrom, whether in the form of rent
concessions, any other concessions with respect to any of Tenant's obligations
under this Lease, or otherwise; provided, however, that (A) if Landlord is
permitted and able to "pass through" to Tenant any such investment tax credit
without cost or expense of any kind to Landlord, Landlord shall do so, so long
as Landlord shall be satisfactorily indemnified by Tenant as to (1) any
recapture which may later result or be required, and (2) any other costs or
expenses which may be incurred by Landlord in connection with such transfer of
any such

7

investment tax credit, and (B) to the extent that Landlord is unable to "pass
through" to Tenant any such investment tax credit as provided in (A) above
notwithstanding Tenant's satisfaction of the indemnification requirement set
forth above, Landlord shall, upon receipt from Tenant of a satisfactory
indemnification agreement indemnifying Landlord with respect to any recapture
which may later result or be required of Landlord because of such investment tax
credit, pay to Tenant an amount equal to any actual tax credit Landlord receives
and is able to apply, as a result of such investment tax credit, against tax
which would otherwise be payable, which payment to Tenant shall be made within
thirty (30) days after Landlord files the subject tax return with the Internal
Revenue Service.

6.   Net Lease; Non-Terminability.

(a)  This is an absolutely net lease to Landlord. It is the intent of the
parties hereto that the Basic Rent payable under this Lease shall be an
absolutely net return to the Landlord and that Tenant shall pay all costs and
expense relating to the premises and the business carried on therein, unless
otherwise expressly provided in this Lease. Any amount or obligation herein
relating to the Premises which is not expressly declared to be that of the
Landlord shall be deemed to be an obligation of Tenant to be performed by Tenant
at Tenant's expense. Basic Rent, Additional Rent and all other sums payable
hereunder by Tenant, shall be paid without notice (except as otherwise expressly
provided in subsection 5(b) with respect to interest on payments made by
Landlord), demand, setoff, counterclaim, abatement, suspension, deduction or
defense.

(b)  This lease shall not terminate, nor shall Tenant have any right to
terminate this Lease, nor shall Tenant be entitled to any abatement or reduction
of rent hereunder (except as otherwise expressly provided in subsection 5(d) and
subsection 14(c)), nor shall the obligations of Tenant under this Lease be
affected, by reason of (i) any damage to or destruction of all or any part of
the Premises from whatever cause; (ii) the taking of the Premises or any portion
thereof by condemnation, requisition or otherwise; (iii) the prohibition,
limitation or restriction of Tenant's use of all or any part of the Premises, or
any interference with such use; (iv) any eviction by paramount title or
otherwise; (v) Tenant's acquisition or ownership of all or any part of the
Premises otherwise than as expressly provided herein; (vi) any default on the
part of Landlord under this Lease, or under any other agreement to which
Landlord and Tenant may be parties; (vii) the failure of Landlord to deliver
possession of the Premises on the commencement of the term hereof; or (viii) any
other cause whether similar or dissimilar to the foregoing, any present or
future law to the contrary notwithstanding. It is the intention of the parties
hereto that the obligations of Tenant hereunder shall be separate and
independent covenants and agreements, that the Basic Rent, the Additional Rent
and all other sums payable by Tenant hereunder shall continue to be payable in
all events and that the obligations of Tenant hereunder shall continue
unaffected, unless the requirement to pay or perform the same shall have been
terminated pursuant to an express provision of this Lease. Notwithstanding
anything to the contrary contained above, Tenant does retain a separate and

8

independent right to sue the Landlord; provided, however, any judgment in favor
of Tenant shall not abate Basic Rent or Additional Rent or terminate Tenant's
obligations hereunder.

(c)   Tenant agrees that it will remain obligated under this Lease in
accordance with its terms (except as otherwise expressly provided in subsection
5(d) and subsection 14(c)), and that it will not take any action to terminate,
rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency,
reorganization, composition, readjustment, liquidation, dissolution, or
winding-up or other proceeding affecting Landlord or its successors in interest,
or (ii) any action with respect to this Lease which may be taken by any trustee
or receiver of Landlord or its successors in interest or by any court in any
such proceeding.

(d)   Tenant waives all rights which may now or hereafter be conferred by
operation of law (i) to quit, terminate or surrender this Lease or the Premises
or any part thereof, or (ii) to any abatement, suspension, deferment or
reduction of the Basic Rent, Additional Rent or any other sums payable under
this Lease.

(e)   If Landlord shall voluntarily breach its covenant of quiet enjoyment
under this Lease, Tenant's obligations under this Lease shall thereafter be
equitably and appropriately reduced by Landlord and Tenant to reflect the effect
of such breach by Landlord.

7.    Taxes and Assessments; Compliance with Law; Environmental Matters.

(a)   Tenant shall pay or discharge all Impositions, as hereinafter
defined, when due. Notwithstanding the foregoing provision of this subsection
7(a), the term "Imposition" shall not include and Tenant shall not be required
to pay any franchise, corporate, estate, inheritance, succession, transfer
(other than transfer taxes, recording fees, or similar charges payable in
connection with a conveyance hereunder to Tenant), income, excess profits or
revenue taxes of any Landlord hereunder, other than any gross receipts or
similar taxes imposed or levied upon, assessed against or measures by the Basic
Rent, Additional Rent or any other sums payable by Tenant hereunder or levied
upon or assessed against the Premises (unless such gross receipts or similar
taxes are in lieu of an income, profit or revenue tax of Landlord, but only to
the extent of such substitution and only to the extent that such tax, assessment
or other charge would be payable if the Premises were the only property of
Landlord subject thereto). The exclusion contained in the immediately preceding
sentence shall not apply to any tax, assessment, charge or levy imposed or
levied upon or assessed against Landlord in substitution for or in place of an
Imposition. Tenant agrees to furnish to Landlord, within thirty (30) days after
written demand therefor, evidence of the payment of all Impositions. In the
event that any Imposition levied or assessed against the Premises becomes due
and payable during the Term hereof and may be legally paid in installments,
Tenant shall have the option to pay such Imposition in installments. In such
event, Tenant shall be liable only for

9

those installments which become due and payable during the Term. To the extent
that any Impositions accrue during the Term of this Lease but do not become due
and payable until after the Term of this Lease, and/or to the extent that
Impositions are paid by Tenant which relate to periods of time after the
expiration of the Term of this Lease, appropriate adjustments and prorations of
the amounts of such Impositions shall be made between Landlord and Tenant
promptly after such expiration of the Term of this Lease.

(b)   Tenant shall, at its expense, comply with and, subject to the
provisions of the Environmental Indemnity Agreement (hereinafter defined) with
respect to the environmental matters which are Landlord's responsibility as
therein provided, shall take such action as is necessary to cause the Premises
to comply with, all restrictive covenants, private restrictions, and
governmental statutes, laws, rules, orders, regulations and ordinances, the
failure to comply with which at any time would affect the Premises or any part
thereof, or the use thereof, including those which require the making of any
structural, unforeseen or extraordinary changes, alterations, or repairs,
whether or not any of the same involve a change of policy on the part of the
body enacting the same, including, but not limited to the Americans With
Disabilities Act of 1990, 42 U.S.C. Section 12101 et seq., and any requirements
of the State of Texas concerning accessibility standards for the handicapped,
including, without limitation, Tex. Rev. Civ. Stat. Ann. Art. 601(b) (to the
extent applicable) and approval of plans and specifications by the Department of

(b)   Licensing and Regulation as required by Tex. Rev. Civ. Stat. Ann.
Art. 9102. Tenant shall, at its expense, comply with and perform all changes
required in order to obtain the Required Insurance (as hereinafter defined), and
with the provisions of all contracts, agreements, instruments and restrictions
existing at the commencement of this Lease or thereafter suffered or permitted
by Tenant affecting the Premises or any part thereof or the ownership, occupancy
or use thereof.

(c)   Tenant, Landlord and Principal Mutual Life Insurance Company have
executed and delivered to one another, contemporaneously with the execution and
delivery of this Lease, original counterparts of that certain Environmental
Indemnity Agreement, a copy of which is attached hereto as Exhibit L and made a
part hereof for all purposes (the "Environmental Indemnity Agreement"), and the
provisions of which are incorporated herein by this reference. To the extent
that the provisions of (A) this Section 7(c) and Section 32, and (B) the
Environmental Indemnity Agreement conflict, the Environmental Indemnity
Agreement shall control. Tenant shall:

(i)  not cause, suffer or permit a release or discharge of any
Hazardous Material (as defined in Section 32) at the Premises
(whether originating thereon or migrating to the Premises from other
property), or cause, suffer or permit any Hazardous Material to be
introduced to the Premises on or after the date of this Lease,
without the express prior written approval of Landlord and Permitted
Beneficiary, which may be withheld

without cause and in their sole discretion, and shall
promptly: (A) pay any claim against Tenant, Landlord,
Permitted Beneficiary or the Premises, (B) remove any
charge or lien upon any of the Premises, and (C) defend,
indemnify and hold Landlord and Permitted Beneficiary
harmless from any and all claims, expenses, liability, loss
or damage, resulting from any Hazardous Material released
or discharged at or from, or introduced to, the Premises
(1) by Tenant, on any date prior to the date of this Lease,
or (2) by Tenant or any other party on or after (but not
prior to) the date of this Lease;

(ii) not cause, suffer or permit any Hazardous Material to
exist on or discharge from any property owned or used by
Tenant which would result in any charge or lien upon the
Premises and shall promptly: (A) pay any claim against
Tenant, Landlord, Permitted Beneficiary or the Premises,
(B) remove any charge or lien upon the Premises, and (C)
defend, indemnify and hold Landlord and Permitted
Beneficiary harmless from any and all claims, expenses,
liability, loss or damage, resulting from the existence of
any such Hazardous Material;

(iii) notify Landlord and Permitted Beneficiary in writing
of any Hazardous Material that exists on or is released or
discharged from, at or onto the Premises (whether
originating thereon or migrating to the Premises from other
property) within ten (10) days after Tenant first has
knowledge of such existence of discharge;

(iv) comply, and cause the Premises to comply, with all
statutes, laws, ordinances, rules and regulations of all
local, county, state or federal authorities having
authority over the Premises or any portion thereof or their
use; [and comply at Tenant's sole cost and expense, with
each and every recommendation set forth in that certain
report entitled "Closure Confirmation Document" concerning
the Premises prepared by Albert H. Halff & Associates,
Inc., dated April 1, 1993];

(v) perform all of the environmental remediation work
described on Exhibit J attached hereto and made a part
hereof (the "Remediation") in a careful, proper and timely
manner, completing same no later than December 31, 1993, in
accordance with the specifications and requirements set
forth on Exhibit J hereto, and subject to Landlord's
approval in its sole and absolute discretion, and the
approval of such inspecting environmental remediation
experts as Landlord may designate or employ; and

(vi) to the extent that the Renovations involve the
installation at the Premises of any underground storage
tanks ("USTs"), Tenant shall, in connection with any
installation,

maintenance, operation and any future removal of such USTs,
comply in all respects with all applicable statutes, laws,
ordinances, rules, and regulations of all local, county,
state, or federal authorities having jurisdiction over the
USTs. Without limiting the foregoing, Tenant agrees that it
shall: (A) comply with the regulations, guidance documents,
and requirements of the Texas Water Commission ("TWC
Regulations") in the design, technical specifications,
installation, and operation of the USTs; (B) to the extent
registration is required, register the USTs as the operator
with the Texas Water Commission ("TWC"); (C) provide the
financial assurance required in connection with such
registration; (D) respond to and remediate any releases or
spills associated with the USTs in full compliance with TWC
Regulations; (E) at the option of Landlord, excavate,
remove and dispose of the USTs at the expiration or
termination of this Lease in full compliance with TWC
regulations and restore the area from which the USTs were
removed to substantially the same condition as before the
USTs were installed, it being understood and agreed that,
if Landlord elects not to require the removal of USTs as
provided above, the USTs shall be and thereafter remain the
property of Landlord after the expiration or termination of
this Lease; and (F) defend, indemnify, and hold Landlord
and Permitted Beneficiary harmless from any and all claims,
expenses, liability, costs, obligations, loss or damage
arising in any manner in connection with such USTs.

Tenant's obligations and liabilities under this subsection 7(c) shall survive
the expiration of this Lease. The date of Tenant's satisfactory completion of
the Remediation as required by subsection 7(c)(v) above shall be the date upon
which Tenant delivers to Landlord, at Tenant's sole cost and expense, an
environmental report acceptable in all respects to Landlord in the exercise of
its sole and absolute discretion, from an environmental audit firm designated by
Landlord, certifying to Landlord that the Remediation has been satisfactorily
completed; provided, however, that nothing herein shall be interpreted as
relieving Tenant of Tenant's obligation to complete the Remediation and to
deliver the report herein described on or before the date set forth above in
subsection 7(c)(v).

8. Indemnification. Tenant agrees to pay, and to protect, defend,
indemnify and save harmless Landlord, Permitted Beneficiary and their agents
from and against any and all liabilities, losses, damages, costs, expenses
(including all reasonable attorney's fees and expenses of Landlord), causes of
action, suits, claims, demands or judgments of any nature whatsoever (i) arising
from any injury to, or the death of, any person or damage to property on the
Premises or upon adjoining sidewalks, streets or right of ways, in any manner
growing out of or connected with the use, non-use, condition or occupation of
the Premises, adjoining sidewalks, streets or right of ways, so long as not
occasioned by a grossly negligent act of Landlord, Permitted Beneficiary, or
their agents, servants, employees or assigns, and/or (ii) arising from violation
by

Tenant of any agreement or condition of this Lease, or any contract or agreement
to which Tenant is a party or any restriction, law, ordinance or regulation, in
each case affecting the Premises or any part thereof or the ownership, occupancy
or use thereof, so long as not occasioned by a grossly negligent act of
Landlord, Permitted Beneficiary, or their agents, servants, employees or
assigns. If Landlord, Permitted Beneficiary or any agent of Landlord or
Permitted Beneficiary shall be made a party to any such litigation commenced
against Tenant, and if Tenant, at its expense, shall fail to provide Landlord,
Permitted Beneficiary or their agents with counsel (upon Landlord's request)
selected by Tenant, approved by Landlord, which approval shall not be
unreasonably withheld, Tenant shall pay all costs and attorneys' fees and
expenses incurred or paid by Landlord, Permitted Beneficiary or their agents in
connection with such litigation. Tenant's obligations and liabilities under this
Section 8 shall survive the expiration or termination of this Lease.

9.  Liens; Grants of Easements.

(a) Tenant will not, directly or indirectly, (i) create or permit to be
created, or (ii) except for those caused by Landlord's gross negligence, permit
to remain, and will promptly discharge, at its expense, any mortgage, lien,
encumbrance or charge on, pledge of, or conditional sale or other title
retention agreement with respect to, the Premises or any part thereof or
Tenant's interest therein or the Basic Rent, Additional Rent or other sums
payable by Tenant under this Lease, other than (1) any encumbrances permitted by
a Permitted Deed of Trust (as defined in subsection 32) and (2) any encumbrance
or charge permitted in the subsections below. Nothing contained in this Lease
shall be construed as constituting the consent or request, expressed or implied,
by Landlord to or for the performance of any labor or services or of the
furnishing of any materials for any construction, alteration, addition, repair
or demolition of or to the Premises or any part thereof by any contractor,
subcontractor, laborer, materialman or vendor, except with respect to the
Previous Construction (hereinafter defined). Notice is hereby given that
Landlord will not be liable for any labor, services or materials furnished or to
be furnished to Tenant, or to anyone holding the Premises or any part thereof,
and that no mechanic's or other liens for any such labor, services or materials
shall attach to or affect the interest of Landlord in and to the Premises.

(b) Pursuant to an agreement with the prior owner of the Premises, Tenant
commenced construction of certain improvements prior to Landlord's purchase of
the Premises and prior to the date of this Lease (the `Previous Construction"),
and Tenant has indemnified Landlord and Principal Mutual Life Insurance Company
with respect to such Previous Construction by executing and delivering to
Landlord contemporaneously with the execution of this Lease that certain
Agreement Regarding Liens dated as of even date herewith. Tenant represents and
warrants to Landlord that all costs of labor and material in connection with the
Previous Construction have been paid in full or will be paid in full in a manner
consistent with industry practice, from time to time as such expenses become
payable. Tenant shall

deliver lien waivers relating to all portions of the Previous Construction, any
Permitted Alterations, and all portions of the Renovations (defined in Section
11 hereof) undertaken after the date of this Lease. Tenant covenants to pay all
contractors, subcontractors, materialmen and other parties providing labor,
services or material in connection with the Previous Construction, any Permitted
Alterations and/or the Renovations in a manner which is in accordance with
industry practice, and to take all actions to prevent any mechanic's or
materialmen's liens or affidavits in connection with the Previous Construction,
any Permitted Alterations and/or the Renovations from being recorded or
remaining effective against any portion of the Premises. Tenant will deliver to
Landlord and Permitted Beneficiary no sooner than 150 days after the completion
of all Previous Construction, any Permitted Alterations and the Renovations,
respectively, and no later than 185 days after the completion of each, an
abstractor's certificate or other title update report, in form satisfactory to
Landlord (a "Title Update"), together with copies of all documents listed
therein, which Title Update shall describe all documents recorded in connection
with the Premises since the date of this Lease, and Tenant shall obtain a
release of or bond off of the Premises any mechanic's materialmen's or other
lien described in the Title Update within 30 days after Tenant's receipt of the
Title Update.

(c) Landlord hereby appoints Tenant its agent and attorney-in-fact and
authorizes Tenant (i) to grant easements, licenses, rights-of-way and other
rights and privileges in the nature of easements; (ii) to release existing
easements and appurtenances which are for the benefit of the Premises; and (iii)
to execute and deliver any instrument necessary or appropriate to confirm such
grants, releases or consents to any person, with or without consideration, in
each case, however, only if such action does not materially or adversely impact
the value of the Premises and only upon compliance with the provisions of any
Permitted Deed of Trust. Tenant agrees that it will notify Landlord of any such
grant or release and will forward to Landlord promptly after the execution
thereof a copy of any instrument confirming such grant or release. Any
consideration paid for such grant or release shall be apportioned between Tenant
and Landlord as their interests may then appear. Tenant agrees that Tenant will
remain obligated under the terms of this Lease to the same extent as if such
easement, license, right-of-way, other right or privilege had not been granted,
such easement or appurtenance had not been released, such transfer had not been
consented to, and such instrument had not been executed and delivered, and that
Tenant will perform all obligations of the grantor, releasor or transferor under
such instrument of grant, release or consent.

10. Maintenance and Repair; Completion of Improvements.

(a) Tenant acknowledges that it has received the Premises in its "as is"
condition. Tenant agrees that, at its expense, it shall keep and maintain the
Premises, including any altered, rebuilt, additional or substituted buildings,
structures and other improvements thereto, in good repair and appearance, except
for ordinary wear and tear. Tenant shall also make promptly, all structural and
nonstructural, foreseen and

unforeseen, ordinary and extraordinary changes and repairs of every kind which
may be required to be made to keep and maintain the Premises in such good
condition, repair and appearance as a class A office facility, of similar size,
use, occupancy and appearance, located in the Dallas/Fort Worth greater
metropolitan area, and Tenant will keep the Premises orderly and free and clear
of rubbish. Tenant covenants to perform or observe all terms, covenants or
conditions of any reciprocal easement or maintenance agreement to which it may
at any time be a party or to which the Premises are currently subject. Tenant
shall, at its expense, use its best efforts to enforce compliance with any
reciprocal easement or maintenance agreement benefiting the Premises by any
other person subject to such agreement. Landlord shall not be required to
maintain, repair or rebuild, or to make any alterations, replacements or
renewals of any nature to the Premises, or any part thereof, whether ordinary or
extraordinary, structural or nonstructural, foreseen or not foreseen to maintain
the Premises or any part thereof in any way. Tenant hereby expressly waives the
right to make repairs at the expense of Landlord which may be provided for in
any law in effect at the time of the commencement of the Term or which may
thereafter be enacted. If Tenant shall abandon the Premises, it shall give
Landlord and any Permitted Beneficiary immediate notice thereof.

(b) If any improvements situated on the Premises at any time during the
Term shall encroach upon any property, street or right-of-way adjoining or
adjacent to the Premises, or shall violate the agreements or conditions
contained in any restrictive covenant affecting the Premises or any part
thereof, or shall impair the rights of others under or hinder or obstruct any
easement or right-of-way to which the Premises are subject, then, promptly after
the written request of Landlord or any person affected by any such encroachment,
violation, impairment, hindrance or obstruction, Tenant shall, at its expense,
either (i) obtain effective waivers or settlements of all claims, liabilities
and damages resulting from each such encroachment, violation, impairment,
hindrance or obstruction whether the same shall affect Landlord, Tenant or both,
or (ii) make such changes in the improvements on the Premises and take such
other action as shall be necessary to remove such encroachments, hindrances or
obstructions and to end such violations or impairments, including, if necessary,
the alteration or removal of any improvement on the Premises. Any such
alteration or removal shall be made in conformity with the requirements of
subsection 11(a) to the same extent as if such alteration or removal were an
alteration under the provisions of subsection 11(a).

11. Alterations.

(a) Subject to Tenant's covenants in Section 17, Tenant may, at its
expense, at any time after written notice to Landlord and Permitted Beneficiary
of its plans (which notice shall include a description of and the plans and
specifications for the proposed additions or alterations), but without the
consent of such parties other than the approval of the plans and specifications
therefor, make Permitted Alterations to the Premises, provided, that (i) all
Permitted Alterations are architecturally consistent with existing Improvements,
as verified by an architect's

certificate addressed to Landlord and Permitted Beneficiary, from a nationally
recognized architectural firm; (ii) such actions shall be performed in a good
and workmanlike manner; (iii) such Permitted Alterations shall be expeditiously
completed in compliance with all laws, ordinances, rules, regulations and
requirements applicable thereto, (iv) whether or not any subletting or
assignment regarding any portion of the Premises has occurred, any such
Permitted Alterations, whether performed by any sublessee or assignee, or by
Tenant, shall not violate or be inconsistent with any of the Use Restrictions,
and (v) Tenant is otherwise in compliance with the provisions of this Lease.
Tenant shall promptly pay all costs and expenses of each Permitted Alteration,
discharge all liens arising therefrom and procure and pay for all permits and
licenses required in connection therewith.

(b) Subject to Tenant's covenants contained in Section 17, Tenant may,
at its expense, but only with Landlord's and Permitted Beneficiary's prior
written consent, construct upon the Premises additions to or alterations,
substitutions or replacements of the Improvements, other than Permitted
Alterations, upon compliance with all the terms and conditions set forth in
subsection 11(a). Landlord's and Permitted Beneficiary's written consent may be
withheld or denied in the exercise of such parties' sole and absolute
discretion, and shall be granted only if such parties are able to obtain the
opinion of such parties' respective tax counsel that such additions,
alterations, substitutions or replacements by Tenants (other than Permitted
Alterations) will not result in Tenant obtaining an ownership interest in any
portion of the Premises, or result in any taxable income to Landlord. Tenant
shall pay all costs, fees and expenses associated with obtaining such legal
opinions. All Improvements [including, without limitation, those described in
Section 11(a)] shall be and remain part of the realty and the property of
Landlord and subject to this Lease. Tenant may, at its expense, install,
assemble or place any items of trade fixtures, machinery or equipment upon the
Premises. Such trade fixtures, machinery or equipment shall be and remain the
property of Tenant and Tenant may remove the same from the Premises at any time
prior to the termination of this Lease, provided that Tenant shall repair any
damage to the Premises resulting from such removal. Notwithstanding anything in
this subsection 11(b) to the contrary, (i) so long as no default then exists
under this Lease, Tenant may, within thirty (30) days of the expiration or
termination of the Term of this Lease, remove (but shall not be obligated to
remove) from the Premises any trade fixtures of Tenant and such trade fixtures
so removed shall remain the property of Tenant, but any trade fixtures of Tenant
or other property not removed from the Premises within thirty (30) days of the
expiration or termination of the Term of this Lease shall immediately become the
property of Landlord, (ii) all costs of repair of the Premises necessitated by
Tenant's removal from the Premises of Tenant's trade fixtures or other property
shall be borne solely by Tenant, (iii) all costs of removal of any of Tenant's
trade fixtures or other property which is not removed from the Premises by
Tenant within thirty (30) days of the expiration or termination of this Lease,
as well as the cost of any repair of the remainder of the Premises necessitated
by any removal of such trade fixtures or other property by

Landlord, shall be borne solely by Tenant, and (iv) the provisions of this
subsection shall survive any expiration or termination of the Lease.

(c) Subject to Tenant's covenants in Section 17, Tenant shall
construct and accomplish certain improvements, renovations and retrofitting in
connection with the Improvements (collectively, the "Renovations") in accordance
with the plans and specifications described in the documents attached hereto and
made a part hereof as Exhibit K and the development budget set forth on Exhibit
I, which Renovations shall be completed no later than April 30, 1994, and
without any expenditures other than those specified in Exhibit I (except for
expenditures for Permitted Alterations). Tenant shall obtain all necessary
consents, permits, certificates, easements and approvals as may be necessary or
appropriate for the construction and/or completion of the Renovations. Landlord
shall pay to Tenant for construction of the Renovations on behalf of Landlord
and for the Fees and Costs (as defined in Section 32), the amount of
$15,932,616.00 contemporaneously with the execution of this Lease (the
"Renovation Cost"). The cost of the Renovations, all Fees and Costs, and any
related costs shall not, in the aggregate, exceed the Renovation Cost except to
the extent that the Renovations constitute Permitted Alterations. In the event
that any portion of the Renovation Cost remains unspent by Tenant after
completion of the Renovations, any such remaining funds shall be repaid to
Landlord, the Basic Rent and Termination Values shall be adjusted as provided in
Section 5 of this lease (due to the change in the assumption as to the cost of
the Renovations), and Tenant shall pay to Landlord with the payment of such
remaining funds (i) a Lease Make Whole Premium, and (ii) any Loan Make-Whole
Premium. Monthly during the course of the construction of the Renovations,
Tenant shall deliver to Landlord and Permitted Beneficiary (and, upon direction
by Landlord and/or Permitted Beneficiary, any title company as may be
designated) as evidence of the application by Tenant of portions the Renovation
Cost toward the completion of the Renovations (1) American Institute of
Architects form draw requests, completed and executed by Tenant's supervising
architect, (2) a certification executed by Tenant, addressed to Landlord and
Permitted Beneficiary, specifying with respect to the Development Budget set
forth on Exhibit I, and with respect to the categories set forth on Attachment
2, the category of each expenditure during such month, the amount previously
expended with respect to each such category, and the amount which will be
necessary to be expended to complete the items designated in each such category,
and (3) lien waives executed by the contractors, subcontractors and materialmen
with respect to all expenditures indicated in the documentation described in (1)
and (2) above, in form and substance reasonably satisfactory to Landlord and
Permitted Beneficiary. From time to time during the construction of the
Renovations, and upon completion of the Renovations, Tenant will deliver to the
title company designated by Landlord and Permitted Beneficiary, lien waivers and
other documentation as may be required by such title company, and take such
other action as may be necessary (including, without limitation, payment of any
premiums and other charges by the title company) (A) to obtain and deliver to
Landlord and Permitted Beneficiary, respectively, endorsements to Landlord's
Owner Policy of Title Insurance and Permitted Beneficiary's Mortgagee Policy of

17

Title Insurance received contemporaneously with the execution and delivery of
this Lease, increasing the coverage thereof to the extent of amounts paid for
construction of the Renovations, and (B) upon completion of the Renovations, to
increase the actual coverage of each of such policies to the full face amount of
each of such policies as set forth on Schedule A thereto, and to delete from
both of such title insurance policies any "pending disbursements" exception and
any "completion of improvements" exception, without inclusion of any exceptions
to either of said policies not present on the date of the original issuance of
such policies. In the event that all of the Renovations are not completed and
the Renovations and all other portions of the Improvements "placed in service"
(as that term is used in the Code, hereinafter referenced as "placed in
service") on or before April 30, 1994 (the "Renovation Deadline"), Tenant shall
purchase the Premises from Landlord for a purchase price equal to the
Termination Value, plus a Lease Make Whole Premium, plus any Loan Make Whole
Premium, plus any taxes not imputed into the Termination Value; provided,
however, that the Renovation Deadline may, at Tenant's option, be extended by
Tenant until October 30, 1994, by paying an extension fee to Landlord equal to
one half of one percent (.5%) of the total amount of Landlord's investment in
the Premises (including all acquisition costs and the Renovation Cost), plus all
expenses incurred in connection with any such extension, so long as the Basic
Rent and Termination Values are adjusted, if necessary, as set forth in Section
5 of this Lease. The date on which the Renovations are Placed in Service shall
be conclusively determined by the date on which Tenant delivers to Landlord a
certificate of occupancy for all of the space which is the subject of the
Renovations, together with an executed architect's certificate addressed to
Landlord and Permitted Beneficiary certifying that the Renovations have been
completed in accordance with the plans and specifications described in Exhibit K
and as otherwise required by the terms of this Lease. In the event that the
Renovations do not conform to the component depreciation assumptions described
in Exhibit C of this Lease or, if the Renovations are completed prior to t he
Renovation Deadline but after the assumed dates for the Renovations and
Improvements being Placed in Service as set forth on Exhibit C, the Basic Rent
and Termination Values shall be adjusted as provided in Section 5 of this Lease.
After the completion of the Renovations as they pertain to Building A (as
defined in Exhibit C hereto) and again after the completion of the Renovations
as they pertain to Building B (as defined in Exhibit C hereto) and to Building C
(as defined in Exhibit C hereto), determination as to the conformity of such
Renovations with the previously approved plans and specifications therefor, and
confirmation that the depreciation components therefor described in Attachment 2
are included in the Renovations as completed, shall be accomplished, and, as to
each such building after its completion, shall be effected by (I) the delivery
by Tenant to Landlord of a certificate addressed to Landlord, describing all
actual costs incurred to date in connection with the Renovations and allocating
all of such costs among the various categories of expenditures describe din
Attachment 2, and (II) the preparation of an updated appraisal of the Premises
provided to Landlord at Tenant's sole cost and expense, updating the appraisal
received by Landlord contemporaneously with the execution of this Lease,
prepared by Arturo Singer and Harry Schroeder of Joseph J. Blake & Associates,
Inc.

containing a valuation dated as of April 1, 1993 (the "April, 1993 Appraisal").
The form of said certificates and appraisal updates is to be satisfactory to
Landlord in its sole discretion, and such items are to be delivered for the
purpose of confirming that such Renovations have been completed in accordance
with Exhibit K, adjusting the component depreciation amounts to reflect the
actual costs incurred in completing such Renovations, and calculating any
necessary Rent/Termination Value Adjustments as may be appropriate in accordance
with the provisions of Section 5(c) of this Lease as a result of the information
set forth on such updated appraisals and certificates delivered to Landlord. The
appraisal updates are not intended to adjust the specific items from one
depreciable class to another. Notwithstanding anything in this Lease to the
contrary, in addition to the requirements set forth above, all Renovations shall
be completed in a manner reasonably satisfactory to Landlord, and Landlord shall
have the right, from time to time, to inspect the progress of the Renovations
and to require correction of any defects or deficiencies or any non-compliance
with the plans and specifications attached to this Lease in Exhibit K or with
the development budget attached hereto as Exhibit I.

(d)  Notwithstanding anything in this section 11 to the contrary with
respect to (i) the source of funds to be used, or (ii) the cost of construction
of improvements by Tenant or the cost of completion of the Renovations by
Tenant, Tenant may, without Landlord or Permitted Beneficiary's prior consent,
but in any event subject to the provisions of Section 17 of this Lease, expend
Tenant's own funds for construction of Permitted Alterations.

12.  Insurance. (a) Tenant shall maintain, or cause to be maintained,
at its sole expense, the following insurance on the Premises (the ""required
Insurance"):

(i)  Property insurance insuring the building and improvements
for perils covered by the causes of loss - special form (all
risk) and in addition, ordinance or law coverage, flood,
earthquake and boiler and machinery (if applicable). Such
insurance shall be written on a replacement cost basis with
an agreed value equal to the full insurable replacement
value of the foregoing. The policy shall name Landlord as an
additional insured and loss payee and all Permitted
Beneficiaries or mortgagee of any deed of trust or mortgage
encumbering the Premises shall be shown as a mortgage
holder. Not more frequently than every year if in the
opinion of the Landlord, the amount of Tenant's property
insurance is found to be inadequate, Tenant will increase
the insurance amount as required by the Landlord.

(ii) Commercial general liability insurance naming the Landlord
and Permitted Beneficiary as additional insureds against any
and all claims as are customarily covered under a standard
policy form routinely accepted by

Permitted Beneficiary, for bodily injury and property
damage occurring in, or about the Premises arising out of
Tenant's use and occupancy of the Premises. Such insurance
shall have a combined single limit of not less than Two
Million Dollars ($2,000,000) per occurrence with a Twenty
Million Dollar ($20,000,000) aggregate limit and excess
umbrella liability insurance in the amount of at least Five
Million Dollars ($5,000,000). Tenant shall be required to
increase its insurance limits as may be required from time
to time by the Permitted Beneficiary or as may reasonably
be required by Landlord consistent with coverage on
properties similarly constructed, occupied and maintained.
Such liability insurance shall be primary and not
contributing to any insurance available to Landlord and
Landlord's insurance shall be in excess thereto. In no
event shall the limits of such insurance be considered as
limiting the liability of Tenant under this Lease.

(iii) Workers' compensation insurance in accordance with
statutory law and employers' liability insurance with a
limit of not less than $100,000 per employee and $500,000
per occurrence.

(iv)  Builders risk insurance insuring perils covered by the
causes of loss - special form (all risk) shall be purchased
for the value of the alteration and/or additions made to
the Premises when the work is not insured under Tenant's
property insurance policy.

(v)   Such other insurance as Landlord may, from time to time,
reasonably require, or which may, from time to time, be
required by Landlord's beneficiaries or mortgagees of any
deed of trust or mortgage encumbering the Premises, so long
as such other insurance is customarily required to be
carried on similar properties by institutional lenders in
the industry.

(b)  The policies required to be maintained by Tenant shall be with
companies having a rating of not less than A with a financial class of at lease
X in the most current issue of Best's Insurance Reports. Insurers shall be
licensed to do business in the state in which the Premises are located and
domiciled in the USA. Any deductible amounts under any insurance policies
required hereunder shall not exceed (1) $500,000.00, so long as Tenant's
financial condition is rated not less than "BBB+" by Standard & Poor's
Corporation and "Baa1" by Moody's Investment Service; (2) $250,000.00, so long
as Tenant's financial conditions is rated not less than "BBB" by Standard &
Poor's Corporation and "Baa2" by Moody's Investment Service; (3) $100,000.00, so
long as Tenant's financial conditions is rated not less than "BBB-" by Standard
& Poor's Corporation and "Baa3" by Moody's Investment Service; or (4) $5,000.00
at any time during which Tenant's financial condition is rated less than "BBB-"
by Standard & Poor's

Corporation or "Baa3" by Moody's Investment Service. Certificates of insurance
shall be delivered to Landlord prior to the commencement date and annually
thereafter at least fifteen (15) days prior to the expiration date of the old
policy. Tenant shall have the right to provide insurance coverage which it is
obligated to carry pursuant to the terms hereof in a blanket policy, provided
such blanket policy expressly affords coverage to the Premises and to Landlord
as required by this Lease. Each policy of insurance shall provide notification
to Landlord at least thirty (30) days prior to any cancellation or modification
to reduce the insurance coverage.

(c) (i) Insurance claims by reason of damage to or destruction of any
portion of the Premises shall be adjusted by Tenant; provided, however, that
although Tenant shall make the final decision with respect to any such
adjustment, Tenant shall, promptly after such damage or destruction, advise
Landlord and Permitted Beneficiary of such occurrence and consult with Landlord
and Permitted Beneficiary throughout the process of adjusting any such claim,
and provided further that both Landlord and any Permitted Beneficiary shall have
the right to be and remain involved in the adjustment process and to receive
copies of all correspondence and documentation pertaining thereto. Tenant shall
keep Landlord and Permitted Beneficiary fully advised as to all matters on a
current basis. Landlord shall not be required to prosecute any claim against, or
to contest any settlement proposed by, an insurer. Tenant may, at its expense,
prosecute any such claim or contest any such settlement in the name of Landlord,
Tenant or both, and Landlord will join therein at Tenant's written request upon
the receipt by Landlord of an indemnity from Tenant against all costs,
liabilities and expenses in connection therewith.

(c)(ii) Subject to the provisions of Section 13, proceeds from the property
insurance policy shall be made available from Landlord or Permitted Beneficiary
to Tenant, but only against certificates of Tenant delivered to Landlord from
time to time as such work or repair progresses, each such certificate describing
the work or repair for which Tenant is requesting payment and the cost incurred
by Tenant in connection therewith and stating that Tenant has not theretofore
received payment for such work and has sufficient funds remaining to complete
the work free of liens or claims. Subject to the provisions of Section 13, any
proceeds remaining after Tenant has repaired the Premises pursuant to Section 13
shall be delivered to Tenant but only to the extent that the aggregate amount of
such proceeds so remaining and all amounts theretofore paid to Tenant pursuant
to this sentence do not exceed $100,000.00. If such aggregate amounts exceed
$100,000.00, the excess may be retained by Landlord and applied in reduction of
the principal amount of the indebtedness secured by any Permitted Deed of Trust
or paid to Tenant at Landlord's sole option. After the retention of any such
amount by Landlord, each installment of Basic Rent payable on and after the
second Basic Rent Payment Date occurring after such retention shall be equitably
reduced but in no event shall Basic Rent be reduced lower than the monthly debt
service payments due under any Permitted Deed of Trust. No payment shall be made
to Tenant pursuant to this subsection 12(c) if any default shall have happened
and be continuing under this Lease. Notwithstanding anything herein to the
contrary, this subsection (c)(ii) shall not apply or have any effect at any

time during which Tenant's financial condition is rated no less than "BBB" by
Standard & Poor's Corporation and "Baa2" by Moody's Investment Service.

(d) In the event Tenant does not purchase the insurance required by this
Lease or keep the same in full force and effect, Landlord may, but shall not be
obligated, to purchase the necessary insurance and pay the premium. Tenant shall
repay to Landlord, as Additional Rent, the amount so paid promptly upon demand.
In addition, Landlord may recover from Tenant and Tenant agrees to pay, as
Additional Rent, any and all reasonable expenses (including attorneys' fees) and
damages which Landlord may sustain by reason of the failure to Tenant to obtain
and maintain such insurance.

(e) Landlord or Permitted Beneficiary shall not be limited in the proof of
any damages which Landlord or Permitted Beneficiary may claim against Tenant
arising out of or by reason of Tenant's failure to provide and keep in force
insurance, as provided above, to the amount of the insurance premium or premiums
not paid or incurred by Tenant and which would have been payable under such
insurance; but Landlord and Permitted Beneficiary shall also be entitled to
recover as damages for such breach, the uninsured amount of any loss, to the
extent of any deficiency in the Required Insurance and damages, costs and
expenses of suit suffered or incurred by reason of or damage to, or destruction
of, provide the Required Insurance. Tenant shall indemnify and hold harmless
Landlord and Permitted Beneficiary for any liability incurred by Landlord or
Permitted Beneficiary arising out of any deductibles for Required Insurance.

(f) Provided (i) no Event of Default has occurred and is continuing; (ii)
Tenant maintains a Consolidated Tangible Net Worth of at least $750,000,000.00
determined in accordance with generally accepted accounting principals; and
(iii) Tenant's financial condition is not rated less than "BBB+" by Standard &
Poor's Corporation and "Baal" by Moody's Investment Service, Tenant may
self-insure the Required Insurance. Tenant shall provide annually to the
Landlord a certificate indicating its decision to self-insure in the form
attached hereto as Exhibit E. For purposes of this subsection (f), the term
"Consolidated Tangible Net Worth" shall mean "equity, plus the liability
appearing on the balance sheet of Tenant for post retirement benefits other than
pensions recorded in accordance with Statement of Financial Accounting Standards
No. 106, less net intangibles arising from acquisitions (or goodwill) "
calculated as of the end of each fiscal quarter year. Notwithstanding anything
in this subsection 12(f) to the contrary, in the event that a breach of this
subsection 12(f) is caused solely by the effect of a future change in accounting
principle, Landlord agrees to negotiate with Tenant in good faith to resolve
and/or remedy such breach.

13. Casualty.

(a) If, during the Primary Term, a part of the Premises shall be damaged or
destroyed by casualty, and if the estimated cost of rebuilding, replacing and
repairing the same shall be or exceed $100,000.00, Tenant shall promptly notify
Landlord and Permitted Beneficiary thereof; and

(whether or not such estimated cost shall be or exceed $100,000.00 and whether
or not all or a portion of the Premises is destroyed) Tenant shall, with
reasonable promptness and diligence, rebuild, replace and repair any damage or
destruction to the Premises, at its expense, in conformity with the requirements
of subsection 11(a) in such manner as to restore the same to the same condition,
as nearly as possible, as existed prior to such casualty and there shall be no
abatement of Basic Rent or Additional Rent.

(b) If, after the Primary Term and during any Extended Term, the Premises
is substantially (75% of the Improvements) or totally destroyed by casualty,
Tenant shall have the option to either (i) rebuild or restore the Premises and
receive the necessary portion of the insurance proceeds generated therefrom to
pay for such rebuilding or restoration, or (ii) terminate this Lease not less
than one (1) year after delivery of notice to Landlord of Tenant's intention to
do so and upon payment to Landlord of all amounts then due and payable under
this Lease, with all insurance proceeds being paid to and retained by Landlord,
or, in the event of and to the extent of self insurance, an amount equal to the
insurance proceeds which would have been available if insurance coverage had
then been in place.

(c) Notwithstanding anything in this Section 13 to the contrary, during any
period of time when there continues to exist a default by Tenant under the terms
of this Lease, Landlord, in the exercise of its sole and absolute discretion,
shall have the right to receive any insurance proceeds from any casualty and to
apply same toward payment of any indebtedness owed to any Permitted Beneficiary
instead of allowing such proceeds to be used by Tenant for the rebuilding or
restoration of the damaged portion of the Premises. In such event, there shall
be an equitable adjustment in the Rent/Termination Value after any cure of such
default, to become effective as of the date of such cure.

14. Condemnation.

(a) Subject to the rights of Tenant set forth in this Section 14, Tenant
hereby irrevocably assigns to Landlord any award or payment to which Tenant may
be or become entitled with respect to the taking of the Premises or any part
thereof, by condemnation or other eminent domain proceedings pursuant to any
law, general or special, or by reason of the temporary taking of the use or
occupancy of the Premises or any part thereof, by any governmental authority,
civil or military, whether the same shall be paid or payable in respect of
Tenant's leasehold interest hereunder or otherwise. Landlord shall be entitled
to participate in any such proceeding and the expenses thereof (including
counsel fees and expenses) shall be paid by Tenant.

(b) (1) If, during the Primary Term (i) the entire Premises shall be taken
by or on account of any actual or threatened condemnation or other eminent
domain proceeding pursuant to any law, general or special or (ii) if 25% of the
Improvements or 50% of the Land Parcel is taken and said portion renders the
remaining premises uneconomic for the continued use or occupancy in the business
of Tenant, in the good faith judgment of Tenant's

Board of Directors, Tenant's Chief Executive Officer, or the Executive Vice
President of TRW Information Systems and Services, then Tenant shall deliver a
Purchase Offer (as defined in Section 32) to Landlord, specifying a termination
date (the "Termination Date") occurring not less than one (1) year after the
delivery of such Purchase Offer and a purchase price equal to the Termination
Value plus all other amounts then due and payable under this Lease, and this
Lease shall continue in full force and effect without any abatement of rent,
notwithstanding any taking, until the Termination Date. The Purchase Offer shall
be for a purchase of the Premises and any Net Award (as hereinafter defined) and
shall be accompanied by a Tenant's Certificate stating either that the
conditions set forth in clause (i) or (ii) of this subsection 14(b) (l) have
been fulfilled. If the conditions set forth in clause (i) or (ii) of this
subsection 14(b) (l) are fulfilled and if Tenant shall have failed to deliver a
Purchase Offer as required above, Tenant conclusively shall be presumed to have
made a Purchase Offer on a date which is sixty (60) days after any such taking
(or such later date as is agreed to in writing by Landlord), and in the event
Tenant is so presumed to have made a Purchase Offer, the Termination Date shall
be deemed to be ninety (90) days after such Purchase Offer is presumed to have
been made; but nothing in this sentence shall relieve Tenant of its obligation
actually to deliver such Purchase Offer.

(b)(2) If, after the Primary Term and during any Extended Term, the
Premises is substantially (25% of the Improvements or 50% of the Land Parcel) or
totally condemned or taken pursuant to other eminent domain proceedings, Tenant
shall have the option to either (i) rebuild or restore the Premises to the
extent possible and receive the necessary portion of the proceeds from the
condemnation or other eminent domain proceedings, or (ii) terminate this Lease
not less than one (1) year after delivery of notice to Landlord of Tenant's
intention to do so and upon payment to Landlord of all amounts then due and
payable under this Lease, with all condemnation or other eminent domain proceeds
being paid to and retained by Landlord.

(c)    If during any Term (i) a portion of the Premises shall be taken by
condemnation or other eminent domain proceedings, which taking is not sufficient
to require that Tenant give a Purchase Offer or (ii) the use or occupancy of the
Premises or any part thereof shall be temporarily taken by any governmental
authority; then this Lease shall continue in full effect without abatement or
reduction of Basic Rent, Additional Rent or other sums payable by Tenant
hereunder notwithstanding such partial or temporary taking. Tenant shall,
promptly after any such temporary taking ceases, at its expense, repair any
damage caused thereby in conformity with the requirements of subsection 11(a) so
that, thereafter, the Premises shall be, as nearly as possible, in a condition
as good as the condition thereof immediately prior to such taking. In the event
of any such partial taking, Landlord shall make the Net Award (as hereinafter
defined) available to Tenant to make such repair but, if such Net Award shall be
in excess of $250,000.00, only against certificates of Tenant delivered to
Landlord from time to time as such work or repair progresses, each such
certificate describing the work or repair for which Tenant is requesting payment
and

the cost incurred by Tenant in connection therewith and stating that Tenant has
not theretofore received payment for such work. Any Net Award remaining after
such repairs have been made, shall be delivered to Tenant; but only to the
extent that the aggregate amount of such Net Award so remaining and all amounts
theretofore paid to Tenant pursuant to this sentence do not exceed $250,000.00.
If such amounts exceed $250,000.00, the excess may be retained by Landlord and
applied in reduction of the principal amount of the indebtedness secured by any
Permitted Deed of Trust then outstanding at Landlord's sole option. If Landlord
retains any such amount the Basic Rent payable on or after the second Basic Rent
Payment Date occurring after such retention shall be reduced equitably, but in
no event shall the Basic Rent be reduced to an amount less than the Debt Service
Amounts. In the event of such temporary requisition, Tenant shall be entitled to
receive the entire Net Award payable by reason of such temporary requisition or
portion of such temporary requisition occurring during the term hereof, less any
costs incurred by the Landlord in connection therewith. If the cost of any
repairs required to be made by Tenant pursuant to this subsection 14(c) shall
exceed the amount of the Net Award, the deficiency shall be paid by Tenant.
Notwithstanding anything herein to the contrary, no payments shall be made to
Tenant pursuant to this subsection 14(c) if any default or Event of Default
shall have happened and shall be continuing under this Lease,

(d) For the purposes of this Lease the term "Net Award" shall mean: (i) all
amounts payable as a result of any condemnation or other eminent domain
proceeding, less all expenses for such proceeding not otherwise paid by Tenant
in the collection of such amounts, plus (ii) all amounts payable pursuant to any
agreement with any condemning authority (which agreement shall be deemed to be a
taking) which has been made in settlement of or under threat of any condemnation
or other eminent domain proceeding affecting the Premises, less all expenses
incurred as a result thereof not otherwise paid by Tenant and the collection of
such amounts.

(e) Any minor condemnation or taking of the Premises for the construction
or maintenance of streets or highways shall not be considered a condemnation or
taking for purposes of this Section 14 so long as the Premises shall not be
materially or adversely affected, ingress and egress for the remainder of the
Premises shall be adequate for the business of Tenant and the provisions of any
Permitted Deed of Trust relating thereto shall be complied with. Tenant agrees
that it will notify Landlord of any such condemnation.

(f) Notwithstanding anything in this Section 14 to the contrary, during any
period of time when there continues to exist a default by Tenant under the terms
of this Lease, Landlord, in the exercise of its sole and absolute discretion,
shall have the right to receive any Net Award and to apply same toward payment
of any indebtedness owed to any Permitted Beneficiary instead of allowing such
Net Award to be used by Tenant for the rebuilding or restoration of any affected
portion of the Premises. In such event, there shall be an equitable adjustment
in the Rent/Termination Value

after any cure of such default, to become effective as of the date of such cure.

15.  Procedure After Purchase Offer: Procedure in Event of Purchase.

(a)  If Landlord shall reject any Purchase Offer not later than the tenth
(10th) day prior to the Termination Date or purchase date specified in such
Purchase Offer, this Lease shall terminate on such date (except with respect to
obligations and liabilities of Tenant under this Lease, actual or contingent,
which have arisen on or prior to such termination, all of which shall survive
any termination of this Lease), upon payment by Tenant of the Basic Rent,
Additional Rent and all other sums then due and payable hereunder to and
including the date of termination without offset or deduction for any reason.
Upon a purchase of the Premises pursuant to subsection 14(c) and the payment to
the Landlord of the purchase price set forth on Exhibit F, Landlord shall convey
the Premises and all its right, title and interest in and to the Net Award
(whether or not such Award shall have been received by Landlord), to Tenant or
its designee, as provided in subsections 15(b), 15(c) and 15(e) below.

(b)  If the Premises or any part thereof shall be purchased by Tenant
pursuant to any provision of this Lease, Landlord need not transfer and convey
to Tenant or its designee any better title. thereto than existed on the date of
the commencement of this Lease, and Tenant shall accept such title subject to
such liens, encumbrances, charges, exceptions and restrictions on, against or
relating to the Premises (including those arising pursuant to the terms of this
Lease) and to all applicable laws, regulations and ordinances, but free of the
Permitted Deed of Trust and all other mortgages, liens, encumbrances, charges,
exceptions and restrictions which shall have been created by or resulted from
acts or failures to act of Landlord.

(c)  On the date fixed for any such purchase, Tenant shall pay to Landlord,
at any place within the United States of America designated by Landlord, the
applicable purchase price set forth on Exhibit F therefor, together will all
installments of Basic Rent and all other sums then due under this Lease and
unpaid to and including the date of purchase without offset or deduction for any
reason, and Landlord shall deliver to Tenant a special warranty deed conveying
title to the Premises of the character described in subsection 15(b) above and
subsection 15(e) below, and describing the Premises or portion thereof being
sold and conveying the title thereto, together with such instruments as shall be
necessary to transfer to Tenant or its designee any other property then required
to be transferred by Landlord pursuant to this Lease. Tenant shall pay all
charges incident to such conveyance and transfer, including counsel fees, escrow
fees, recording fees, title insurance premiums and all applicable federal, state
and local taxes (other than any income or franchise taxes levied upon or
assessed against Landlord) which may be incurred or imposed by reason of such
conveyance and transfer (collectively, the "Transfer Costs").

(d)  Upon the completion of such purchase, but not prior thereto (whether
or not any delay in the completion of, or the failure to complete such purchase
shall be the fault of Landlord), this Lease and all obligations hereunder
(including the obligations to pay Basic Rent and Additional Rent) shall
terminate, except with respect to (i) obligations and liabilities of Tenant,
actual or contingent, under this Lease which arose on or prior to such date of
purchase, (ii) those obligations contained in subsection 7(c) and Section 8,
(iii) the Environmental Indemnity Agreement, and (iv) those obligations which
are to survive the expiration or termination of this Lease as expressly provided
by the terms of this Lease.

(e)  The special warranty deed to be delivered pursuant to Section 15(c)
above shall contain, without limitation, the following provisions: "(a) GRANTEE
ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SET FORTH IN THIS DEED, GRANTOR HAS NOT
MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR
CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT
OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE,
QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER,
SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE
SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE
MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION,
WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY,
PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE
MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO
THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE
PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, EXCEPT WITH
RESPECT TO THE CONTINUING OBLIGATION OF GRANTOR TO REMEDIATE CERTAIN
PRE-EXISTING ENVIRONMENTAL CONDITIONS SHOULD THE NEED ARISE, AS EXPRESSLY SET
FORTH IN THE ENVIRONMENTAL INDEMNITY AGREEMENT, (b) GRANTEE FURTHER ACKNOWLEDGES
AND AGREES THAT HAVING BEEN IN OCCUPANCY OF THE PROPERTY AND HAVING BEEN GIVEN
THE OPPORTUNITY TO INSPECT THE PROPERTY, GRANTEE IS RELYING SOLELY ON ITS OWN
INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE
PROVIDED BY GRANTOR, (c) GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT ANY
INFORMATION PROVIDED BY GRANTOR WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A
VARIETY OF SOURCES AND THAT GRANTOR HAS NOT MADE ANY INDEPENDENT INVESTIGATION
OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE
ACCURACY OR COMPLETENESS OF SUCH INFORMATION, (d) GRANTOR IS NOT LIABLE OR BOUND
IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR
INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY
ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, (e) GRANTEE
FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE
SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" CONDITION AND
BASIS, WITH ALL FAULTS, EXCEPT WITH RESPECT TO THE CONTINUING OBLIGATION OF
GRANTOR TO REMEDIATE CERTAIN PRE-EXISTING ENVIRONMENTAL CONDITIONS SHOULD THE
NEED ARISE, AS EXPRESSLY SET FORTH IN THE ENVIRONMENTAL INDEMNITY AGREEMENT, (f)
GRANTOR HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY
REPRESENTATIONS REGARDING COMPLIANCE OF THE

PROPERTY OR ANY ACTIVITY OCCURRING PRIOR TO THE CLOSING DATE WITH APPLICABLE
ENVIRONMENTAL LAWS, THE EXISTENCE, IN OR ON THE PROPERTY, OF ANY HAZARDOUS
MATERIALS, SUBSTANCES, OR WASTES AS THOSE TERMS ARE DEFINED UNDER ENVIRONMENTAL
LAWS OR ANY OTHER SUBSTANCE THAT IS CONSIDERED HAZARDOUS OR TOXIC, OR THE
EXISTENCE IN OR ON THE PROPERTY OF ANY INDUSTRIAL OR SOLID WASTE OR ANY
FACILITY, AS THOSE TERMS ARE DEFINED UNDER APPLICABLE ENVIRONMENTAL LAWS, (g)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT
WITH RESPECT TO THE CONTINUING OBLIGATION OF GRANTOR TO REMEDIATE CERTAIN
PRE-EXISTING ENVIRONMENTAL CONDITIONS SHOULD THE NEED ARISE, AS EXPRESSLY SET
FORTH IN THE ENVIRONMENTAL INDEMNITY AGREEMENT, GRANTEE HEREBY WAIVES AND
RELEASES GRANTOR, OF AND FROM ANY CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS,
RIGHTS, DAMAGES, COSTS, EXPENSES OR COMPENSATION WHATSOEVER, DIRECT OR INDIRECT,
KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, WHICH GRANTEE NOW HAS OR WHICH MAY
ARISE IN THE FUTURE ON ACCOUNT OF OR IN ANY WAY GROWING OUT OF OR CONNECTED WITH
THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR ANY IAW OR REGULATION
APPLICABLE TO IT, INCLUDING BUT NOT LIMITED TO THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE, COMPENSATION AND LIABILITY ACT, 42 U. S. C. SECTION 9601 ET SEQ. OR
SIMILAR STATE STATUTES, (h) NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT TO THE CONTRARY, EXCEPT WITH RESPECT TO THE CONTINUING OBLIGATION OF
GRANTOR TO REMEDIATE CERTAIN PRE-EXISTING ENVIRONMENTAL CONDITIONS SHOULD THE
NEED ARISE, AS EXPRESSLY SET FORTH IN THE ENVIRONMENTAL INDEMNITY AGREEMENT,
GRANTEE ASSUMES THE RISK THAT ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS MAY
NOT HAVE BEEN REVEALED BY ITS OWN INVESTIGATION AND AGREES TO INDEMNIFY AND HOLD
GRANTEE HARMLESS AGAINST, ANY CLAIMS, ACTIONS, CAUSES OF ACTIONS, DEMANDS,
RIGHTS, COSTS, EXPENSES OR COMPENSATION WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR
UNKNOWN, FORESEEN OR UNFORESEEN, ARISING OUT OF THE CURRENT OR PRIOR PHYSICAL
AND ENVIRONMENTAL CONDITION OF THE PROPERTY."

16.  Assignment and Subletting. Tenant may sublet all or any part of the
Premises and may assign all of its rights and interests under this Lease without
the consent of Landlord, so long as (i) each such sublease or assignment shall
expressly be made subject to the provisions of this Lease, (ii) any such
sublessee or assignee shall, upon request of Permitted Beneficiary, execute a
Non-Disturbance and Attornment Agreement with Landlord and any Permitted
Beneficiary as may be reasonably required by either of such parties, (iii)
Tenant shall remain primarily liable to Landlord under this Lease and Tenant's
liability shall not in any way be reduced, limited or released, (iv) any such
sublease or assignment has no adverse impact or effect on any tax treatment of
Landlord in connection with the Premises or any transaction, (v) any such
sublease shall not extend beyond the Term of this Lease (either the Primary Term
or, if this Lease has been extended as hereinbefore provided, any Extended
Term), and (vi) any such sublease or assignment shall not be for or affect less
that 15,000 square feet of the leased space of the Premises, or have the effect
of creating more than a total of five (5) parties then having an interest in the
Premises as a tenant, subtenant and/or assignee. If Tenant assigns all its
rights and interests under this Lease, the assignee under such assignment shall
expressly assume all the obligations of Tenant hereunder in an instrument,
approved by Landlord as to form and substance (which

approval will not be unreasonably withheld or delayed), delivered to Landlord at
the time of such assignment. No assignment or sublease made as permitted by this
Section 16 shall affect or reduce any of the obligations of Tenant hereunder,
and all such obligations shall continue in full force and effect as obligations
of a principal and not as obligations of a guarantor or surety, to the same
extent as though no assignment or subletting had been made; provided that
performance by any such assignee or sublessee of any of the obligations of
Tenant under this Lease shall be deemed to be performance by Tenant. No sublease
or assignment made as permitted by this Section 16 shall impose any obligations
on Landlord or otherwise affect any of the rights of Landlord under this Lease.
Neither this Lease nor the Term hereby demised shall be mortgaged, pledged or
hypothecated by Tenant, nor shall Tenant mortgage or pledge the interest of
Tenant in and to any sublease of the Premises or the rentals payable thereunder.
Any mortgage, pledge, sublease or assignment made in violation of this Section
16 shall be void. Tenant shall, within ten (10) days after the execution and
delivery of any such assignment or sublease of all or substantially all of the
Premises, deliver a conformed copy thereof to Landlord. Within ten (10) days
after the execution and delivery of any sublease of a portion of the Premises,
Tenant shall give notice to Landlord of the existence and term thereof, and of
the name and address of the sublessee thereunder. Notwithstanding anything in
this Lease to the contrary, Tenant shall not sublease any portion of the
Premises or assign this Lease if the effect of such sublease or assignment would
be to cause the Premises or any portion thereof to be considered as being
property used by a tax-exempt entity or other entity, with the result that some
or all of the federal, state or municipal income tax deductions which Landlord
otherwise would be permitted to report with respect to the Premises or with
respect to the Lease would be deferred or denied, or cause this Lease not to be
considered as a true lease for federal income tax purposes.

17.  Additional Tenant Covenants and Representations. Notwithstanding any
other provisions of this Lease to the contrary, Tenant covenants and represents
to Landlord and to Permitted Beneficiary as follows:

(a)  Except as may be otherwise expressly provided in Section 11 of this
Lease with respect to Permitted Alterations, Tenant shall not expend
any of Tenant's funds for any portion of the Renovations or for the
Fees and Costs, without the prior written consent of Landlord and
Permitted Beneficiary (which consent may be withheld or denied by such
parties in their sole and absolute discretion), and the total cost of
all Renovations shall be provided by Landlord in the amounts set forth
on the development budget attached hereto as Exhibit I;

(b)  The Premises are currently and, after the Renovations are complete,
will be susceptible to use by parties other than Tenant;

(c)  Tenant shall, at all times and for all purposes, treat this Lease as
and consider it to be an operating lease, including, without
limitation, for purposes of all federal income tax returns, and all
reports and information supplied or reported to the Internal Revenue
Service; and

(d)  Tenant shall not make any Permitted Alterations, Renovations,
improvements, alterations, additions, replacements or substitutions to
or of any portion of the Premises which could (i) constitute or be
construed as taxable income to Landlord, (ii) result in some or all of
the federal, state or municipal income tax deductions which Landlord
would otherwise be permitted to report with respect to Premises or
this Lease being deferred or denied, (iii) cause Tenant to be deemed
to have acquired an interest in the fee title to the Premises, or (iv)
cause this Lease not to be considered as a true lease for federal
income tax purposes.

18.  Financial Statements.

(a)  Tenant shall provide (i) within sixty (60) days of the end of each
fiscal quarter of Tenant, other than the fourth fiscal quarter of each
year, unaudited quarterly balance sheets, statements of earnings, and
statements of cash flow for the quarter then ended; and (ii) within
one hundred twenty (120) days of the end of each fiscal year of
Tenant, annual audited balance sheets, statements of earnings, and
statements of cash flow for Tenant for the year then ended. Quarterly
reports on Form 10-Q as filed with the Securities and Exchange
Commission shall satisfy the requirements contained in (i) above.
Audited financial statements contained in, or incorporated by
reference in, an Annual Report on Form 10-K as filed with the
Securities and Exchange Commission shall satisfy the requirements
contained in (ii) above.

(b)  Landlord and/or Permitted Beneficiary shall have the right to visit
and inspect the Premises, at all reasonable times and as often as may
be reasonably requested. Tenant shall also provide to Landlord and/or
Permitted Beneficiary any information regarding the business, affairs
or financial condition of Tenant as Landlord or Permitted Beneficiary
may reasonably request from time to time including, but not limited
to, any information requested of Landlord or Permitted Beneficiary
from (i) a governmental agency having jurisdiction over Landlord or
Permitted Beneficiary, (ii) any investment financial rating service
such as Standard & provided Poor's Corporation of Moody's Investment
Service, or (iii) United States National Association of Insurance
Commissioners or similar organizations or their successors.

(c)  In no event shall Tenant be required to provide for review or copying
of any information which is (i) subject to an attorney client or
attorney work-product privilege, (ii) not customarily provided to
Standard & Poor's Corporation, Moody's Investment Service, or any
other investment/financial rating service, or (iii) prohibited from
disclosure by applicable law.

(d)  Tenant shall not be required to pay or reimburse Landlord or Permitted
Beneficiary for expenses of inspection or for copies as contemplated
above unless an Event of Default has occurred.

(e)  Landlord will use its best efforts to treat any information from
Tenant as confidential information, if such information is marked
"confidential" by Tenant when provided to Landlord; provided, however,
that nothing herein contained shall limit or impair the right or
obligation of Landlord to disclose such information: (i) to its
auditors, attorneys, employees or agents, (ii) when required by any
law, ordinance or governmental order, regulation, rule, policy,
investigation or any regulatory request, (iii) as may be requested or
appropriate in any report, statement or testimony submitted to any
municipal, state, provincial or Federal regulatory body having or
claiming to have jurisdiction over Landlord, or to the United States
National Association of Insurance Commissioners, the National
Association of Securities Dealers or similar organizations or their
successors, (iv) as may be requested in any report, statement or
testimony provided or submitted to any financial investment rating
service, such as Standard & Poor's Corporation or Moody's Investment
Service, (v) which is publicly available to Landlord, (vi) in
connection with any proceeding, case or matter pending (or on its face
purported to be pending) before any court, tribunal, arbitration board
or any governmental agency, commission authority, board or similar
entity, (vii) in connection with the enforcement of its rights under
or in respect of this Lease after the occurrence of an Event of
Default, or (viii) in connection with any transfer of any of
Landlord's interest in this Lease (it being understood and agreed that
any such assignee shall itself be bound by the terms and provisions
hereof).

19.  Permitted Contests. Tenant shall not be required to (i) pay any
Imposition (as hereinafter defined); (ii) comply with any statute, law, rule,
order, regulation or ordinance; (iii) discharge or remove any lien, encumbrance
or charge (except with respect to the Previous Construction, Permitted
Alterations and the Renovations), or (iv) obtain any waivers or settlements or
make any changes to take any action with respect to any encroachment, hindrance,
obstruction, violation or impairment referred to in subsection 10(b), so long as
Tenant shall contest, in good faith and at its expense, the existence, the
amount or the validity thereof, the amount of the damages caused thereby, or the
extent of its liability therefor, by

appropriate proceedings during the pendency of which there is prevented (A) the
collection of, or other realization upon, the tax, assessment, levy, fee, rent
or charge or lien, encumbrance or charge so contested; (B) the sale, forfeiture
or loss of the Premises, or any part thereof, or the Basic Rent or any
Additional Rent, or any portion thereof; (C) any interference with the use or
occupancy of the Premises or any part thereof; and (D) any interference with the
payment of the Basic Rent or any Additional Rent, or any portion thereof. While
any such proceedings are pending, Landlord shall not have the right to pay,
remove or cause to be discharged the tax, assessment, levy, fee, rent or charge
or lien, encumbrance or charge thereby being contested. Tenant further agrees
that each such contest shall be promptly prosecuted to a final conclusion.
Tenant shall pay, indemnify and save Landlord and Permitted Beneficiary harmless
against, any and all losses, judgments, decrees and costs (including all
attorneys' fees, appearance costs and expenses) in connection with any such
contest and shall, promptly after the final settlement, compromise or
determination of such contest, fully pay and discharge the amounts which shall
be levied, assessed, charged or imposed or be determined to be payable therein
or in connection therewith, together will all penalties, fines, interests, costs
and expenses thereof or in connection therewith, and perform all acts, the
performance of which shall be ordered or decreed as a result thereof; provided,
however, that nothing herein contained shall be construed to (a) require Tenant
to pay or discharge any lien, encumbrance or other charge created by any act or
failure to act of Landlord or the payment of which by Tenant is not otherwise
required hereunder, or (b) apply in any respect to the Previous Construction or
the Renovations. No such contest shall subject Landlord or any Permitted
Beneficiary to the risk of any criminal liability. Tenant shall give such
reasonable security to Landlord or such Permitted Beneficiary as may be demanded
by Landlord or such Permitted Beneficiary to insure compliance with the
foregoing provision of this Section 19.

20.  Conditional Limitations; Default Provisions.

(a)  Any of the following occurrences or acts shall constitute an event of
default (herein called an "Event of Default") under this Lease:

(i)   If Tenant, at any time during the continuance of this Lease (and
regardless of the pendency of any bankruptcy, reorganization,
receivership, insolvency or other proceedings, at law, in equity, or
before any administrative tribunal, which have or might have the
effect of preventing Tenant from complying with the terms of this
Lease), shall (1) fail to make any payment when due of Basic Rent,
Additional Rent or other sum herein required to be paid by Tenant
hereunder and such failure continues for five (5) business days, or
(2) fail to observe or perform any other provision hereof or any
provision of any Assignment of Lease and Rents, dated as of the date
hereof (the "Assignment"), or any Tenant Certificate from Landlord
and/or Tenant to Permitted Beneficiary, for thirty (30) days after
notice to Tenant of such failure has been given

(provided, that in the case of any default referred to in this Lease
which cannot with diligence be cured within such 30-day period, then
upon receipt by Landlord of a Tenant's Certificate stating the reason
such default cannot be cured within thirty (30) days and providing
that Tenant is proceeding with due diligence to cure such default, the
time within which such failure may be cured shall be extended for such
period as may be necessary to complete the curing of the same with
diligence); or

(ii)  if any representation or warranty of Tenant set forth in any
notice, certificate, demand, request or other instrument delivered
pursuant to, or in connection with, this Lease, or Assignment shall
prove to be either false or misleading in any material respect as of
the time when the same shall have been made; or

(iii) if Tenant shall file a petition commencing a voluntary case
under the Federal Bankruptcy Code or any other federal or state law
(as now or hereafter in effect) relating to bankruptcy, insolvency,
reorganization, winding-up or adjustment of debts (hereinafter
collectively called "Bankruptcy Law") or if Tenant shall (A) apply for
or consent to the appointment of, or the taking of possession by, any
receiver, custodian, trustee, United States Trustee or liquidator (or
other similar official) of the Premises or any part thereof or of any
substantial portion of Tenant's property, or (B) generally not pay its
debts as they become due, or admit in writing its inability to pay its
debts generally as they become due or (C) make a general assignment
for the benefit of its creditors, or (D) fail to controvert in timely
and appropriate manner, or in writing acquiesce to, any petition
commencing an involuntary case against Tenant, or otherwise filed
against Tenant pursuant to any Bankruptcy Law, or (E) take any action
in furtherance of any of the foregoing; or

(iv)  if an order for relief against Tenant shall be entered in any
involuntary case under the Federal Bankruptcy Code or any similar
order against Tenant shall be entered pursuant to any other Bankruptcy
Law, or if a petition commencing an involuntary case against Tenant or
proposing the reorganization of Tenant under any Bankruptcy Law shall
be filed and not be discharged or denied within sixty (60) days after
such filing, or if a proceeding or case shall be commenced in any
court of competent jurisdiction seeking (A) the liquidation,
reorganization, dissolution, winding-up or adjustment of debts of
Tenant or (B) the appointment of a receiver, custodian, trustee,
United States Trustee or liquidator (or any similar official) of the
Premises or any part thereof or of Tenant or of any substantial
portion of Tenant's property, or (C) any

similar relief as to Tenant pursuant to any Bankruptcy Law, and any
such proceeding or case shall continue undismissed, or an order,
judgment or decree approving or ordering any of the foregoing shall be
entered and continue unstayed and in effect for sixty (60) days; or

(v)    if the Premises shall be left both unattended and without
maintenance as provided herein, for a period of ten (10) business
days; or

(vi)   if there occurs any default under any of Tenant's obligations
under (1) that certain Tax Indemnity Agreement executed by Tenant in
favor of Landlord dated as of even date with this Lease (the "Tax
Indemnity Agreement"), (2) the Environmental Indemnity Agreement, (3)
that certain Local Tax Benefits Indemnity Agreement executed by Tenant
in favor of Landlord and Principal Mutual Life Insurance Company,
dated as of even date with this Lease, (4) that certain Agreement
Regarding Liens executed by Tenant in favor of Landlord and Principal
Mutual Life Insurance Company, dated as of even date with this Lease,
and (5) that certain Tenant Certificate (with Nondisturbance,
Attornment, Notice and Estoppel Agreement) executed by Tenant,
Landlord and Principal Mutual Life Insurance Company contemporaneously
with this Lease; provided, however, that if any notice and/or grace
periods are specifically provided for any of such defaults by the
terms of any of such documents, such default shall not constitute an
Event of Default under this Lease until such default continues uncured
beyond any such notice and/or grace periods as may be specifically
provided therefor in such document, and provided further, that no
notice or grace periods provided for in this Lease shall apply to any
such defaults under any of such other documents; or

(vii)  if Tenant fails to deliver to Landlord and Permitted
Beneficiary, no sooner than 150 days after completion of the Previous
Construction, any Permitted Alterations, or the Renovations and no
later than 185 days after the completion of the Previous Construction,
any Permitted Alterations and the Renovations, a Title Update,
together with copies of all documents listed therein, describing all
documents recorded in connection with the Premises since the date of
this Lease; or

(viii) any failure of Tenant to obtain the written, recordable release
of or to bond off the Premises any mechanic's, materialman or other
lien described in the Title Update pertaining to the Renovations, any
Permitted Alterations or the Previous Construction, within 30 days
after receipt of the Title Update by Tenant.

(b)  If an Event of Default shall have happened and be continuing, Landlord
shall have, in its sole discretion, the following rights:

(i)   To give Tenant written notice of Landlord's intention to
terminate the Term of this Lease on a date specified in such notice.
Thereupon, the Term of this Lease and the estate hereby granted shall
terminate on such date as completely and with the same effect as if
such date were the date fixed herein for the expiration of the Term of
this Lease, and all rights of Tenant hereunder shall terminate, but
Tenant shall remain liable as provided herein.

(ii)  To (A) re-enter and repossess the Premises or any part thereof
by force, summary proceedings, ejections or otherwise and (B) remove
all persons and property therefrom, whether or not the Lease has been
terminated pursuant to subsection 20(b)(i) above, Tenant hereby
expressly waiving any and all notices to quit, cure or vacate provided
by current or any future law. Landlord shall have no liability by
reason of any such re-entry, repossession or removal. No such re-entry
or taking of possession of the Premises by Landlord shall be construed
as an election on Landlord's part to terminate this Lease unless a
written notice of such intention be given to Tenant pursuant to
subsection 20(b)(i) above.

(iii) To (but shall be under no obligation to) relet the Premises or
any part thereof for the account of Tenant, in the name of Tenant or
Landlord or otherwise, without notice to Tenant, for such term or
terms (which may be greater or less than the period which would
otherwise have constituted the balance of the term of this Lease) and
on such conditions (which may include concessions or free rent) and
for such uses Landlord, in its absolute discretion, may determine.
Landlord may collect and receive any rents payable by reason of such
reletting. Landlord shall not be responsible or liable for any failure
to relet the Premises or any part thereof or for any failure to
collect any rent due upon any such reletting.

(iv)  To recover from Tenant, and Tenant shall pay to Landlord on
demand, as and for liquidated and agreed final damages, and not as a
penalty, for Tenant's default, and in lieu of all current damages
beyond the date of such demand, an amount determined in accordance
with Exhibit F, it being acknowledged and agreed by both Landlord and
Tenant that during the continuation of any Event of Default, an amount
determined in accordance with Exhibit F shall be fair and appropriate,
and payable as liquidated damages, and not as a penalty, and is an
amount which is discounted to present net value. If any law shall
limit the amount of such liquidated final damages to less than the
amount above agreed upon, Landlord shall be entitled to the maximum
amount allowable under such statute or rule of law.

(v)  To accept Tenant's irrevocable Purchase Offer which Tenant shall
be conclusively presumed to have made upon the occurrence of an Event
of Default. The Purchase Offer shall be deemed to contain an immediate
closing date and the purchase shall be governed by the terms and
conditions set forth in subsections 15(b), 15(c), 15(d) and 15(e) of
this Lease.

(vi) To continue this Lease in effect for so long as Landlord does not
terminate Tenant's right to possession of the Premises and Landlord
may enforce all of its rights and remedies hereunder including without
limitation the right to recover all Basic Rent, Additional Rent and
other sums payable hereunder as the same become due.

(c)  No termination of this Lease pursuant to subsection 20(b) (i), or by
operation of law or otherwise, and no repossession of the Premises or any part
thereof pursuant to subsection 20(b) (ii) or otherwise, and no reletting of the
Premises or any part thereof pursuant to subsection 20(b) (iii), shall relieve
Tenant of its liabilities and obligations hereunder, all of which shall survive
such expiration, termination, repossession or reletting.

(d)  Notwithstanding anything in this Section 20 to the contrary, Landlord
agrees that Landlord shall pursue the remedy described above in subsection (b)
(iv) only after Landlord has pursued and been denied the remedy described above
in subsection (b) (v).

21.  Additional Rights of Landlord.

(a)  No right or remedy herein conferred upon or reserved to Landlord is
intended to be exclusive of any other right or remedy, and each and every right
and remedy shall be cumulative and in addition to any other right or remedy
given hereunder or now or hereafter existing at law or in equity or by statute.
The failure of Landlord to insist at any time upon the strict performance of any
covenant or agreement or to exercise any option, right, power or remedy
contained in this Lease shall not be construed as a waiver or a relinquishment
thereof for the future. A receipt by Landlord of any Basic Rent, any Additional
Rent or any other sum payable hereunder with knowledge of the breach of any
covenant or agreement contained in this Lease shall not be deemed a waiver of
such breach, and no waiver by Landlord of any provision of this Lease shall be
deemed to have been made unless expressed in writing and signed by Landlord. In
addition to other remedies provided in this Lease, Landlord shall be entitled,
to the extent permitted by applicable law, to injunctive relief in case of the
violation, or attempted or threatened violation, of any of the covenants,
agreements, conditions or provision of this Lease, or to decree compelling
performance of any of the covenants, agreement, conditions or provisions of this
Lease, or to any other remedy allowed to Landlord at law or in equity.

(b)  Tenant hereby waives and surrenders for itself and all those claiming
under it, including creditors of all kinds, (i) any right or

privilege which it or any of them may have under any present or future
constitution, statute or rule of law to redeem the Premises or to have a
continuance of this Lease for the term hereby demised after termination of
Tenant's right of occupancy by order or judgment of any court or by any legal
process or writ, or under the terms of this Lease or after the termination of
the term of this Lease as herein provided, and (ii) the benefits of any present
or future constitution, statute or rule of law which exempts property from
liability for debt or for distress for rent.

22.  Notices, Demands and Other Instruments. All notices, demands,
requests, consents, approvals and other instruments required or permitted to be
given pursuant to the terms of this Lease shall be in writing and shall be
deemed to have been properly given if (a) with respect to Tenant, sent by
certified or registered mail, postage prepaid, or sent by telegram, overnight
express courier, facsimile followed by overnight express delivery or delivered
by hand, in each case addressed to Tenant at its address first above set forth,
and (b) with respect to Landlord, sent by certified or registered mail, postage
prepaid, or sent by telegram, overnight express courier, facsimile followed by
overnight express delivery or delivered by hand in each case, addressed to
Landlord at its address first above set forth along with a copy to the Permitted
Beneficiary delivered in the same manner. Landlord and Tenant shall each have
the right from time to time to specify as its address for purposes of this Lease
any other address in the United States of America upon fifteen (15) days'
written notice thereof, similarly given, to the other party and Permitted
Beneficiary.

23.  Estoppel Certificate.

(a)  Tenant shall at any time and from time to time, upon not less than
twenty (20) days' prior request by Landlord or by Permitted Beneficiary,
execute, acknowledge and deliver to Landlord or Permitted Beneficiary an
executed Tenant's Certificate on the form attached hereto as Exhibit H
(appropriately modified to reflect facts as of the date so delivered) . Any such
certificate may be relied upon by any mortgagee or prospective purchaser or
prospective mortgagee of the Premises.

(b)  From time to time during the term of this Lease, Landlord expects to
secure financing of its interest in the Premises by assigning Landlord's
interest in this Lease and the sums payable hereunder. In the event of any such
assignment to a Permitted Beneficiary, Tenant will, upon not less than ten (10)
days' prior request by Landlord, execute, acknowledge and deliver to Landlord a
consent to such assignment addressed to such Permitted Beneficiary in a form
satisfactory to such Permitted Beneficiary; and Tenant will produce, at
Landlord's expense, such certificates, opinions of counsel and other documents
as may be reasonably requested by such Permitted Beneficiary.

24.  No Merger. There shall be no merger of this Lease or the leasehold
estate hereby created with the fee estate in the Premises or any part thereof by
reason of the same person acquiring or holding, directly or indirectly, this
Lease or the leasehold estate hereby created or any

interest in this Lease or in such leaseholder estate as well as the fee estate
in the Premises or any portion thereof.

25.  Surrender. Upon the termination of this Lease, Tenant shall peaceably
surrender the Premises to Landlord in the same condition in which they were
received from Landlord at the commencement of this Lease, except as altered as
permitted or required by this Lease and except for ordinary wear and tear, and
in the condition of a class A office building of similar size, use, appearance
and occupancy located in the Dallas/Fort Worth greater metropolitan area;
provided, however, that the condition of the Premises surrendered upon
termination may not be the same as received from Landlord at the commencement of
this Lease to the extent of any construction in progress at the time of the
execution of this Lease, and the Premises shall be in sound, completed
condition, in good order and broom clean upon termination and without any
construction then being in progress. So long as Tenant is not in default
hereunder, Tenant may remove from the Premises, prior to or within a reasonable
time (not to exceed thirty (30) days) after the expiration or termination of the
Term of this Lease, all property owned by Tenant, and, at Tenant's expense,
shall at such times of removal, repair any damage caused by such removal.
Property not removed within said thirty (30) day period (including, without
limitation, any trade fixtures of Tenant) shall become the property of Landlord.
Landlord may, after the expiration of such thirty (30) day period, cause such
property to be removed and the cost of removal and disposition, as well as the
cost of repairing any damage caused by such removal, shall be borne by Tenant.
Notwithstanding anything to the contrary contained herein, upon termination or
expiration of this Lease, all fixtures, excluding Tenant's trade fixtures timely
removed as hereinbefore described, but including, without limitation, the
heating, ventilation and air conditioning systems, shall remain on the Premises
at all times and shall become the property of Landlord. The provisions of this
Section 25 shall survive any termination or expiration of this Lease.

26.  Separability. Each and every covenant and agreement contained in this
Lease is separate and independent, and the breach of any thereof by Landlord
shall not discharge or relieve Tenant from any obligation hereunder. If any term
or provision of this Lease or the application thereof to any person or
circumstances shall at any time be invalid and unenforceable, the remainder of
this Lease, or the application of such term or provision to persons or
circumstances or at any time other than those to which it is invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Lease shall be valid and shall be enforced to the extent permitted by law.

27.  Savings Clause. No provision contained in this Lease which purports to
obligate Tenant to pay any amount of interest or any fees, costs or expenses
which are in excess of the maximum permitted by applicable law, shall be
effective to the extent that it calls for payment of any interest or other sums
in excess of such maximum.

28.  Binding Effect. All of the covenants, conditions and obligations
contained in this Lease shall be binding upon and inure to the benefit of the
respective successors and assigns of Landlord, Tenant and Permitted Beneficiary.

29.  Memorandum of Lease. If requested by Landlord, Tenant or Permitted
Beneficiary, Landlord and Tenant shall enter into a memorandum of this Lease
reasonably acceptable to both parties and record the same in the appropriate
public records. Such memorandum shall be recorded and shall reflect the fact
that the provisions of this Lease shall be superior to the lien of any Permitted
Deed of Trust.

30.  Table of Contents, Headings. The table of contents and headings used
in this Lease are for convenient reference only and shall not to any extent have
the effect of modifying, amending or changing the provisions of this Lease.

31.  Governing Law. This Lease shall be governed by and interpreted under
the laws of the state in which the Premises are located.

32.  Certain Definitions.

(a)  The term "Imposition" means:

(i)   all taxes, assessments (including assessments for benefits from
public works or improvements, whether or not begun or completed prior
to the commencement of the term of this Lease and whether or not to be
completed within said term), levies, fees, water and sewer rents and
charges, and all other governmental charges of every kind, general and
special, ordinary and extraordinary, whether or not the same shall
have been within the express contemplation of the parties hereto,
together with any interest and penalties thereon, which are, at any
time, imposed or levied upon or assessed against (A) the Premises or
any part thereof, (B) any Basic Rent, any Additional Rent reserved or
payable hereunder, (C) this Lease or the leasehold estate hereby
created or which arise in respect of the operation, possession,
occupancy or use of the Premises;

(ii)  any gross receipts or similar taxes imposed or levied upon,
assessed against or measured by the Basic Rent, Additional Rent or any
other sums payable by Tenant hereunder or levied upon or assessed
against the Premises;

(iii) all sales and use taxes which may be levied or assessed against
or payable by Landlord or Tenant on account of the acquisition,
leasing or use of the Premises or any portion thereof; and

(iv) all charges for water, gas, light, heat, telephone, electricity,
power and other utilities and communications services rendered or used
on or about the Premises.

(b)  The term "Lease" means:

this Lease and Agreement as amended and modified from time to time,
together with any memorandum or short form of lease entered into for
the purpose of recording.

(c)  The term "Landlord" means:

the owner, for the time being, of the rights of the lessor under this
Lease and his heirs, successors and assigns, and upon any assignment
or transfer of such rights, except an assignment or transfer made as
security for an obligation, the assignor or transferor shall be
relieved of all future duties and obligations under this Lease and the
assignee or the transferee shall expressly agree in writing to be
bound by and to assume all the covenants of Landlord hereunder.

(d)  The term "Permitted Deed of Trust" means:

that certain Deed of Trust, Security Agreement and Assignment of Rents
executed by Landlord contemporaneously with the execution of this
Lease, in favor of Principal Mutual Life Insurance Company, and any
mortgage, deed of trust, security agreement, assignment of lease or
other security instrument relating to the Premises and this Lease,
subject and junior in priority to the rights of Tenant under this
Lease, and securing the borrowing by Landlord from the Permitted
Beneficiary.

(e)  The term "Permitted Beneficiary" means:

Principal Mutual Life Insurance Company, its successors and assigns
if, and only if, a Permitted Deed of Trust exists.

(f)  The term "Purchase Offer" means:

a rejectable, written offer delivered by Tenant to Landlord, executed
by the president or any vice president of Tenant, irrevocably offering
to purchase the Premises pursuant to the provisions of this Lease at a
price determined in accordance with Exhibit F.

(g)  The term "FAS 13" means:

Statement of Financial Accounting Standards No. 13 as promulgated by
the Financial Accounting Standards Board.

(h)  The term "Lease Make-Whole Premium" means:

that amount required to be paid to Landlord by Tenant at the time of a
Lease termination as a yield maintenance protection of Landlord's equity
investment in the Premises. The Lease Make-Whole Premium shall be
calculated as follows:

i)     Determine the "Reinvestment Yield." The Reinvestment Yield will
be determined in the following manner: (A) Landlord will select a U.
S. Treasury Bond, Note or Bill which Landlord deems to be appropriate
and which matures or is repayable as close as possible to October 15,
2010, (B) the yield for the Treasury Bond, Note or Bill selected as
described in (A) above will be as published two weeks prior to the
date of the termination of this Lease, (C) the yield determined in (B)
above is to be converted to an equivalent monthly nominal yield, (D)
the monthly nominal yield determined in (C) above shall be adjusted to
an after tax yield by multiplying said yield by 1 minus .34. If there
has been a tax rate change due to Federal Tax Law Changes as defined
on Exhibit C, the yield will be multiplied by 1 minus the new rate due
to Federal Tax Law Changes. The yield resulting in (D) is the
Reinvestment Yield.

ii)    Calculate the "Present Value of the Leased Premises." The
Present Value of the Leased Premises is the present value of the
original after-tax cash flows anticipated by Landlord from this Lease
and the Premises, assuming a sale of the Premises on October 15, 2010,
only modified by Rent Adjustments as provided for in Section 5,
discounted at the Reinvestment Yield.

iii)   Determine the applicable equity investment balance as it is
shown or would be shown on Landlord's financial statements if
accounted for under GAAP, utilizing the original assumptions used by
Landlord for the purchase of the Premises and modified only by Rent
Adjustments as provided for in Section 5. Then, subtract the amount of
the equity investment balance from the Present Value of the Leased
Premises as of the date of Lease termination. Any resulting positive
differential shall be divided by 1 minus .34. If there has been a tax
rate change due to Federal Tax Law Changes as defined on Exhibit C
the positive differential will be divided by 1 minus the new rate due
to the Federal Tax Law Changes. Any positive quotient that results
shall be the Lease Make-Whole Premium.

(i)  The term "Loan Make-Whole Premium" means:

the make whole premium set forth in those two certain Deed of Trust Notes
executed by Landlord contemporaneously with the execution of this Lease,
payable to Principal Mutual Life Insurance Company, and any prepayment
premium or make whole premium or amount which Landlord is obligated to pay
any other Permitted Mortgagee pursuant to the terms of loan documents
executed by Landlord in favor of Permitted Mortgagee, including, without
limitation, any Permitted Deed of Trust or note secured thereby, to the
extent that the method of calculation of such amount shall have been
disclosed in writing to Tenant prior to or concurrently with the execution
of this Lease.

(j)  The term "Hazardous Material" means:

any hazardous or toxic material, substance or waste which is defined by
those or similar terms or is regulated as such under any Environmental
Laws.

(k)  The term "Environmental Laws" means:

any statute, law, ordinance, rule or regulation of any local, county, state
or federal authority having jurisdiction over the Property or any portion
thereof or its use, including but not limited to: the Federal Water
Pollution Control Act (33 U. S. C.(S)1317 et seq.) as amended; (b) the
Federal Resource Conservation and Recovery Act (42 U. S. C.(S)6901 et seq.)
as amended; (c) the Comprehensive Environmental Response Compensation and
Liability Act (42 U. S. C.(S)9601 et seq.) as amended; (d) the Toxic
Substance Control Act (15 U. S. C.(S)2601 et seq.), as amended; and (e) the
Clean Air Act (42, U. S.(S)7401 et seq.), as amended.

(l)  The term "Fees and Costs" means: project consultant fees, architect fees
and engineering fees.

(m)  The term "Permitted Alterations" means:

(i)   whether or not constituting any portion of the Renovations, any
severable additions to or alterations, substitutions or replacements of the
Improvements on the Premises, provided that (a) such additions,
alterations, substitutions or replacements are readily removable without
causing material damage to the Premises; (b) such additions, alterations,
substitutions or replacements are not required in order to render the
Premises complete for its intended use by Tenant; and (c) such additions,
alterations, substitutions or replacements are not subject to a contract or
option for

purchase or sale between Landlord and Tenant at other than fair market
value at the time of such purchase or sale; or

(ii)   whether or not constituting any portion of the Renovations, any
non-severable additions to or alterations, substitutions or
replacements of the Improvements on the Premises, provided that (a)
such additions, alterations, substitutions or replacements are not
needed to complete the Premises for its intended use by Tenant; (b)
Tenant is not entitled to any compensation for such additions,
alterations, substitutions or replacements; (c) such additions,
alterations, substitutions or replacements do not cause the Premises
to become limited use property; and (d) such additions, alterations,
substitutions or replacements are required by governmental health,
safety, or environmental standards; or

(iii)  whether or not constituting any portion of the Renovations, any
non-severable additions to or alterations, substitutions or
replacements of the Improvements on the Premises, provided that (a)
such additions, alterations, substitutions or replacements are not
needed to complete the Premises for its intended use by Tenant; (b)
Tenant is not entitled to any compensation for such additions,
alterations, substitutions or replacements; (c) such additions,
alterations, substitutions or replacements do not cause the Premises
to become limited use property; and (d) the cost of such additions,
alterations, substitutions or replacements, when added to all previous
Permitted Alterations by Tenant pursuant to this clause (iii), does
not exceed $3,000,000.

33.  Exhibits and Attachments. The following are Exhibits A, B, C, D, E, F,
G, H, I, J, K and L and Attachments 1, 2 and 3 referred to in this Lease, which
are hereby incorporated by reference herein and made a part thereof.

(a)  Exhibit A to Lease: Legal Description

(b)  Exhibit A-1 to Lease: Personal Property

(c)  Exhibit B to Lease: Basic Rent Payments

(d)  Exhibit C to Lease: Assumptions

(e)  Exhibit D to Lease: Termination Values

(f)  Exhibit E to Lease: Self Insurance Certificate

(g)  Exhibit F to Lease: Computation of Purchase Prices

(h)  Exhibit G to Lease: [Reserved]

(i)  Exhibit H to Lease: Tenant's Certificate

(j)  Exhibit I to Lease: Development Budget

(k)  Exhibit J to Lease: Environmental Remediation

(l)  Exhibit K to Lease: Renovations

(m)  Exhibit L to Lease: Environmental Indemnity Agreement

(n)  Attachment 1 to Lease: Amortization Schedule

(o)  Attachment 2 to Lease: Depreciation Components

(p)  Attachment 3 to Lease: Calculation of Fair Market Values

34.  Time for Performance of Obligations. Whenever a date required for the
performance of any obligations under this Lease, including, without limitation,
the payment of any amounts due under this Lease, is a Saturday, Sunday or
nationally recognized business holiday, the date for the performance of such
obligation shall be deemed to be the first business day immediately following
the date originally scheduled for such performance, a "business day" being a day
on which national banks are open for business as usual.

35.  Nature of Landlord's Obligations. Anything in this Lease to the
contrary notwithstanding, no recourse or relief shall be had under any rule of
law or equity, statute, constitution, or by any enforcement of any assessments
or penalties, or otherwise, or based on or in respect of this Lease (whether by
breach of any obligation, monetary or nonmonetary), against Landlord (or any
officer or partner of Landlord or any predecessor or successor corporation, or
other entity, of Landlord), it being expressly understood and agreed that any
obligations of Landlord under or relating to this Lease are solely obligations
payable out of the Premises and are compensable solely therefrom. It is
expressly understood that all such liability has been and is being expressly
waived and released as a consideration for and as a condition of the execution
of this Lease, and Tenant expressly waives and releases all such liability as a
condition of, and as a consideration for, the execution of this Lease.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day
and year first above set forth.

LANDLORD:                              Allen Office Investment Limited
Partnership, a Texas limited partnership

By:  Principal Mutual Life Insurance
Company, an Iowa corporation,
its sole general partner

By: /s/ Elizabeth Happe
-------------------------------
Name: Elizabeth Happe
-----------------------------
Title: Counsel
-----------------------------

By: /s/ Karen A. Pearston
-------------------------------
Name: Karen A. Pearston
-----------------------------
Title: Counsel
-----------------------------

44

TENANT:                              TRW Inc., an Ohio corporation

By:      /s/ T.A. Gasparini
----------------------------------------
Name:  T.A. Gasparini
--------------------------------------
Title: Vice President and Assistant
-------------------------------------
Secretary
-----------------------------------

46

EXHIBIT A

LEGAL DESCRIPTION

BEING all that tract of land in the City of Allen, Collin County, Texas, a part
of the MICHAEL SEE SURVEY, A-543, a part of the W.M. PERRIN SURVEY, A-708, a
part of the RUFUS SEWELL SURVEY, A-875, and being all of Lot 1 and all of Lot 2,
Block 1 of the Replat of Enterprises Addition No. 1, an addition to the City of
Allen as recorded in Cabinet C, Page 567, Collin County Plat records, and being
further described as follows:

BEGINNING at a 5/8 inch iron rod found at the northeast corner of said Lot 1,
said point being the intersection of the south line of Intecom Drive (a 50 foot
wide right-of-way) with the west line of Enterprise Boulevard (a 60 foot wide
right-of-way);

THENCE along the west line of Enterprise Boulevard as follows:

South 11 degrees 30 minutes 00 seconds West, at 1136.98 feet passing a
5/8 inch iron rod found at the southeast corner of said Lot 1 and the northeast
corner of said Lot 2, in all a total distance of 1439.21 feet to a 5/8 inch iron
rod found for corner;

Southwesterly, 272.73 feet along a curve to the right which has a central
angle of 60 degrees 06 minutes 02 seconds, a radius of 260.00 feet, a tangent of
150.42 feet, and whose chord bears South 41 degrees 33 minutes 01 seconds West,
260.40 feet to a 5/8 inch iron rod found for corner;

South 71 degrees 36 minutes 02 seconds West, 664.10 feet to a 5/8 inch
iron rod found at the southwest corner of said Lot 2, said point being in the
east line of U.S. Highway No. 75 (a variable width right-of-way);

THENCE along the east line of U.S. Highway No. 75 as follows:

North 14 degrees 03 minutes 05 seconds East, 120.00 feet to a 5/8 inch
iron rod found for corner;

North 14 degrees 03 minutes 00 seconds East, at 720.30 feet passing a 5/8
inch iron rod found at the northwest corner of said Lot 2 and the southwest
corner of said Lot 1, in all a total distance of 1801.00 feet to a 5/8 inch iron
rod found for corner;

North 19 degrees 41 minutes 40 seconds East, 19.08 feet to a 5/8 inch
iron rod found at the northwest corner of said Lot 1, said point being in the
south line of said Intecom Drive;

THENCE South 83 degrees 49 minutes 54 seconds East, 620.60 feet along the north
line of said Lot 1 and the south line of said Intecom Drive to the POINT OF
BEGINNING and containing 1,155,576 square feet or 26.528 acres of land.

ASSIGNMENT OF TENANT'S INTEREST IN LEASE

THE STATE OF TEXAS   )
)     KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF COLLIN     )

THIS ASSIGNMENT OF TENANT'S INTEREST IN LEASE (this "Assignment") is
entered into by and between TRW Inc., an Ohio corporation (hereinafter referred
to as "Assignor"), and Experian Information Solutions, Inc., an Ohio corporation
(hereinafter referred to as "Assignee").

W I T N E S S E T H

WHEREAS, Assignor has heretofore entered into that certain lease
agreement dated April 15, 1993, by and between Allen Office Investment Limited
Partnership, a Texas limited partnership, as landlord ("Landlord"), and
Assignor, as Tenant, pertaining to certain property and improvements in the City
of Allen, Collin County, Texas, which lease agreement is attached hereto as
Exhibit A and made a part hereof for all purposes (which lease was amended by
instrument dated March 10, 1995 attached hereto as Exhibit B (such lease, as
amended being hereinafter referred to as the "Lease"), and Assignor is the
present owner of all right, title and interest of the tenant under the Lease;
and

WHEREAS, pursuant to the Lease, Assignor and Landlord also executed (i)
that certain Tax Indemnity Agreement dated as of April 15, 1993, a copy of which
is attached hereto as Exhibit C, and (ii) that certain Environmental Indemnity
Agreement, also executed by Principal Mutual Life Insurance Company, an Iowa
corporation, a copy of which is attached as Exhibit L to the Lease (these two
instruments being collectively referred to as the "Collateral Agreements").

WHEREAS, Assignor desires to convey all of its right, title and interest
in and to the Lease and the Collateral Agreements to Assignee;

NOW, THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by Assignor, Assignor does hereby GRANT,
BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER unto Assignee, its
successors, legal representatives and assigns, all of Assignor's right, title
and interest in and to the lease and all security deposits and other deposits
therefor.

TO HAVE AND TO HOLD the above rights, title, interests, powers, estates
and privileges unto Assignee, its successors, legal representatives and assigns,
forever, and Assignor does hereby bind itself and its successors, legal
representatives and assigns, to WARRANT and FOREVER DEFEND, all and singular,
title to the interests herein assigned unto Assignee, its successors, legal
representatives and assigns, against

1

every person whomsoever lawfully claiming or to claim the same, or any thereof,
by, through or under Assignor, but not otherwise.

Assignor also assigns all of its right, title and interest in and
obligations under, the Collateral Agreements to Assignee.

It is understood and agreed that, by its execution hereof, Assignee
hereby assumes and agrees to perform all of the terms, covenants and conditions
of (i) the Lease on the part of the tenant therein required to be performed
arising from and after the effective date hereof, and (ii) the Collateral
Agreements; and Assignee covenants and agrees to indemnify, save and hold
harmless Assignor from and against any liability, claims or causes of action
existing in favor of or asserted by any party to the Lease or the Collateral
Agreements or by any third party, arising out of or relating to Assignee
"failure to perform any of the obligations of the tenant under the Lease, or the
obligations under the Collateral Agreements, subsequent to the effective date
hereof.

Assignor consents and agrees to indemnify, save and hold harmless
Assignee from and against any and all liability, claims or causes of action
existing in favor of or asserted by any party to the Lease or the Collateral
Agreements or by any third party, arising out of or relating to Assignor's
failure to perform any of the obligations of tenant under the Lease or under the
Collateral Agreements prior to the effective date hereof.

All of the covenants, terms and conditions set forth herein shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors, legal representatives and assigns.

The parties hereto agree to take such further action and execute such
further documentation to evidence this assignment and assumption as Landlord may
reasonably require pursuant to the provisions of Section 16 of the Lease wherein
Landlord reserves the right to approve the instrument of assignment as to form
and substance when the Tenant assigns all of its rights and interests under the
Lease.

The parties hereto further acknowledge, as required by Section 16 of the
Lease, that: (i) this Assignment does not affect or reduce any of the
obligations of Assignor, as Tenant under the Lease, to Landlord, and all such
obligations shall continue in full force and effect as obligations of a
principal and not as obligations of a guarantor or surety, to the same extent as
though no assignment had been made; provided that performance by Assignee of any
of the obligations of Tenant under the Lease shall be deemed to be performance
by Assignor; (ii) this Assignment does not impose any obligations on Landlord or
otherwise affect any of the rights of Landlord under the Lease; (iii) Assignee
is not a tax-exempt entity and shall be engaged in the same business activities
in the demised premises under the Lease as are presently being engaged in by
Assignor as of the Effective Date; and (iv) this Assignment does not affect or
reduce any of the obligations of Assignor to the other parties to the Collateral
Agreements.

Without limiting the foregoing, the Assignee and Assignor agree to
execute such Estoppel Certificate, or Certificates as required by Section 23 of
the Lease and requested by Landlord. Assignee also hereby notifies Landlord that
the address for

2

notice to Assignee shall be as set forth below on the signature page, attention
Law Department.

EXECUTED the ____ day of _________________, 1996, to be effective as of
the ____ day of ______________, 1996.

ASSIGNOR:

TRW, INC.

By:      /s/ David B Goldstan
------------------------------------
Name:    David B. Goldstan
----------------------------------
Title:   Assistant Secretary
---------------------------------

ADDRESS FOR NOTICES:                     ASSIGNEE:

505 City Parkway West, Tenth Floor       EXPERIAN INFORMATION SOLUTIONS, INC.
Orange, CA 92868
Telephone:  (714) 385-7000               By:      /s/ Thomas A. Gasparini
------------------------------------
FAX:  (714) 938-2513                     Name:    Thomas A. Gasparini
----------------------------------
Attention:  Law Department               Title:   Executive Vice-President,
---------------------------------
General Counsel & Secretary
------------------------------

LANDLORD:                                APPROVED:

ALLEN OFFICE INVESTMENT                  PRINCIPAL MUTUAL LIFE INSURANCE
LIMITED PARTNERSHIP,                     COMPANY, an Iowa corporation
a Texas limited partnership

By:   PRINCIPAL MUTUAL LIFE                     By:      /s/ R.W. Hughes
-----------------------------
INSURANCE COMPANY, an Iowa                Name:    R.W. Hughes
---------------------------
corporation, its sole General             Title:   Assistant Director
--------------------------

By: /s/ R.W. Hughes                       By:      /s/ Karen A. Pearston
----------------------------             -----------------------------
Name:  R.W. Hughes                        Name:    Karen A. Pearston
---------------------------               ---------------------------
Title:  Assistant Director                Title:   Counsel
--------------------------                   -----------------------

By:  /s/ Karen A. Pearston
-----------------------------
Name: Karen A. Pearston
---------------------------
Title:  Counsel
--------------------------

3

EXHIBIT 10.68

LEASE AMENDMENT TO LEASE AGREEMENT
FOR THE EXPERIAN/TRW BUILDINGS

LEASE AMENDMENT

AMENDMENT AGREEMENT dated this 10/th/ day of March, 1995 by and between
ALLEN OFFICE INVESTMENT LIMITED PARTNERSHIP, a Texas limited partnership (herein
called "Landlord"), having an address at 711 High Street, Des Moines, Iowa,
50392-1450, Attention: Commercial Real Estate Loan Administration, Reference No.
D-399815, and TRW INC., an Ohio corporation (herein called "Tenant"), having an
address at 500 City Parkway West, Orange, California, 92668, Attention: John L.
Dettbarn.

WITNESSETH

WHEREAS, by Agreement of Lease dated April 15, 1993 (the "Lease")
Landlord demised to Tenant and Tenant hired from Landlord those certain premises
described in the Lease upon the terms, provisions and conditions as in said
Lease more fully set forth therein; and

WHEREAS, Landlord and Tenant desire to amend the Lease as hereinafter
set forth.

NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
that the Lease be and it is hereby amended as follows:

1. From and on April 15, 1995 through and including October 15, 2010,
each of the Basic Rent payments as defined in Paragraph 5(a) of the Lease and
outlined pursuant to Exhibit B of the Lease shall be increased by $3,254.00 per
month and the Rent payment for February 15, 2010 shall be increased an
additional $657,551.60, for a total rental payment increase of $660,805.60. The
original Exhibit B is deleted in its entirety and inserted in lieu thereof is
the Exhibit B attached hereto and made a part hereof.

2. The Termination Values as defined in Paragraph 5(c) of the Lease and
outlined pursuant to Exhibit D of the Lease shall also be amended to reflect the
monthly rental increase of $3,254.00 as well as an additional lump sum payment
of $657,551.60. The original Exhibit D is deleted in its entirety and inserted
in lieu thereof is the Exhibit D attached hereto and made a part hereof.

3. Except as modified hereby, the Lease is and shall remain in full
force and effect, in accordance with its terms.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above set forth.

LANDLORD:                  ALLEN OFFICE INVESTMENT
LIMITED PARTNERSHIP, a Texas
limited partnership

By:      Principal Mutual Life Insurance
Company, an Iowa corporation, its
sole general partner

By:      /s/ Karen A. Pearston
---------------------------------
Its:     Karen A. Pearston, Counsel
--------------------------------

By:      /s/ Thomas R. Pospisil
---------------------------------
Its:     Thomas R. Pospisil, Counsel
--------------------------------

TENANT:                             TRW, INC., an Ohio corporation

By:      /s/ Thomas A. Gasparini
---------------------------------
Name:    Thomas A. Gasparini
-------------------------------
Title:   Assistant General Counsel
------------------------------
& Assistant Secretary

-2-

EXHIBIT B
---------

BASIC RENT PAYMENTS

Rental
Date                                 Payment
----                                 -------
11/15/93                          $   87,560.25
12/15/93                          $   87,560.25
1/15/94                          $  132,927.05
2/15/94                          $1,074,597.97
3/15/94                          $  178,293.86
4/15/94                          $  178,293.86
5/15/94                          $  178,293.86
6/15/94                          $  178,293.86
7/15/94                          $  178,293.86
8/15/94                          $  178,293.86
9/15/94                          $  178,293.86
10/15/94                          $  178,293.86
11/15/94                          $  178,293.86
12/15/94                          $  178,293.86
1/15/95                          $  178,293.86
2/15/95                          $  405,772.67
3/15/95                          $  178,293.86
4/15/95                          $  181,547.86
5/15/95                          $  181,547.86
6/15/95                          $  181,547.86
7/15/95                          $  181,547.86
8/15/95                          $  181,547.86
9/15/95                          $  181,547.86
10/15/95                          $  623,539.14
11/15/95                          $  178,830.97
12/15/95                          $  178,830.97
1/15/96                          $  178,830.97
2/15/96                          $  178,830.97
3/15/96                          $  178,830.97
4/15/96                          $  178,830.97
5/15/96                          $  178,830.97
6/15/96                          $  178,830.97
7/15/96                          $  178,830.97
8/15/96                          $  178,830.97
9/15/96                          $  178,830.97
10/15/96                          $  880,903.68
11/15/96                          $  174,515.39
12/15/96                          $  174,515.39
1/15/97                          $  174,515.39
2/15/97                          $  174,515.39

EXHIBIT B
---------

BASIC RENT PAYMENTS (cont.)

3/15/97                          $  174,515.39
4/15/97                          $  174,515.39
5/15/97                          $  174,515.39
6/15/97                          $  174,515.39
7/15/97                          $  174,515.39
8/15/97                          $  174,515.39
9/15/97                          $  174,515.39
10/15/97                          $  928,375.08
11/15/97                          $  169,881.48
12/15/97                          $  169,881.48
1/15/98                          $  169,881.48
2/15/98                          $  169,881.48
3/15/98                          $  169,881.48
4/15/98                          $  169,881.48
5/15/98                          $  169,881.48
6/15/98                          $  169,881.48
7/15/98                          $  169,881.48
8/15/98                          $  169,881.48
9/15/98                          $  169,881.48
10/15/98                          $  979,348.12
11/15/98                          $  164,905.75
12/15/98                          $  164,905.75
1/15/99                          $  164,905.75
2/15/99                          $  164,905.75
3/15/99                          $  164,905.75
4/15/99                          $  164,905.75
5/15/99                          $  164,905.75
6/15/99                          $  164,905.75
7/15/99                          $  164,905.75
8/15/99                          $  164,905.75
9/15/99                          $  164,905.75
10/15/99                          $1,034,081.08
11/15/99                          $  159,563.00
12/15/99                          $  159,563.00
1/15/00                          $  159,563.00
2/15/00                          $  159,563.00
3/15/00                          $  159,563.00
4/15/00                          $  159,563.00
5/15/00                          $  159,563.00
6/15/00                          $  159,563.00
7/15/00                          $  159,563.00
8/15/00                          $  159,563.00
9/15/00                          $  159,563.00

EXHIBIT B
---------

BASIC RENT PAYMENTS (cont.)

10/15/00                          $1,092,851.31
11/15/00                          $  153,826.16
12/15/00                          $  153,826.16
1/15/01                          $  153,826.16
2/15/01                          $1,864,290.70
3/15/01                          $  143,312.08
4/15/01                          $  143,312.08
5/15/01                          $  143,312.08
6/15/01                          $  143,312.08
7/15/01                          $  143,312.08
8/15/01                          $  143,312.08
9/15/01                          $  143,312.08
10/15/01                          $  143,312.08
11/15/01                          $  143,312.08
12/15/01                          $  143,312.08
1/15/02                          $  143,312.08
2/15/02                          $1,986,470.89
3/15/02                          $  131,982.33
4/15/02                          $  131,982.33
5/15/02                          $  131,982.33
6/15/02                          $  131,982.33
7/15/02                          $  131,982.33
8/15/02                          $  131,982.33
9/15/02                          $  131,982.33
10/15/02                          $  131,982.33
11/15/02                          $  131,982.33
12/15/02                          $  131,982.33
1/15/03                          $  131,982.33
2/15/03                          $2,118,129.58
3/15/03                          $  119,773.65
4/15/03                          $  119,773.65
5/15/03                          $  119,773.65
6/15/03                          $  119,773.65
7/15/03                          $  119,773.65
8/15/03                          $  119,773.65
9/15/03                          $  119,773.65
10/15/03                          $  119,773.65
11/15/03                          $  119,773.65
12/15/03                          $  119,773.65
1/15/04                          $  119,773.65
2/15/04                          $2,260,002.07
3/15/04                          $  106,617.85
4/15/04                          $  106,617.85

EXHIBIT B
---------

BASIC RENT PAYMENTS (cont.)

5/15/04                          $  106,617.85
6/15/04                          $  106,617.85
7/15/04                          $  106,617.85
8/15/04                          $  106,617.85
9/15/04                          $  106,617.85
10/15/04                          $  106,617.85
11/15/04                          $  106,617.85
12/15/04                          $  106,617.85
1/15/05                          $  106,617.85
2/15/05                          $2,412,880.73
3/15/05                          $   92,441.44
4/15/05                          $   92,441.44
5/15/05                          $   92,441.44
6/15/05                          $   92,441.44
7/15/05                          $   92,441.44
8/15/05                          $   92,441.44
9/15/05                          $   92,441.44
10/15/05                          $   92,441.44
11/15/05                          $   92,441.44
12/15/05                          $   92,441.44
1/15/06                          $   92,441.44
2/15/06                          $2,577,619.40
3/15/06                          $   77,165.26
4/15/06                          $   77,165.26
5/15/06                          $   77,165.26
6/15/06                          $   77,165.26
7/15/06                          $   77,165.26
8/15/06                          $   77,165.26
9/15/06                          $   77,165.26
10/15/06                          $   77,165.26
11/15/06                          $   77,165.26
12/15/06                          $   77,165.26
1/15/07                          $   77,165.26
2/15/07                          $2,755,138.16
3/15/07                          $   60,703.98
4/15/07                          $   60,703.98
5/15/07                          $   60,703.98
6/15/07                          $   60,703.98
7/15/07                          $   60,703.98
8/15/07                          $   60,703.98
9/15/07                          $   60,703.98
10/15/07                          $   60,703.98
11/15/07                          $   60,703.98

EXHIBIT B
---------

BASIC RENT PAYMENTS (cont.)

12/15/07                          $   60,703.98
1/15/08                          $   60,703.98
2/15/08                          $2,946,428.45
3/15/08                          $   42,965.67
4/15/08                          $   42,965.67
5/15/08                          $   42,965.67
6/15/08                          $   42,965.67
7/15/08                          $   42,965.67
8/15/08                          $   42,965.67
9/15/08                          $   42,965.67
10/15/08                          $   42,965.67
11/15/08                          $   42,965.67
12/15/08                          $   42,965.67
1/15/09                          $   42,965.67
2/15/09                          $3,152,558.64
3/15/09                          $   23,851.26
4/15/09                          $   23,851.26
5/15/09                          $   23,851.26
6/15/09                          $   23,851.26
7/15/09                          $   23,851.26
8/15/09                          $   23,851.26
9/15/09                          $   23,851.26
10/15/09                          $   23,851.26
11/15/09                          $   23,851.26
12/15/09                          $   23,851.26
1/15/10                          $   23,851.26
2/15/10                          $4,032,231.59
3/15/10                          $    3,254.00
4/15/10                          $    3,254.00
5/15/10                          $    3,254.00
6/15/10                          $    3,254.00
7/15/10                          $    3,254.00
8/15/10                          $    3,254.00
9/15/10                          $    3,254.00
10/15/10                          $    3,254.00

EXHIBIT D
---------
TERMINATION VALUES

Date                         Termination Value

4/15/93                         31,860,846.10
5/15/93                         32,057,696.22
6/15/93                         32,255,717.54
7/15/93                         32,452,983.57
8/15/93                         32,651,016.22
9/15/93                         32,851,812.21
10/15/93                         33,051,417.04
11/15/93                         33,166,231.02
12/15/93                         33,283,429.19
1/15/94                         33,352,313.96
2/15/94                         32,480,860.59
3/15/94                         32,493,234.26
4/15/94                         32,505,288.47
5/15/94                         32,517,016.00
6/15/94                         32,528,719.16
7/15/94                         32,538,493.07
8/15/94                         32,556,592.43
9/15/94                         32,589,739.45
10/15/94                         32,621,284.68
11/15/94                         32,653,117.38
12/15/94                         32,685,240.15
1/15/95                         32,715,751.80
2/15/95                         32,519,062.68
3/15/95                         32,874,664.79
4/15/95                         32,901,987.49
5/15/95                         32,927,945.78
6/15/95                         32,954,141.98
7/15/95                         32,978,963.51
8/15/95                         33,004,012.62
9/15/95                         33,029,291.38
10/15/95                         32,611,195.87
11/15/95                         32,635,310.81
12/15/95                         32,659,646.93
1/15/96                         32,682,591.50
2/15/96                         32,705,746.59
3/15/96                         32,729,114.15
4/15/96                         32,752,696.12
5/15/96                         32,775,309.25
6/15/96                         32,798,129.93

EXHIBIT D
TERMINATION VALUES

Date                           Termination Value

7/15/96                          32,819,974.86
8/15/96                          32,842,020.36
9/15/96                          32,864,268.28
10/15/96                          32,183,462.55
11/15/96                          32,204,924.87
12/15/96                          32,226,584.33
1/15/97                          32,247,257.52
2/15/97                          32,268,120.67
3/15/97                          32,289,175.54
4/15/97                          32,310,423.88
5/15/97                          32,331,026.57
6/15/97                          32,351,818.64
7/15/97                          32,371,960.94
8/15/97                          32,392,288.44
9/15/97                          32,412,802.85
10/15/97                          31,678,805.29
11/15/97                          31,698,850.12
12/15/97                          31,719,079.30
1/15/98                          31,738,653.66
2/15/98                          31,758,408.13
3/15/98                          31,778,344.35
4/15/98                          31,798,463.99
5/15/98                          31,818,007.22
6/15/98                          31,837,730.31
7/15/98                          31,856,873.40
8/15/98                          31,876,192.75
9/15/98                          31,895,689.96
10/15/98                          31,105,138.50
11/15/98                          31,124,227.90
12/15/98                          31,143,493.12
1/15/99                          31,162,174.24
2/15/99                          31,181,027.49
3/15/99                          31,200,054.44
4/15/99                          31,219,256.69
5/15/99                          31,237,952.85
6/15/99                          31,256,821.33
7/15/99                          31,275,180.71
8/15/99                          31,293,709.37
9/15/99                          31,312,408.86
10/15/99                          30,461,422.42

EXHIBIT D
TERMINATION VALUES

Date                          Termination Value

11/15/99                          30,479,779.08
12/15/99                          30,498,305.05
1/15/00                          30,516,318.89
2/15/00                          30,534,498.94
3/15/00                          30,552,846.74
4/15/00                          30,571,363.84
5/15/00                          30,589,782.95
6/15/00                          30,608,372.04
7/15/00                          30,626,863.84
8/15/00                          30,645,526.31
9/15/00                          30,664,361.01
10/15/00                          29,749,812.40
11/15/00                          29,768,725.08
12/15/00                          29,787,812.32
1/15/01                          29,806,806.90
2/15/01                          28,115,512.30
3/15/01                          28,134,859.20
4/15/01                          28,154,384.69
5/15/01                          28,175,110.48
6/15/01                          28,196,027.47
7/15/01                          28,218,157.48
8/15/01                          28,240,491.51
9/15/01                          28,263,031.45
10/15/01                          28,286,799.24
11/15/01                          28,310,786.04
12/15/01                          28,334,993.85
1/15/02                          28,360,444.77
2/15/02                          26,542,971.28
3/15/02                          26,568,893.14
4/15/02                          26,595,053.73
5/15/02                          26,622,638.07
6/15/02                          26,650,476.33
7/15/02                          26,679,753.68
8/15/02                          26,709,300.40
9/15/02                          26,739,118.97
10/15/02                          26,770,394.73
11/15/02                          26,801,958.13
12/15/02                          26,833,811.82
1/15/03                          26,867,141.31
2/15/03                          24,914,629.97

EXHIBIT D
TERMINATION VALUES

Date                          Termination Value

3/15/03                          24,948,575.10
4/15/03                          24,982,832.30
5/15/03                          25,018,762.69
6/15/03                          25,055,023.27
7/15/03                          25,092,975.34
8/15/03                          25,131,276.08
9/15/03                          25,169,928.68
10/15/03                          25,210,294.62
11/15/03                          25,251,031.29
12/15/03                          25,292,142.08
1/15/04                          25,334,988.69
2/15/04                          23,238,000.27
3/15/04                          23,281,637.28
4/15/04                          23,325,674.92
5/15/04                          23,371,664.15
6/15/04                          23,418,075.50
7/15/04                          23,466,460.11
8/15/04                          23,515,288.72
9/15/04                          23,564,565.39
10/15/04                          23,615,841.50
11/15/04                          23,667,588.02
12/15/04                          23,719,809.28
1/15/05                          23,774,056.87
2/15/05                          21,522,539.14
3/15/05                          21,577,786.42
4/15/05                          21,633,540.42
5/15/05                          21,691,556.73
6/15/05                          21,750,105.05
7/15/05                          21,810,941.18
8/15/05                          21,872,335.07
9/15/05                          21,934,291.82
10/15/05                          21,998,567.52
11/15/05                          22,063,432.40
12/15/05                          22,128,891.83
1/15/06                          22,196,702.23
2/15/06                          19,779,956.11
3/15/06                          19,849,015.11
4/15/06                          19,918,707.00
5/15/06                          19,991,007.99
6/15/06                          20,063,971.47

EXHIBIT D
TERMINATION VALUES

Date                          Termination Value

7/15/06                          20,139,573.92
8/15/06                          20,215,869.00
9/15/06                          20,292,863.04
10/15/06                          20,372,532.86
11/15/06                          20,452,932.46
12/15/06                          20,534,068.51
1/15/07                          20,617,918.18
2/15/07                          18,024,562.89
3/15/07                          18,109,955.48
4/15/07                          18,196,130.13
5/15/07                          18,285,300.94
6/15/07                          18,375,288.29
7/15/07                          18,468,306.60
8/15/07                          18,562,176.58
9/15/07                          18,656,906.03
10/15/07                          18,754,709.74
11/15/07                          18,853,408.81
12/15/07                          18,953,011.45
1/15/08                          19,055,732.85
2/15/08                          16,273,670.06
3/15/08                          16,378,280.62
4/15/08                          16,483,848.73
5/15/08                          16,592,892.44
6/15/08                          16,702,934.17
7/15/08                          16,816,492.33
8/15/08                          16,931,089.72
9/15/08                          17,046,735.83
10/15/08                          17,165,949.54
11/15/08                          17,286,254.11
12/15/08                          17,407,659.51
1/15/09                          17,532,685.10
2/15/09                          14,549,261.64
3/15/09                          14,676,585.53
4/15/09                          14,805,074.35
5/15/09                          14,937,570.18
6/15/09                          15,071,278.13
7/15/09                          15,209,040.72
8/15/09                          15,348,063.50
9/15/09                          15,488,358.01
10/15/09                          15,632,767.27

EXHIBIT D
TERMINATION VALUES

Date                          Termination Value

11/15/09                          15,778,497.41
12/15/09                          15,925,560.50
1/15/10                          16,076,800.14
2/15/10                          12,221,042.69
3/15/10                          12,365,842.83
4/15/10                          12,511,967.59
5/15/10                          12,666,807.61
6/15/10                          12,823,063.83
7/15/10                          12,988,127.71
8/15/10                          13,154,701.03
9/15/10                          13,322,797.58
10/15/10                          13,500,000.01

EXHIBIT 10.69

PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
FOR THE AGILENT BOSTON BUILDING

PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS

BY AND BETWEEN

BPF TECH CENTRAL, LLC, a Delaware limited liability company

("Seller")

AND

WELLS OPERATING PARTNERSHIP, L.P., a Delaware limited partnership

("Buyer")

Table of Contents
-----------------

Page
----

1.   BASIC TERMS AND DEFINITIONS; REFERENCES ...............................................  1
1.1     Basic Terms and Definitions ......................................................  1
1.2     References .......................................................................  1
2.   PURCHASE AND SALE .....................................................................  2
3.   PURCHASE PRICE; DEPOSIT AND INDEPENDENT CONSIDERATION .................................  2
3.1     Purchase Price ...................................................................  2
3.2     Payment of Purchase Price ........................................................  3
3.3     Disposition of Deposit Upon Failure to Close .....................................  3
3.4     Independent Contract Consideration ...............................................  3
4.   PROPERTY INFORMATION; TITLE REVIEW; INSPECTIONS AND DUE DILIGENCE; TENANT
ESTOPPEL CERTIFICATES; CONFIDENTIALITY .....................................................  3
4.1     Property Information .............................................................  3
4.2     Title and Survey Review; Title Policy ............................................  4
4.2.1   Delivery of Title Report .......................................................  4
4.2.2   Title Review and Cure ..........................................................  4
4.2.3   Delivery of Title Policies at Closing ..........................................  5
4.3     Inspections; Due Diligence Period ................................................  5
4.3.1   Inspections in General .........................................................  5
4.3.2   Environmental Inspections ......................................................  5
4.3.3   Termination During Due Diligence Period ........................................  6
4.4     Tenant Estoppel Certificates .....................................................  6
4.5     Service Contracts ................................................................  6
4.6     Confidentiality ..................................................................  6
5.   OPERATIONS AND

RISK OF LOSS ...........................................................  6
5.1     Ongoing Operations ...............................................................  6
5.2     New Contracts ....................................................................  6
5.3     Leasing Arrangements .............................................................  7
5.4     Damage or Condemnation ...........................................................  7
5.5     Warranty Work Contract ...........................................................  7
6.   SELLER'S AND BUYER'S DELIVERIES .......................................................  8
6.1     Seller's Deliveries into Escrow ..................................................  8
6.2     Buyer's Deliveries into Escrow ...................................................  9
6.3     Closing Statements/Escrow Fees; Tenant Notices ...................................  9
6.4     Post-Closing Deliveries ..........................................................  9
7.   CONDITIONS TO BUYER'S AND SELLER'S OBLIGATIONS ........................................  9
7.1     Conditions to Buyer's Obligations ................................................  9
7.2     Conditions to Seller's Obligations ............................................... 11
8.   CLOSE OF ESCROW; POSSESSION ........................................................... 11
8.1     Close of Escrow .................................................................. 11
9.   ESCROW ................................................................................ 12
9.1     Closing .......................................................................... 12
9.2     Escrow and Title Charges ......................................................... 12
9.3     Procedures Upon Failure of Condition ............................................. 13
10.  PRORATIONS ............................................................................ 13
10.1    Collected Rent ................................................................... 13
10.2    Operating Costs and Additional Rent Reconciliation ............................... 14
10.3    Taxes and Assessments ............................................................ 14
10.4    Leasing Commissions, Tenant Improvements and Service Contracts ................... 15
10.5    Intentionally Omitted ............................................................ 15
10.6    Utilities and Utility Deposits ................................................... 15
10.7    Owner Deposits ................................................................... 15

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10.8    Final Adjustment After Closing .....................................  15
10.9    No Marketing of Property ...........................................  16
11.     SELLER'S REPRESENTATIONS AND WARRANTIES; AS-IS .......................  16
11.1    Seller's Representations and Warranties ............................  16
11.2    As-Is ..............................................................  17
12.     BUYER'S COVENANTS, REPRESENTATIONS AND WARRANTIES; RELEASE; ERISA ....  18
12.1    Authority ..........................................................  18
12.2    Release ............................................................  19
12.3    ERISA ..............................................................  20
12.4    Warranty Work ......................................................  20
13.     DEFAULT AND DAMAGES ..................................................  20
13.1    DEFAULT BY BUYER ...................................................  20
13.2    Default by Seller ..................................................  21
14.     BROKER'S COMMISSIONS .................................................  21
15.     MISCELLANEOUS PROVISIONS .............................................  21
15.1    Notices ............................................................  21
15.2    Assignment; Binding on Successors and Assigns ......................  22
15.3    Work Product .......................................................  23
15.4    Further Assurances; Completion of Warranty Work ....................  23
15.5    Attorneys' Fees ....................................................  23
15.6    Survival of Representations, Warranties and Agreements .............  23
15.7    Entire Agreement ...................................................  23
15.8    Governing Law ......................................................  24
15.9    Counterparts .......................................................  24
15.10   Headings; Construction .............................................  24
15.11   Time of Essence ....................................................  24
15.12   Partial Validity; Severability .....................................  24
15.13   No Third Party Beneficiaries .......................................  24
15.14   Recordation of Agreement ...........................................  24
15.15   Joint Product of Parties ...........................................  24
15.16   Calculation of Time Periods ........................................  24
15.17   Procedure for Indemnity ............................................  25
15.18   Section 1031 Exchange ..............................................  25
15.19   Waiver of Jury Trial ...............................................  25
15.20   No Personal Liability ..............................................  25
15.21   Joint and Several Liability ........................................  25
15.22   No Waiver ..........................................................  25
15.23   Latent Defects .....................................................  25

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PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS

THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this "Agreement")
is made and entered into as of April 5, 2002, between BPF Tech Central, LLC, a
Delaware limited liability company ("Seller"), and WELLS Operating Partnership,
L.P., a Delaware limited partnership ("Buyer"), with reference to the following:

A.   Seller is the owner of the improved real property (the "Real
Property") described on Exhibit A attached hereto together with certain personal
property located upon or used in connection with such improved real property and
certain other assets relating thereto, all as more particularly described in
Section 2 hereof.

B.   Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, the Real Property, together with certain personal property and related
assets on the terms and subject to the conditions contained in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.   BASIC TERMS AND DEFINITIONS; REFERENCES

1.1  Basic Terms and Definitions.

(a)  Effective Date. The effective date of this Agreement is the date
set forth above ("Effective Date").

(b)  Closing Date. The day that Close of Escrow shall occur is April
18, 2002 (the "Closing Date").

(c)  Title Review Period. The "Title Review Period" shall end on April
12, 2002 at 5:00 p.m. (Massachusetts time).

(d)  Due Diligence Period. The "Due Diligence Period" shall end on
April 12, 2002 at 5:00 p.m. (Massachusetts time).

(e)  Escrow Holder. The escrow holder shall be Chicago Title Company
("Escrow Holder"), whose address is National Business Unit, 16969 Von Karman,
Irvine, California 92606, Escrow Officer: Joy Eaton; Telephone: (949) 263-0123;
Telecopier: (949) 263-0356.

(f)  Title Company. The title company shall be Chicago Title Insurance
Company ("Title Company") whose address is National Business Unit, 16969 Von
Karman, Irvine, California 92606, Title Coordinator: John Premac; Telephone:
(949) 263-0123; Telecopier: (949) 263-0356.

(g)  Agilent Lease. The "Agilent Lease" is that certain lease dated
December 7, 2002 between Seller and Agilent Technologies, Inc.

1.2  References. All references to Exhibits refer to Exhibits attached to
this Agreement and all such Exhibits are incorporated herein by reference. The
words "herein," "hereof," "hereinafter" and words of similar import refer to
this Agreement as a whole and not to any particular Section hereof.

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2.   PURCHASE AND SALE.

Subject to the terms and conditions of this Agreement, Seller agrees to
sell, assign and transfer to Buyer and Buyer agrees to purchase from Seller, for
the purchase price set forth in Section 3 hereof, all of Seller's right, title
and interest in and to the following (collectively, the "Property"):

2.1  The Real Property, together with the buildings located thereon, and
all associated parking areas, landscaping and fixtures and all other
improvements located thereon (the buildings and such other improvements are
referred to herein collectively as the "Improvements"); all references
hereinafter made to the Real Property shall be deemed to include all rights,
privileges, licenses, easements, tenements and appurtenances benefiting the Real
Property and/or the Improvements situated thereon, including, without
limitation, all mineral and water rights and all easements, rights-of-way and
other appurtenances used or connected with the beneficial use or enjoyment of
the Real Property;

2.2  All personal property, equipment, machinery, supplies and fixtures
(collectively, the "Personal Property") listed on Exhibit B attached hereto or
otherwise left on the Real Property at the Close of Escrow (as defined in
Section 8.1 hereof) to the extent owned by Seller (exclusive of the chiller
units serving the property commonly know as 80 Central Street, Boxborough,
Massachusetts);

2.3  All of Seller's interest in any intangible property (expressly
excluding the names "Koll," "Bren", "K/B", "KBS" or any derivative thereof, or
any name that includes the word "Koll", the word "Bren", the word "Schreiber",
the word "K/B" or the word "KBS", or any derivative thereof) used or useful in
connection with the foregoing, including, without limitation, any right Seller
has in the name(s) of the building situated on the Real Property, including, but
not limited to, the name "Tech Central @ Boxborough" or any derivation thereof,
all contract rights, warranties related to the construction of the Improvements
(including without limitation the warranties listed on Schedule 3 attached
hereto and made a part hereof), guaranties, licenses, permits, entitlements,
governmental approvals and certificates of occupancy which benefit the Real
Property and/or the Personal Property. (Notwithstanding the foregoing, Seller
and Buyer agree and acknowledge that any assignable guaranties and warranties ,
as they relate to the wastewater treatment facility servicing the Property,
shall be assigned by Seller to Buyer and to the owner of the property commonly
known as 80 Central Street, Boxborough, Massachusetts);

2.4  All of Seller's interest in the leases (and all amendments thereto)
listed in Schedule 5 attached hereto and made a part hereof and all other leases
hereinafter entered into by Seller affecting the Real Property as of the Close
of Escrow to the extent permitted by the terms of this Agreement (collectively,
the "Leases"); and

2.5  All of Seller's interests in the service contracts listed on Exhibit C
attached hereto and all service contracts hereafter entered into by Seller to
the extent permitted by the provisions of this Agreement (the "Service
Contracts").

Notwithstanding anything to the contrary contained herein, the term "Property"
shall expressly exclude any Rents (as such term is defined in Section 10.1
hereof) or any other amounts payable by tenants under the Leases for periods
prior to the Close of Escrow, any Rent or other amounts payable by any former
tenants of the Property, and any judgments, stipulations, orders, or settlements
with any tenants under the Leases or former tenants of the Property relating to
the period ending at the Close of Escrow (hereinafter collectively referred to
as the "Excluded Property").

3.   PURCHASE PRICE; DEPOSIT AND INDEPENDENT CONSIDERATION.

3.1  Purchase Price. The purchase price for the Property shall be Thirty
Five Million One Hundred Fifty Thousand and 00/100 Dollars ($35,150,000) less
amounts credited to Buyer pursuant to Section 10.4.

-2-

3.2    Payment of Purchase Price. The Purchase Price shall be payable as
follows:

3.2.1  Within two (2) business days following the Effective Date,
and as a condition precedent to the effectiveness hereof, Buyer shall deposit in
escrow with Escrow Holder (as defined in Section 9.1 hereof), in cash or current
funds, the sum of Five Hundred Thousand and 00/100 Dollars ($500,000) (the
"Deposit"). Immediately upon Escrow Holder's receipt of the Deposit (the
"Opening of Escrow"), Escrow Holder shall invest the same in a federally insured
interest-bearing account acceptable to Seller and Buyer, with all interest
accruing thereon credited to the Purchase Price. For purposes of this Agreement,
any interest accruing on the Deposit from time to time shall be deemed part of
the Deposit. Upon expiration of the Due Diligence Period, if Buyer has not
previously terminated this Agreement by its terms the Deposit shall become
nonrefundable except as otherwise provided herein .

3.2.2  Provided all the conditions in Section 7.1 hereof have been
satisfied or waived by Buyer, Buyer shall deposit in cash or current funds with
Escrow Holder no later than 2:00 p.m. (California time) one (1) business day
prior to the Closing Date (as defined in Section 1.1(b) hereof) an amount equal
to the Purchase Price less the Deposit and all interest accrued thereon plus or
minus applicable prorations pursuant to Section 10 hereof.

3.3    Disposition of Deposit Upon Failure to Close. If the Close of Escrow
fails to occur due to Buyer's default under this Agreement (all of the
conditions to Buyer's obligation to close having been satisfied or waived), then
the disposition of the Deposit and all interest accrued thereon shall be
governed by Section 13.1 hereof; if the Close of Escrow fails to occur due to
Seller's default under this Agreement (all of the conditions to Seller's
obligation to close having been satisfied or waived), then the Deposit and all
interest accrued thereon shall promptly be refunded to Buyer; and if the Close
of Escrow fails to occur due to the failure of any of the conditions set forth
in Sections 7.1 or 7.2 hereof other than as a result of Buyer's or Seller's
default under this Agreement, then the disposition of the Deposit and all
interest accrued thereon shall be governed by Section 9.3 hereof.

3.4    Independent Contract Consideration. In addition to the Earnest
Money, Buyer has as of the date hereof delivered to Seller the amount of ONE
HUNDRED AND NO/100 DOLLARS ($100.00), the receipt and sufficiency of which is
hereby acknowledged by Seller (the "Independent Contract Consideration"), which
amount Seller and Buyer agree has been bargained for as consideration for
Seller's execution and delivery of this Agreement and Buyer's right to inspect
the Property pursuant to Section 4.3 of the Agreement. The Independent Contract
Consideration is in addition to and independent of any other consideration or
payment provided for in this Agreement and is non-refundable in all events.

4.   PROPERTY INFORMATION; TITLE REVIEW; INSPECTIONS AND DUE DILIGENCE; TENANT
ESTOPPEL CERTIFICATES; CONFIDENTIALITY.

4.1    Property Information. Seller shall make available to Buyer within
five (5) business days after the date of this Agreement, to the extent in
Seller's possession, the following, all of which shall be made available for
review and copying (at Buyer's cost and expense) at the offices of Insignia/EGS,
Inc., 111 Huntington Avenue, Boston, Massachusetts (collectively, the "Property
Information"):

(a)  the Leases;

(b)  a current rent roll for the Real Property, indicating rents
collected, scheduled rents and concessions, delinquencies, and security deposits
held (collectively, the "Rent Rolls");

(c)  the most current operating statements for the Real Property, if
available (collectively, the "Operating Statements");

(d)  the projected operating expenses for the Property for 2002;

(e)  copies of the Service Contracts;

-3-

(f)  existing land title surveys, if any, for the Real Property
(collectively, the "Existing Surveys");

(g)  Commission Agreements (as hereinafter defined);

(h)  copies of any existing title insurance policies for the Real
Property in Seller's possession;

(i)  any environmental, soils and/or engineering reports prepared
for Seller or Seller's predecessors (including any relating to the wastewater
treatment facility servicing the Property);

(j)  any plans and specifications, permits, licenses, zoning
approvals, certificates of occupancy, warranties, lien waivers, utility
arrangements and all other materials directly related to the existing
development and construction of the Property (including any relating to the
wastewater treatment facility servicing the Property); and

(k)  copies of any written notices from tenants or governmental
authorities received during Seller's ownership of the Property.

Under no circumstances shall Buyer be entitled to review any appraisals relating
to the Property or any internal financial audits relating to the Property.

4.2    Title and Survey Review; Title Policy.

4.2.1  Delivery of Title Report. Seller shall request, at Buyer's
expense, the Title Company to promptly deliver to Seller and Buyer a preliminary
report or title commitment covering the Real Property (the "Title Report")
issued by the Title Company, together with copies of all documents
(collectively, the "Title Documents") referenced in the Title Report (including,
without limitation, copies of the deed pursuant to which Seller obtained title
to the Real Property). Seller shall assist Buyer, at Buyer's expense, to obtain
a new survey for the Real Property (such survey being referred to herein as the
"New Survey"). Buyer understands and acknowledges that if Buyer elects to obtain
a New Survey or an updated or recertified survey for the Real Property the
completion and/or delivery of the surveys or updated or recertified surveys
shall not be a condition precedent to the Close of Escrow. Notwithstanding the
foregoing, Buyer further acknowledges that Seller makes no representations or
warranties, and Seller shall have no responsibility, with respect to the
completeness of the Title Documents made available to Buyer.

4.2.2  Title Review and Cure. Commencing from the date of this
Agreement and continuing through and including the Title Review Period, Buyer
shall have the right to approve or disapprove the condition of title to the Real
Property. On or before the expiration of the Title Review Period, Buyer shall
deliver to Seller and Escrow Holder written notice ("Buyer's Title Notice") of
Buyer's approval or disapproval of the matters reflected in the Title Report and
the New Survey, if any (or any Existing Survey if Buyer elects not to obtain a
New Survey); Buyer's Title Notice delivered by Buyer to Seller must state that
it is a "Buyer's Title Notice being delivered in accordance with the provisions
of Section 4.2.2 of the Purchase Agreement." The failure of Buyer to deliver to
Seller Buyer's Title Notice on or before the expiration of the Title Review
Period shall be deemed to constitute Buyer's approval of the condition of title
to the Real Property, other than the monetary encumbrances described below. If
Buyer disapproves any matter of title shown in the Title Report, the New Survey,
if any (or any Existing Survey if Buyer elects not to obtain a New Survey) other
than matters of record evidencing financial obligations of Seller to Guaranty
Federal Bank F.S.B., or any other monetary encumbrances voluntarily granted by
Seller, then this Agreement shall automatically terminate, the parties shall be
released from all further obligations under this Agreement (except pursuant to
any provisions which by their terms survive a termination of this Agreement),
the Deposit shall be immediately returned to Buyer and Buyer shall immediately
return all Property Information to Seller. Whether or not Buyer delivers a
Buyer's Title Notice, Seller shall cause the Title Company to remove from the
Title Policy (as hereinafter defined in Section 4.2.3) in accordance with
customary conveyancing practices, all matters of record evidencing financial
obligations of Seller to Guaranty Federal Bank F.S.B. or any other monetary
encumbrances voluntarily granted by Seller. Buyer shall have been deemed to have
approved any title exception

-4-

that Seller is not obligated to remove and to which either Buyer did not object
as provided above, or to which Buyer did object, but with respect to which Buyer
did not terminate this Agreement.

4.2.3  Delivery of Title Policies at Closing. As a condition
precedent to the Close of Escrow, the Title Company shall have issued and
delivered to Buyer, or shall have committed to issue and deliver to Buyer, with
respect to the Real Property, an ALTA Owner's Policy of Title Insurance (1992
Form) (the "Title Policy") issued by the Title Company as of the date and time
of the recording of the Deed (as such term is defined in Section 6.1 hereof) for
the Real Property , in the amount of the Purchase Price insuring Buyer as owner
of good, marketable and indefeasible fee simple title to the Real Property,
subject to the Permitted Exceptions as hereinafter defined. For purposes of this
Agreement, "Permitted Exceptions" shall mean and include (a) matters affecting
the Real Property which are created by or with the written consent of Buyer, (b)
the rights of the tenants under the Leases affecting the Real Property, (c) all
exceptions disclosed by the Title Report relating to the Real Property and which
are approved or deemed approved by Buyer in accordance with Section 4.2.2
hereof, (d) all applicable laws, ordinances, rules and governmental regulations
(including, without limitation, those relating to building, zoning and land use)
affecting the development, use, occupancy or enjoyment of the Real Property and
(e) all matters shown on the Existing Survey or the New Survey.

4.3    Inspections; Due Diligence Period.

4.3.1  Inspections in General. Commencing from the Effective Date
and continuing through and including the expiration of the Due Diligence Period,
Buyer, its agents, and employees shall have a limited license (the "License") to
enter upon the Real Property for the purpose of making non-invasive inspections
at Buyer's sole risk, cost and expense. Before any such entry, Buyer shall
provide Seller with evidence that it maintains insurance with an insurer and
with insurance limits and coverage reasonably satisfactory to Seller. All of
such entries upon the Real Property shall be at reasonable times during normal
business hours and after at least 48 hours prior notice to Seller or Seller's
agent, and Seller or Seller's agent shall have the right to accompany Buyer
during any activities performed by Buyer on the Real Property. Notwithstanding
anything stated to the contrary herein, Buyer shall have no right to inspect any
of the occupied space in the Real Property, Buyer shall not contact or speak to
any of the tenants under the Leases, and such inspections shall not unreasonably
interfere with the rights of tenants; provided, however, notwithstanding the
foregoing, Buyer shall have the right to inspect occupied space in the Real
Property and to contact or speak to tenants provided that (a) Buyer provides
Seller with no less than 24 hours prior written notice of such intention, (b)
Seller or Seller's representative is present (unless Seller waives such
requirement)during such inspections and/or discussions with tenants, and (c) any
discussions with tenants is limited to their existing tenancy and premises and
does not involve any lease renegotiations. At Seller's request, Buyer shall
provide Seller (at no cost to Seller and without any representation or warranty
by Buyer) with a copy of the results of any tests and inspections made by Buyer,
excluding only market and economic feasibility studies, any appraisals and any
internal financial audits or reports relating to the Property. If any inspection
or test disturbs the Real Property, Buyer will restore the Real Property to the
same condition as existed before the inspection or test. Buyer shall defend,
indemnify Seller and hold Seller, Seller's trustees, beneficiaries, officers,
directors, members, representatives, principals, partners, shareholders,
employees, agents, contractors and tenants and the Real Property harmless from
and against any and all losses, costs, damages, claims, or liabilities,
including but not limited to, mechanic's and materialmen's liens and Seller's
attorneys' fees, arising out of or in connection with Buyer's inspection of the
Real Property; provided that Buyer shall not be responsible for indemnifying or
holding any such parties harmless for the mere discovery of any existing
condition at the Property. The License shall be deemed revoked upon termination
of this Agreement. The provisions of this paragraph shall survive the Close of
Escrow or the earlier termination of this Agreement.

4.3.2  Environmental Inspections. The inspections under Section
4.3.1 may include non-invasive Phase I environmental inspections of the Real
Property, but no Phase II environmental inspections or other invasive
inspections or sampling of soil or materials, including without limitation
construction materials, either as part of the Phase I inspections or any other
inspections, shall be performed without the prior written consent of Seller,
which may be withheld in its sole and absolute discretion, and if consented to
by Seller, the proposed scope of work and the party who will perform the work
shall be subject to Seller's review and approval. At Seller's request, Buyer
shall deliver to Seller (at no cost to Seller and without any representation or
warranty by Buyer) copies of any Phase II or other environmental reports to
which Seller consents as provided above.

-5-

4.3.3  Termination During Due Diligence Period. If Buyer determines,
in its sole discretion, before the expiration of the Due Diligence Period, that
the Real Property is unacceptable for Buyer's purposes, Buyer shall have the
right to terminate this Agreement by giving to Seller notice of termination
("Termination Notice") before the expiration of the Due Diligence Period, in
which event the Deposit shall be immediately refunded to Buyer, Buyer shall
immediately return all Property Information to Seller and, except for those
provisions of this Agreement which expressly survive the termination of this
Agreement, the parties hereto shall have no further obligations hereunder. If
Buyer fails to deliver a Termination Notice to Seller and Escrow Holder on or
before the expiration of the Due Diligence Period, then Buyer shall be deemed to
be satisfied with all aspects of all the Real Property, including, without
limitation, the condition and suitability of all the Real Property for Buyer's
intended use, and Buyer shall be obligated to acquire the Real Property in
accordance with the provisions of this Agreement (but subject to the provisions
of Section 7 hereof). Buyer's delivery of a Termination Notice to Seller with
respect to the Real Property shall constitute Buyer's election to terminate this
Agreement with respect to the Real Property as provided above in this Section
4.3.3.

4.4    Tenant Estoppel Certificates. Seller shall endeavor to secure and
deliver to Buyer no later than five (5) days prior to the expiration of the Due
Diligence Period estoppel certificates for all Leases consistent with the
information in the Rent Rolls and in the Leases and substantially in the form
attached hereto as Exhibit D or such form as may be required under the
applicable Leases.

4.5    Service Contracts. Buyer shall assume the obligations arising from
and after the Closing Date under the Service Contracts.

4.6    Confidentiality. Prior to the Close of Escrow or in the event the
Close of Escrow never occurs, the Property Information and all other
information, other than matters of public record or matters generally known to
the public, furnished to, or obtained through inspection of the Real Property
by, Buyer, its affiliates, lenders, employees, attorneys, accountants and other
professionals or agents relating to the Real Property, will be treated by Buyer,
its affiliates, lenders, employees and agents as confidential, and will not be
disclosed to anyone (except as reasonably required in connection with Buyer's
evaluation of the Real Property (including appropriate members of the
broker-dealer community selling the products of Buyer or its affiliates) and in
connection with Buyer's activities in closing the transaction contemplated by
this Agreement) except to Buyer's consultants who agree to maintain the
confidentiality of such information, and will be returned to Seller by Buyer if
the Close of Escrow does not occur. The terms of this Agreement will not be
disclosed to anyone prior to the Close of Escrow except to Buyer's and Seller's
consultants (including appropriate members of the broker-dealer community
selling the products of Buyer or its affiliates) who agree to maintain the
confidentiality of such information. After the Close of Escrow, Buyer may
disclose the terms of this Agreement so long as Buyer does not make any material
disclosures of matters Buyer typically would not disclose in similar
transactions. Prior to the Close of Escrow, Seller and Buyer agree not to make
any public announcements or public disclosures or communicate with any media
with respect to the subject matter hereof without the prior written consent of
the other party (in their sole and absolute discretion). The confidentiality
provisions of this Section 4.6 shall not apply to any disclosures made by Buyer
or Seller as required by law, by court order, or in connection with any subpoena
served upon Buyer or Seller; provided Buyer and Seller shall provide each other
with written notice before making any such disclosure.

5.   OPERATIONS AND RISK OF LOSS

5.1    Ongoing Operations. During the pendency of this Agreement, but
subject to the limitations set forth below, Seller shall carry on its businesses
and activities relating to the Real Property substantially in the same manner as
it did before the date of this Agreement. The new and pending lease transactions
(the "New and Pending Lease Transactions") reflected on Schedule "1" attached
hereto shall be deemed approved by Buyer for purposes of this Agreement.

5.2    New Contracts. Prior to the expiration of the Due Diligence Period,
Seller may without Buyer's consent enter into contracts (other than new leases
or documents amending the Lease) relating to the Real Property, provided that
Seller provides Buyer with written notice of the same on or before the
expiration of the Due Diligence Period and provided the same can be terminated
without cause on thirty (30) days' notice without the payment of a termination
fee. Following the expiration of the Due Diligence Period, Seller will not enter
into any contract that

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will be an obligation affecting the Real Property subsequent to the Close of
Escrow (except contracts entered into in the ordinary course of business that
are terminable without cause on 30-days' notice and without the payment of a
termination fee), without the prior consent of the Buyer, which shall not be
unreasonably withheld or delayed. Concurrently with the Close of Escrow, Seller
shall cause any management agreement to which it is a party and which relates to
the Property (exclusive of any contract to operate the wastewater treatment
facility) to be terminated. The provisions of this Section 5.2 shall not apply
to any amendments to the construction contract and the architectural contract
listed on Exhibit I attached hereto, which shall remain Seller's obligations
following the Closing.

5.3    Leasing Arrangements. Seller may, upon notice to Buyer, but without
Buyer's consent, enter into subleases to the extent required by existing leases
(i.e. Seller's consent is not required or must be granted). Prior to the
expiration of the Due Diligence Period, Seller may enter into new leases of
space in the Real Property and amendments, expansions and renewals of the
Leases, provided that Seller provides Buyer with prior written notice of the
same on or before the expiration of the Due Diligence Period and provided that
Buyer approves the same in writing, which approval shall not be unreasonably
withheld or delayed. Following the expiration of the Due Diligence Period,
Seller shall obtain Buyer's consent, which Buyer may withhold or delay in its
sole discretion, before entering into any new lease of space in the Real
Property and before entering into a Lease amendment, expansion, or renewal.
Buyer shall be deemed to have consented to any new lease or any Lease amendment,
expansion, or renewal if it has not notified Seller specifying with
particularity the matters to which Buyer reasonably objects, within 7 days after
its receipt of Seller's written request for consent, together with a copy of the
Lease amendment, expansion, or renewal or the new lease. At the Close of Escrow,
Buyer shall reimburse Seller for the following in connection with the new Leases
hereafter entered into as permitted by the terms of this Agreement: commissions,
and the cost of tenant improvements, paid by Seller with respect thereto and
with respect to all other Lease amendments, expansions or renewals or new leases
that were entered into pursuant to this Section 5.3 and, at Close of Escrow,
shall assume in writing (pursuant to the Assignment of Leases and Contracts and
Bill of Sale) Seller's obligations under such commission agreements and
contracts for tenant improvements.

5.4    Damage or Condemnation. Risk of loss resulting from any condemnation
or eminent domain proceeding which is commenced or has been threatened against
the Real Property before the Close of Escrow, and risk of loss to the Real
Property due to fire, flood or any other cause before the Close of Escrow, shall
remain with Seller. If before the Close of Escrow the Real Property or any
portion thereof shall be materially damaged, or if the Real Property or any
material portion thereof shall be subjected to a bona fide threat of
condemnation or shall become the subject of any proceedings, judicial,
administrative or otherwise, with respect to the taking by eminent domain or
condemnation, then Buyer may elect not to acquire the Real Property by
delivering written notice of such election to Seller within five (5) days after
Buyer learns of the damage or taking, in which event Buyer shall no longer be
obligated to purchase, and Seller shall no longer be obligated to sell, the Real
Property. If the Closing Date is within the aforesaid 5-day period, then the
Close of Escrow shall be extended to the next business day following the end of
said 5-day period. If no such election is made, and in any event if the damage
is not material, this Agreement shall remain in full force and effect, the
purchase contemplated herein, less any interest taken by eminent domain or
condemnation, shall be effected with no further adjustment, and upon the Close
of Escrow, Seller shall assign, transfer and set over to Buyer 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, and Seller shall assign, transfer and set
over to Buyer any insurance proceeds that may thereafter be made for such damage
or destruction giving Buyer a credit at the Close of Escrow for any deductible
under such policies. For purposes of this Section 5.4, the phrase(s) (i)
"Material damage" or "Materially damaged" means damage reasonably exceeding five
percent of the Purchase Price of the Real Property or damage which entitles any
tenant to terminate its Lease (unless such right is waived), and (ii) "material
portion" means any portion of the Real Property that has a "fair market value"
exceeding 5% of the Purchase Price of the Real Property.

5.5    Warranty Work Contract. Seller intends to enter into the Warranty
Work Contract. It is anticipated that the work to be performed under the
Warranty Work Contract will not be completed prior to the Closing. Seller agrees
to use commercially reasonable efforts to cause such work as is completed prior
to the Closing to be completed in a good and workmanlike manner, without any
liens being imposed, and on a timely basis. Buyer shall receive a credit at the
Closing in connection with the Warranty Work Contract as set forth in Section
10.4.

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6.   SELLER'S AND BUYER'S DELIVERIES

6.1    Seller's Deliveries into Escrow. No later than 2:00 p.m. (California
time) one (1) business day prior to the Closing Date, Seller shall deliver into
Escrow (as such term is defined in Section 9 hereof) to the Escrow Holder the
following:

(a)  Deed. A deed (the "Deed") in the form attached hereto as
Exhibit E, executed and acknowledged by Seller, conveying to Buyer Seller's
title to the Real Property.

(b)  Assignment of Leases and Contracts and Bill of Sale. An
Assignment of Leases and Service Contracts and Bill of Sale ("Assignment of
Leases and Contracts and Bill of Sale") in the form of Exhibit F attached
hereto, executed by Seller.

(c)  State Law Disclosures. Such disclosures and reports as are
required by applicable state and local law in connection with the conveyance of
the Real Property.

(d)  FIRPTA. A Foreign Investment in Real Property Tax Act affidavit
executed by Seller substantially in the form of Exhibit G attached hereto.

(e)  Owner's Affidavit. An owner's affidavit in the form of Exhibit
J attached hereto, executed by Seller, and which is sufficient to allow the
Title Company to delete the so-called "standard exceptions" for parties in
possession and mechanics' lines.

(f)  Broker's Release. A release from Seller's broker, confirming
Seller's broker has received payment of all brokerage commissions payable in
connection with the purchase and sale of the Property.

(g)  Additional Documents. Any additional documents that Escrow
Holder or the Title Company may reasonably require for the proper consummation
of the transaction contemplated by this Agreement, including without limitation,
documents evidencing Seller's legal existence, good standing and evidence of
authority.

(h)  Letters to Certain Parties. Letters from Seller to each party
to the Service Contracts and the construction contract and the architectural
contract listed on Exhibit I attached hereto, and to each party warranting the
wastewater treatment facility servicing the Property informing such parties of
the change in the ownership of the Property and the assignment of warranties
thereunder to Buyer (or, in the case of the warranties under the wastewater
treatment facility, to Buyer and the owner of the property commonly known as 80
Central Street, Boxborough, Massachusetts) and, if required under any such
contract or warranty, the written consent of the party thereto.

(i)  Lien Waiver. A copy of the final lien waiver from Aberthaw
Construction Company, Inc. with respect to all work performed under the
construction contract listed on Exhibit I attached hereto, other than the
Warranty Work (hereinafter defined in Section 6.1(j).

(j)  Warranty Work Escrow Agreement. An original escrow agreement
between Seller and Buyer and Brown Rudnick Berlack Israels LLP in the form
attached hereto as Exhibit K, ("Escrow Agreement") with respect to Seller's
causing Aberthaw Construction Company, Inc. to perform certain landscaping, the
replacement of panels on the facade of the building at 90 Central Street, and
the replacement of bathroom tiles at 90 Central Street ("Warranty Work").

(k)  Update Certificate. An update of Seller's representations and
warranties under Section 11.1.

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(l)  Notice to Permitting Authorities. Evidence that Seller has
notified the Massachusetts Department of Environmental Protection and the Town
of Boxborough Planning Board of the sale of the Real Property no later than
thirty (30) days prior to the Closing Date.

(m)  Groundwater Discharge Permit Transfer Agreement. An original
agreement, executed by Seller, in form and substance reasonably acceptable to
Seller, transferring the Groundwater Discharge Permit for the wastewater
treatment facility servicing the Property to Buyer and/or the owner of the
property commonly known as 80 Central Street, Boxborough, Massachusetts
("Transfer Agreement").

6.2    Buyer's Deliveries into Escrow. No later than 2:00 p.m. (California
time) one (1) business day prior to the Closing Date, Buyer shall deliver into
Escrow to the Escrow Holder the following:

(a)  Purchase Price. The Purchase Price, less the Deposit that is
applied to the Purchase Price, plus or minus applicable prorations, deposited by
Buyer with the Escrow Holder in immediate, same-day federal funds wired for
credit into the Escrow Holder's escrow account and deposited in Escrow Holder's
escrow account.

(b)  Assignment of Leases and Contracts and Bill of Sale. An
Assignment of Leases and Contracts and Bill of Sale executed by Buyer.

(c)  State Law Disclosures. Such disclosures and reports as are
required by applicable state and local law in connection with the conveyance of
the Real Property.

(d)  Wastewater Treatment Facility Documents. A Transfer Agreement,
executed by Buyer, and such other agreements and documents with respect to the
wastewater treatment facility servicing the Property as may be required by the
Massachusetts Department of Environmental Protection.

(e)  Warranty Work Escrow Agreement. An Escrow Agreement, executed
by Buyer.

(f)  Additional Documents. Any additional documents that Escrow
Holder or the Title Company may reasonably require for the proper consummation
of the transaction contemplated by this Agreement.

6.3    Closing Statements/Escrow Fees; Tenant Notices. Concurrently with
the Close of Escrow, Seller and Buyer shall deposit with the Escrow Holder
executed closing statements consistent with this Agreement in the form required
by the Escrow Holder and, Seller and Buyer shall execute at the Close of Escrow,
and deliver to each tenant immediately after the Close of Escrow, tenant notices
regarding the sale of the Real Property in substantially the form of Exhibit H
attached hereto, or such other form as may be required by applicable state law.

6.4    Post-Closing Deliveries. Immediately after the Close of Escrow, to \
the extent in Seller's possession, Seller shall deliver to the offices of
Buyer's property manager: the original Leases; copies or originals of all
warranties, contracts, receipts for deposits, and unpaid bills; all keys, if
any, used in the operation of the Real Property; and, if in Seller's possession
or control, any "as-built" plans and specifications of the Improvements; and all
other Property Information.

7.   CONDITIONS TO BUYER'S AND SELLER'S OBLIGATIONS.

7.1    Conditions to Buyer's Obligations. The Close of Escrow and Buyer's
obligation to consummate the transaction contemplated by this Agreement are
subject to the satisfaction of the following conditions for Buyer's benefit (or
Buyer's waiver thereof, it being agreed that Buyer may waive any or all of such
conditions) on or prior to the Closing Date or on the dates designated below for
the satisfaction of such conditions:

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(a)  All of Seller's representations and warranties contained herein
shall be true and correct in all material respects as of the date of this
Agreement and as of the Closing Date, subject to any qualifications hereafter
made to any of Seller's representations as provided for in Section 11.1 hereof;

(b)  As of the Closing Date, Seller shall have performed its
respective obligations hereunder and all deliveries to be made at Close of
Escrow by Seller shall have been tendered;

(c)  There shall exist no actions, suits, arbitrations, claims,
attachments, proceedings, assignments for the benefit of creditors, insolvency,
bankruptcy, reorganization or other proceedings, pending or threatened against
Seller that would materially and adversely affect Seller's ability to perform
its respective obligations under this Agreement;

(d)  There shall exist no pending or threatened action, suit or
proceeding with respect to Seller before or by any court or administrative
agency which seeks to restrain or prohibit, or to obtain damages or a discovery
order with respect to, this Agreement or the consummation of the transaction
contemplated hereby;

(e)  The Title Company shall be prepared or irrevocably committed to
issue the Title Policy;

(f)  Seller has not received service of process for any lawsuit
filed against Seller and affecting the Property, or, if Seller has received
service of process for any such lawsuit (expressly excluding any lawsuit which
arises in whole or in part from Buyer's actions), Seller shall have executed and
delivered to Buyer an indemnity agreement indemnifying Buyer from all loss that
may arise out of such lawsuit;

(g)  Seller shall have caused the completion of all "Wastewater
Treatment Facility Work" (as hereinafter defined in this Section 7.1(g)) under
that certain Standard Form of Agreement between Owner and Contractor dated as of
August 16, 2000 between Seller, as owner, and Aberthaw Construction Company,
Inc., as contractor, in connection with the Property ("Construction Contract")
and Seller shall have caused the substantial completion of all work under the
Construction Contract which is not Wastewater Treatment Facility Work
("Non-Wastewater Treatment Facility Work"). For purposes of this Section 7.1(g)
"Wastewater Treatment Facility Work" shall mean all portions of the work to be
performed under the Construction Contract related to (i) the soil absorption
system at the Property; and (ii) all elements of the wastewaster treatment
facility at the Property over which the Massachusetts Department of
Environmental Protection and/or the Town of Boxborough Conservation Commission
have jurisdiction. For purposes of this Section 7.1(g), the Wastewater Treatment
Facility Work shall be deemed to be complete if the Massachusetts Department of
Environmental Protection has issued a certificate of compliance with respect
thereto and the Town of Boxborough Conservation Commission has issued a
conditional certificate of compliance (subject only to the stabilization of
seeded areas) with respect thereto. For purposes of this Section 7.1(g),
"substantial completion" of the Non-Wastewater Treatment Facility Work shall
mean the occurrence of the following events: (i) the completion of the
Non-Wastewater Treatment Facility Work required by the Construction Contract
(except for the Warranty Work) and (ii) Seller's architect has executed a
certificate stating that such work is so completed and which certificate
itemizes the Warranty Work; and (iii) the building permit "card" which was
issued by the Town of Boxborough in connection with the Non-Wastewater Treatment
Facility Work under the Construction Contract shall have been "signed off" by
all municipal inspectors having jurisdiction over such work;

(h)  There shall have been no material (i.e. costs in excess of
$200,000 to remediate) releases of hazardous substances at the Property
occurring after the date of Buyer's environmental inspection of the Property;

(i)  Seller shall have deposited in escrow, pursuant to the Escrow
Agreement, an amount equal to $300,000; and

(j)  The Property shall be in the same condition it was in at the
expiration of the Due Diligence Period, except for any completion of Warranty
Work, reasonable wear and tear and matters governed by Section 5.4.

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If, notwithstanding the nonsatisfaction of any such condition, the Close of
Escrow occurs, there shall be no liability on the part of Seller for breaches of
representations and warranties of which Buyer had knowledge as of the Close of
Escrow.

7.2    Conditions to Seller's Obligations.

The Close of Escrow and Seller's obligations to consummate the
transaction contemplated by this Agreement are subject to the satisfaction of
the following conditions for Seller's benefit (or Seller's waiver thereof, it
being agreed that Seller may waive any or all of such conditions) on or prior to
the Closing Date or the dates designated below for the satisfaction of such
conditions:

(a)  All of Buyer's representations and warranties contained herein
shall be true and correct in all material respects as of the date of this
Agreement and as of the Closing Date subject to any qualifications made to any
of Buyer's representations as provided in Section 12 hereof ;

(b)  As of the Closing Date, Buyer has performed its obligations
hereunder and all deliveries to be made at Close of Escrow by Buyer shall have
been tendered including, without limitation, the deposit with Escrow Holder of
the amounts set forth in Section 6.2(a) hereof;

(c)  There shall exist no actions, suits, arbitrations, claims,
attachments, proceedings, assignments for the benefit of creditors, insolvency,
bankruptcy, reorganization or other proceedings, pending or threatened against
Buyer that would materially and adversely affect Buyer's ability to perform its
obligations under this Agreement;

(d)  There shall exist no pending or threatened action, suit or
proceeding with respect to Buyer before or by any court or administrative agency
which seeks to restrain or prohibit, or to obtain damages or a discovery order
with respect to, this Agreement or the consummation of the transaction
contemplated hereby;

(e)  Seller shall have received all consents and assignments and
approvals from all parties from whom such consents to assignments or approvals
are needed under all contracts, covenants and other agreements relating to the
Property;

(f)  Seller shall have received a full general release signed by the
brokers, if any, referred to in Section 14 hereof, which shall be in form and
substance reasonably acceptable to Seller, and shall release Seller from all
costs, obligations, liabilities, commissions, fees, and claims arising from the
transaction contemplated by this Agreement upon payment of the agreed upon
commissions;

(g)  Seller shall have received a full and complete release from
Aberthaw Construction Company, Inc. with respect to the Construction Contract
(other than with respect to the payment of the Warranty Work); and

(h)  The sale of the property commonly known as 80 Central Street,
Boxborough, Massachusetts to 80 Central Street, LLC shall occur simultaneously
with the sale of the Property to Buyer; provided, however that if such condition
is not satisfied or waived by Seller, this Agreement shall terminate, the
Deposit shall be immediately refunded to Buyer, Buyer shall immediately return
all Property Information to Seller and, except for those provisions of this
Agreement which expressly survive the termination of this Agreement, the parties
hereto shall have no further obligations hereunder.

8.   CLOSE OF ESCROW; POSSESSION.

8.1    "Close of Escrow" shall mean the time the Deed is recorded with the
Middlesex South District Registry of Deeds. The Escrow (as such term is defined
in Section 9.1 hereof) and Buyer's right to purchase the Real Property will
terminate automatically (unless extended in writing by Seller and Buyer or
unless there is a

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default by Seller referenced in Section 13.2 hereof) if the Close of Escrow does
not occur on or before 4:30 p.m. (Massachusetts time) on the Closing Date.

8.2    Sole exclusive possession of the Real Property, subject only to the
Permitted Exceptions (as defined in Section 4.2.3 hereof), shall be delivered to
Buyer on the Closing Date.

9.   ESCROW.

9.1    Closing. The escrow (the "Escrow") for the consummation of this
transaction shall be established with the Escrow Holder at the address indicated
in Section 15.1 hereof by the deposit of an original signed copy of this
Agreement with Escrow Holder contemporaneously with the execution hereof. This
Agreement shall constitute both an agreement among Buyer and Seller and escrow
instructions for Escrow Holder. If Escrow Holder requires separate or additional
escrow instructions which it deems necessary for its protection, Seller and
Buyer hereby agree promptly upon request by Escrow Holder to execute and deliver
to Escrow Holder such separate or additional escrow instructions (the
"Additional Instructions"). In the event of any conflict or inconsistency
between this Agreement and the Additional Instructions, this Agreement shall
prevail and govern, and the Additional Instructions shall so provide. The
Additional Instructions shall not modify or amend the provisions of this
Agreement unless otherwise agreed to in writing by Seller and Buyer.

On the Closing Date, provided that the conditions set forth in Sections 7.1
and 7.2 hereof have been satisfied or waived, Escrow Holder shall take the
following actions in the order indicated below:

(a)  With respect to all closing documents delivered to Escrow
Holder hereunder, and to the extent necessary, Escrow Holder is authorized to
insert into all blanks requiring the insertion of dates the date of the
recordation of the Deed or such other date as Escrow Holder may be instructed in
writing by Seller and Buyer;

(b)  Record the Deed with the Middlesex South District Registry of
Deeds;

(c)  Deliver to Seller, in cash or current funds, the Purchase
Price, plus or minus, as the case may be, the amounts determined in accordance
with the provisions of Section 10 hereof, Buyer's signed counterparts of the
Assignment of Leases and Contracts and Bill of Sale and conformed copies of the
recorded Deed;

(d)  Deliver to Buyer those items referred to in Section 6.1 hereof
and a conformed copy of the recorded Deed;

(e)  Cause the Title Company to issue the Title Policy for the Real
Property in accordance with the provisions of Section 4.2.3 hereof; and

(f)  Deliver to Seller and Buyer a final closing statement which has
been certified by Escrow Holder to be true and correct.

9.2    Escrow and Title Charges.

(a)  Upon the Close of Escrow, escrow, title charges and other
closing costs shall be allocated between Seller and Buyer as follows:

(i)   Seller shall pay: (1) deed stamps payable in connection
with recording the Deed; (2) one-half (1/2) of any escrow fees or similar
charges of Escrow Holder, (3) all commissions payable to Seller's broker and (4)
the cost of recording any mortgage discharge documentation.

(ii)  Buyer shall pay (1) the premiums for the Title Policy;
(2) the cost of recording the Deed; and (3) one-half (1/2) of any escrow fees or
similar charges of Escrow Holder. If Buyer desires extended coverage for any
Title Policy, Buyer shall pay the premiums and any additional costs (including
any survey costs)

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for such coverage (additional to the premiums for standard coverage) and the
cost of any endorsements to the Title Policy, if required by Buyer.

(iii) Buyer shall pay all costs incurred in connection with
Buyer's updating or recertifying the Existing Surveys or obtaining any surveys
for the Real Property.

(iv)  Except to the extent otherwise specifically provided
herein, all other expenses incurred by Seller and Buyer with respect to the
negotiation, documentation and closing of this transaction, including, without
limitation, Buyer's and Seller's attorneys' fees, shall be borne and paid by the
party incurring same.

(b)  If the Close of Escrow does not occur by reason of Buyer's or
Seller's default under this Agreement, then all escrow and title charges
(including cancellation fees) shall be borne by the party in default.

9.3    Procedures Upon Failure of Condition. Except as otherwise expressly
provided herein, if any condition set forth in Sections 7.1 or 7.2 hereof is not
timely satisfied or waived for a reason other than the default of Buyer or
Seller in the performance of its respective obligations under this Agreement:

(a)  This Agreement, the Escrow and the respective rights and
obligations of Seller and Buyer hereunder shall terminate (other than the
indemnity and insurance obligations of Buyer set forth in Sections 4.3.1 and 14
hereof and the confidentiality provisions of Section 4.6 hereof which shall
survive such termination) at the written election of the party for whose benefit
such condition was imposed, which written election must be made (i) within three
(3) business days after the date such condition was to be satisfied, or (ii) on
the date the Close of Escrow occurs, whichever occurs first;

(b)  Escrow Holder shall promptly return to Buyer all funds of Buyer
in its possession, including the Deposit and all interest accrued thereon, and
to Seller and Buyer all documents deposited by them respectively, which are then
held by Escrow Holder;

(c)  Buyer shall return to Seller the Property Information and Buyer
shall deliver to Seller all Work Product (as such term is defined in Section
15.3 hereof); and

(d)  Any escrow cancellation and title charges shall be borne
equally by Seller and Buyer.

10.  PRORATIONS.

If the Purchase Price is deposited with Escrow Agent as required by this
Agreement, the day the Close of Escrow occurs shall belong to Buyer and all
prorations hereinafter provided to be made as of the Close of Escrow shall each
be made as of the end of the day before the Closing Date. If the cash portion of
the Purchase Price is not so received by Escrow Agent as required by this
Agreement, then the day the Close of Escrow occurs shall belong to Seller and
such proration shall be made as of the end of the day that is the Closing Date.
In each such proration set forth below, the portion thereof applicable to
periods beginning as of Close of Escrow shall be credited to Buyer or charged to
Buyer as applicable and the portion thereof applicable to periods ending as of
Close of Escrow shall be credited to Seller or charged to Seller as applicable.

10.1   Collected Rent. All collected rent (including, without limitation,
all base rents, additional rents and retroactive rents, and expressly excluding
tenant reimbursements for Operating Costs, as hereinafter defined) and all other
collected income (and any applicable state or local tax on rent) under Leases
(hereinafter collectively referred to as "Rents") in effect on the Closing Date
shall be prorated as of the Close of Escrow. Uncollected rent and other income
shall not be prorated and, to the extent payable for the period prior to the
Close of Escrow, shall remain the property of Seller if received within six (6)
months after the Close of Escrow. Buyer shall apply Rent from tenants that are
collected within six (6) months after the Close of Escrow first to Rents which
are due to Buyer after the Close of Escrow and second to Rents which were due to
Seller on or before the Close of Escrow (to the extent such Rents were disclosed
in the Tenant Estoppel Certificates or the Rent Rolls). Any prepaid Rents for
the

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period following the Closing Date shall be paid over by Seller to Buyer. Buyer
will make reasonable efforts, without suit, to collect any Rents applicable to
the period before the Close of Escrow including, without limitation, sending to
tenants bills for the payment of past due Rents during the first six (6) month
period following the Closing Date. Seller may pursue collection of any Rents
that were past due as of the Closing Date, provided that Seller shall have no
right to terminate any Lease or any tenant's occupancy under any Lease in
connection therewith.

10.2   Operating Costs and Additional Rent Reconciliation. Seller, as
landlord under the Leases, is currently collecting from tenants under the Leases
additional rent to cover taxes, insurance, utilities (to the extent not paid
directly by tenants), common area maintenance and other operating costs and
expenses (collectively, "Operating Costs") in connection with the ownership,
operation, maintenance and management of the Real Property. To the extent that
any additional rent (including, without limitation, estimated payments for
Operating Costs) is paid by tenants to the landlord under the Leases based on an
estimated payment basis (monthly, quarterly, or otherwise) for which a future
reconciliation of actual Operating Costs to estimated payments is required to be
performed at the end of a reconciliation period, Buyer and Seller shall make an
adjustment at the Close of Escrow for the applicable reconciliation period (or
periods, if the Leases do not have a common reconciliation period) based on a
comparison of the actual Operating Costs to the estimated payments at the Close
of Escrow. If, as of the Close of Escrow, Seller has received additional rent
payments in excess of the amount that tenants will be required to pay, based on
the actual Operating Costs as of the Close of Escrow, Buyer shall receive a
credit in the amount of such excess. If, as of the Close of Escrow, Seller has
received additional rent payments that are less than the amount that tenants
would be required to pay based on the actual Operating Costs as of the Close of
Escrow, Seller shall be entitled to payment of such deficiency when and to the
extent Buyer receives the additional rent payments from the tenants; provided,
however, Seller shall not be entitled to the portion, if any, of such deficiency
for which Seller received a credit at the Close of Escrow under clause (b) of
Section 10.3 hereof. Operating Costs that are not payable by tenants either
directly or reimbursable under the Leases shall be prorated between Seller and
Buyer and shall be reasonably estimated by the parties if final bills are not
available.

10.3   Taxes and Assessments. Real estate taxes and assessments imposed by
any governmental authority ("Taxes") with respect to the Real Property for the
relevant tax year in which the Real Property is being sold and that are not yet
due and payable or that have not yet been paid and that are not (and will not
be) reimbursable by tenants under the Leases (or under leases entered into after
the Close of Escrow for vacant space existing at the Close of Escrow) as
Operating Costs shall be prorated as of the Close of Escrow based upon the most
recent ascertainable assessed values and tax rates and based upon the number of
days Buyer and Seller will have owned the Real Property during such relevant tax
year. Seller shall receive a credit for any Taxes paid by Seller and applicable
to (a) any period after the Close of Escrow, and (b) any period before the Close
of Escrow to the extent reimbursable as Operating Costs by existing tenants
under the Leases and not yet received from such tenants. Additionally, Seller
shall receive a credit for any Taxes imposed with respect to the Real Property
for the relevant tax year in which the Real Property is being sold and that are
not yet due and payable or that have not yet been paid to the extent they are
capable of being reimbursed by tenants under leases that may be signed after the
Close of Escrow with respect to any vacant space in the Real Property as of the
Close of Escrow. If, as of the Closing Date, Seller is protesting or has
notified Buyer, in writing, that it has elected to protest any Taxes for the
Real Property, then Buyer agrees that Seller shall have the right (but not the
obligation), after the Closing Date, to continue such protest. In such case, any
Taxes paid by Buyer after the Closing Date with respect to the Real Property
shall be paid under protest and Buyer shall promptly notify Seller of any
payments of Taxes made by Buyer with respect to the Real Property. Buyer further
agrees to cooperate with Seller and execute any documents requested by Seller in
connection with such protest. As to the Real Property, any tax savings received
("Tax Refunds") for the relevant tax year under any protest, whether filed by
Seller or Buyer, shall be prorated between the parties based upon the number of
days, if any, Seller and Buyer respectively owned the Real Property during such
relevant tax year; if such protest was filed by a Seller, any payment of Tax
Refunds to Buyer shall be net of any fees and expenses payable to any third
party for processing such protest, including attorneys' fees. Seller shall have
the obligation to refund to any tenants in good standing as of the date of such
Tax Refund, any portion of such Tax Refund paid to Seller which may be owing to
such tenants, which payment shall be paid to Buyer within fifteen (15) business
days of delivery to Seller by Buyer of written confirmation of such tenants'
entitlement to such Tax Refunds. Buyer shall have the obligation to refund to
tenants in good standing as of the date of such Tax Refund, any portion of such
Tax Refund paid to it which may be owing to such tenants. Seller and Buyer agree
to notify the other in writing of any receipt of a Tax Refund within fifteen
(15) business days of receipt of such Tax Refund. To the extent either party
obtains a

-14-

Tax Refund, a portion of which is owed to the other party, the receiving party
shall deliver the Tax Refund to the other party within fifteen (15) business
days of its receipt. If Buyer or Seller fail to pay such amount(s) to the other
as and when due, such amount(s) shall bear interest from the date any such
amount is due to Seller or Buyer, as applicable, until paid at the lesser of (a)
twelve percent (12%) per annum and (b) the maximum amount permitted by law. The
obligations set forth herein shall survive the Close of Escrow and Buyer agrees
that, as a condition to the transfer of the Property by Buyer, Buyer will cause
any transferee to assume the obligations set forth herein.

10.4   Leasing Commissions, Tenant Improvements and Service Contracts. On
or prior to the Closing, Seller shall pay all lease commission due under the
Agilent Lease with respect to the existing term of the Agilent Lease. Buyer
shall assume the obligation to pay all leasing costs (including without
limitation commissions and/or tenant improvements) with respect to renewals,
extensions or amendments to the Agilent Lease. Notwithstanding the foregoing, at
Close of Escrow, Buyer shall receive a credit in an amount equal to the Unpaid
Adjusted Agilent Tenant Improvement Allowance (as hereinafter defined in this
Section 10.4). The "Unpaid Adjusted Agilent Tenant Improvement Allowance" shall
mean that portion of the tenant allowance set forth in that certain lease dated
December 7, 2000 between Seller and Agilent Technologies, Inc. (the "Agilent
Lease"), which is Seller's responsibility, but which Seller has not paid as of
the Closing Date, less any amounts paid by Seller pursuant to change orders to
the Construction Contract which were requested by the tenant under the Agilent
Lease. Buyer will assume the obligations arising from and after the Closing Date
under the Service Contracts.

10.5   Intentionally Omitted.

10.6   Utilities and Utility Deposits. Utilities for the Real Property
(excluding utilities for which payment is made directly by tenants), including
water, sewer, electric, and gas, based upon the last reading of meters prior to
the Close of Escrow, shall be prorated. Seller shall be entitled to a credit for
all security deposits held by any of the utility companies providing service to
the Real Property to the extent assignable to Buyer. Seller shall endeavor to
obtain meter readings on the day before the Closing Date, and if such readings
are obtained, there shall be no proration of such items and Seller shall pay at
Close of Escrow the bills therefor for the period to the day preceding the Close
of Escrow, and Buyer shall pay the bills therefor for the period subsequent
thereto. If the utility company will not issue separate bills, Buyer will
receive a credit against the Purchase Price for Seller's portion and will pay
the entire bill prior to delinquency after Close of Escrow. If Seller has paid
utilities no more than 30 days in advance in the ordinary course of business,
then Buyer shall be charged its portion of such payment at Close of Escrow.
Buyer shall be responsible for making any security deposits required by utility
companies providing service to the Real Property.

10.7   Owner Deposits. Seller shall receive a credit at the Close of Escrow
for all bonds, deposits, letters of credit, set aside letters or other similar
items, if any, that are outstanding with respect to the Real Property that have
been provided by Seller or any of its affiliates to any governmental agency,
public utility, or similar entity (collectively, "Owner Deposits") to the extent
assignable to Buyer. To the extent any Owner Deposits are not assignable to
Buyer, Buyer shall replace such Owner Deposits and obtain the release of Seller
(or its affiliates) from any obligations under such Owner Deposits. To the
extent that any funds are released as a result of the termination of any Owner
Deposits for which Seller did not get a credit, such funds shall be delivered to
Seller immediately upon their receipt.

10.8   Final Adjustment After Closing. If final prorations cannot be made
at the Close of Escrow for any item being prorated under this Section 10, then
Buyer and Seller agree to allocate such items on a fair and equitable basis as
soon as invoices or bills are available and applicable reconciliation with
tenants have been completed, with final adjustment to be made as soon as
reasonably possible after the Close of Escrow (but in no event later than
forty-five (45) days after the Close of Escrow, except that adjustments arising
from Section 10.3 shall not be subject to such 45 day limitation, but shall be
made as soon as reasonably possible), to the effect that income and expenses are
received and paid by the parties on an accrual basis with respect to their
period of ownership. Payments in connection with the final adjustment shall be
due no later than forty-five (45) days after the Close of Escrow, except that
adjustments arising from Section 10.3 shall not be subject to such 45 day
limitation, but shall be made as soon as reasonably possible. Seller shall, at
Seller's sole cost and expense, have reasonable access to, and the right to
inspect and audit, Buyer's books to confirm the final prorations for a period of
one (1) year after the Close of Escrow. Such information will be treated by
Seller, its affiliates, lenders, employees and

-15-

agents as confidential, and will not be disclosed to anyone except to Seller's
consultants who agree to maintain the confidentiality of such information.

10.9   No Marketing of Property. During the pendency of this Agreement,
Seller agrees that it shall not market the Property for sale to any other party.

11.  SELLER'S REPRESENTATIONS AND WARRANTIES; AS-IS.

11.1   Seller's Representations and Warranties. In consideration of Buyer's
entering into this Agreement and as an inducement to Buyer to purchase the Real
Property from Seller, Seller makes the following representations and warranties
to Buyer:

(a)  Seller has the legal right, power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby, and the
execution, delivery and performance of this Agreement have been duly authorized
and no other action by Seller is requisite to the valid and binding execution,
delivery and performance of this Agreement, except as otherwise expressly set
forth herein.

(b)  There is no agreement to which Seller is a party or to Seller's
Actual Knowledge binding on Seller which is in conflict with this Agreement.

(c)  To Seller's Actual Knowledge, Seller has not received written
notice by any governmental body of (i) any pending or threatened condemnation
proceeding that would affect the Real Property, or (ii) the violation by the
Real Property of any building, fire, health, use, occupancy, environmental or
zoning regulations that has not been cured.

(d)  To Seller's Actual Knowledge, Seller has not been served with a
complaint or other papers disclosing the filing of a lawsuit against Seller with
respect to the Real Property, except as disclosed in Schedule 4 attached hereto.

(e)  To Seller's Actual Knowledge, except as disclosed on Schedule 2
attached hereto and made a part hereof, Seller has not entered into any lease
brokerage agreements, leasing commission agreements or other agreements which
will survive the Closing and which provide for the payment of any amounts for
leasing space in the Property or procuring tenants with respect to the Property
(the "Commission Agreements").

(f)  To Seller's Actual Knowledge, Seller has made available to
Buyer all material documents in Seller's possession or control with respect to
the Property at Seller's address set forth in Section 15.1 or at the offices of
Insignia/ESG, Inc., 10 Post Office Square, Boston, Massachusetts, or at the
offices of Spaulding & Slye Colliers, 255 State Street, Boston, Massachusetts,
or at the offices of CB Richard Ellis, 80-90 Central Street, Boxborough,
Massachusetts.

(g)  To Seller's Actual Knowledge, none of the tenant under the
Leases are in monetary default.

(h)  The scheduled closing date for the sale of the property
commonly known as 80 Central Street, Boxborough, Massachusetts to 80 Central
Street, LLC is April 18, 2002.

For purposes of this Section 11.1, the phrase "To Seller's Actual Knowledge"
shall mean the actual (and not implied, imputed, or constructive) knowledge of
David S. Hall (whom Seller represents is the person generally responsible for
the management and operation of the Property), without any inquiry or
investigation of any other parties, including, without limitation, the tenants
and the property manager of the Real Property.

The representations and warranties made by Seller in this Agreement shall
survive the recordation of the Deed for a period of one (1) year and any action
for a breach of Seller's representations or warranties must be made and filed
within said one (1) year period. If, after the Effective Date, but before the
Close of Escrow, Seller becomes aware of

-16-

any facts or changes in circumstances that would cause any of its
representations and warranties in this Agreement to be untrue at Close of
Escrow, Seller shall promptly notify Buyer in writing of such fact. In such
case, or in the event Buyer obtains information which would cause any of
Seller's representations and warranties to be untrue at Close of Escrow, Buyer,
as its sole and exclusive remedy, shall have the right to either (i) terminate
this Agreement, in which case the Deposit shall be immediately returned to Buyer
and neither party shall have any rights or obligations under this Agreement
(except for Sections 4.3.1, 15.3 and 15.5 which survive termination of this
Agreement); or (ii) accept a qualification to Seller's representations and
warranties as of the Close of Escrow and complete the purchase and sale of the
Property without any rights to recovery for breach of the unqualified
representation and warranty. Other than as set forth in the immediately
preceding sentence, if Buyer proceeds with the Close of Escrow, Buyer shall be
deemed to have expressly waived any and all remedies for the breach of any
representation or warranty discovered by Buyer prior to the Close of Escrow.

11.2   As-Is. As of the expiration of the Due Diligence Period, Buyer will
have:

(a)  examined and inspected the Property and will know and be
satisfied with the physical condition, quality, quantity and state of repair of
the Property in all respects (including, without limitation, the compliance of
the Real Property with the Americans With Disabilities Act of 1990 Pub.L.
101-336, 104 Stat. 327 (1990), and any comparable local or state laws
(collectively, the "ADA") and by proceeding with this transaction following the
expiration of the Due Diligence Period shall be deemed to have determined that
the same is satisfactory to Borrower;

(b)  reviewed the Property Information and all instruments, records
and documents which Buyer deems appropriate or advisable to review in connection
with this transaction, including, but not by way of limitation, any and all
architectural drawings, plans, specifications, surveys, building and occupancy
permits, and any licenses, leases, contracts, warranties and guarantees relating
to the Real Property or the business conducted thereon, and Buyer, by proceeding
with this transaction following the expiration of the Due Diligence Period,
shall be deemed to have determined that the same and the information and data
contained therein and evidenced thereby are satisfactory to Buyer;

(c)  reviewed all applicable laws, ordinances, rules and
governmental regulations (including, but not limited to, those relating to
building, zoning and land use) affecting the development, use, occupancy or
enjoyment of the Real Property, and Buyer, by proceeding with this transaction
following the expiration of the Due Diligence Period, shall be deemed to have
determined that the same are satisfactory to Buyer; and

(d)  at its own cost and expense, made its own independent
investigation respecting the Property and all other aspects of this transaction,
and shall have relied thereon and on the advice of its consultants in entering
into this Agreement, and Buyer, by proceeding with this transaction following
the expiration of the Due Diligence Period, shall be deemed to have determined
that the same are satisfactory to Buyer.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR SELLER'S
REPRESENTATIONS AND WARRANTIES IN SECTION 11.1 OF THIS AGREEMENT AND ANY
WARRANTIES OF TITLE CONTAINED IN THE DEED DELIVERED AT THE CLOSE OF ESCROW
("SELLER'S WARRANTIES"), THIS SALE IS MADE AND WILL BE MADE WITHOUT
REPRESENTATION, COVENANT, OR WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR,
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STATUTORY) BY SELLER. AS A
MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, BUYER AGREES TO ACCEPT
THE PROPERTY ON AN "AS IS" AND "WHERE IS" BASIS, WITH ALL FAULTS, AND WITHOUT
ANY REPRESENTATION OR WARRANTY, ALL OF WHICH SELLER HEREBY DISCLAIMS, EXCEPT FOR
SELLER'S WARRANTIES. EXCEPT FOR SELLER'S WARRANTIES, NO WARRANTY OR
REPRESENTATION IS MADE BY SELLER AS TO FITNESS FOR ANY PARTICULAR PURPOSE,
MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION OR INCOME, COMPLIANCE
WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS, ABSENCE OF HAZARDOUS OR
TOXIC SUBSTANCES, ABSENCE OF FAULTS, FLOODING, OR COMPLIANCE WITH LAWS AND
REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND
THE ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, THE ADA). BUYER ACKNOWLEDGES
THAT BUYER HAS ENTERED INTO THIS

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AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OF
THE PHYSICAL, ENVIRONMENTAL, ECONOMIC USE, COMPLIANCE, AND LEGAL CONDITION OF
THE PROPERTY AND THAT BUYER IS NOT NOW RELYING, AND WILL NOT LATER RELY, UPON
ANY REPRESENTATIONS AND WARRANTIES MADE BY SELLER OR ANYONE ACTING OR CLAIMING
TO ACT, BY, THROUGH OR UNDER OR ON SELLER'S BEHALF CONCERNING THE PROPERTY.
ADDITIONALLY, BUYER AND SELLER HEREBY AGREE THAT (A) EXCEPT FOR SELLER'S
WARRANTIES, BUYER IS TAKING THE PROPERTY "AS IS" WITH ALL LATENT AND PATENT
DEFECTS AND THAT EXCEPT FOR SELLER'S WARRANTIES, THERE IS NO WARRANTY BY SELLER
THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE, (B) EXCEPT FOR SELLER'S
WARRANTIES, BUYER IS SOLELY RELYING UPON ITS EXAMINATION OF THE PROPERTY, AND
(C) BUYER TAKES THE PROPERTY UNDER THIS CONTRACT UNDER THE EXPRESS UNDERSTANDING
THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES (EXCEPT FOR THE LIMITED
WARRANTIES OF TITLE SET FORTH IN THE DEED AND SELLER'S WARRANTIES).

WITH RESPECT TO THE FOLLOWING, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER SHALL NOT HAVE ANY LIABILITY,
OBLIGATION OR RESPONSIBILITY OF ANY KIND AND THAT SELLER HAS MADE NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND:

1.   THE CONTENT OR ACCURACY OF ANY REPORT, STUDY, OPINION OR CONCLUSION OF ANY
SOILS, TOXIC, ENVIRONMENTAL OR OTHER ENGINEER OR OTHER PERSON OR ENTITY WHO
HAS EXAMINED THE PROPERTY OR ANY ASPECT THEREOF;

2.   THE CONTENT OR ACCURACY OF ANY OF THE ITEMS (INCLUDING, WITHOUT LIMITATION,
THE PROPERTY INFORMATION) DELIVERED TO BUYER PURSUANT TO BUYER'S REVIEW OF
THE CONDITION OF THE PROPERTY; OR

3.   THE CONTENT OR ACCURACY OF ANY PROJECTION, FINANCIAL OR MARKETING ANALYSIS
OR OTHER INFORMATION GIVEN TO BUYER BY SELLER OR REVIEWED BY BUYER WITH
RESPECT TO THE PROPERTY.

BUYER ALSO ACKNOWLEDGES THAT THE REAL PROPERTY MAY OR MAY NOT CONTAIN ASBESTOS
AND, IF THE REAL PROPERTY CONTAINS ASBESTOS, THAT BUYER MAY OR MAY NOT BE
REQUIRED TO REMEDIATE ANY ASBESTOS CONDITION IN ACCORDANCE WITH APPLICABLE LAW.

BUYER IS A SOPHISTICATED REAL ESTATE INVESTOR AND IS, OR WILL BE AS OF THE CLOSE
OF ESCROW, FAMILIAR WITH THE REAL PROPERTY AND ITS SUITABILITY FOR BUYER'S
INTENDED USE. THE PROVISIONS OF THIS SECTION 11.2 SHALL SURVIVE INDEFINITELY ANY
CLOSING OR TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE
DOCUMENTS EXECUTED AT CLOSE OF ESCROW.

WLO
--------------------
BUYER'S INITIALS

12.  BUYER'S COVENANTS, REPRESENTATIONS AND WARRANTIES; RELEASE; ERISA.

In consideration of Seller entering into this Agreement and as an
inducement to Seller to sell the Real Property to Buyer, Buyer makes the
following covenants, representations and warranties:

12.1   Authority. Buyer has the legal right, power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby, and
the execution, delivery and performance of this Agreement have been duly
authorized and no other action by Buyer is requisite to the valid and binding
execution, delivery and performance of this Agreement, except as otherwise
expressly set forth herein. There is no agreement to which

-18-

Buyer is a party or to Buyer's actual knowledge (which shall be limited to the
actual knowledge without inquiry or investigation (and not implied, imputed, or
constructive knowledge) of L. Clay Adams, Jr.) binding on Buyer which is in
conflict with this Agreement.

12.2  Release. By proceeding with this transaction following the expiration
of the Due Diligence Period, Buyer shall be deemed to have made its own
independent investigation of the Property, the Property Information and the
presence of Hazardous Materials on the Real Property as Buyer deems appropriate.
Accordingly, subject to the representations and warranties of Seller expressly
set forth in Section 11.1 hereof, Buyer, on behalf of itself and all of its
officers, directors, shareholders, employees, representatives and affiliated
entities (collectively, the "Releasors") hereby expressly waives and
relinquishes any and all rights and remedies Releasors may now or hereafter have
against Seller, its successors and assigns, trustees, beneficiaries, officers,
directors, members, representatives, principals, partners, shareholders,
employees and/or agents (the "Seller Parties"), whether known or unknown, which
may arise from or be related to (a) the physical condition, quality, quantity
and state of repair of the Real Property and the prior management and operation
of the Real Property, (b) the Property Information, (c) the Real Property's
compliance or lack of compliance with any federal, state or local laws or
regulations, and (d) any past, present or future presence or existence of
Hazardous Materials on, under or about the Real Property or with respect to any
past, present or future violation of any rules, regulations or laws, now or
hereafter enacted, regulating or governing the use, handling, storage or
disposal of Hazardous Materials, including, without limitation, (i) any and all
rights and remedies Releasors may now or hereafter have under the Comprehensive
Environmental Response Compensation and Liability Act of 1980 ("CERCLA"), the
Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation
and Recovery Act, and the Toxic Substance Control Act, all as amended, and any
similar state, local or federal environmental law, rule or regulation, (ii) any
and all claims, whether known or unknown, now or hereafter existing, with
respect to the Real Property under Section 107 of CERCLA (42 U.S.C.A. ss.9607)
and (iii) any and all rights, remedies and claims, whether known or unknown, now
or hereafter existing, with respect to the Real Property under Massachusetts
General Laws, Chapter 21C and/or Massachusetts General Laws, Chapter 21E. As
used herein, the term "Hazardous Material(s)" includes, without limitation, any
hazardous or toxic materials, substances or wastes, such as (1) any materials,
substances or wastes which are toxic, ignitable, corrosive or reactive and which
are regulated by any local governmental authority, or any agency of the United
States government, (2) any other material, substance, or waste which is defined
or regulated as a hazardous material, extremely hazardous material, hazardous
waste or toxic substance pursuant to any laws, rules, regulations or orders of
the United States government, or any local governmental body, (3) asbestos, (4)
petroleum and petroleum based products, (5) formaldehyde, (6) polychlorinated
biphenyls (PCBs), and (7) freon and other chlorofluorocarbons.

Seller and Buyer agree and acknowledge that the foregoing release shall not
apply to claims arising from third party claims asserted against Buyer arising
from environmental contamination of (i) the Property (other than environmental
contamination on the Property on March 13, 2002) and (ii) properties abutting
the Property, which contamination, in all cases, was due to occurrences
happening during Seller's ownership of the Property; provided, however that
Buyer only shall be entitled to such actual changes (and not consequential as
other special damages) in connection therewith.

WITHOUT LIMITING SELLER'S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS
AGREEMENT, BUYER, ON BEHALF OF ITSELF AND THE OTHER RELEASORS, HEREBY ASSUMES
ALL RISK AND LIABILITY RESULTING OR ARISING FROM, OR RELATING TO THE OWNERSHIP,
USE, CONDITION, LOCATION, MAINTENANCE, REPAIR, OR OPERATION OF, THE PROPERTY.

-19-

THE FOREGOING WAIVERS, RELEASES AND AGREEMENTS BY BUYER, ON BEHALF OF
ITSELF AND THE RELEASORS, SHALL SURVIVE THE CLOSE OF ESCROW AND THE RECORDATION
OF THE DEED AND SHALL NOT BE DEEMED MERGED INTO THE DEED UPON ITS RECORDATION.

12.3  ERISA. Buyer is not purchasing any of the Property with "plan assets"
of an Employee Benefit Plan subject to Title I of the Employee Retirement Income
Security Act of 1974 (as amended from time to time, the "Act," and together with
any regulation, rule or judicial or administrative case, order, or pronouncement
arising under or connected with the Act, "ERISA") or of a plan subject to
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"). In
the event that this Agreement, or any transaction or other action by Seller in
connection herewith, shall be deemed to violate ERISA or result in an imposition
of an excise tax under Section 4975 of the Code, Seller may immediately
terminate this Agreement (without any liability to Seller) in accordance with,
and subject to the terms and conditions of, Section 9.3 hereof as if such
termination arose from a failed condition under Section 9.3 hereof.

12.4  Warranty Work. Buyer agrees and acknowledges that Seller's liability
with respect to the performance of the Warranty Work, including without
limitation any failure to perform the Warranty Work or the improper performance
of the Warranty Work, is limited to Buyer's rights and remedies under the Escrow
Agreement, which rights and remedies are Buyer's sole rights and remedies in
connection therewith, at law or in equity. The provisions of this Section 12.4
shall survive the Closing.

13.  DEFAULT AND DAMAGES.

13.1  DEFAULT BY BUYER. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT,
IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF
THE CONDITIONS TO BUYER'S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED),
SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF
THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE
NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY
DIFFICULT TO ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED
UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW
FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE
OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND
SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF
THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL
SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT
SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER
DEFAULT, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER,
CANCEL THE ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW
HOLDER SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER. SUCH RETENTION OF THE
DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND
SHALL NOT BE DEEMED TO CONSTITUTE A FOREFEITURE OR PENALTY.

NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF
ATTORNEYS' FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR
(B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION
OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 4.3.1 AND 14 HEREOF. SELLER AND BUYER
ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION
13.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.

Seller's Initials:
_____________
Buyer's Initials:
WLO
-------------

-20-

13.2  Default by Seller. If Seller defaults in its obligations to sell and
convey the Property to Buyer pursuant to this Agreement, Buyer's sole and
exclusive remedy shall be to elect one of the following: (a) to receive the
return of the Deposit and up to Fifty Thousand Dollars ($50,000) of Buyer's
legal and third party costs and expenses incurred in connection with this
transaction and Buyer's due diligence of the Property, which return shall
operate to terminate this Agreement and release Seller from any and all
liability hereunder, or (b) to bring a suit for specific performance provided
that any suit for specific performance must be brought as to the Property within
30 days of Seller's default, Buyer's waiving the right to bring suit at any
later date to the extent permitted by law. This Agreement confers no present
right, title or interest in the Property to Buyer and Buyer agrees not to file a
lis pendens or other similar notice against the Real Property except in
connection with, and after, the proper filing of a suit for specific
performance.

14.  BROKER'S COMMISSIONS.

Except for the Royston Group and Insignia/ESG, Inc., Seller's broker (each
of whose commissions shall be paid by Seller pursuant to separate agreements,
neither party hereto has had any contact or dealing regarding the Real Property,
or any communication in connection with the subject matter of this transaction,
through any licensed real estate broker or other person who can claim a right to
a commission or finder's fee as a procuring cause of the sale contemplated
herein. In the event that any other broker or finder perfects a claim for a
commission or finder's fee, the party responsible for the contact or
communication on which the broker or finder perfected such claim shall
indemnify, save harmless and defend the other party from said claim and all
costs and expenses (including reasonable attorneys' fees) incurred by the other
party in defending against the same.

15.  MISCELLANEOUS PROVISIONS.

15.1  Notices. All written notices or demands of any kind which either
party hereto may be required or may desire to serve on the other in connection
with this Agreement shall be served by personal service, by registered or
certified mail, recognized overnight courier service or facsimile transmission.
Any such notice or demand so to be served by registered or certified mail,
recognized overnight courier service or facsimile transmission shall be
delivered with all applicable delivery charges thereon fully prepaid and, if the
party so to be served be Buyer, addressed to Buyer as follows:

c/o Wells Capital, Inc.
6200 The Corners Parkway, Suite 250
Norcross, Georgia  30092
Attention: L. Clay Adams, Jr.
Telephone No.: (770) 243-8439
Fax No.: (770) 243-8510

with a copy thereof to:

O'Callaghan & Stumm LLP
127 Peachtree Street, N.E., Suite 1330
Atlanta, Georgia  30303
Attention.: William L. O'Callaghan, Jr., Esquire
Telephone No.: (404) 522-2002
Fax No.: (404) 522-3080

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and, if the party so to be served be Seller, addressed to Seller as follows:

c/o Koll Bren Schreiber Realty Advisors, Inc.
125 Summer Street, Suite 1640
Boston, MA 02110
Attention: David S. Hall
Telephone No.: (617) 345-0600 x106
Fax No.: (617) 345-9200

with copies thereof to:

James Chiboucas, Esquire
4343 Von Karman Avenue
Newport Beach, CA 92660
Telephone No.: (949) 833-3030, Ext. 398
Fax No.: (949) 852-9472

and

Edward S. Hershfield, Esquire
Brown Rudnick Berlack Israels LLP
One Financial Center
Boston, MA 02111
Telephone No.: (617) 856-8545
Fax No.: (617) 856-8201

and, if the party to be served be Escrow Holder, addressed to Escrow Holder as
follows:

Chicago Title Insurance Company
16969 Von Karman, Suite 200
Irvine, California 92606
Attention: Ms. Joy Eaton
Telephone No.: (949) 263-0123
Fax No.: (949) 263-0356

Service of any such notice or demand so made by personal delivery, registered or
certified mail, recognized overnight courier or facsimile transmission shall be
deemed complete on the date of actual delivery as shown by the addressee's
registry or certification receipt or, as to facsimile transmissions, by "answer
back confirmation" (provided that a copy of such notice or demand is delivered
by any of the other methods provided above within one (1) business day following
receipt of such facsimile transmission), as applicable, or at the expiration of
the third (3rd) business day after the date of dispatch, whichever is earlier in
time. Either party hereto may from time to time, by notice in writing served
upon the other as aforesaid, designate a different mailing address to which or a
different person to whose attention all such notices or demands are thereafter
to be addressed.

15.2  Assignment; Binding on Successors and Assigns. Buyer shall not
assign, transfer or convey its rights or obligations under this Agreement or
with respect to the Property without the prior written consent of Seller, which
consent Seller may withhold in its sole, absolute and subjective discretion;
provided, however, Buyer may assign its rights hereunder to an affiliated entity
so long as (a) Buyer provides Seller with no less than five (5) days prior
written notice of such intended assignment, (b) the assignee assumes Buyer's
obligations under this Agreement pursuant to an assignment and assumption
agreement acceptable to Seller, and (c) Buyer shall not be released from its
obligations hereunder. Any attempted assignment in violation of the provisions
of this Section 15.2 shall be void and Buyer shall be deemed in default
hereunder. Any permitted assignments shall not relieve the assigning party from
its liability under this Agreement. Subject to the foregoing, and except as
provided to the contrary herein, the terms, covenants, conditions and warranties
contained herein and the powers granted hereby shall inure to the

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benefit of and bind all parties hereto and their respective heirs, executors,
administrators, successors and assigns, and all subsequent owners of the
Property.

15.3  Work Product. Effective upon and in the event of a termination of
this Agreement for any reason (other than due to a Seller default), Buyer shall
assign and deliver to Seller (at no cost to Seller and without any
representations or warranties by Buyer), and does hereby assign without the need
for any further act or instrument (at no cost to Seller), copies of all reports,
plans, studies, documents, written information and the like (but expressly
excluding any market and feasibility studies, any appraisals and any internal
financial audits or reports relating to the Property) which has been generated
by Buyer's third party consultants (excluding Buyer's attorneys), whether prior
to the Opening of Escrow or during the period of Escrow in connection with
Buyer's proposed acquisition, development, use or sale of the Real Property
(collectively, the "Work Product"). In such event, Buyer shall deliver the Work
Product which has been assigned to Seller not later than ten (10) days after the
date of the termination of this Agreement. The Work Product shall be fully paid
for and shall not be subject to any lien, encumbrance or claim of any kind.
Buyer shall also return all materials and information (including, without
limitation, the Property Information) given to it by Seller or its consultants
during Escrow, in the same condition as delivered to Buyer. Buyer shall be
entitled to retain a copy of the foregoing materials and information provided
Seller incurs no cost or expense in connection therewith.

15.4  Further Assurances; Completion of Warranty Work. In addition to the
acts and deeds recited herein and contemplated to be performed, executed or
delivered by Seller or Buyer, Seller and Buyer hereby agree to perform, execute
and deliver, or cause to be performed, executed and delivered, on the Closing
Date or thereafter any and all such further acts, deeds and assurances as Buyer
or Seller, as the case may be, may reasonably require in order to consummate
fully the transactions contemplated hereunder.

Without limiting the generality of the foregoing, Buyer agrees to cooperate
with Seller, Seller's agents, architects and contractors following the Close of
Escrow, including, without limitation, granting Seller and such third parties
access to the Property, so as to enable Seller and such third parties to
complete the Warranty Work as contemplated in the Escrow Agreement.

15.5  Attorneys' Fees. If any legal action or any arbitration or other
proceeding is brought or if an attorney is retained for the enforcement of this
Agreement or any portion thereof, or because of any alleged dispute, breach,
default or misrepresentation in connection with any of the provisions of this
Agreement, the prevailing party shall be entitled to recover from the other
reimbursement for the reasonable fees of attorneys and other costs (including
court costs and witness fees) incurred by it, in addition to any other relief to
which it may be entitled. The term "prevailing party" means the party obtaining
substantially the relief sought, whether by compromise, settlement or judgment.

15.6  Survival of Representations, Warranties and Agreements. Unless
otherwise expressly stated in this Agreement (a) each of the covenants,
obligations, representations, and agreements contained in this Agreement shall
survive the Close of Escrow and the execution and delivery of the Deed only for
a period of one (1) year immediately following the Closing Date, and (b) any
claim based upon a misrepresentation or a breach of a warranty contained in this
Agreement shall be actionable or enforceable if and only if notice of such claim
is given to the party which allegedly made such misrepresentation or breached
such covenant, obligation, warranty or agreement within one (1) year after the
Closing Date; provided, however, in no event shall Seller's liability, if any,
with respect to any breach of Seller's representations or warranties hereunder
exceed $500,000 in the aggregate. Notwithstanding anything stated to the
contrary in this Agreement, the indemnification provisions of Sections 4.3.1,
10.5, 14 and 15.14 hereof and the provisions of Sections 4.6, 10.1, 10.3, 10.8,
11.1, 11.2, 12.1, 12.2, 12.3, 12.4, 13.2, 15.3, 15.4, 15.5, 15.17, 15.20 and
15.23 hereof shall survive the termination of this Agreement or the Close of
Escrow without limitation, and shall not be merged with the recording of the
Deed.

15.7  Entire Agreement. This Agreement contains the entire agreement and
understanding of the parties in respect to the subject matter hereof, and the
parties intend for the literal words of this Agreement to govern and for all
prior negotiations, drafts, and other extrinsic communications, whether oral or
written, to have no significance or evidentiary effect. The parties further
intend that neither this Agreement nor any of its provisions may be changed,
amended, discharged, waived or otherwise modified orally except only by an
instrument in writing

-23-

duly executed by the party to be bound thereby. The parties hereto fully
understand and acknowledge the importance of the foregoing sentence and are
aware that the law may permit subsequent oral modification of a contract
notwithstanding contract language which requires that any such modification be
in writing; but Buyer and Seller fully and expressly intend that the foregoing
requirements as to a writing be strictly adhered to and strictly interpreted and
enforced by any court which may be asked to decide the question. Each party
hereto acknowledges that this Agreement accurately reflect the agreements and
understandings of the parties hereto with respect to the subject matter hereof
and hereby waive any claim against the other party which such party may now have
or may hereafter acquire to the effect that the actual agreements and
understandings of the parties hereto with respect to the subject matter hereof
may not be accurately set forth in this Agreement.

15.8  Governing Law. This Agreement shall be governed by the laws of the
Commonwealth of Massachusetts.

15.9  Counterparts. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

15.10 Headings; Construction. The various headings of this Agreement are
included for convenience only and shall not affect the meaning or interpretation
of this Agreement or any provision hereof. When the context and construction so
require, all words used in the singular herein shall be deemed to have been used
in the plural and the masculine shall include the feminine and the neuter and
vice versa. The use in this Agreement of the term "including" and related terms
such as "include" shall in all cases mean "without limitation." All references
to "days" in this Agreement shall be construed to mean calendar days unless
otherwise expressly provided and all references to "business days" shall be
construed to mean days on which national banks are open for business in
Massachusetts.

15.11 Time of Essence. Seller and Buyer hereby acknowledge and agree that
time is strictly of the essence with respect to each and every term, condition,
obligation and provision hereof and failure to perform timely any of the terms,
conditions, obligations or provisions hereof by either party shall constitute a
material breach of, and non-curable (but waivable) default under this Agreement
by the parties so failing to perform.

15.12 Partial Validity; Severability. If any term or provision of this
Agreement or the application thereof to any person or circumstance shall, to any
extent, be held invalid or unenforceable, the remainder of this Agreement, or
the application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each such term and provision of this Agreement shall be valid and
be enforced to the fullest extent permitted by law.

15.13 No Third Party Beneficiaries. This Agreement is for the sole and
exclusive benefit of the parties hereto and their respective permitted
successors and assigns, and no third party is intended to, or shall have, any
rights hereunder.

15.14 Recordation of Agreement. Neither Seller nor Buyer may record the
Agreement or any notice of this Agreement. To the extent that any such filing is
made by Buyer in violation of this Agreement, Buyer shall indemnify Seller
against any damages incurred by Seller in connection therewith. The provisions
of this Section 15.14 shall survive the termination of this Agreement.

15.15 Joint Product of Parties. This Agreement is the result of arms-length
negotiations between Seller and Buyer and their respective attorneys.
Accordingly, neither party shall be deemed to be the author of this Agreement
and this Agreement shall not be construed against either party.

15.16 Calculation of Time Periods. Unless otherwise specified, in computing
any period of time described herein, the day of the act or event after which the
designated period of time begins to run is not to be included and the last day
of the period so computed is to be included at, unless such last day is a
Saturday, Sunday or legal holiday for national banks in Massachusetts, in which
event the period shall run until the end of the next

-24-

day which is neither a Saturday, Sunday, or legal holiday. Unless otherwise
expressly provided herein, the last day of any period of time described herein
shall be deemed to end at 5:00 p.m., Massachusetts time.

15.17 Procedure for Indemnity. The following provisions govern actions for
indemnity under this Agreement. Promptly after receipt by an indemnitee of
notice of any claim, such indemnitee will, if a claim in respect thereof is to
be made against the indemnitor, deliver to the indemnitor written notice thereof
and the indemnitor shall have the right to participate in and, if the indemnitor
agrees in writing that it will be responsible for any costs, expenses,
judgments, damages, and losses incurred by the indemnitee with respect to such
claim, to assume the defense thereof, with counsel mutually satisfactory to the
parties; provided, however, that an indemnitee shall have the right to retain
its own counsel, with the fees and expenses to be paid by the indemnitor, if the
indemnitee reasonably believes that representation of such indemnitee by the
counsel retained by the indemnitor would be inappropriate due to actual or
potential differing interests between such indemnitee and any other party
represented by such counsel in such proceeding. The failure of indemnitee to
deliver written notice to the indemnitor within a reasonable time after
indemnitee receives notice of any such claim shall relieve such indemnitor of
any liability to the indemnitee under this indemnity only if and to the extent
that such failure is prejudicial to its ability to defend such action, and the
omission so to deliver written notice to the indemnitor will not relieve it of
any liability that it may have to any indemnitee other than under this
indemnity. If an indemnitee settles a claim without the prior written consent of
the indemnitor, then the indemnitor shall be released from liability with
respect to such claim unless the indemnitor has unreasonably withheld such
consent.

15.18 Section 1031 Exchange. Seller may consummate the sale of the Real
Property as part of a so-called like kind exchange (the "Exchange") pursuant to
ss. 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), provided
that: (a) the Close of Escrow shall not be delayed or affected by reason of the
Exchange nor shall the consummation or accomplishment of the Exchange be a
condition precedent or condition subsequent to Seller's obligations under this
Agreement; (b) Seller shall effect the Exchange through an assignment of its
rights under this Agreement to a qualified intermediary; and (c) Buyer shall not
be required to take an assignment of the purchase agreement for the replacement
property or be required to acquire or hold title to the replacement property for
purposes of consummating the Exchange or to incur any cost or expense in
connection with the Exchange. Buyer shall not by this agreement or acquiescence
to the Exchange (1) have its rights under this Agreement affected or diminished
in any manner or (2) be responsible for compliance with or be deemed to have
warranted to Seller that the Exchange in fact complies with ss. 1031 of the
Code.

15.19 Waiver of Jury Trial. To the extent permitted by applicable law, the
parties hereby waive any right to trial by jury in any legal proceeding arising
out of or relating to this Agreement or the transactions contemplated hereby.

15.20 No Personal Liability. Notwithstanding anything stated to the
contrary herein, Seller's liability under this Agreement shall be limited to
Seller's interest in the Property and neither Seller, Seller's asset manager,
nor Seller's trustees, beneficiaries, officers, directors, members,
representatives, principals, partners, shareholders, constituent partners,
constituent principals, employees or agents shall have any personal liability
hereunder.

15.21 Joint and Several Liability. If Buyer is composed of more than one
individual or entity, all obligations and liabilities of Buyer under this
Agreement shall be joint and several as to each of the individuals or entities
who compose Buyer.

15.22 No Waiver. The failure of any party hereto to enforce at any time any
of the provisions of this Agreement shall in no way be construed as a waiver of
any of such provisions, or the right of any party thereafter to enforce each and
every such provision. No waiver of any breach of this Agreement shall be held to
be a waiver of any other or subsequent breach.

15.23 Latent Defects. If the tenant under the Agilent Lease makes a written
claim of a "defect in design, construction, workmanship and materials" under
Section 3.4 of the Agilent Lease, then Seller shall, on behalf of Buyer,
actively pursue resolution of any such claim; provided, however, that Seller
shall not be required to take any such actions after the date which is one (1)
year from the Closing, and that Seller shall not be required to

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incur in-house and/or third party costs and expenses in connection therewith in
excess of $100,000 (Seller's in-house professionals' time to have a value of
$150.00 per hour for such purposes).

[remainder of page intentionally blank]

-26-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal as of the day and year first above written.

"BUYER"                                               "SELLER"

WELLS OPERATING PARTNERSHIP, L.P., a                  BPF TECH CENTRAL, LLC, a Delaware limited
Delaware limited partnership                          liability company
By:  Wells Real Estate Investment Trust, Inc., a
Maryland corporation, its general partner        By:  Best Property Fund, L.P., a Delaware
limited partnership, its sole member

By:  BBS Investors II, a Delaware
general partnership, its general partner
By: ____________________________________
Name:                                                  By:  Schreiber Developments, LLC, a
Title:                                                      California limited liability
company, a general partner

By: /s/ Charles J. Schreiber, Jr.
-------------------------------
Name: Charles J. Schreiber, Jr.
Title:  Manager

AGREED TO THIS 9/th/
DAY OF APRIL, 2002
AS TO PROVISIONS RELATING
TO ESCROW HOLDER:

CHICAGO TITLE INSURANCE COMPANY

By /s/ Joy Eaton
---------------------------------
Its  AVP
--------------------------------

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal as of the day and year first above written.

"BUYER"                                              "SELLER"

WELLS OPERATING PARTNERSHIP, L.P., a                 BPF TECH CENTRAL, LLC, a Delaware
Delaware limited partnership                         limited liability company
By:  Wells Real Estate Investment Trust, Inc., a
Maryland corporation, its general partner
By:  Best Property Fund, L.P., a Delaware
limited partnership, its sole member

By:  BBS Investors II, a Delaware
general partnership, its general partner
By: /s/ Douglas P. Williams
------------------------------                      By:  Schreiber Developments, LLC, a
Name: Douglas P. Williams                                California limited liability
Title: Executive Vice President                          company, a general partner

By:  ______________________________
Name: Charles J. Schreiber, Jr.
Title:  Manager

AGREED TO THIS ____
DAY OF APRIL, 2002
AS TO PROVISIONS RELATING
TO ESCROW HOLDER:

CHICAGO TITLE INSURANCE COMPANY

By ________________________________

Its ______________________________

LIST OF EXHIBITS AND SCHEDULES

EXHIBIT A   --  Description of Real Property

EXHIBIT B   --  Description of Personal Property

EXHIBIT C   --  List of Service Contracts

EXHIBIT D   --  Form of Tenant Estoppel Certificate

EXHIBIT E   --  Form of Deed

EXHIBIT F   --  Form of Assignment of Leases, Service Contracts and Bill of Sale

EXHIBIT G   --  Form of FIRPTA Affidavit

EXHIBIT H   --  Form of Tenant Notice

EXHIBIT I   --  List of Construction and Architectural Contracts

EXHIBIT J   --  Form of Owner's Affidavit

EXHIBIT K   --  Form of Escrow Agreement

SCHEDULE 1  --  Description of New and Pending Lease Transactions

SCHEDULE 2  --  Commission Agreements

SCHEDULE 3  --  List of Warranties

SCHEDULE 4  --  List of Lawsuits

SCHEDULE 5  --  List of Leases

EXHIBIT 10.70

LEASE AGREEMENT FOR THE AGILENT BOSTON BUILDING

SUBMISSION NOT AN OPTION
========================

THE SUBMISSION OF THIS LEASE FOR EXAMINATION AND NEGOTIATION DOES NOT
CONSTITUTE AN OFFER TO LEASE, A RESERVATION OF, OR OPTION FOR THE PREMISES AND
SHALL VEST NO RIGHT IN ANY PARTY. TENANT OR ANYONE CLAIMING UNDER OR THROUGH
TENANT SHALL HAVE THE RIGHTS TO THE PREMISES AS SET FORTH HEREIN AND THIS LEASE
SHALL BECOME EFFECTIVE AS A LEASE ONLY UPON EXECUTION, ACKNOWLEDGMENT AND
DELIVERY THEREOF BY LANDLORD AND TENANT, REGARDLESS OF ANY WRITTEN OR VERBAL
REPRESENTATION OF ANY AGENT, MANAGER OR EMPLOYEE OF LANDLORD TO THE CONTRARY.

LANDLORD:      BPF Tech Central, LLC

TENANT:        Agilent Technologies, Inc.

PREMISES:      The entire building consisting of 174,585 square feet
of space located at 90 Central Street, Boxborough,
Massachusetts

From the Office of:
Suzanne C. Villee, Esquire
Brown, Rudnick, Freed & Gesmer
One Financial Center
Boston, Massachusetts 02111

AGILENT TECHNOLOGIES LEASE/90 CENTRAL STREET, BOXBOROUGH: FINAL

TABLE OF CONTENTS

ARTICLE I - BASIC LEASE PROVISIONS .........................................   2

ARTICLE II - PREMISES ......................................................   3

2.1       Premises ......................................................   3
2.2       Park Common Areas .............................................   3
2.3       Landlord's Reservations .......................................   4
2.4       Exclusive Rooftop Rights ......................................   4
2.5       Tenant's Signage

..............................................   4
2.6       Pad Area ......................................................   4

ARTICLE III - CONSTRUCTION OF PREMISES; DELIVERY OF POSSESSION .............   5

3.1       Construction of Landlord's Work ...............................   5
3.2       Ready for Tenant ..............................................   5
3.3       Delivery of Possession; Delays ................................   6
3.4       Limited Warranties; Third PartWarranties ......................   7
3.5       Tenant's Work .................................................   8
3.6       Tenant Improvement Allowance ..................................   8
3.7       Excluded Costs ................................................   9

ARTICLE IV - TERM: .........................................................   9

4.1       Term ..........................................................   9
4.2       Early Termination Option ......................................   9
4.3       Extension Option ..............................................   9

ARTICLE V - RENT ...........................................................  10

5.1       Base Rent .....................................................  10
5.2       Additional Rent ...............................................  10
5.3       Payments ......................................................  14
5.4       Deposit .......................................................  14
5.5       Late Payments .................................................  14
5.6       Early Occupancy ...............................................  14

ARTICLE VI - UTILITIES .....................................................  14

6.1       Utilities .....................................................  14
6.2       Interruption of Utilities .....................................  15

ARTICLE VII - TRIPLE NET ...................................................  15

7.1       Triple Net Lease ..............................................  15

ARTICLE VIII- REPAIR AND MAINTENANCE .......................................  16

8.1       Landlord's Maintenance Obligations ............................  16
8.2       Tenant's Maintenance Obligations ..............................  16

ARTICLE IX - TENANT'S COVENANTS ............................................  17

9.1       General Covenants .............................................  17

ARTICLE X - ASSIGNMENT AND SUBLETTING ......................................  18

10.1      Assignment and Subletting .....................................  18

ARTICLE XI - ENVIRONMENTAL .................................................  20

11.1      Environmental Covenants .......................................  20

AGILENT TECHNOLOGIES LEASE/90 CENTRAL STREET, BOXBOROUGH; FINAL

ARTICLE XII - CONDITION OF PREMISES .........................................  21

12.1  Improvements .......................................................  21
12.2  Fixtures: Yield-Up .................................................  22
12.3  Mechanic's Liens ...................................................  22

ARTICLE XIII - INSURANCE ....................................................  22

13.1  Insurance ..........................................................  22
13.2  Tenant's Risk ......................................................  24
13.3  General Requirements ...............................................  24
13.4  Indemnity ..........................................................  24
13.5  Exemption of Landlord from Liability ..............................   25
13.6  Waiver of Subrogation ..............................................  25

ARTICLE XIV - CASUALTIES AND EMINENT DOMAIN .................................. 25

14.1  Damage .............................................................  25
14.2  Termination Rights .................................................  26
14.3  Abatement ..........................................................  26
14.4  Taking for Temporary Use ...........................................  26
14.5  Disposition of Awards ..............................................  26

ARTICLE XV - DEFAULTS AND REMEDIES ..........................................  27

15.1  Tenant's Default ...................................................  27
15.2  Damages ............................................................  27
15.3  Landlord's Self Help ...............................................  28
15.4  Landlord's Default .................................................  28

ARTICLE - XVI SUBORDINATION .................................................  28

16.1  Subordination ......................................................  28

ARTICLE XVII - MISCELLANEOUS PROVISIONS .....................................  28

17.1  Parties Bound ......................................................  29
17.2  Landlord's Liabilities and Additional Rights .......................  29
17.3  Holding Over .......................................................  30
17.4  Quiet Enjoyment ....................................................  30
17.5  No Brokerage .......................................................  30
17.6  Certificates .......................................................  30
17.7  Notices ............................................................  30
17.8  No Waiver ..........................................................  30
17.9  Force Majeure ......................................................  31
17.10 Recording ..........................................................  31
17.11 Waiver of Jury Trial ...............................................  31
17.12 Paragraph Headings .................................................  31
17.13 Governing Law ......................................................  31
17.14 Separability; Construction and Interpretation ......................  31
17.15 When Lease Becomes Binding; Entire Agreement .......................  31
17.16 Execution ..........................................................  31
17.17 Covenants and Conditions ...........................................  31
17.18 Harmony ............................................................  31
17.19 Non-Smoking Premises ...............................................  32

ARTICLE XVIII - RIGHT OF FIRST OFFER ........................................  32

18.1  Right of First Offer ...............................................  32
18.2  Partial Waiver of Righs; Substantial Modification of Offer .........  32
18.3  Lease Amendment ....................................................  32

AGILENT TECHNOLOGIES LEASE/90 CENTRAL STREET, BOXBOROUGH; FINAL

(2)

18.4 Complete Waiver of Rights ............................................... 32

SIGNATURE PAGE ................................................................  34

EXHIBIT A - PLAN OF PREMISES ..................................................  35

EXHIBIT B - LEGAL DESCRIPTION OF PROPERTY .....................................  36

EXHIBIT C - WORK LETTER .......................................................  31

EXHIBIT D - RULES AND REGULATIONS .............................................  50

EXHIBIT E - LIST OF TENANT'S COMPETITORS ......................................  52

EXHIBIT F - EXCLUSIVE ROOFTOP RIGHTS ..........................................  53

EXHIBIT G - COMMENCEMENT DATE MEMORANDUM ......................................  55

EXHIBIT H - FORM OF SUBORDINATION NON-DISTURBANCE AND ATTORNMENT AGREEMENT ....  56

EXHIBIT I - PROHIBITED EXPENSES ...............................................  65

EXHIBIT J - PERMITTED HAZARDOUS MATERIALS .....................................  66

EXHIBIT K - FORM OF ESTOPPEL CERTIFICATE ......................................  67

AGILENT TECHNOLOGIES LEASE/90 CENTRAL STREET, BOXBOROUGH; FINAL

(3)

ARTICLE I - BASIC LEASE PROVISIONS

Date of Lease:                December 07, 2000

Commencement Date:            The date upon which the Premises are "Ready for
Tenant" (as defmed in Section 3.2 hereof.

Rent Commencement Date:       The date which is one hundred twenty (120)
days after the Premises are Ready for Tenant,
subject to extension for each day of Landlord
Delay, as hereinafter defined, and subject to
adjustment for (i) Tenant Delay as set forth in
Section 3.3(h) below and (ii) a Tenant Change
Order as set forth in Section 3(c) of the Work
Letter attached hereto.

Scheduled Delivery Date:      May 15, 200l

Landlord:                     BPF Tech Central, LLC, a Delaware limited
liability company

Landlord's Mailing Address:   125 Summer Street, Suite 1640
Boston, MA 02110

Tenant:                       Agilent Technologies, Inc., a Delaware corporation

Tenant's Mailing Address:     Agilent Technologies, Inc.
Corporate Legal Department
395 Page Mill Road
Palo Alto, California, 94306
Att: General Counsel

With a copy to:

Agilent Technologies, Inc.
10 North Martingale Road
Suite 550
Schaumburg, Illinois, 60173
Att: Corporate Real Estate

Premises:                     That certain building to be constructed by
Landlord consisting of approximately 174,585
square feet (the "Premises") as more particularly
shown on the site plan attached hereto as Exhibit
A, located on certain property known and number as
90 Central Street, Boxborough, Massachusetts
("Property") and more particularly described in
the legal description attached hereto as Exhibit
B. The Property is part of a two-building business
park known as Tech Central (the "Park").

Term:                         Ten (10) years following the Rent Commencement
Date, plus any partial month at the commencement
of the Term, unless extended or sooner terminated
as provided herein.

Extension Option:             One (1) option to extend the Term for five (5)
years (the "Extension Period")

Permitted Use:                For general office, engineering, design, light
equipment assembly and testing, research and
development, and any other lawful uses incidental

AGILENT TECHNOLOGIES LEASE/90 CENTRAL STREET, BOXBOROUGH; FINAL

(2)

thereto, provided the same are permitted as of
right in the zoning district in which the
Property is located, and for no other use or
purpose.

Base Rent:                                        P.S.F.      Annual Rent    Monthly Rent
------      -----------    ------------

Lease Years 1-5:   $20.50 psf. $3,578,992.50  $298,249.38

Lease years 6-10   $24.50 psf  $4,277,332.50  $356,444.38

Extension Option   100% of fair market rent as set forth in
Lease Years 1l-15  Section 4.3 hereof.

Lease Year:                    Full twelve (12) month period beginning on the
Commencement Date (plus any partial month after
the Commencement Date if the Commencement Date is
not the first day of a calendar month) and
thereafter, each full twelve (12) month period.

Additional Rent:               All sums, other than Base Rent, due from Tenant
pursuant to the terms of this Lease, including
without limitation Park Expense Rent and
Building Expense Rent.

Property Manager:              CB Richard Ellis

Broker:                        Insignia / ESG

Tenant Improvement Allowance:  Up to $3,491,700 (or $20.00 per square foot of
space in the Premises), to be paid in accordance
with the provisions of Section 3.6 hereof.

Each reference in this Lease to titles or terms contained in Article I
shall be deemed to incorporate the applicable definitions or data. The Exhibits
attached to this Lease are incorporated herein by reference.

ARTICLE II - LEASE OF PREMISES

2.1 Premises. Subject to the terms set forth herein, Landlord leases to
Tenant, and Tenant accepts from Landlord, the Premises which shall be
constructed by Landlord and Tenant pursuant to the specific provisions of the
Work Letter.

2.2 Park Common Areas. Landlord also grants to Tenant as appurtenant to
the Premises the non-exclusive right to use the Park Common Areas together with
all others entitled to use the same for their intended purposes, subject to
Section 2.5 hereof, the Declaration (hereinafter defined) and to the rules and
regulations attached hereto as Exhibit D, or such other reasonable rules and
regulations established by Landlord from time to time and made known to Tenant
in writing (collectively, the "Rules and Ragulations"). Such Rules and
Regulations shall be promulgated and enforced in a non-discriminatory manner. As
used herein, the term "Park Common Areas" shall mean all common areas and
amenities available for the common use of Park tenants, including without
limitation the common driveway, the walkways, loading areas, service areas,
drainage systems, the wastewater treatment facility, and the parking areas of
the Park, as defined and more particularly described in Section 1 of that
certain Declaration of Covenants dated as of October 10, 2000 and recorded with
the Middlesex North Registry of Deeds as Document No. 1154249, as the same may
be amended from time to time (the "Declaration"), provided Landlord shall not
amend the Declaration so as to materially and adversely affect Tenant's rights
hereunder. Parking within the Park Common Areas shall be on an unreserved,
first-come, first-served basis at no cost to Tenant. Landlord covenants that
during the Term the Park shall contain no less than 1,222 parking spaces
(equivalent to 3.76 spaces per 1,000 rentable square feet of space within the
buildings in the Park). Tenant shall comply with the provisions of the
Declaration and shall abide by the Rules and Regulations, shall cause others who
use the Park

AGILENT TECHNOLOGIES LEASE/90 CENTRAL STREET, BOXBOROUGH; FINAL

(3)

Common Areas with Tenant's express or implied permission to comply with the
provisions of the Declaration and abide by the Rules and Regulations, and shall
not interfere with the rights of Landlord, or its agents, employees or
contractors (collectively, "Landlord's Affiliates") while such parties are
performing Landlord's obligations under this Lease.

2.3 Landlord's Reservations. Landlord reserves the right, from time to
time to: (a) upon at least six (6) months' notice, change the address of the
Premises or to rename the Park, provided Landlord shall not rename the Park
using the name of any tenant of the Park, or any competitor of Tenant, as more
specifically identified on Exhibit E attached hereto, as such competitors may
change from time to time, upon written notice to Landlord ("Tenant's
Competitors"), (b) install and maintain signs on the Property or within the
Park, including, without limitation, the monument sign shown on Exhibit A
attached hereto, provided that any such monument sign which provides directions
to the premises of another tenant of the Park shall also provide directions to
the Premises, (c) lease or license portions of the roof of the Premises other
than Tenant's Exclusive Rooftop Area (hereinafter defined) to third parties for
telecommunications, satellite communications, billboard or other uses, provided
Landlord shall not lease any portion of the roof to Tenant's Competitors, or to
any other tenant of the Park, and (d) possess pass keys to the Premises. In
exercising its rights hereunder, Landlord shall not materially and adversely
interfere with Tenant's use and occupancy of the Premises or Exclusive Rooftop
Area, nor materially impair Tenant's rights under the Lease.

2.4 Exclusive Rooftop Rights. Tenant shall have the exclusive right
during the Term to use a certain portion of the roof of the Premises more
particularly shown on the Rooftop Plan attached hereto as Exhibit A-l (such
area, as the same may be relocated as provided herein, is referred to herein as
the "Exclusive Rooftop Area") for purposes of installing, operating and
maintaining telecommunications equipment, antennas and related cabling
(collectively, the "Rooftop Equipment") to be used solely in connection with
Tenant's business operations, and in accordance with the terms and conditions
set forth in Exhibit F attached hereto.

2.5 Tenant's Signage. Tenant will not place on the exterior of the
Premises (including both interior and exterior surfaces of the doors and
interior surfaces of the windows) any signs, symbol, advertisement or the like
visible to the public outside of the Premises. Provided that the Tenant
specified in Article I hereof and/or a Tenant Entity (hereinafter defined) are
then leasing and occupying at least fifty percent (50%) of the Premises, Tenant
shall have the exclusive right to place (a) one (1) building sign bearing
Tenant's name and logo, on the exterior of the Premises, and (b) one (1)
monument sign bearing Tenant's name and logo within the Park at a location to be
mutually agreed upon by Landlord and Tenant, and which will be shown on Exhibit
A attached hereto. The rights granted in this Section 2.5 are granted upon the
further conditions that (i) Tenant shall comply with all applicable Laws
(hereinafter defined) and shall obtain at its expense all necessary permits or
approvals, and (ii) Landlord shall have first approved detailed plans and
specifications therefor, which approval shall not be unreasonably withheld,
conditional or delayed, which shall show, at a minimum, the size and style of
such sign, the materials to be used, and the method of affixation. Tenant shall
remove such signs (and repair any damage arising from such signs) either at the
expiration or earlier termination of this Lease, or if Tenant and/or a Tenant
Entity shall cease to lease and occupy at least fifty percent (50%) of the
Premises.

2.6 Pad Area. Tenant shall have the right, throughout the term, to
locate, install and use a generator to be located at the rear of the Premises
in a location to be set forth and approved as part of the approval of the
Construction Documents (as defined in the Work Letter). If Tenant has not yet
determined the location of the generator at the time the Construction Documents
are approved, it shall be located at the rear of the Premises in a location
reasonably approved by Landlord and Tenant.

AGILENT TECHNOLOGIES LEASE/90 CENTRAL STREET, BOXBOROUGH; FINAL

(4)

ARTICLE III - CONSTRUCTION OF PREMISES; DELIVERY OF POSSESSION
--------------------------------------------------------------

3.1. Construction of Landlord's Work. Landlord has commenced
construction of the Landlord's Work (as described in the Work Letter) and is in
receipt of all required permits and approvals therefor. Subject to events of
Force Majeure and/or Tenant Delays, Landlord will complete construction of
Landlord's Work in accordance with the terms and conditions of this Article III
and the Work Letter. Landlord further agrees to complete the construction of
Landlord's Work with due diligence as soon as reasonably practicable following
the date hereof, and to use diligent efforts (i) to have the Premises "Ready for
Tenant" (as defined in Section 3.2 hereof) on the Scheduled Delivery Date, (ii)
to have Landlord's Progress Work (as defined in Section 3.2 hereof) completed by
the date sixty (60) days after the Commencement Date ("Progress Work Date") and
(iii) to have the balance of Landlord's Work completed on or before the date
sixty (60) days after the Progress Work Date ("Outside Completion Date"), time
being of the essence.

3.2  (a)  Ready for Tenant. "Ready for Tenant" means the date which is
three (3) days after the date when Landlord delivers to Tenant a stamped
Certificate of Substantial Completion as to the following work from Landlord's
architect that all of the following elements of Landlord's Work ("Ready for
Tenant Work") are Substantially Complete, as hereinafter defined, in accordance
with Landlord's Plans, as defined in the Work Letter:

i.   Structure: Footings, foundations, floor deck and poured slabs,
and steel structure complete (including spray-on fire-proofing of
steel members)

ii.  Utilities: Major underground utilities trenched and in place
(but not in service). Temporary power available to workspace.

iii. Roof: Roof structure and membrane in-place and water-tight
(excepting perimeter flashing around incomplete wall systems)

iv.  Wall System: Steel stud back-up system and drywall in-place.
Masonry brick, glass & glazing and metal panel in progress

v.   Site: Temporary surfaces (either binder asphalt or gravel) such
that Premises are reasonably accessible for construction traffic

(b) Landlord's Progress Work. "Landlord's Progress Work" shall be defined
as the Substantial Completion of the following elements of Landlord's Work in
accordance with Landlord's Plans, as defined in the Work Letter, as evidenced by
a stamped Certificate of Substantial Completion as to the following work from
Landlord's architect:

i.   HVAC: Roof-top units installed (but not operational). Vertical
distribution duct work in place and ready for connection to
Tenant's horizontal distribution.

ii.  Fire Protection: Sprinkler risers and horizontal mains in place
and ready for connection to Tenant's branch piping.

iii. Electrical: Electrical room demised and main electrical
switchgear installed and wired

iv.  Plumbing: Main water service in place. Supply risers and waste
pipes in place and ready for connection to Tenant's fixtures

v.   Envelope: Masonry, glass & glazing and metal panel in-place (or
temporary enclosures as required to protect interior areas)

(c) For the purposes hereof, "Substantial Completion" or "Substantially
Complete" shall mean that the Ready for Tenant Work and/or the Landlord's
Progress Work, as the case may be, have been completed in

AGILENT TECHNOLOGIES LEASE/90 CENTRAL STREET, BOXBOROUGH; FINAL

(5)

accordance with the requirements of the Lease and in accordance with applicable
Laws, so that Tenant can legally occupy the Premises for the performance of
Tenant's Work in accordance with Tenant's Critical Path Schedule, as defined
in the Work Letter.

3.3. Delivery of Possession; Delays.

(a) Landlord shall use diligent efforts to have the Premises Ready for
Tenant on the Scheduled Delivery Date; however, Landlord may deliver the
Premises Ready for Tenant prior to the Scheduled Delivery Date provided landlord
gives Tenant thirty (30) days' prior notice thereof, and Landlord has previously
approved Tenant's Plans and Tenant's contractors.

(b) If the Premises are not Ready for Tenant on or before the
Scheduled Delivery Date, as extended by events of Force Majeure and/or Tenant
Delays, this Lease shall remain in full force and effect, except as otherwise
set forth in this Section 3.3. Landlord shall not be subject to any liability,
and the Commencement Date shall be delayed until the date the Premises are Ready
for Tenant. Landlord shall have a period of sixty (60) days following the
Scheduled Delivery Date (as extended for events of Force Majeure and Tenant
Delays; such period being hereinafter referred to as "Landlord's Grace Period")
to make the Premises Ready for Tenant as required hereunder without any
liability to Tenant therefor provided Landlord continues to use diligent efforts
to complete Landlord's Work and to deliver the Premises Ready for Tenant as
promptly as possible after the Scheduled Delivery Date.

(c) If on the date which is no less than thirty (30) days prior to the
Scheduled Delivery Date Landlord determines the Premises will not be Ready for
Tenant on the Scheduled Delivery Date, Landlord shall immediately so inform
Tenant in writing ("Landlord's Delay Notice"), which notice shall state the date
on which Landlord expects the Premises to be Ready for Tenant as required
hereunder (the "Revised Delivery Date"). If the date set forth in Landlord's
Delay Notice indicates that the Revised Delivery Date is within Landlord's Grace
Period, no response from Tenant shall be necessary and Landlord shall continue
to use diligent efforts to complete Landlord's Work and to deliver the Premises
Ready for Tenant on or before the Revised Delivery Date. Notwithstanding
anything to the contrary contained herein, if Landlord's Delay Notice indicates
that the Revised Delivery Date falls outside of Landlord's Grace Period but
before October 15, 2001 ("Rent Penalty Date"), Landlord shall continue to use
diligent efforts to complete Landlord's Work and to deliver the Premises Ready
for Tenant on or before the Revised Delivery Date and, upon the Rent
Commencement Date, Tenant shall be credited with one day's Base Rent for each
day of delay beyond Landlord's Grace Period not caused by Force Majeure or
Tenant Delays. Notwithstanding anything to the contrary contained herein, if the
date set forth in Landlord's Delay Notice indicates that the Revised Delivery
Date falls after the Rent Penalty Date but before May 15, 2002, Tenant must
notify Landlord in writing within ten (10) days after receipt of Landlord's
Delay Notice, time being of the essence, that it elects either to (i) terminate
this Lease if Landlord fails to deliver the Premises Ready for Tenant on or
before the Rent Penalty Date, or (ii) accept delivery of possession of the
Premises on the Revised Delivery Date (provided the same are delivered Ready for
Tenant as required hereunder) and receive on the Rent Commencement Date a rent
credit equal to two (2) days' Base Rent for each day of delay beyond Landlord's
Grace Period not caused by Force Majeure or Tenant Delays. If Tenant elects
option (i) in the previous sentence and Landlord fails to deliver the Premises
Ready for Tenant on or before the Rent Penalty Date, this Lease shall
automatically terminate as of the Rent Penalty Date and the parties shall
thereafter have no further obligation to each other. If Tenant elects option
(ii) above and Landlord thereafter fails to deliver the Premises Ready for
Tenant on or before the Revised Delivery Date, Landlord shall deliver to Tenant
an updated Landlord Delay Notice in which Landlord indicates a new Revised
Delivery Date. In such event, the process set forth in this paragraph shall
recommence provided that the new Rent Penalty Date shall be extended to the date
which is ninety (90) days after the prior Rent Penalty Date. If Tenant fails
timely to respond to any Landlord Delay Notice, Tenant shall be deemed to have
elected option (ii) above and this Lease shall continue in full force and effect
and Landlord shall diligently pursue its obligations hereunder until the
Premises are Ready for Tenant.

(d) Notwithstanding anything to the contrary set forth in this Lease,
if Landlord fails to deliver the Premises Ready for Tenant on or before May 15,
2002 for any reason whatsoever other than a Tenant Delay, Tenant shall have the
right to terminate this Lease by written notice to Landlord delivered on or
before May 20, 2002, time being of the essence

AGILENT TECHNOLOGIES LEASE/90 CENTRAL STREET, BOXBOROUGH; FINAL

(6)

(e) If Landlord's Progress Work is not Substantially Completed, as
defined in Section 3.2(c) above, on or before the Progress Work Date, as
extended by events of Force Majeure and/or Tenant Delays, then each day between
the Progress Work Date, as so extended, and the date that Landlord Substantially
Completes the Landlord's Progress Work shall be deemed a "Landlord Delay" for
the purposes of determining the Rent Commencement Date. In addition, if all of
Landlord's Work is not Substantially Completed, as defined in the Work Letter,
on or before the Outside Completion Date, as extended by events of Force Majeure
and/or Tenant Delays, then each day between the Outside Completion Date, as so
extended, and the date that Landlord Substantially Completes the Landlord Work
shall be deemed a "Landlord Delay" for the purposes of determining the Rent
Commencement Date.

(f) For purposes hereof, "Tenant Delay" means any act or omission of
Tenant or Tenant's agents, contractors, servants, employees, customers,
licensees, or invitees (collectively, "Tenant's Affiliates") that actually
delays the date on which the Premises would be Ready for Tenant, including,
without limitation: (1) Tenant's failure to furnish information or approvals
within any time period specified in the Lease, including the failure to prepare
or approve preliminary or final plans by any applicable due date; (2) delays
arising out of any Tenant Change Orders of which Landlord has advised Tenant in
writing pursuant to Paragraph 3(c) of the Work Letter; or (3) performance of
Tenant's Work or any other work in the Premises by Tenant or Tenant's
contractor(s) during the performance of Landlord's Work, provided that Landlord
notifies Tenant in writing of such delay at the time of such delay.

(g) If, after the date the Premises are Ready for Tenant but prior to
the Progress Work Date, performance of Landlord's Work or any other work in the
Premises by Landlord or Landlord's contractor(s) causes Tenant's Work to be
completely halted for one (1) day or more (each such day being a "Tenant Halt
Day"), then each consecutive Tenant Halt Day after the first (1/st/) such Tenant
Halt Day shall be deemed a Landlord Delay for the purposes of determining the
Rent Commencement Date. Notwithstanding the foregoing, if, prior to the Progress
Work Date, there are two (2) non-consecutive Tenant Halt Days, then each Tenant
Halt Day thereafter, whether or not consecutive, shall be deemed a Landlord
Delay for the purpose of determining the Rent Commencement Date. For example,
if, prior to the Progress Work Date, there are 4 consecutive Tenant Halt Days in
a week, followed by 3 consecutive Tenant Halt Days two weeks thereafter,
followed by 3 consecutive Tenant Halt Days three weeks thereafter, then, for
the purposes of determining the Rent Commencement Date, there would be eight (8)
days of Landlord Delay (i.e., 3 days for the first such occurrence, plus 2 days
for the second such occurrence, plus 3 days for the third such occurrence). If,
after the Progress Work Date, there are any Tenant Halt Days, each such Tenant
Halt Day shall be deemed a Landlord Delay for the purposes of determining the
Rent Commencement Day. In addition, if, after the date the Premises are Ready
for Tenant, performance of Landlord's Work or any other work in the Premises by
Landlord or Landlord's contractor(s) delays or interrupts performance of any
component of Tenant's Work which is identified as then being on Tenant's
Critical Path Schedule, as defined in the Work Letter, for more than three (3)
consecutive days, then each day from and after the third (3/rd/) such day of
delay or interruption shall be deemed a Landlord Delay for the purposes of
determining the Rent Commencement Date.

(h) Notwithstanding anything to the contrary contained herein, if the
Premises are not Ready for Tenant by the Scheduled Delivery Date due to a Tenant
Delay, the Rent Commencement Date shall be deemed to be one hundred twenty (120)
days after the date on which the Premises would have been Ready for Tenant if
not for the Tenant Delay.

3.4  Limited Warranties; Third Party Warranties. Provided Tenant has not
breached its covenants in Section 8.2 hereof, Landlord hereby warrants
(collectively, the "Limited Warranties") that for a period of twelve (12) months
from the Rent Commencement Date, the entire Premises (other than the specific
portions or systems thereof covered by the Third-Party Warranties) shall be free
of defects in design, construction, workmanship and materials. Landlord shall
procure all manufacturer's and contractor's warranties provided in connection
with Landlord's Work (collectively, the "Third-Party Warranties") and shall
provide copies thereof to Tenant. Landlord acknowledges and agrees that Tenant
is a third-party beneficiary of the Third-Party Warranties and shall have the
right to enforce the Third-Party Warranties and otherwise seek recourse thereto,
subject to the terms and conditions of the Third-Party Warranties. Neither
Landlord nor Tenant shall undertake any act or omission which would result in
any Third-Party Warranty being diminished, terminated or voided.

AGILENT TECHNOLOGIES LEASE/90 CENTRAL STREET, BOXBOROUGH; FINAL

(7)

3.5  Tenant's Work. Promptly following the Commencement Date, Tenant shall
perform Tenant's Work, at Tenant's sole cost and expense, but subject to
reimbursement by Landlord pursuant to Section 3.6 below of the Tenant
Improvement Allowance, in accordance with the provisions of the Work Letter.

3.6  Tenant Improvement Allowance. Tenant shall be entitled to receive the
Tenant Improvement Allowance specified in Article I hereof to reimburse Tenant
for the costs and expenses incurred in connection with the construction of
Tenant's Work other than so-called "Excluded Costs" defined below. The Tenant
Improvement Allowance shall be paid in two installments, the first of which
shall be paid at such time as at least fifty percent (50%) of Tenant's Work has
been substantially completed. Such portion of Tenant's Work shall be deemed
substantially completed when Tenant submits to Landlord (y) a letter from
Tenant's Architect stating that at least fifty percent (50%) of Tenant's Work
has been completed in substantial compliance with the Tenant's Plans, and (z)
reasonably detailed invoices (including all invoices and requisitions of all
contractors and subcontractors) or other reasonably satisfactory evidence of
costs incurred by Tenant in performance of the Tenant's Work (other than
Excluded Costs) together with lien releases in form and substance reasonably
satisfactory to Landlord from all suppliers of labor, materials or other
services for the portion of Tenant's Work performed to date. Upon substantial
completion of all of Tenant's Work, Tenant shall submit to Landlord the
following documentation in order to be eligible to receive the final
installment of the Tenant Improvement Allowance (the "Final TIA Installment"):
(i) a final permanent certificate of occupancy for the Premises, (ii) invoices
(including all invoices and requisitions of all contractors and subcontractors)
or other reasonably satisfactory evidence of costs incurred by Tenant in
performance of the Tenant's Work (other than the Excluded Costs), (iii) lien
releases in form and substance reasonably satisfactory to the Landlord from all
suppliers of labor, materials or other services, (iv) a final Certificate of
Substantial Completion from Tenant's Architect certifying to the completion of
the Tenant's Work in substantial compliance with the Tenant's Plans, and (v) a
complete set of Record Drawings, as defined in the Work Letter, for Tenant's
Work. Landlord shall have no obligation to pay any portion of the Tenant
Improvement Allowance if the Lease is terminated as a result of a Default
hereunder. Each installment of the Tenant Improvement Allowance shall be paid
to Tenant within thirty (30) days after receipt of all of the documentation
required herein. Notwithstanding the foregoing, if Tenant fails to obtain a
temporary or final certificate of occupancy permitting Tenant to legally occupy
the Premises as a result of a defect in Landlord's Work, but satisfies the
remainder of the foregoing requirements, Tenant shall be entitled to receive the
Tenant Improvement Allowance, and Tenant shall promptly obtain such certificate
of occupancy after Landlord cures such defect in accordance with Section 8.1
hereof. In addition, as to that portion of such delays occurring after the
Outside Completion Date, each day of delay between the date that Tenant is
denied such certificate of occupancy as a result of a defect in Landlord's Work
and the date that Tenant obtains a certificate of occupancy after Landlord cures
such defect shall be deemed a Landlord Delay for the purposes of determining the
Rent Commencement Date. If Landlord fails to timely pay the Tenant Improvement
Allowance in the manner set forth herein, Tenant shall give Landlord (and the
holder of any existing or future mortgage, deed of trust, overlease, or similar
instrument covering the Premises (each a "Mortgagee") of which Tenant has
received written notice) written notice of such failure, and if Landlord has not
paid the Tenant Improvement Allowance in accordance with this Section 3.6 within
thirty (30) days after receipt of such notice from Tenant and following the
giving of a second written notice by Tenant and Landlord's failure to cure
within five (5) days thereafter, interest shall accrue on such unpaid amount at
the rate of the "Prime Rate" plus four (4%) (the "Default Rate"), and, if there
remains any amounts unpaid by Landlord to Tenant hereunder after interest has
commenced to accrue for at least thirty (30) days and after Tenant gives a third
written notice to Landlord and its Mortgagee of whom Tenant has been provided
notice and Landlord fails to cure within a period of five (5) days thereafter,
then Tenant shall be entitled to offset the unreimbursed costs, together with
interest as aforesaid, against fifteen percent (15%) of the monthly Base Rent
due hereunder until the Tenant Improvement Allowance and all accrued interest
thereon shall have been reimbursed in full. For purposes hereof, the "Prime
Rate" shall mean the rate equal to the prime commercial rate from time to time
established by the Fleet National Bank, or its successor.

3.7  Excluded Costs. The Tenant Improvement Allowance shall, subject
to clause (c)(i) below, be applied only to the cost of that portion of Tenant's
Work performed by a general contractor and its subcontractors that results in
physical improvements to the Premises which are deemed fixtures once installed
(e.g. walls, ceilings, doors, floor & wall coverings, millwork, HVAC, plumbing
and electrical work). In no event shall Landlord be required to (a) apply any
unused portion of the Tenant Improvement Allowance toward Base Rent or
Additional Rent, (b) apply any unused portion of the Tenant Improvement
Allowance to changes to Tenant's Work

AGILENT TECHNOLOGIES LEASE/90 CENTRAL STREET, BOXBOROUGH; FINAL

(8)

after Landlord has paid the Final TIA Installment in accordance with Section 3.6
above or (c) provide any portion of the Improvement Allowance to reimburse
Tenant for the following (even if specifications for such items were included
in Tenant's Plans approved by Landlord): (i) architectural design and
engineering costs, construction/project management fees, consultant's fees or
other "soft" costs incurred in connection with planning changes in Tenant's
Work to the extent the aggregate of such costs exceeds $3.00 per square foot;
(ii) furniture, including the cost of installation and/or relocation, (iii)
telecommunications equipment, including the cost of installation and
cabling/wiring cost, (iv) computer equipment, including the cost of installation
and cabling/wiring cost, (v) artwork and miscellaneous decorations, (vi)
de-mountable or temporary partitions, (vii) laboratory, light manufacturing or
other trade fixtures; (viii) signs; (ix) supplemental HVAC systems and
equipment, generators or other equipment made a fixture to the Premises but to
be removed by Tenant at the end of the Lease; (x) other specialty improvements
which are unique to Tenant's business and may be removed by Tenant at the end of
the Term; and (xi) any portion of Tenant's Work performed by Tenant or a Tenant
Entity (the items listed in subsections (i) through (xi) collectively referred
to as the "Excluded Costs").

ARTICLE IV - TERM
-----------------

4.1  Term. Tenant shall have and hold the Premises for a term commencing on
the Commencement Date (plus any partial month after the Commencement Date if
the Commencement Date is not the first day of a calendar month) for the Term
unless sooner terminated as set forth in Sections 4.2 or Article XIV hereof or
extended pursuant to Section 4.3 hereof. Promptly after commencement of the
Term, Landlord and Tenant shall execute a commencement date memorandum in the
form attached hereto as Exhibit G. Tenant shall have access to the Premises
twenty-four (24) hours per day, seven (7) days per week throughout the Term and
any extension thereof, subject only to the terms of this Lease and the Work
Letter.

4.2  Early Termination Option. Notwithstanding anything to the contrary
contained herein, Tenant may, at its sole discretion, terminate this Lease
effective as of the last day of the seventh (7/th/) Lease Year (the "Early
Termination Date"), provided Tenant delivers written notice of such termination
not later than the last day of the sixth (6/th/) Lease Year and pays to
Landlord, not later than sixty (60) days prior to the Early Termination Date, a
termination fee in the amount of Four Million One Hundred Ninety Thousand and
No/l00 Dollars ($4,190,000). If Tenant timely exercises this early termination
option, pays the termination fee in full and otherwise performs all of its
obligations under this Lease, including without limitation payment of all Base
Rent and Additional Rent due through the Early Termination Date, and surrenders
the Premises in the condition required hereunder, then this Lease shall
terminate as of the Early Termination Date, and thereafter neither Tenant nor
Landlord shall have any further rights or obligations under this Lease, except
as otherwise expressly provided herein.

4.3  Extension Option. (a) Tenant shall have the Extension Option referred
to in Article I above, provided that (a) Tenant provides Landlord with written
notice of Tenant's interest in exercising such option at least three hundred
sixty-five (365) days prior to the expiration of the Term ("Tenant's Interest
Notice"), (b) no uncured Default (hereinafter defined) shall exist at the time
of Landlord's receipt of Tenant's Interest Notice, or at the commencement of the
Extension Period, and (c) the Tenant named in Article I above and/or a Tenant
Entity (hereinafter defined) then leases and occupies at least fifty percent
(50%) of the Premises. Except for the amount of Base Rent (which is to be
determined as hereinafter provided), all of the terms, covenants, conditions and
provisions set forth herein shall be applicable to the Extension Period. This
Extension Option, which is personal to the original Tenant specified in Article
I hereof or a Tenant Entity, may not be severed from this Lease or separately
sold, assigned, or otherwise transferred. Time is of the essence with respect to
this Section 4.3.

(b) If Tenant delivers Tenant's Interest Notice in the manner set forth
above, Landlord shall, within ten (10) business days of receipt of Tenant's
Interest Notice, notify Tenant in writing ("Landlord's Rent Notice") of its
determination of the fair market rent for the Premises for the Extension Period.
Landlord shall base its determination on comparable lease extensions for
comparable property in the area in which the Property is located, taking into
account all relevant factors including, without limitation, concessions then
being granted by landlords. The area in which the Property is located shall be
deemed to be the Route 495/Route 2 submarket, further defined as the Towns of
Acton, Boxborough, Westford and Littleton (the "Property Vicinity"). Landlord's
determination shall be based upon the Premises as improved, whether such
improvements were made by Landlord or Tenant. Notwithstanding the foregoing,
Base Rent during such Extension Period shall not be less than seventy-five

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(75%) percent of the Base Rent for the year immediately preceding the
commencement of such Extension Period. Tenant shall have twenty (20) days from
the date of said Landlord's Rent Notice to notify Landlord in writing ("Tenant's
Acceptance Notice") whether Tenant will exercise the Extension Option. If Tenant
does not deliver Tenant's Acceptance Notice within said twenty (20) day period,
then Tenant shall be deemed to have waived its right to such Extension Period
and shall have no further right to any extension option. If Tenant timely
delivers Tenant's Acceptance Notice, then Landlord's determination of fair
market rent shall be binding upon the parties hereto, unless Tenant's Acceptance
Notice includes a statement that Tenant does not accept Landlord's determination
of fair market rent and wishes to proceed to arbitration ("Tenant's Arbitration
Notice").

(c) In such event, within five (5) days after receipt by Landlord of
Tenant's Arbitration Notice, which includes a demand for arbitration, Tenant and
Landlord shall each notify the other, in writing, of their respective selections
of an appraiser (respectively, "Landlord's Appraiser" and "Tenant's Appraiser").
Landlord's Appraiser and Tenant's Appraiser shall then jointly select a third
appraiser (the "Third Appraiser"). All of the appraisers so selected shall be
individuals with at least five (5) year's commercial appraisal experience in the
area in which the Premises are located, shall be members of the Massachusetts
Appraisal Institute (M.A.I.), and, in the case of the Third Appraiser, shall not
have acted in any capacity for either Landlord or Tenant within five (5) years
of his or her selection. Said appraisers shall determine the fair market rent
for the Premises for the Extension Period in accordance with the requirements
and criteria set forth in the preceding paragraph, employing the method commonly
known as "Baseball Arbitration," whereby Landlord's Appraiser and Tenant's
Appraiser set forth their determination of fair market rent as defined above,
and the Third Appraiser must select between the two appraisals (it being
understood that the Third Appraiser shall be expressly prohibited from selecting
a compromise figure). The greater of seventy-five (75%) percent of Base Rent for
the year immediately preceding commencement of the Extension Period and the fair
market rent selected by the Third Appraiser shall be Base Rent for the Extension
Period. The Third Appraiser shall render a decision within twenty-five (25) days
after the selection of the Third Appraiser and said decision shall be binding on
both Landlord and Tenant. Each party shall bear the cost of its own appraiser.
The cost of the Third Appraiser shall be paid one-half by Landlord and one-half
by Tenant.

ARTICLE V - RENT
----------------

5.1  Base Rent. On or before the Rent Commencement Date, Tenant shall pay
to Landlord its first monthly installment of Base Rent, Building Expense Rent
(hereinafter defined) and Park Expense Rent (hereinafter defined), which shall
consist of Base Rent, Building Expense Rent, and Park Expense Rent for both the
first full month of the Term after the Rent Commencement Date and a pro rated
amount (on a per diem basis) of Base Rent, Building Expense Rent, and Park
Expense Rent for any partial month in which the Rent Commencement Date occurs.
Thereafter, Tenant shall pay Base Rent to Landlord monthly, in advance, not
later than the first day of each calendar month. Any other Additional Rent due
under the terms of this Lease shall be paid when due.

5.2  Additional Rent. (a) Tenant shall pay, as Additional Rent hereunder
Building Expense Rent (hereinafter defined), and its Pro Rata Share (hereinafter
defined) of Park Expenses (hereinafter defined) in accordance with the
provisions of this Section 5.2.

(b)  Definitions. For purposes hereof, the following terms shall have the
following definitions:

(i) "Building Expenses" shall be defined to include all costs of
operation, maintenance and repair of the Premises (each such service, a
"Building Service"), subject to Tenant's right to perform such services pursuant
to Section 8.2(b) hereof including without limitation the following: (1)
premiums for property insurance carried by Landlord with respect to the Premises
as detailed in Section 13.1(c) below; (2) compensation and all fringe benefits,
workers' compensation insurance premiums and payroll taxes paid by Landlord to,
for or with respect to a11 persons below the grade of property manager actually
engaged in the operating or maintaining of the Premises; (3) cost of building
and cleaning supplies, building supplies, and equipment; (4) cost of
maintenance, cleaning (including window cleaning, caulking and waterproofing)
and repairs (other than repairs for which Landlord has received reimbursement
from contractors under guaranties); (5) payments under service contracts with
independent contractors, including legal, accounting and other professional
fees, which contracts shall be at arm's length and at competitive rates; (6)
subject to the next succeeding sentence, any costs (including capital costs and

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financing charges) of improvements to the Premises that, based upon engineering
studies performed by Landlord, are designed to increase safety or reduce or
limit increases in Building Expenses, are required to comply with any law
imposed after the initial completion of the Premises; (7) the cost of performing
Landlord's maintenance obligations set forth in Section 8.1 hereof, (8) all
other reasonable or necessary expenses paid in connection with the operation,
maintenance, replacement and repair of the Premises and properly chargeable
against income, and (9) a fee for management services for the Park of not
greater than two percent (2%) of the net revenues received by Landlord from the
lease of the Premises. Any of the above services may be performed by Landlord or
its affiliates, provided that fees for the performance of such services shall be
reasonable and competitive with fees charged by unaffiliated entities for the
performance of such services in comparable buildings. If, during the Term of
this Lease, Landlord shall make capital improvements to the Premises pursuant to
subsection (6), (7) or (8) above, the total cost of which is not properly
includable in Building Expenses for the calendar year in which they were made,
there shall nevertheless be included in such Building Expenses for the calendar
year in which they were made and in Building Expenses for each succeeding
calendar year the annual charge-off of the costs of such capital improvements.
Annual charge-off shall be determined by dividing the original cost of the
capital improvements plus an interest factor, reasonably determined by Landlord,
as being the interest rate then being charged for long-term mortgages by
institutional leaders on like properties within the locality in which the
Premises is located, by the number of years of useful life of the capital
improvement (on a straight-line basis); and the useful life shall be determined
reasonably by Landlord in accordance with generally accepted accounting
principles and practices in effect at the time of making such capital
improvements, consistently applied. Notwithstanding the foregoing, Building
Expenses shall not include any Prohibited Expenses set forth on Exhibit H
attached hereto.

(ii) "Park Expenses" shall mean the aggregate costs or
expenses reasonably incurred by Landlord with respect to the operation,
administration, repair, maintenance and management of the Park (each such
service, a "Park Expense"), including, without limitation: (A) the cost of
services, utilities, materials and supplies furnished or used in the operation,
repair, maintenance, management, and protection of the Park Common Areas,
including without limitation, fees, if any, imposed upon Landlord, or charged to
the Park, by the state or municipality in which the Park is located on account
of the need of the Park for increased or augmented public safety services, and
also including all expenses directly related to employment of personnel below
the grade of property manager performing services in connection with the
operation, repair, maintenance, management and protection of the Park Common
Areas, and their respective mechanical systems, including, without limitation,
the waste water treatment system serving the Park; (B) the cost of replacements
for tools and other similar equipment used in the repair, maintenance, and
protection of the Park Common Areas, provided that, in the case of any such
equipment used jointly on other property of Landlord, such costs shall be
allocated among the buildings constituting the Park on a square footage basis;
(C) premiums for commercial general liability insurance with such coverages and
limits as shall from time to time be required by any person, firm or other
entity that it holds a mortgage or a ground lease which includes the Park; (D)
the costs of maintaining, repairing and replacing (if necessary) the common
monument sign for the Park; (E) subject to the next succeeding sentence, any
capital improvements made to the Park Common Areas that, based upon engineering
studies performed by Landlord, are designed to increase safety or reduce or
limit increases in Park Expenses; (F) costs for electricity, water and sewer use
charges, and other utilities supplied to the Park and not separately metered to
the buildings comprising the Park or the tenants thereof; and (G) all Taxes
(hereinafter defined) assessed against the Park; and, (H) amounts paid to
independent contractors for services, materials and supplies furnished for the
operation, repair, maintenance, and protection of the Premises and/or Park
Common Areas. Park Expenses shall not include any Prohibited Expenses,. If,
during the Term of this Lease, Landlord shall make capital improvements to the
Park Common Areas which are designed to increase safety or reduce or limit Park
Expenses, based upon engineering studies performed by Landlord, the total cost
of which is not properly includable in Park Expenses for the calendar year in
which they were made, there shall nevertheless be included in such Park Expenses
for the calendar year in which they were made and in Park Expenses for each
succeeding calendar year the annual charge-off of the costs of such capital
improvements. Annual charge-off shall be determined by dividing the original
cost of the capital improvements plus an interest factor, reasonably determined
by Landlord, as being the interest rate then being charged for long-term
mortgages by institutional leaders on like properties within the locality in
which the Park is located, by the number of years of useful life of the capital
improvement (on a straight-line basis); and the useful life shall be determined
reasonably by Landlord in accordance with generally accepted accounting
principles and practices in effect at the time of making such capital
improvements, consistently applied.

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(iv) "Pro Rata Share" shall be a fraction, the numerator of
which is the square footage of the Premises and the denominator of which is the
aggregate square footage of both buildings within the Park. Tenant's Pro Rata
Share of Park Expenses shall not change unless the square footage of the
Premises or the Park is changed by a duly executed written amendment to this
Lease.

(v)  "Taxes" shall mean all real estate taxes, betterments,
assessments, sales or use taxes, and other public charges on or relating to the
Park including, without limitation, the Premises, other improvements, land and
personalty, taxes on rentals, and taxes in addition to or in lieu of existing
taxes, foreseen and unforeseen, ordinary and extraordinary, and all reasonable
costs related to actual attempts to secure a refund or abatement, less the
amount of any refund or abatement so obtained. "Taxes" shall not include
interest, late fees, or penalty charges payable by Landlord nor inheritance,
succession, estate, franchise, excise, transfer, income, or succession taxes, or
so-called linkage payments; provided however, that if at any time during the
Term the present system of ad valorem taxation of real property shall be changed
so that as a substitute for, or in addition to, the whole or any part of the ad
valorem tax on real property, there shall be assessed on Landlord any tax
including a capital levy or other tax on the gross rents received with respect
to the Park, or a federal, state, county, municipal, or other local income,
franchise, excise or similar tax, assessment, levy or charge (distinct from any
now in effect in the jurisdiction in which the Park is located), and whether or
not now customary or in the contemplation of the parties, measured by or based,
in whole or in part, upon any such gross rents, then any and all of such taxes,
assessments, levies or charges, to the extent so measured or based, shall be
deemed to be included within the term "Taxes". Notwithstanding anything to the
contrary contained herein, Landlord agrees that to the extent permitted by the
taxing authority, it shall elect to pay betterments or assessments over the
longest period allowed by law.

(c)    Payment of Building Expense Rent and Park Expense Rent.
Building Expense Rent and Park Expense Rent shall be paid to Landlord monthly at
the same time and in the same manner as Base Rent is paid in the amount which
Landlord estimates, from time to time, but no more often than annually will
represent Tenant's required payments of Building Expense Rent and Park Expense
Rent. Landlord shall deliver to Tenant (i) a reasonably detailed statement
showing the actual Building Expenses and Park Expenses for the prior calendar
year (the "Expense Statement"), (ii) tax statements from the taxing authorities
covering all tax parcels comprising the Park, and (iii) a calculation showing
the actual amount of Building Expense Rent and Park Expense Rent owed by Tenant,
within ninety (90) days of the end of each calendar year (provided Landlord's
failure to so notify Tenant shall not reduce Tenant's liability when such notice
is issued, except if Landlord fails to include any item of Building Expenses or
Park Expenses (as the case may be) on the Expense Statement for two (2) Lease
Years or otherwise within two (2) years after the end of the calendar year in
which such expense was incurred, Tenant shall have no obligation to reimburse
Landlord for said item of Building Expenses or Park Expenses), and any excess
paid by Tenant shall be applied to Tenant's next Building Expense Rent or Park
Expense Rent payment (as the case may be) or reimbursed within thirty (30) days
of such determination at the end of the Term, and any deficiency shall be paid
within thirty (30) days of such notice. Building Expense Rent and Park Expense
Rent shall be pro rated on a per diem basis for any partial month during the
Term hereof.

(d)    Right to Contest Taxes. Notwithstanding anything to the
contrary herein contained, if Tenant deems that any portion of Taxes included
within Park Expense Rent is excessive or illegal, Tenant shall have the right to
contest such tax by appropriate legal or administrative proceeding, provided
Tenant shall not withhold payment of any component of Park Expense Rent as a
result of such dispute but shall pay the same to Landlord under protest. Any
contest, whether before or after payment, may be made in the name of Landlord or
Tenant or both as Tenant shall determine, but if Landlord is at such time
contesting such taxes, Tenant's rights shall only be to join with Landlord in
such action or proceeding. If requested by Tenant, Landlord shall participate
actively in any such contest (but only if all expenses and costs incurred or
suffered by Landlord, including without limitation fees of attorneys and/or
accountants, shall be paid by Tenant), but Tenant shall be entitled to any
refund of any such tax, assessment or charge or penalty or interest thereon
which may have been paid by Tenant, or by Landlord and reimbursed by Tenant to
Landlord.

(e)    Tenant's Audit Right. Provided (1) there is no uncured Default
hereunder, and (2) Tenant has paid the Building Expense Rent and Tenant's Pro
Rata Share of the Park Expense Rent in question, Tenant shall have the right,
exercisable not more than once each Lease Year, to examine Landlord's books and
records relating to the prior Lease Year only with respect to both Park
Expenses and Building Expenses. Such examination shall be

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performed (i) at Landlord's office, (ii) at Tenant's sole cost and expense,
(iii) upon prior reasonable written notice, (iv) during normal business hours,
and (v) within one hundred twenty (120) days after receipt of the Expense
Statement or supplementary invoices or notices, as the case may be. In the event
Tenant's examination reveals a discrepancy, Tenant shall notify Landlord of such
discrepancy in writing, and, if such discrepancy is mutually agreed upon,
Landlord shall within thirty (30) days of such determination, reimburse Tenant
for the amount of any overpayment. If Tenant so notifies Landlord of a
discrepancy and such discrepancy is not mutually agreed upon within sixty (60)
days after Landlord's receipt of Tenant's written notice thereof, either party
may refer such dispute to arbitration pursuant to Section 5.2(g) below by
sending the other party written notice of arbitration (the "Arbitration
Notice"), which notice shall contain a detailed list of each item in dispute and
the reason(s) for such dispute within said sixty (60) day period.. If Tenant's
examination of Landlord's books and records reveals an overcharge of more than
five percent (5%), Landlord shall, within thirty (30) days after receipt of a
written invoice, reimburse Tenant for the reasonable costs of such audit. In
conducting such audit, Tenant must use an independent certified public
accountant experienced in auditing operating costs, which accountant shall be
paid on an hourly basis (and not on a contingency or success fee basis). Such
audit shall be conducted in accordance with generally accepted rules of auditing
practices.

Supplementing Tenant's right to audit pursuant to the terms and
limitations set forth herein, Tenant shall not be entitled to audit Landlord's
books and records that apply to any prior Expense Statement or to any calendar
year other than the year covered by the most recent Expense Statement delivered
to Tenant unless Landlord and Tenant agreed upon the discrepancy alleged by
Tenant or, if such discrepancy was settled by arbitration pursuant to Section
5.2(g) below, Tenant was the prevailing party in whole or in material part in
such arbitration, and then solely Tenant's additional audit rights shall apply
solely to: (i) for the year immediately preceding the calendar year for which
Tenant prevailed in such audit (the "Prior Year"); and (ii) the same specific
item that was the subject of the previous audit in which Tenant prevailed, but
in no event shall Tenant be entitled to audit Landlord's books and records with
respect to Building Expenses or Park Expenses for any period prior to the Prior
Year. In addition, once having conducted an audit of Landlord's books and
records with respect to a specific item in any year, Tenant shall have no right
to conduct another audit of the same specific item for such year.

This audit right is personal to the Tenant specified in Article I
hereof or a Tenant Entity and is not otherwise transferable.

(f) Arbitration. Any arbitration requested by either party pursuant to
the specific provisions of Section 5.2(f) of the Lease, shall be governed by the
rules and procedures of the American Arbitration Association, as modified by
this Section 5.2(g). Unless otherwise agreed upon by the parties, the
arbitration shall be held in Boston, Massachusetts. Within thirty (30) days
after delivery of the Arbitration Notice, the parties shall each appoint one
certified public accountant licensed and with not less than ten (10) years'
continuous accounting experience in the Commonwealth of Massachusetts ending not
more than ten (10) years prior to the date of the Arbitration Notice. Within ten
days after such appointment and notice, such accoutants shall appoint a third
person (together with the first two accountants, collectively, "Arbitration
Panel") who is also an accountant meeting the requirements of this Section
5,2(g). In the event that any party fails to timely designate an accountant,
such dispute shall automatically be deemed resolved against such party. The
Arbitration Panel shall have no authority to change, add to, or subtract from
the Lease. The Arbitration Panel shall not have the power to assess or award
punitive or exemplary damages. All aspects of this arbitration provision shall
be interpreted in accordance with, and the Arbitration Panel shall apply and be
bound to follow, Massachusetts substantive law. A hearing record shall be kept
if either party so elects and the requesting party shall bear the expense of
such record. The Arbitration Panel shall execute and acknowledge a binding award
in writing, including factual findings and the reasons on which the award is
based, and cause a copy of the award to be simultaneously delivered to both
parties. The costs of such arbitration (if any) shall be paid to the prevailing
party in the arbitration if and to the extent awarded by the Arbitration Panel.
The pendency of determination by an arbitration proceeding pursuant to this
Section 5.2(g) shall not operate to relieve any party from its obligations
under this Lease. Other than any action necessary to enforce the award of the
Arbitration Panel, the parties agree that the provisions of this Section 5.2(g)
are a complete defense in any court or before any administrative tribunal with
respect to any dispute, controversy, or claim arising under or in connection
with Section 5.2(f) of this Lease. If a court proceeding to stay litigation or
compel arbitration is necessary, the party who unsuccessfully opposes such
proceedings shall pay all associated costs, expenses, and attorneys' fees which
are reasonably incurred by the other party.

AGILENT TECHNOLOGIES LEASE/90 CENTRAL STREET, BOXBOROUGH; FINAL

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NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES"
PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY MASSACHUSETTS LAW AND
YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN
A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE PROVIDED BELOW YOU ARE GIVING
UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE
SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE
TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED
TO ARBITRATE UNDER THE AUTHORITY OF THE MASSACHUSETTS CODE OF CIVIL PROCEDURE.
YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES
ARISING OUT OF THE MATTERS INCLUDED IN SECTION 5.2(f) OF THIS LEASE TO NEUTRAL
ARBITRATION.

__________________                             ___________________
INITIALS                                        INITIALS

5.3    Payments. Tenant shall pay all Base Rent, Additional Rent and
costs of every kind relating to the Premises without notice, demand, setoff,
deduction, counterclaim, defense or abatement, except as specifically provided
in the Lease.

5.4    Security Deposit. Intentionally Omitted.

5.5    Late Payments. Because actual damages resulting from late payments
and dishonored checks are difficult to determine, if more than once in any Lease
Year, (i) Base Rent and/or any Additional Rent is not received by Landlord or
otherwise paid by the due date, or (ii) Tenant's check is not honored, Landlord
may charge interest from the date on which the grace period set forth in Section
15.1 expires, if applicable, or from the due date if such grace period is not
applicable, at the Default Rate on all amounts not paid or received by Landlord.
If late payment by Tenant occurs during more than two (2) consecutive months or
more than five (5) times in the aggregate during the initial Lease Term,
Landlord may in its sole discretion apply a late charge of five percent (5%) of
all then-delinquent and any future delinquent amounts due hereunder.

5.6    Early Occupancy. Notwithstanding the fact that Tenant's obligation
to pay Base Rent, Building Expense Rent and Park Expense Rent shall not commence
until the Rent Commencement Date, all other obligations hereunder (including
Tenant's obligation to pay utilities, electricity and the like and to insure the
Premises) shall commence upon the earlier of (i) the date that Tenant commences
Tenant's Work, or (ii) the Commencement Date.

ARTICLE VI - UTILITIES
----------------------

6.1.   Utilities. Landlord shall provide connections for water, sewer,
telephone, cable, gas, electricity and other utilities to be used at or in
connection with the Premises as part of Landlord's Work. In addition to common
utilities payable by Tenant as part of Park Expense Rent, Tenant shall make all
arrangements for and pay all charges for utility services to the Premises. With
respect to connection or "hook up" charges imposed by any public utility
company, municipality, or other governmental agency, Landlord shall pay all such
charges which pertain to the connection of the building shell to the
distribution system of such utility, municipality, or governmental agency.
Tenant shall pay all such charges which pertain to (i) Tenant's specific use of
the Premises (including, without limitation, deposits required to commence
utility service), and (ii) the connection of the interior tenant improvements
and/or equipment and fixtures installed by or on behalf Tenant to the utility
service.

6.2    Interruption of Utilities. Landlord shall not be liable to Tenant
for interruption or curtailment of any service unless caused by the negligence
or willful misconduct of Landlord or Landlord's Affiliates, or by defects in
design of the utility connections provided by Landlord during the period of the
Limited Warranty. Landlord shall use reasonable, good faith efforts to restore
any interrupted service actually provided by Landlord as

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promptly as reasonable possible and to minimize interference with Tenant's
business. Any such interruption or curtailment shall not constitute constructive
eviction or grounds for rental abatement. Notwithstanding the foregoing, if such
interruption (a) is caused solely by the willful misconduct or negligent acts or
omissions of Landlord or Landlord's Affiliates, and (b) renders the Premises
untenantable, or any portion thereof inaccessible by Tenant, or makes it
impracticable for Tenant to conduct its business in the Premises, each in
Tenant's reasonable judgement, then, if such interruption continues for a period
of five (5) consecutive days after reasonably detailed written notice thereof
from Tenant to Landlord, then the Base Rent and Additional Rent shall be
proportionately abated for each successive day such interruption or cessation
continues based upon that certain portion of the Premises that are affected by
such interruption (other than for reasons of casualty or eminent domain as to
which the provisions of Article XIV shall govern). In addition, in the event
that any such interruption or cessation shall continue for more than ninety (90)
successive days, after reasonably detailed written notice thereof from Tenant to
Landlord, then Tenant shall have the right to terminate this Lease by giving
written notice to Landlord and its Mortgagee(s) (of which Tenant has received
written notice) of such cancellation, provided that at least ten (10) days prior
written notice to Landlord and thirty (30) days prior written notice to
Landlord's Mortgagee has been given (which such notice may be given prior to or
after the expiration of said ninety (90) day period), unless within such ten
(10) day period Landlord repairs or restores such interruption as herein
required, in which event such notice of cancellation from Tenant shall be
rendered null and void and of no further force or effect. For purposes of this
Section, Landlord and Tenant hereby acknowledge and agree that if the Premises
(or any portion thereof) is rendered inaccessible by elevator, but accessible by
stairway(s), then the Premises (or such portion) will not be deemed
"inaccessible" for the purposes hereof..

ARTICLE VII - TRIPLE NET LEASE
------------------------------

7.1    Triple Net Lease. It is intended that this Lease shall be a
"triple net lease," and that the Base Rent and Additional Rent to be paid
hereunder by Tenant will be received by Landlord without any deduction or offset
whatsoever by Tenant, foreseeable or unforeseeable, except as specifically set
forth herein. Except as expressly provided to the contrary in this Lease,
Landlord shall not be required to make any expenditure, incur any obligation, or
incur any liability of any kind whatsoever in connection with this Lease or the
ownership, construction (except to the extent specifically agreed to by Landlord
as set forth in the Work Letter), maintenance, operation or repair of the
Premises, the Property or the Park.

AGILENT TECHNOLOGIES LEASE/90 CENTRAL STREET, BOXBOROUGH; FINAL

(15)

ARTICLE VIII - REPAIR AND MAINTENANCE
-------------------------------------

8.1     Landlord's Maintenance Obligations. (a) Landlord shall, subject
to reimbursement by Tenant pursuant tO Section 5.2 hereof and subject to the
following sentence, (i) repair, maintain and replace (as necessary) all portions
of Landlord's Work, including without limitation, any damage to the structural
portions of the roof, the roof membrane, foundation, exterior walls, and
load-bearing portions of walls (excluding wall coverings, painting, glass and
doors) of the Premises, provided Tenant has not breached its covenants set forth
in this Lease, (ii) provide janitorial service to the Premises consistent with
such services provided to comparable first-class office parks in the Property
Vicinity, (iii) procure and maintain regularly scheduled preventive
maintenance/service contracts servicing the elevators, all hot water and heating
and air conditioning systems and equipment ("HVAC") in the Premises and the fire
detection and sprinkler system, and (iv) maintain the Park Common Areas in good
order and repair. Notwithstanding the foregoing sentence, Landlord shall not be
required to make any repair resulting from or relating to (u) any alteration or
modification to the Premises or to mechanical equipment within the Premises
performed by, for or because of Tenant or to special equipment or systems
installed by, for or because of Tenant, (v) the installation, use or operation
of Tenant's property, fixtures and equipment, (w) the moving of Tenant's
property in or out of the Premises, (x) Tenant's use or occupancy of the
Premises in violation of Section 9.1(a) of this Lease, (y) the negligent or
willful acts or omissions of Tenant or Tenant's Affiliates, and (z) fire and
other casualty or condemnation, except as provided by Article XIV of this Lease.
To the extent any portion of the Premises to be maintained by Landlord pursuant
to this Section 8.1 is damaged as a result of the negligent act or omission
of Tenant or any of Tenant's Affiliates, or a breach by Tenant of its
obligations under this Lease, then such repair shall be at Tenant's sole
expense.

(b) Landlord shall have no obligation to make repairs under this Section
8.1 until a reasonable time after receipt of written notice from Tenant or
Landlord's actual notice of the need for such repairs, except in case of
emergencies in which case Landlord shall immediately commence such repairs after
receipt of actual notice of the need therefor. Tenant waives any right to repair
the Premises at Landlord's expense under any applicable Laws now or hereafter in
effect which might otherwise apply, except as set forth in Section 8.l(c) below.

(c) If Landlord fails to perform any of Landlord's obligations under this
Section 8.1, and such failure materially interferes with Tenant's use of the
Premises, such that the Premises or a substantial portion thereof are rendered
inaccessible or unusable for the Permitted Use, it being understood that this
Section 8.1(c) is not intended to cover ordinary or routine maintenance, Tenant
shall have the right, but not the obligation, to perform any of such covenants
for the account of Landlord after giving Landlord (and its Mortgagee of which
Tenant has received written notice) thirty (30) days' prior written notice of
Tenant's intention to do so and provided that Landlord has not commenced and
diligently pursued the same to completion within such thirty (30) day notice
period and following the giving of an additional written notice to Landlord and
its Mortgagee and the expiration of an additional cure period of five (5) days.
If Tenant shall undertake such performance, Landlord shall reimburse Tenant for
all costs and expenses reasonably incurred by Tenant in connection with such
performance ("Self-Help Costs") within thirty (30) days after receipt of an
invoice therefor from Tenant (together with any back-up documentation reasonably
requested by Landlord), together with interest at Default Rate, until paid in
full by Landlord. If there remains any amounts unpaid by Landlord to Tenant
hereunder after interest has commenced to accrue for at least thirty (30) days
and Landlord fails to reimburse Tenant within five (5) days after Tenant gives
Landlord a second written notice and its Mortgagee of whom Tenant has been
provided notice, then Tenant shall be entitled to offset the unreimbursed costs,
together with interest as aforesaid, against fifteen percent (15%) of the
monthly Base Rent due hereunder until Tenant has been reimbursed in full.

8.2    Tenant's Maintenance Obligations. (a) Except for the portions of
the Premises expressly required to be maintained by Landlord under Section 8.1
above and subject to the Limited Warranties and Third-Party Warranties, Tenant,
at Tenant's sole cost and expense, shall maintain the Premises in good order,
condition and repair. Notwithstanding any contrary provision of this Section
8.2, Tenant shall have no obligation to repair items damaged as a result of the
negligent or willful acts or omissions of Landlord or Landlord's Affiliates.

(b) Tenant's Right to Perform Building Services. It is hereby further
acknowledged and agreed that Tenant may, during the Term hereof and upon at
least thirty (30) days advance written notice to Landlord, and subject to the
expiration or earlier termination by Landlord at Tenant's request where possible
of any applicable

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(16)

service agreements to which Landlord or the Premises are bound or to the payment
by Tenant of any cancellation fees thereunder, elect to assume responsibility
for or contract directly with an independent third party for all janitorial,
building systems repair and maintenance by qualified employees according to
manufacturers' specifications, or similar services which were originally
provided by Landlord. Notwithstanding the foregoing, Tenant shall have no right
to perform Park Services. If Tenant so elects, the associated Building Expenses
shall be reduced accordingly; provided, however, that such services contracted
for by Tenant shall at all times be consistent with the level and quality of
services previously furnished by or on behalf of Landlord, and that Landlord
reasonably approves such supplier of services in advance and in writing. In the
event of Tenant's failure to meet the level and quality of services required
hereunder (i.e. comparable to or better than the level and quality of services
originally provided by Landlord), then Landlord shall have the right to resume
furnishing such services in the event that Tenant fails to increase the level of
services to such level required by Landlord hereunder within thirty (30) days
after written notice from Landlord. In connection therewith, the parties hereto
agree to execute a lease amendment in form and substance reasonably acceptable
to both parties in order to effectuate the foregoing provisions.

ARTICLE IX- TENANT'S COVENANTS

9.1  Tenant's Covenants. In addition to Tenant's other covenants hereunder,
Tenant shall, at its expense:

(a) use the Premises solely for the Permitted Use, and for no other
purpose; procure and maintain and comply with all required licenses and permits;
and not use the Premises in violation of any laws, ordinances, orders, rules or
regulations of any public authority (collectively, "Laws") or of any insurer,
Board of Fire Underwriters, or similar insurance rating bureau having
jurisdiction over the Premises, including without limitation, the State Premises
Code and the Americans With Disabilities Act of 1990, as amended, and any and
all regulations promulgated thereunder (collectively, "Insurance Regulations"),
or in a manner which may be injurious to or adversely affect the general
character of the Premises or the Premises and not conduct any auction,
bankruptcy or similar sale thereon, except Tenant's obligation to obtain
required licenses and permits shall be waived to the extent Tenant's failure to
do so is a result of a defect in Landlord's Work, provided Tenant shall promptly
obtain any such permit or license following Landlord's cure of such defect in
accordance with Section 8.1 hereof;

(b) pay, as they become due, all taxes imposed upon or relating to
Tenant's business and Tenant's personal property;

(c) not act in any manner which prevents Landlord or Tenant from
obtaining, or makes void or voidable, any insurance, or if the same creates
extra premiums for or increases the rate of, insurance, Tenant will pay the
increased cost upon demand;

(d) comply with all applicable mandatory energy conservation controls
and requirements imposed or instituted by federal, state or local governments or
by the applicable utility provider including controls on the permitted range of
temperature settings and requirements necessitating curtailment of the volume of
energy consumption or the hours of operation;

(e) not place a load upon the Premises floor which exceeds the weight
of permissible live load per square foot of floor area (partitions shall be
considered as part of the live load) without Landlord's prior consent, which
shall not be unreasonably withheld, conditioned or delayed. Landlord reserves
the right to prescribe the weight and position of all safes, files and heavy
equipment which Tenant desires to place in the Premises so as properly to
distribute the weight thereof. Tenant's business machines and mechanical
equipment which cause vibration that may be transmitted to the Premises
structure shall be so installed, maintained and used by Tenant, at Tenant's
expense, so as to eliminate such vibration. Tenant shall pay the cost of all
structural engineering required to determine structural load and all acoustical
engineering required to address any vibration to the Premises stucture caused by
Tenant;

AGILENT TECHNOLOGIES LEASE/90 CENTRAL STREET, BOXBOROUGH; FINAL

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(f) notwithstanding any permitted use inserted in Article I, not use
the Premises for any purpose which would violate the certificate of occupancy
for the Premises, any conditional use permit or variance applicable to the
Premises or violate any covenants, conditions or other restrictions applicable
to the Park (including, without limitation, the Declaration), now in effect or
which may hereafter come into effect, whether or not they reflect a change in
policy from that now existing, during the Term or any part of the Term hereof,
relating in any manner to the Premises or the Park and the occupation and use by
Tenant thereof; and

(g) cause any Transferee (defined below) to comply with all the terms
and conditions of the Lease.

ARTICLE X-ASSIGNMENT AND SUBLETTING

10.1 Assignment and Subletting

(a) Tenant shall not assign, sublet, mortgage, license, transfer or
encumber this Lease of the Premises in whole or in part whether by changes in
the ownership or control of any entity which is Tenant, or any direct or
indirect owner of Tenant, whether at one time or at intervals, by sale or
transfer of stock, partnership or beneficial interests, operation of law or
otherwise (each, a "Transfer"), and any purported Transfer shall be void and
confer no rights upon any third person, provided that if there is a Transfer and
a continuing Default, Landlord may collect rent from the transferee without
either waiving the prohibition against Transfers, accepting the transferee, or
releasing Tenant from full performance under this Lease, and Landlord shall have
the right to terminate this Lease upon thirty (30) days' written notice within
sixty (60) days after written notice from Tenant to Landlord of any Transfer, or
within one (1) year after Landlord first learns of the Transfer if no notice is
given.

(b) Notwithstanding Section 10.1(a) above, Tenant may, without
Landlord's consent, assign this Lease or sublet the entirety of the Premises, or
any portion thereof, to any parent, subsidiary, affiliate, or entity into which
Tenant has been merged or consolidated or which acquires all or substantially
all of Tenant's assets (each, a "Tenant Entity", and each a "Permitted
Transfer"), provided that (i) at the time of such Permitted Transfer, there is
no Default under any of the terms and conditions of this Lease, (ii) notice of
such transfer shall have been delivered to Landlord as soon as practicable but
in any event within ten (10) days of the effective date of the Permitted
Transfer, (iii) the Tenant Entity shall agree directly with Landlord, by written
instrument in form reasonably satisfactory to Landlord, to be bound by all of
the obligations of Tenant under this Lease, (iv) subject to the following
sentence, the Tenant Entity has a tangible net worth computed in accordance with
generally accepted accounting principles at least equal to $50,000,000, as
evidenced by annual financial statements provided to Landlord by Tenant's
independent certified public accountants, as determined utilizing generally
accepted accounting principles, consistently applied, (v) Tenant shall remain
fully and primarily liable hereunder, and (vi) no such assignment or sublet
shall affect the Permitted Use. Notwithstanding the foregoing, it shall not be
reasonable for Landlord to withhold consent to a proposed assignment or sublease
if the Tenant Entity is an affiliate or subsidiary of Tenant which does not
satisfy the net worth test set forth in (iv) above, if and only if, the Tenant
Entity satisfies the other conditions set forth in this paragraph, is of sound
financial condition, and is of a character and business reputation consistent
with the character of the Premises as a first class building used for the
Permitted Use.

(c) In addition, and notwithstanding Section 10.1(a) above, with
respect only to a proposed assignment or sublease to an entity other than a
Tenant Entity, Landlord agrees not to unreasonably withhold, condition or delay
its consent to same, provided that it shall be reasonable for Landlord to
withhold its consent if (i) in the reasonable business judgement of Landlord,
the proposed assignee or sublessee cannot satisfactorily demonstrate the ability
to meet its financial obligations, including those set forth in the proposed
assignment or sublease document; (ii) the proposed use would differ materially
from the Permitted Use; (iii) the business reputation of the proposed
sublessee/assignee is not reasonably satisfactory to Landlord; (iv) said
sublessee/assignee will disproportionately utilize the Park Common Areas, or (v)
the proposed assignee/sublessee is a tenant or subtenant of the Park and
Landlord has comparable space available for lease to such subtenant or tenant in
the Park.

(d) In the event Tenant desires to enter into such an assignment or
sublease to a party other than a Tenant Entity, Tenant shall notify Landlord in
writing of Tenant's intent, the proposed effective date of such assignment or
sublease, the terms and conditions of same (including all rent and other
consideration to be paid by

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the proposed transferee), and shall request Landlord's consent thereto. Upon
Landlord's request, Tenant shall provide Landlord with additional reasonable
information in connection with said assignment or sublease. Landlord shall
respond to Tenant's request within thirty (30) days after receipt thereof.

If Landlord consents in writing to such an assignment or sublet, such
consent shall be deemed conditioned upon Tenant's compliance with the following
provisions and the failure to so comply shall be deemed to give Landlord
reasonable cause for withholding or withdrawing its consent:

(i)   At the time of such assignment or sublease, this Lease must be
in full force and effect without any Default hereunder on the part of Tenant;

(ii)  The assignee or sublessee shall assume, by written recordable
instrument, in form and content reasonably satisfactory to Landlord, the due
performance of all Tenant's obligations under this Lease, including any accrued
obligations at the time of the assignment or sublease;

(iii) A copy of the assignment or sublease instrument and the original
assumption agreement (both in form and content reasonably satisfactory to
Landlord) fully executed and acknowledged by the transferee, together with a
certified copy of a properly executed corporate resolution authorizing such
assumption agreement, shall be received by Landlord within ten (10) days from
the effective date of such assignment or sublease;

(iv)  Such assignment or sublease shall be upon and subject to all the
provisions, terms, covenants and conditions of this Lease including, but without
limitation, the Permitted Use and Tenant (and any transferees and guarantor(s)
of this Lease) shall continue to be and remain primarily and unconditionally
liable hereunder;

(v)   Unless Landlord terminates the Lease in accordance with Section
10.1(e) below, Tenant shall reimburse Landlord for Landlord's attorneys' fees
for examination of and/or preparation of any documents in connection with such
assignment or subletting up to $1,500 per request; and

(vi)  Tenant shall, within thirty (30) days of receipt thereof, pay to
Landlord seventy-five (75%) percent of any rent, sum or other consideration to
be paid or given in connection with such assignment or sublease, either
initially or over time, in excess of the Base Rent and/or Additional Rent and/or
other charges to be paid under this Lease ("Sublease Profits"), as if such
amount were originally called for by the terms of this Lease as Additional Rent;
provided Tenant may first deduct from the amount owed to Landlord all reasonable
and customary expenses directly incurred by Tenant which are attributable to the
Transfer, including, without limitation, reasonable legal fees and brokerage
commissions paid by Tenant in connection with the assignment or sublease.

(e)   If Tenant requests Landlord's consent to a sublease of more than
fifty percent (50%) of the Premises, or to assign this Lease to any entity other
than to a Tenant Entity, as an alternative to Landlord's consent (but without
being so obliged), Landlord, at its option, shall have the right within thirty
(30) days of Tenant's request for such consent, to give notice in writing to
Tenant of its intention to terminate this Lease as to the space identified in
Tenant's request for consent, effective as of the commencement date of the
proposed Transfer, and Base Rent and Additional Rent shall be pro rated on a
square footage basis and shall be reduced accordingly for the remainder of the
Term. Notwithstanding the foregoing, if Landlord notifies Tenant that it intends
to terminate the Lease, Tenant shall have the right, for a period of thirty (30)
days following receipt of Landlord's notice of its intention to terminate, to
withdraw its request for Landlord's consent and this Lease shall thereafter
continue to remain in full force and effect without modification as originally
called for in this Section 10.1(e).

(f)   Notwithstanding anything to the contrary contained herein,
during the first two (2) Lease Years of the Term and provided Tenant has not
previously Transferred more than twenty-five percent (25%) of floors one and two
of the Premises, Landlord agrees not to unreasonably withhold, condition or
delay its consent to any proposed sublease(s) of the balance of the Premises,
provided, in Landlord's reasonable judgment, the business of each proposed
subtenant and its use of the proposed subleased premises shall: (A) be
consistent with the Permitted Use; (B) in Landlord's good faith judgement, be in
keeping with the standards of the Park; and (C) not violate any "exclusive use"
right or other similar restriction theretofore granted to or in favor of any
other tenant or

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occupant of the Park by Landlord or any affiliate of Landlord, and further
provided that the Tenant will not have transferred, more than twenty-five
percent (25%) of floors one and two of the Premises after the effective date of
such proposed subleases. If Landlord consents to any sublease pursuant to this
subsection (Q Tenant shall not be required to pay any Sublease Profits to
Landlord during Lease Years one and two, and Landlord shall have no right to
terminate the Lease pursuant to subsection (e) hereof in connection therewith.
If the term, as may be extended, of any sublease approved under this Section
10.1(f) expires after the end of the second Lease Year, Landlord shall be
entitled to Sublease Profits as set forth in Section lO.l(d)(vi) above with
respect to such sublease from and after the end of the second Lease Year.

ARTICLE XI-ENVIRONMENTAL
------------------------

11.1 Environmental Covenants.
-----------------------

(a) Definition. As used in this Lease, the term "Hazardous Material"
means any flammable items, explosives, radioactive materials, hazardous or toxic
substances, material or waste or related materials, including any substances
defined as or including in the definition of "hazardous substances", "hazardous
wastes", "infectious wastes", "hazardous materials" or "toxic substances" now or
subsequently regulated under any federal, state or local laws, regulations or
ordinances including, without limitation, oil, petroleum-based products, paints,
solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonia
compounds and other chemical products, asbestos, PCBs and similar compounds, and
including any different products and materials which arc subsequently found to
have adverse effects on the environment or the health and safety of persons. The
term "Hazardous Materials Laws" shall mean, without limitation, each and every
law, rule, order, statute or regulation described above in this Section,
together with (i) any amendments thereto or regulations promulgated thereunder,
and (ii) any other laws pertaining to the protection of the environment or
governing the use, release, storage, generation or disposal of Hazardous
Materials, whether now or existing or hereafter enacted or promulgated.

(b)  General Prohibition. Tenant shall not cause (or permit Tenant's
Affiliates to cause) any Hazardous Material to be generated, produced, brought
upon, used, stored, treated, discharged, released, spilled or disposed of on,
in, under or about the Premises, Premises, or Property. Notwithstanding the
foregoing, Tenant may use modest amounts of cleaning solvents and other such
products typically used in connection with Tenant's business operations,
provided that, if usage of any such material exceeds one (1) gallon in any one
instance, Tenant informs Landlord in writing of the type and amounts of any such
Hazardous Materials, and may also use those substances and materials set forth
on Exhibit J attached hereto, provided that any such use and storage shall at
all times be in compliance with all applicable Hazardous Materials Laws.
Landlord agrees that neither Landlord, nor its agents, employees or contractors,
shall cause or permit any Hazardous Materials to be brought upon, kept, or used
in or about the Park except in accordance with Hazardous Materials Laws. If
Landlord receives notice from any governmental agency or entity having
jurisdiction over the Premises, Property or Park, that there exists on the
Premises, Property or Park any adverse condition in violation of any Hazardous
Materials Laws, and such condition was caused by any act or omission of
Landlord, its agents, contractors or employees, Landlord shall promptly take any
and all steps necessary to remediate the same to the standard mandated by
applicable governmental authority. Landlord shall use reasonable efforts to
prevent other tenants from bringing, keeping or using Hazardous Materials in or
about the Park.

(c) Notice In the event that Hazardous Materials are discovered upon,
in, or under the Premises, or Property, and any governmental agency or entity
having jurisdiction over the, Premises or Property requires the removal of such
Hazardous Materials, Tenant shall be responsible for removing those Hazardous
Materials which it introduced to the Premises or Property, as the case may be,
by Tenant or Tenant's Affiliates. Notwithstanding the foregoing, Tenant shall
not take any remedial action without first notifying Landlord of Tenant's
intention to do so and affording Landlord the opportunity to protect Landlord's
interest with respect thereto. Promptly after Tenant's knowledge thereof, Tenant
shall notify Landlord in writing of: (i) any spill, release, discharge or
disposal of any Hazardous Material in, on or under the Premises, or any portion
thereof, (ii) any notice, enforcement, clean-up, removal or other governmental
or regulatory action instituted, contemplated, or threatened (if Tenant has
notice thereof) pursuant to any Hazardous Materials Laws; (iii) any claim made
or threatened by any person against Tenant or the Premises, Premises, or
Property relating to Hazardous Materials; and

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(iv) any reports made to any governmental agency or entity arising out of or in
connection with any Hazardous Materials in, on, under or about or removed from
the Property, including any complaints, notices, warnings, reports or asserted
violations in connection therewith.

(d)  Limited Liability. In no event shall Tenant be responsible for
any Hazardous Material introduced by any one other than Tenant or Tenant's
Affiliates.

(e)  Indemnification. (i) Tenant shall indemnify, defend and hold
Landlord harmless from and against any and all actions (including, without
limitation, remedial or enforcement actions of any kind, administrative or
judicial proceedings, and orders or judgments arising out of or resulting
therefrom), costs, claims, damages (including, without limitation, punitive
damages), expenses (including, without limitation, attorneys', consultants' and
experts' fees, court costs and amounts paid in settlement of any claims or
actions), fines, forfeitures or other civil, administrative or criminal
penalties, injunctive or other relief (whether or not based upon personal
injury, property damage, or contamination of, or adverse effects upon, the
environment, water tables or natural resources), liabilities or losses arising
from the generation, use, release, discharge, spill or disposal of Hazardous
Materials by Tenant or Tenant's Affiliates in, on, under, or about the Premises,
Property or Park.

(ii) Landlord shall indemnify, defend and hold Tenant, its employees,
officers, contractors and agents harmless from and against any and all actions
(including, without limitation, remedial or enforcement actions of any kind,
administrative or judicial proceedings, and orders or judgments arising out of
or resulting therefrom), costs, claims, damages (including, without limitation,
punitive damages), expenses (including, without limitation, attorneys',
consultants' and experts' fees, court costs and amounts paid in settlement of
any claims or actions), fines, forfeitures, or other civil, administrative or
criminal penalties, injunctive or other relief (whether or not based upon
personal injury, property damage, or contamination of, or adverse effects upon,
the environment, water tables or natural resources), liabilities or losses
arising from, or related to, the treatment, storage, generation, use, release,
discharge, spill or disposal of Hazardous Materials on or prior to the
Commencement Date at, under or about the Premises, Property, or Park, or brought
onto the Premises, Property or Park by Landlord, its agents, contractors or
employees after the Commencement Date.

(f)  Survival. The respective rights and obligations of Landlord and
Tenant under this Section 11.1 shall survive the expiration or earlier
termination of this Lease.

ARTICLE XII - CONDITION OF PREMISES
-----------   ---------------------

12.1 Improvements. Except for Tenant's Work (the process for approval
of which is set forth in the Work Letter), Tenant may not make structural or
exterior or non-structural improvements to the Premises ("Alterations") without
Landlord's prior written consent. Landlord's consent with respect to structural
or exterior Alterations may be given or withheld in Landlord's sole and absolute
discretion; however, Landlord's consent to interior or non-structural
Alterations (not excepted to the next succeeding paragraph) shall not be
unreasonably withheld, conditioned or delayed. In addition, Landlord shall not
unreasonably withhold, condition or delay its consent to any reasonable
structural reinforcement of the roof of the Premises which Tenant proposes in
connection with installation of equipment on the roof of the Premises. At the
end of the Term, all Alterations shall remain as part of the Premises unless
Landlord otherwise directs Tenant to remove any such Alteration. If requested in
writing by Tenant at the time Tenant requests Landlord's consent, Landlord
shall, as part of its consent, stipulate which Alterations, or portion thereof,
if any, shall be removed at the end of the Term. Alternatively, at the time
Tenant requests Landlord's consent to any Alteration, Tenant may also request in
writing that it not be required to remove such Alteration at the end of the
term. If Landlord consents in writing to such request, then Tenant shall not be
required to remove such Alteration at the end of the Term.

Notwithstanding the foregoing, Tenant, without Landlord's consent, may
make Alterations to the interior of the Premises which (i) are not structural,
(ii) do not adversely affect the electrical, plumbing or mechanical systems of
the Premises, (iii) do not decrease the value of the Premises, (iv) are less
than $175,000 in any one instance (exclusive of the cost of wiring, including,
telephone and data cabling and furniture installation and reconfiguration), (v)
are otherwise in conformance with all applicable building, zoning and other
codes or regulations affecting or applying to the Premises, and (vi) the
aggregate cost of which does not exceed $350,000 in

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any consecutive twelve month period; provided, however, Tenant must give twenty
(20) days prior written notice to Landlord before making any such improvements.

All work to be performed by or for Tenant pursuant hereto shall
be performed diligently and in a first-class, workmanlike manner, and in
compliance with all applicable laws, ordinances, regulations and rules of any
public authority having jurisdiction over the Premises and/or Tenant and
Landlord's insurance carriers. Landlord shall have the right, but not the
obligation, to inspect periodically the work on the Premises with reasonable
prior notice to Tenant.

12.2 Fixtures: Yield-Up. Except as Landlord directs in writing, Tenant
shall, at the expiration or sooner termination of the Lease, remove its personal
property, signs and trade fixtures, and peaceably yield-up the Premises,
broom-clean and in good order, repair, and condition, normal wear and tear,
damage by fire or casualty or condemnation or damage caused by Landlord, its
agents, contractors or employees excepted, with all repairs, including painting
and patching to the Premises required by such removal, having been made and all
utility lines left exposed or unconnected having been capped. Any computer and
telecommunications wiring or cabling affixed, embedded or installed in or behind
any walls, columns, shafts, floors or ceilings of the Premises (collectively,
"Cabling") and any supplemental HVAC or other equipment (including so-called
"Liebert" type units) (collectively "HVAC Units") installed or affixed to the
Premises or the Property shall be considered fixtures hereunder and shall not be
removed or disturbed by Tenant, provided, however, if Tenant leaves Cabling in a
non-functional condition at the end of the Term, Landlord may remove such
Cabling at Tenant's expense, and further provided that Landlord, at the time
Tenant notifies Landlord that it intends to install any HVAC Units, may require
Tenant to remove such HVAC Units upon expiration or earlier termination of this
Lease. If Tenant fails to remove its property or to make the repairs by five (5)
days after the end of the Term, Landlord may remove and store Tenant's property
in a public warehouse at Tenant's expense or sell same at public auction, and
make the Repairs, and Tenant shall promptly reimburse Landlord for its costs.

12.3 Mechanic's Liens. Tenant shall, within ten (10) days of notice
thereof, immediately discharge any mechanic's, materialmen's or other lien, by
bonding or otherwise, against the Premises, the Property and/or Landlord's,
interest therein arising out of any payment due, or purported to be due, for
any labor, services, materials, supplies, or equipment alleged to have been
furnished to or for Tenant.

ARTICLE XIII- INSURANCE
-----------------------

13.1 Insurance
---------

(a)  Tenant's Insurance. Tenant shall maintain, at its sole expense,
the following policies of insurance:

(i)   Commercial General Liability Insurance. Liability insurance
covering the insured against claims of bodily injury, personal injury and
property damage arising out of Tenant's operations, assumed liabilities or use
of the Premises, the Property or the Park, including the performance by Tenant
of the indemnities set forth herein, with a combined single limit of not less
than $3,000,000.00 (or such higher limits as or may be reasonably required by
Landlord based upon inflation, increased liability awards, or requirements of
any Mortgagee or professional insurance advisors, provided Landlord shall not
require higher limits any more often than once every five (5) years.

(ii)  Property Insurance. 100% replacement cost "special form,
all-risk" property insurance covering the Tenant's personal property, and all
other improvements, which insurance shall contain a sprinkler leakage
endorsement.

(iii) Boiler and Machinery Insurance. If Tenant shall receive
Landlord's prior written consent to operate an the Premises a boiler or other
pressured vessels, Tenant shall, as a pre-condition to installing the same,
place and maintain Boiler Insurance with limits of liability in an amount not
less than $250,000 per occurrence or as needed, and provide coverage for the
full replacement value thereof.

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(iv)   Worker's Compensation/Employer's Liability Insurance.
Worker's Compensation Insurance or similar statutory coverage containing
statutorily prescribed limits and Employer's Liability with limits of one (1)
million dollars.

(v)    Automobile Liability Insurance. Tenant shall, at Tenant's
expense, obtain and keep in force at all times a policy of comprehensive
automobile liability insurance having a combined single limit of not less than
Two Million Dollars ($2,000,000) per occurrence and insuring Tenant against
liability for claims arising out of the ownership, maintenance, or use of any
owned, hired or non-owned automobiles.

If (i) any insurance policy carried by Landlord with respect to the
Property or the Park shall be canceled or cancellation shall be threatened or
the coverage thereunder reduced or threatened to be reduced in any way by reason
of the use or occupation of the Premises or any part thereof by Tenant, and (ii)
Tenant fails to remedy the condition giving rise to cancellation, threatened
cancellation or reduction of coverage within twenty (20) days after notice
thereof, such failure shall be deemed a default under this Lease, and Landlord
may exercise its option to either terminate this Lease or to enter upon the
Premises and attempt to remedy such condition, in which event Tenant shall pay
immediately to Landlord the costs associated with such termination or entry and
attempt to remedy as Additional Rent. Landlord shall not be liable for any
damage or injury caused to any property of Tenant or of others located in the
Premises as a result of such an entry.

(b)   Builder's Risk Insurance. During the period of construction of
the Landlord's Work, as described in the Work Letter, Landlord shall maintain
builder's all-risk replacement cost insurance on a non-reporting completed value
basis, naming as insureds Landlord and Tenant as their interests may appear.
Such policy shall have a deductible no greater than $25,000. Prior to
commencement of Landlord's Work, Landlord shall deliver to Tenant a certificate
of the foregoing insurance.

(c)   Landlord's Insurance. Landlord shall procure and continue in
force during the Term, as the same may be extended hereunder, (A) "special form,
all risk" property insurance, including vandalism, sprinkler leakage and
malicious mischief, upon the Premises on a full replacement cost basis, agreed
cost value endorsement with agreed values for the Premises, as determined
annually by Landlord's insurer, with a reasonable deductible (B) rental
interruption insurance for twelve (12) months or the maximum amounts permitted,
and (C) liability insurance covering the insured against claims of bodily
injury, personal injury and property damage arising out of Landlord's operation
of the Park, including the performance of Landlord of the indemnities set forth
herein in such amount as may be required by Landlord's lender. Copies of
certificates of insurance evidencing the foregoing shall be furnished to Tenant,
upon Tenant's reasonable request. All insurance required of Landlord pursuant to
this Section shall be effected under policies issued by insurers or recognized
responsibility and the coverages required by this Section 13.1(c) may be
provided by a single blanket "package policy." Landlord represents and warrants
that the Permitted Use will not create extra premiums or make void any of the
foregoing coverages carried by Landlord.

(d)   Self-Insurance. Anything to the contrary contained herein
notwithstanding, with regard to the insurance required to be maintained by
Tenant hereunder, the original Tenant named in Article I hereof may elect at any
time during the Term or the Extension Period not to carry such insurance and to
"self-insure" against such risks provided that (i) Tenant has in effect a
commercially reasonable program of self insurance against such risks; (ii)
Tenant has and maintains at all times a tangible net worth of at least
$300,000,000, ("Approved Net Worth"); (iii) the loss or failure to carry such
insurance shall not violate any laws, state code, act, ordinance, judgment,
decree, rule, regulation, permit, license, authorization or other governmental
requirement; (iv) in the event Tenant ceases to self-insure and subsequently
desires to re-commence its self-insurance pursuant to this subsection, Tenant
shall notify Landlord in writing at least thirty (30) days prior to
re-commencing such self insurance; (v) if Tenant is not a publicly-traded
company on each anniversary of the Commencement Date during which Tenant is
self-insuring, Tenant provides Landlord with such documents as may be reasonably
necessary to establish that Tenant's tangible net worth is equal to or greater
than the Approved Net Worth, and (vi) if at any time Tenant's net worth shall be
less than the Approved Net Worth, Tenant promptly shall obtain the third-party
insurance required pursuant to Sections 13.1(a) and 13.2 hereof. Tenant hereby
releases Landlord and Landlord's Mortgagees, and agrees to indemnify, defend
and hold harmless Landlord and Landlord's Mortgagees, from and against all
liability resulting from or in any manner relating to Tenant self-insuring. If
Tenant elects to self-insure in whole or in part, Landlord and Landlord's
Mortgagees shall be entitled to the same benefits it would have enjoyed had
insurance otherwise required

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to be carried by Tenant hereunder covering such loss in full been in effect, as
if a waiver of subrogation/waiver of right of recovery clause otherwise required
to be carried by Tenant hereunder had been in effect and as if Landlord and
Landlord's Mortgagees had been named on insurance otherwise required to be
carried by Tenant hereunder covering the loss in full each as an additional
insured for the purpose of preventing any subrogation claim.

13.2   Tenant's Risk. Except as modified by statute, all Tenant's
merchandise, furniture, fixtures and property which may be on or about the
Premises or Property shall be at the sole risk and hazard of Tenant.

13.3   General Requirements. All insurance policies required to be
procured by Tenant or Landlord hereunder shall be with companies whose policies
are valid in Massachusetts. Liability policies required to be procured by
Tenant shall name Landlord, any and all Mortgagee(s), Landlord's agent,
Landlord's property manager, and any other party reasonably designated by
Landlord, additional insureds. In addition, all liability insurance obtained by
Tenant shall be (a) primary insurance as to all claims thereunder and provide
that any insurance carried by Landlord is not excess and is non-contributing
with any insurance of Tenant; (b) contain cross liability endorsements or a
non-severability of interest clause; (c) be written on an occurrence basis; and
(d) specifically cover the liability assumed by Tenant under this Lease
including, but not limited to, Tenant's obligations under Section 13.4. Tenant
shall deliver a copy of the certificates of all insurance to Landlord prior to
entry on the Premises, and upon Landlord's request copies of new certificates
not later than thirty (30) days prior to the expiration of each policy. Each
policy shall provide (and the certificate shall evidence) that it will not
expire, or be canceled or modified without thirty (30) days' prior written
notice.

13.4   Indemnity. Subject to the provisions of Section 13.6, Tenant
shall defend and save Landlord harmless and its partners, officers, directors,
shareholder, members, employees, Mortgagees and agents, and each of their
successors and assigns (collectively, the "Landlord Indemnified Parties"), and
shall indemnify the Landlord Indemnified Parties from all claims, actions,
proceedings, costs, liabilities, penalties and expenses (collectively, "Claims")
arising in connection with death, injury and/or tangible property damage, or any
other loss (a) suffered in, on, about, or otherwise related to the Premises
which Tenant acknowledges are, subject to the terms of the Lease, under Tenant's
exclusive or substantial control, charge, custody and possession, except to the
extent caused by the negligence or willful misconduct of Landlord, (b) related
to Tenant's use and occupancy of the Premises or the Park (or that of Tenant's
Affiliates), or (c) anywhere if caused wholly or in part by any act or omission
of Tenant or Tenant's Affiliates. If Landlord is threatened with or made a party
to any litigation commenced by or against Tenant or any of the above parties, or
with respect to any matter described above, Tenant shall indemnify and defend
the Landlord Indemnified Parties with counsel reasonably acceptable to the
Landlord Indemnified Parties. All of the foregoing shall be limited to the
extent required by Law. The obligations of Tenant under this Section 13.4 shall
survive the termination of this Lease with respect to any claims or liability
arising prior to such termination.

Subject to the provisions of Section 13.6, Landlord shall defend and
save Tenant and its partners, members, directors, officers, employees,
shareholders, lenders and agents and each of their successors and assigns (the
"Tenant Indemnified Parties") harmless, and shall indemnify the Tenant
Indemnified Parties from all Claims arising in connection with death, injury
and/or tangible property damage, or any other loss suffered outside of the
Premises which is caused wholly or in part by the negligence or willful
misconduct of Landlord or the Landlord Indemnified Parties, or their agents,
employees, contractors or invitees. If Tenant is threatened with or made a party
to any litigation commenced by or against Landlord, Landlord shall indemnify and
defend the Tenant Indemnified Parties Tenant with counsel reasonably acceptable
to the Tenant Indemnified Parties. All of the foregoing shall be limited to the
extent required by Law. The obligations of Landlord under this Section 13.4
shall survive the termination of this Lease with respect to any claims or
liability arising prior to such termination.

13.5   Exemption of Landlord from Liability. Tenant, as a material
part of the consideration to Landlord, hereby assumes all risk of damage to
property including, but not limited to, Tenant's fixtures, equipment, furniture
and alterations, or injury to persons in, upon or about the Premises or the Park
arising from any cause, and Tenant hereby waives all claims in respect thereof
against Landlord, except to the extent any personal injury results from the
negligence or willful misconduct of Landlord or the Landlord Indemnified
Parties, or (ii) breaches of the Limited Warranties set forth in Section 3.4
above timely asserted by Tenant. Notwithstanding any provisions of this Lease to
the contrary, Tenant hereby agrees that Landlord shall not be liable for injury
to Tenant's business or any loss of income therefrom under any circumstances.

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13.6.   Mutual Releases and Waivers of Subrogation. Landlord and
Tenant release each other and the Tenant Indemnified Parties and the Landlord
Indemnified Parties, respectively, from liability or responsibility for any loss
or damage to their respective property to the extent of actual net property
insurance proceeds received (or to the extent said loss would have been covered
if the party had complied with the provisions of this Lease). This release shall
apply to the parties and anyone claiming through or under the parties by way of
subrogation or otherwise, even if the occurrence was caused by the fault or
negligence of a party or anyone for whom a party is responsible. Landlord and
Tenant each agree that, to the extent it is required to maintain insurance
policies hereunder, its policies will include such a provision if available and
if necessary without extra cost, or if the other party pays the extra cost, and
each promptly shall notify the other of any extra cost.

ARTICLE XIV-CASUALTY AND EMINENT DOMAIN

14.1.   Damage. If the Premises become untenantable in whole or part
because of fire or other casualty covered by insurance required under the Lease
("Casualty"), or as the result of a taking of, or damage to, the Premises (or
any building thereon) in connection with the exercise of any power of eminent
domain, condemnation, or purchase under threat or in lieu thereof ("Taking"),
then Landlord or Landlord's engineer shall provide written notice to Tenant of
its reasonable estimate of the time reasonably required to substantially
complete the necessary repairs or restoration ("Landlord's Repair Notice").
Unless the Lease is terminated in accordance with Section 14.2, Landlord, with
reasonable dispatch (but subject to delays for adjustment of insurance proceeds
or taking awards, as the case may be, and causes beyond Landlord's reasonable
control, shall repair the damage in the event of a Casualty (or in the event of
a partial Taking which affects the Premises, restore the remainder of the
Premises not so taken to substantially the same condition as is reasonably
feasible) within one (1) year with respect to substantial reconstruction of at
least 50% of the Premises, or, within 120 days in the case of restoration of
less than 50% of the Premises from the date of said Casualty or Taking so that
the Premises are in substantially the same condition as following completion of
Tenant's Work as set forth in Section 3.5, all subject to rights of Mortgagees,
zoning laws, and building codes then in existence, and provided Landlord shall
not be required to expend more than the net insurance proceeds Landlord receives
for damage to the Premises or the net Taking award attributable to the Premises.
Notwithstanding the cause for any delay, Landlord shall complete restoration
within the same time periods set forth above of the Casualty or Taking. If the
Premises are untenantable in whole or in part as a result of Casualty or Taking,
the rent payable hereunder during the period in which they are untenantable
shall be reduced or abated to such extent as may be fair and reasonable under
all of the circumstances. "Net" means the insurance proceeds or Taking award
actually paid to Landlord (and not paid over to a Mortgagee) or Taking award
less all costs and expenses, including adjusters and attorney's fees, of
obtaining the same. Tenant also shall be required to pay to Landlord any
deductible maintained under the property insurance policy specified in Section
13.1(c) above (but only to the extent not already accounted for in Building
Expense Rent). Tenant shall give written notice to Landlord of any damage to the
Premises at the time Tenant has notice thereof.

Subject to the provisions of Section 13.6 hereof, if the Premises are
wholly or partially damaged or destroyed as a result of the willful misconduct
of Tenant or any of Tenant's Affiliates, and Landlord elects to undertake to
repair or restore all such damage or destruction, such repair and restoration
shall be at Tenant's sole cost and expense, and this Lease shall continue in
full force and effect without any abatement or reduction in Base Rent or other
payments owed by Tenant; provided, however, that Tenant shall be relieved of its
obligation pursuant to this Section 14.1 to the extent that insurance proceeds
are collected by Landlord pursuant to insurance policies carried by Landlord, in
which case Tenant shall be responsible for the payment of the deductible and
that portion not covered by insurance.

Under no circumstances shall Landlord be required to repair any damage
to, or make any repairs to or replacements of, Tenant's personal property.

14.2    Termination Rights.

(a)   If the cost to repair the Premises in the event of a
Casualty or Taking exceeds $1,000,000 and the same is not covered by insurance
maintained or required to be maintained by Landlord hereunder, or if so much of
the Premises is damaged that, in the reasonable judgment of Landlord or
Landlord's Mortgagee, it cannot

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be rebuilt to a profitable condition within a reasonable period of time, then
Landlord may terminate the Lease by written notice to Tenant.

(b)   If Landlord's Repair Notice estimates restoration of the
Premises will exceed the time frames set forth in Section 14.1 above, or
Landlord is required but fails to complete restoration of the Premises within
the time frames set forth in Section 14.1 above, then Tenant may terminate the
Lease upon thirty (30) days' written notice to Landlord.

(c)   In the case of any Casualty occurring during the last two
Lease Years of the Term (i) if such Casualty or Taking to the Premises results
in more than five percent (5%) of the floor area of the Premises being
unsuitable for the Permitted Use or (ii) the damage to the Premises costs more
than $100,000.00 to repair, and the same is not covered by insurance maintained
or required to be maintained by Landlord hereunder, then either Landlord or
Tenant shall have the option to terminate this Lease, provided that Tenant may
vitiate Landlord's termination in the event of a Casualty by exercising the
Extension Option in accordance with Section 4.3 of this Lease.

(d)   If any portion of the Premises or the parking areas or
the means of access thereto are taken and the same materially and adversely
affects Tenant's operations in the Premises, then Tenant may terminate the Lease
upon thirty (30) days' written notice to Landlord.

(e)   If a portion of the Park is taken which adversely affects
Landlord's operation of the Park, then Landlord may terminate the Lease upon
thirty (30) days' written notice to Tenant.

14.3   Abatement. If a portion of the Premises is Taken, and this
Lease is not terminated, the Base Rent, and Tenant's Pro-Rata Share shall be
reduced proportionately based on the area of the Premises Taken until the
earlier of when Landlord's repairs to the Premises are completed or Tenant
begins using the damaged area. With respect to a Casualty, however, Base Rent
shall equitably abate, but only to the extent that the amount thereof is
compensated for and recoverable from the proceeds of rental loss insurance
maintained by Landlord. Base Rent shall not, in any event, be reduced or abated
by reason of any portion of the Premises being unusable or inaccessible for a
period of three (3) business days or less.

14.4   Taking for Temporary Use. If the Premises are Taken for
temporary use (i.e., not in excess of ninety (90) days), this Lease and Tenant's
obligations, including the payment of Base Rent, shall continue, except to the
extent the Taking renders the Premises or any portion thereof untenantable in
which case Base Rent shall abate during the period of untenantability, and
Tenant shall be entitled to the entire temporary taking award.

14.5   Disposition of Awards. Except for any separate award for
Tenant's movable trade fixtures, relocation expenses, and unamortized leasehold
improvements) (provided that the same may not reduce Landlord's award), and any
award for a temporary taking, all Taking awards to Landlord or Tenant shall be
Landlord's property without Tenant's participation. Tenant may pursue its own
claim against the condemning authority.

ARTICLE XV-DEFAULTS AND REMEDIES
--------------------------------

15.1   Tenant's Default. The following conditions shall be considered
a "Default" by Tenant:

(a)   failure to pay Base Rent, Additional Rent, or any other
charge within ten (10) days after written notice from Landlord provided that
Tenant shall be entitled to only two (2) such notices from Landlord per Lease
Year, and any subsequent payment default which occurs within said Lease Year
shall be deemed to be a Default if not paid when due;

(b)   Tenant's leasehold estate is taken by execution or other
process of law; or Tenant is liquidated, dissolved, commits an act of
bankruptcy, is declared bankrupt or insolvent according to law or admits in
writing its inability to pay debts generally as they become due, or an
assignment of Tenant's property is made for the benefit of creditors or a
receiver, guardian, conservator, trustee or assignee, or any other similar
officer or person is appointed to take charge of any part of Tenant's property;
or any reorganization or similar proceedings are

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commenced by or against Tenant under any bankruptcy or insolvency law and not
dismissed within 60 days from its commencement; or any court enters an order
providing for the modification of rights of Tenant's creditors;

(c)   abandonment of the Premises for any period of time, or
closing for business for an aggregate period during the Term exceeding 60 days
(except for Casualties and unavoidable uninsured casualties), unless Tenant is
actively and continuously marketing all or a portion of the Premises after such
60-day period;

(d)   a Transfer in violation of this Lease; or

(e)   failure to perform or observe any other Lease terms or
covenants for a period of thirty (30) days after written notice, or if same
shall reasonably take longer than thirty (30) days, if Tenant fails to commence
same promptly and to complete same with due diligence and in any event within
sixty (60) days from the date of notice thereof.

If Tenant Defaults, Landlord may using appropriate legal
process at any time either (i) terminate this Lease by written notice effective
on the date of the notice or on any date specified in the notice, or (ii)
without demand or notice, re-enter, take possession and repossess the Premises
and, with a court order and at Tenant's risk, expel Tenant and those claiming
under Tenant and remove, store and sell their effects at public action, all
without prejudice to any remedies for arrearages or preceding Defaults. The net
proceeds of any sale shall be applied to sums due to Landlord from Tenant and
the balance paid to Tenant. Tenant waives all statutory rights (including rights
of redemption) to the extent such rights may be lawfully waived. With or
without terminating this Lease, Landlord may re-let all or any part of the
Premises from time to time for periods, at such rental, and upon the terms and
conditions as Landlord deems advisable, and may make Improvements and Repairs
to the Premises. No re-entry or taking of possession by Landlord shall terminate
this Lease unless Landlord gives a written notice of such intention to Tenant,
nor shall Landlord's right to re-let constitute an obligation to re-let or to
mitigate damages, provided that notwithstanding the foregoing, Landlord agrees
to list the Premises with a broker.

15.2   Damages. Tenant's liability and obligations under this Lease
shall survive termination or repossession, and Tenant shall pay as current
damages the Base Rent, Additional Rent and other sums up to what would have been
the end of the Term in the absence of the termination or repossession, with a
credit for the net proceeds, if any, Landlord receives from any reletting of the
Premises, after deducting all of Landlord's expenses in connection with the
reletting including, without limitation, reasonable attorney's fees, brokerage
commissions related to finding a new occupant, the costs to repair the Premises,
and the cost to prepare the Premises for reletting, which shall include tenant
improvements up to but not to exceed $15.00 per rentable square foot (applicable
to the area actually re-let including any partial reletting). Tenant shall pay
the current damages to Landlord on the days Base Rent would have been payable if
not for the termination or repossession.

Alternatively, at Landlord's election, after any termination or
repossession, Tenant shall pay to Landlord, at Landlord's option and on demand,
liquidated final damages in lieu of all current damages beyond the date final
damages are paid. The final damages shall be the amount by which (i) the Base
Rent, Additional Rent and other charges which would be payable from the date to
which Tenant paid current damages through what would have been the unexpired
Term exceeds (ii) the then market rental value of the Premises for the same
period, discounted to present value. If any law validly limits the amount of
final liquidated damages to less than described above, Landlord shall be
entitled to the maximum amount legally allowed. Landlord shall use commercially
reasonable efforts to mitigate its damages.

Nothing contained in this Lease shall limit or prejudice the
right of Landlord to prove for and obtain in proceedings for bankruptcy or
insolvency by reason of the termination of this Lease an amount equal to the
maximum allowed by any statute or rule of law in effect at the time when, and
governing the proceedings in which, the damages are to be provided, whether or
not the amount be greater, equal to, or less than the amount of the loss or
damages referred to above.

15.3   Landlord's Self-Help. If Tenant Defaults, Landlord may, at its
option, without waiving its right to terminate this Lease or its claim for
damages, cure the Default, and Tenant shall reimburse Landlord for any amount
paid or contractual liability incurred by Landlord in doing so; provided
Landlord may immediately cure any default

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or failure by Tenant to perform any Lease obligation if the cure or performance
is reasonably necessary to protect the Premises or Landlord's interests, or to
prevent immediate injury or damage to persons or property.

15.4   Landlord's Default. Landlord shall not be deemed to be in
default hereunder unless its default continues for thirty (30) days, (or such
additional time as is reasonably required to correct its default provided
Landlord promptly commences the cure of and diligently prosecutes the completion
of same), after Tenant has given written notice to Landlord specifying the
nature of the alleged default.

ARTICLE XVI - SUBORDINATION

16.1   Subordination. Tenant's rights and interests under this Lease
shall be (i) subject and subordinate to any existing or future mortgages, deeds
of trust, overlease, or similar instruments covering the Premises and to all
advances, modifications, renewals, replacements, and extensions thereof
("Mortgages"), or (ii) if any Mortgagee elects, prior to the lien of any present
or future Mortgage. After receiving notice from any Mortgagee or ground lessor,
which notice states that Landlord is in default under such instrument, Tenant
shall attorn to and recognize such Mortgagee or ground lessor as a successor
landlord, as if the successor landlord were the originally named Landlord, and
no notice from Tenant to Landlord alleging any default by Landlord shall be
effective unless and until a copy of the same is given to all Mortgagee(s) or
ground lessor (provided Tenant shall have been furnished with the name and
address of such Mortgagee or ground lessor), and the curing of any of
Landlord's defaults by such Mortgagee or ground lessor shall be treated as
performance by Landlord. All Mortgagees shall have the same opportunity and
rights as are available to Landlord to cure a Landlord default, which cure
period shall run concurrently with Landlord's cure period specified hereunder.

Notwithstanding the foregoing, if the Premises are, as of the date
hereof, subject to any Mortgage, Landlord shall deliver to Tenant the
subordination, non-disturbance and attornment agreement in the form attached
hereto as Exhibit H executed by the current Mortgagee. Notwithstanding anything
to the contrary herein contained, with respect to future Mortgages, Tenant's
subordination and attornment obligations hereunder are conditioned upon receipt
by Tenant of such future Mortgagee's standard form of subordination,
non-disturbance and attornment agreement, with such customary changes as Tenant
and such Mortgagee mutually agree upon, Tenant hereby agreeing to negotiate such
changes in good faith and without undue delay

ARTICLE XVII- MISCELLANEOUS PROVISIONS

17.1   Parties Bound. Except as otherwise provided, the agreements and
conditions to be performed and observed by Landlord or Tenant hereunder shall
bind and inure to the heirs, legal representatives, successors and assigns of
each, provided no reference to Tenant's successors and assigns will, alone,
constitute a consent to a Transfer by Tenant. If Tenant consists of more than
one person or entity, or if there is a guarantor, then all such persons,
entities and guarantors shall be jointly and severally liable and the word
"Tenant," as used in this Lease, including Article IX, includes such person,
entities, and guarantors. The word "Landlord" means only the owner, or the
lessee if this Lease becomes subject to an overlease, or the mortgagee in
possession of the Premises such that, all prior landlords, including Landlord,
shall be relieved of all Landlord covenants and obligations accruing after a
transfer. If the entity which holds Landlord's interest in this Lease is a
trust, then the Landlord obligations shall be binding upon the trustees of said
trust, as trustees and not individually, and not upon the trust estate.

17.2   Landlord's Liabilities and Additional Rights.

(a)   Landlord shall have no obligation or liability with
respect to or in any way connected with the Premises, the Property, or services
to be provided from same, except to the extent specifically set forth in this
Lease. The obligations of Landlord set forth in this Lease do not constitute
personal obligations of the Landlord, or trustees, partners, directors,
officers, or shareholders of Landlord, and Tenant shall not seek recourse
against the personal assets of Landlord, or the members, trustees, individual,
partners, directors, officers, or shareholders of Landlord for satisfaction of
any liability in respect to this Lease. Landlord shall not be deemed to have
committed a breach of any repair obligations of Landlord hereunder unless it
makes repairs negligently or fails to commence repairs within the times provided
in this Lease or, if no time is provided, within a reasonable time after

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Landlord receives notice from Tenant, and Landlord's liability in any case shall
be limited to the cost of making the required repairs.'

(b)   Landlord shall not be liable for indirect or consequential
damages for any reason whatsoever. Landlord shall not be liable for any
inconvenience, interruption or consequences resulting from the failure of
utilities or any service, making repairs, improvements or resulting from leaks
of steam, gas, electricity, water, or any other substance from pipes, wires or
other conduits, or from the bursting or stoppage thereof, or from leaks of
water, snow, or rain unless due to the gross negligence or willful misconduct of
Landlord, its agents, contractors or employees; provided, however, Landlord
shall in no event be liable for indirect or consequential damages.

(c)   Tenant agrees for itself and each succeeding holder of Tenant's
interest, or any portion thereof, that any judgment, decree or award obtained
against Landlord, or any succeeding owner of Landlord's interest, which is
related to this Lease or the Property, whether at law or in equity, shall be
satisfied out of Landlord's equity in the Property and the rents, profits and
proceeds thereof, and further agrees to look only to such assets and to no other
assets of Landlord for satisfaction.

(d)   Landlord reserves the right at any time or times during the
Term and without charge, abatement or reduction in rent (i) to examine and to
show the Premises at reasonable times, provided Landlord shall give Tenant
reasonable advance notice and shall use reasonable efforts to minimize
interference with Tenant's operations; (ii) to put up "For Sale" or "For Rent"
signs on the Property, but not on the exterior of the Premises, Premises or
Property, during the last six months of the Lease term; (iii) to show the
Premises at reasonable times and after reasonable advance notice from Landlord
during the last six (6) months of the Initial Term or any extension thereof;
(iv) to perform such work as may be required by this Lease, any public
authority, or to facilitate making repairs or improvements to the Premises, the
Property or any portion thereof, provided that unless any such work is of an
emergency nature, Landlord shall give Tenant reasonable advance notice and in
making any entry permitted hereunder, shall use reasonable efforts to minimize
interference with Tenant's operations; and (v) to enter upon, giving Tenant
reasonable advance notice, and use portions of, the Premises for the foregoing
purposes.

(e)   Landlord shall have no liability to Tenant for inconvenience,
annoyance, or injury to business resulting from Landlord's repairs or
improvements made hereunder or the exercise of any rights reserved to Landlord
hereunder, and Tenant hereby waives all rights of abatement or claims of
constructive eviction.

17.3  Holding Over. If Tenant or anyone claiming under it holds over
after the end of the Term, the party shall, prior to Landlord's acceptance of
rent, be a Tenant at sufferance, and, after Landlord's acceptance of rent, be a
Tenant at will subject to the provisions of this Lease insofar as the same may
be made applicable to a tenancy at will; provided that whether or not Landlord
has accepted rent, (i) Tenant shall pay (A) during the first three (3) months of
any such hold over, Base Rent at 150% of the highest rate of Base Rent payable
during the Term, and (B), during any subsequent period of hold over, 200% of the
highest rate of Base Rent payable during the Term, and (ii) Tenant shall be
liable for all damages incurred by Landlord as a result of the holding over;
provided that if Landlord notifies Tenant in writing that it has entered into
negotiations for a lease for the Premises (or a portion thereof), which such
notice shall specify a period of not less than thirty (30) days after which
consequential damages shall commence to accrue if such holdover continues by
Tenant, then Tenant shall also be liable for all damages, including
consequential damages, suffered by Landlord to the extent caused directly by
Tenant's holding over.

17.4  Quiet Enioyment. Provided Tenant timely pays all rent and performs
and observes the terms, conditions and covenants of the Lease, Tenant may
peaceably and quietly have, hold and enjoy the Premises as provided in the
Lease, without hindrance or molestation from Landlord or anyone claiming legally
under Landlord, subject to the terms of this Lease.

17.5  Brokerage. Tenant warrants and represents to Landlord, and Landlord
warrants and represents to Tenant, that each has dealt with no broker in
connection with this Lease except the Broker (if any). Each of Landlord and
Tenant agree to defend and indemnify the other against any brokerage claims
related to this Lease

AGILENT TECHNOLOGIES LEASE/90 CENTRAL STREET, BOXBOROUGH; FINAL

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other than by the Broker. Landlord shall pay the Broker's commission in
accordance with a brokerage agreement by and between Landlord and Broker.

17.6    Certificates. Within twenty (20) days after Landlord's request,
Tenant shall deliver to Landlord or to any prospective Mortgagee or purchaser
(a) an estoppel certificate in the form attached hereto as Exhibit K, and (b) if
Tenant is not a publicly traded company, subject to execution of a
confidentiality agreement which is reasonably acceptable to both parties hereto,
such financial statements as Landlord reasonably requires (no more than once per
Lease Year) to verify the net worth of Tenant or any Transferee, and Tenant
represents and warrants that each such financial statement shall be true and
accurate as of the date thereof.

17.7    Notices. Any notice, consent, or other communication relating to
this Lease shall be given in writing and by hand, by registered or certified
mail or overnight express mail such as "Federal Express", postage or charges
prepaid, to the other party's Notice Address or for Tenant to the Premises, to
such other address or addresses as may be designated by the party by notice, and
if to a Mortgagee, to such address as the Mortgagee shall designate in writing
and shall be deemed given upon receipt or refusal of receipt.

17.8    No Waiver. The failure of Landlord or Tenant to complain of any act
or omission by the other shall not be deemed a waiver of any rights provided
under this Lease. Landlord's or Tenant's waiver, express or implied, of any
breach of this Lease shall not be deemed a waiver of a breach of any other
provision or a consent to any subsequent breach of the same or any other
provision. Landlord's consent to or approval to any action on one occasion shall
not be deemed a consent to or approval of any other action or to such action on
any subsequent occasion. Tenant's payment or Landlord's acceptance of a lesser
amount than is due from Tenant to Landlord shall not be deemed anything but
payment on account and Landlord's acceptance of a check for a lesser amount with
an endorsement or statement thereon or upon a letter accompanying the check that
the lesser amount is payment in full shall not be deemed an accord and
satisfaction, and Landlord may accept the check without prejudice to recover the
balance due or pursue any other remedy. The delivery of keys to any employee of
Landlord or to Landlord's Affiliate shall not operate as a termination of this
Lease or surrender of the Premises. All of Landlord's rights and remedies under
this Lease or by operation of law, either at law or in equity, for any breach
shall be distinct, separate, cumulative and non-exclusive and shall not be
deemed inconsistent with each other.

17.09   Force Majeure. With the exception of the payment of money, if any
party's performance of any act is delayed, or prevented because of strikes,
lockouts, power failures, restrictive Laws, riots, insurrection, war, or other
causes beyond such party's reasonable control, then said performance shall be
excused for the period of the delay and any time period shall be extended for an
equivalent period.

17.10   Recording. Tenant shall not record this Lease, but on the request
of either party hereto, both parties hereto shall execute and deliver a notice
of this Lease in form appropriate for recording or registration.

17.11   Waiver of Jury Trial. LANDLORD AND TENANT HEREBY WAIVE TRIAL BY
JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES
HERETO AGAINST THE OTHER, OR IN RESPECT OF ANY MATTER WHATSOEVER ARISING OUT OF
OR IN ANY WAY CONNECTED WITH THIS LEASE.

17.12   Paragraph Headings. All paragraph headings are for convenience and
reference only, and shall not be held to explain, modify, amplify or aid in the
construction, interpretation or meaning of the provisions of this Lease.

17.13   Governing Law. This Lease shall be governed by the laws of the
Commonwealth of Massachusetts.

17.14   Separability; Construction and Interpretation. If any Lease term
or provision or the application thereof to any person or circumstance is invalid
or unenforceable, the remainder of this Lease, or the application of the term or
provision to other persons or circumstances shall not be affected, and the Lease
shall be valid and be enforced to the fullest extent permitted by law. If any
Lease provision is capable of two constructions, then the provision shall have
the meaning which renders it valid.

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17.15.  When Lease Becomes Binding; Entire Agreement. Landlord's Affiliates
have no authority to make or agree to make a lease or any other agreement or
undertaking, and the submission of this document for examination and negotiation
does not constitute an offer to lease, or a reservation of, or option for, the
Premises, and this document shall become effective and binding only upon the
execution and delivery by both Landlord and Tenant. All negotiations,
considerations, representations, and understandings between Landlord and Tenant
are incorporated herein, and no oral statements or prior or contemporaneous
written matter, whether by the parties or otherwise, which is not specifically
incorporated herein shall be of any force or effect.

17.16   Execution. This Lease may be executed in any number of original
counterparts. Each fully executed counterpart shall be deemed an original.

17.17   Covenants and Conditions. Each term and each provision of this
Lease to be performed by Tenant shall be construed to be both a covenant and a
condition.

17.18   Harmony. Tenant agrees that with respect to all work of any nature
performed during the Term for Tenant, whether related to leasehold improvements,
alterations or any other type or manner of work, including without limitation
Tenant's Work, Tenant and Tenant's Affiliates shall work in harmony with
Landlord and with other tenants and occupants of the Park, and such other
contractors, workers, mechanics, suppliers and invitees as shall be working
thereon or thereat from time to time prior to or during the Term. If at any time
the presence of Tenant's agents, contractors, workers, mechanics, suppliers
and/or invitees shall cause or threaten to cause disharmony or otherwise
interfere with the orderly operation of other businesses then in the Park,
Landlord shall have the right upon written notice to Tenant, to order Tenant to
cease all work on the Premises, in which event all work then in progress shall
be halted and shall not be recommenced until and unless the conflict(s) which
led to Landlord's delivering such notice to Tenant shall have been resolved.

17.19   Non-Smoking Premises. Tenant acknowledges that the Premises are in
a non-smoking building. No smoking is allowed inside the Premises. To the extent
Tenant's employees desire to smoke outside of the Premises, smoking shall be
permitted only in those exterior areas designated by Landlord.

ARTICLE XVIII - RIGHT OF FIRST OFFER

18.1    Right of First Offer. In no event shall Landlord decide to lease,
agree to lease, or accept any offer to lease space that becomes available during
the Term hereof (as the same may be extended hereunder) within the Park (each
such space being an "Offer Space"), unless Landlord first affords Tenant an
opportunity to lease such Offer Space in accordance with the provisions of this
Article XVIII and only after written notice to Tenant, which notice shall be
delivered only at such time as Landlord intends to offer the Offer Space to the
market. Landlord's notice to Tenant with respect to the Offer Space ("Landlord's
Offer") shall set forth all of the essential terms and conditions upon which
Landlord proposes to lease the Offer Space.) Upon receipt of Landlord's Offer,
and provided further that there does not then exist an uncured, continuing
Default under this Lease and provided further that the Tenant specified in
Article I hereof and/or a Tenant Entity are then leasing and occupying at least
fifty percent (50%) of the Premises, then Tenant shall have a right to lease the
Offer Space on the terms set forth in Landlord's Offer by giving notice to
Landlord to such effect within fourteen (14) days after Tenant's receipt of
Landlord's Offer. If such notice is not so timely given by Tenant, then Landlord
shall be free to lease the Offer Space, or portion thereof, to any third party
on the terms and conditions contained in Landlord's Offer (or such greater price
or more favorable lease terms) at any time after the expiration of said fourteen
(14) day period, subject to Section 18.2 below.

18.2    Partial Waiver of Rights: Substantial Modification of Offer. The
non-exercise by Tenant of its rights under Article XVIII as to any one Offer
Space by Landlord, shall not be deemed to waive any of Tenant's rights of first
offer as to the remainder of any Offer Space that becomes available within the
Park, or as to the rentable area described in Landlord's Offer if Landlord
determines to "substantially" modify or "substantially" amend the terms of the
offering from those specified in Landlord's Offer (in which event Tenant's
rights hereunder shall revive and continue with respect to such modified or
amended terms. For purposes hereof, the term "substantially" shall mean an
Effective Rent (hereinafter defined) set forth in the amended terms being
offered by Landlord to third parties which is not less than ninety-five percent
(95%) of the Effective Rent offered to Tenant in

AGILENT TECHNOLOGIES LEASE/90 CENTRAL STREET, BOXBOROUGH; FINAL

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Landlord's Offer and refused by Tenant. As used herein, "Effective Rent" shall
mean the fixed rent specified in Landlord's Offer or in any third-party offers
made by Landlord ("Third Party Offer"), as the case may be, after deducting
from such fixed rent as and to the extent included therein: (i) the sum of the
build-out allowance or obligation, if any, provided by Landlord in Landlord's
Offer or the Third Party Offer, amortized over the initial term specified in
the respective offer, (ii) the cost of so-called free rent, if any, applicable
during the initial term amortized over the initial term specified in the
respective offer, (iii) the cost of any architectural or plan allowance, moving
allowance, holdover contributions or similar financial tenant inducements as
set forth in Landlord's Offer or the Third Party Offer, amortized over the
initial term specified in the respective offer; and (iv) any necessary
adjustments to take into account differences in the two offers, such as any
additional rent payments required on account of utilities or Park Expense Rent.

18.3 Lease Amendment. In the event that Tenant accepts Landlord's
Offer to lease such Offer Space in the Park, which is the subject of Landlord's
offer to Tenant, then Landlord and Tenant hereby agree that they shall enter
into a mutually acceptable agreement amending, modifying or supplementing this
Lease, specifying that such Offer Space is a part of the Premises under this
Lease and demising said Offer Space to Tenant. Such amendment shall be upon all
of the same terms and conditions of this Lease, except to the extent otherwise
set forth in Landlord's Offer, and shall be signed by Tenant within thirty (30)
days of receipt of the proposed agreement from the Landlord in the form as
hereinabove required.

18.4 Complete Waiver of Rights. Notwithstanding anything to the
contrary in Article XVIII, if Tenant notifies Landlord of its election to lease
the Offer Space which was the subject of Landlord's Offer and then fails to
execute and deliver the required amendment to this Lease within five (5)
business days after the same has been mutually agreed upon by Landlord and
Tenant in accordance with this Article XVIII, Tenant shall be deemed bound by
the terms and conditions of the required amendment, and failure to observe any
of the terms of the required amendment shall be deemed a Default hereunder.
Otherwise, if Landlord and Tenant, each acting reasonably and in good faith
fail to agree on a mutually agreeable form of amendment to this Lease (or
separate lease agreement, as the case may be) within said thirty (30) day period
upon receipt of Landlord's proposed form of agreement, unless such date is
extended by mutual agreement of both parties hereto, then such failure shall be
treated as a non-exercise by Tenant of its right of first offer in accordance
with the first paragraph of this Article XVIII.

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EXECUTED AS A SEALED INSTRUMENT, effective as of the date first set forth in
Article I above.

WITNESS:                       LANDLORD:

BPF TECH CENTRAL, LLC, Delaware limited liability
company

By: Bren Schreiber Properties, Inc., a Delaware
corporation, as its Agent

__________________________     By: /s/ Charles B. Lindwall
---------------------------------------------
Charles B. Lindwall, Chief Operating Officer

WITNESS:                       TENANT:

AGILENT TECHNOLOGIES, INC.

__________________________     By: /s/ Marie Oh Huber
---------------------------------------
(Authorized Officer)

Print Name: Marie Oh Huber
-------------------------------

Title: Vice President, Assistant Secretary
-----------------------------------
and Assistant General Secretary
-----------------------------------

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EXHIBIT 24.1

POWER OF ATTORNEY

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and
appoints Leo F. Wells, III and Douglas P. Williams, or either of them acting
singly, as his true and lawful attorney-in-fact, for him and in his name, place
and stead, to execute and sign any and all amendments, including any
post-effective amendments, to the Registration Statement on Form S-11 of Wells
Real Estate Investment Trust, Inc. or any additional Registration Statement
filed pursuant to Rule 462 and to cause the same to be filed with the Securities
and Exchange Commission hereby granting to said attorneys-in-fact and each of
them full power and authority to do and perform all and every act and thing
whatsoever requisite or desirable to be done in and about the premises as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all acts and things that said attorneys-in-fact
or either of them may do or cause to be done by virtue of these presents.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed below, effective as of April 5, 2002, by
the following persons and in the capacities indicated below.

Signatures                          Title
----------                          -----

/s/ Leo F. Wells, III               President and Director
-----------------------------
Leo F. Wells, III                   (Principal Executive Officer)

/s/ Douglas P. Williams             Executive Vice President and Director
-----------------------------
Douglas P. Williams                 (Principal Financial and Accounting Officer)

/s/ John L. Bell                    Director
-----------------------------
John L. Bell

/s/ Richard W. Carpenter            Director
-----------------------------
Richard W. Carpenter

/s/ Bud Carter                      Director
-----------------------------
Bud Carter

/s/ William H. Keogler, Jr.         Director
-----------------------------
William H. Keogler, Jr.

/s/ Donald S. Moss                  Director
-----------------------------
Donald S. Moss

/s/ Walter W. Sessoms               Director
-----------------------------
Walter W. Sessoms

/s/ Neil H. Strickland              Director
-----------------------------
Neil H. Strickland