As filed with the Securities and Exchange Commission on October 23, 2001

Registration No. 333-44900

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

POST-EFFECTIVE AMENDMENT NO. 4 TO
FORM S-11
REGISTRATION STATEMENT
Under
The Securities Act of 1933

______________________

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

6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
(770) 449-7800
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)

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

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

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

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

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

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_] _________

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

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

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

WELLS REAL ESTATE INVESTMENT TRUST, INC.

Up to 125,000,000 shares offered to the public
___________________________________

Wells Real Estate Investment Trust, Inc. (Wells REIT) is a real estate
investment trust. We invest in commercial real estate properties primarily
consisting of high grade office buildings which are leased to large corporate
tenants. We currently own interests in 26 office buildings located in 15 states.

We are offering and selling to the public up to 125,000,000 shares for $10
per share and up to 10,000,000 shares to be issued pursuant to our dividend
reinvestment plan at a purchase price of $10 per share. An additional 5,000,000
shares are being registered which are reserved for issuance at $12 per share to
participating broker-dealers upon their exercise of warrants.

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

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

.    lack of a public trading market for the shares

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

.    authorization of substantial fees to the advisor and its affiliates

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

.    conflicts of interest facing the advisor and its affiliates

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

The Offering:

.    The shares will be offered on a best efforts basis to investors at $10 per
share.
.    We will pay selling commissions to broker-dealers of 7% and a dealer
manager fee for reimbursement of marketing expenses of 2.5% out of the
offering proceeds raised.
.    We will invest approximately 84% of the offering proceeds raised in real
estate properties, and the balance will be used to pay fees and expenses.
.    The offering will terminate on or before December 19, 2002.

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

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

WELLS INVESTMENT SECURITIES, INC.
December 20, 2000

TABLE OF CONTENTS

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

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General...................................................................................  65       
Joint Ventures with Affiliates............................................................  67       
The Motorola Plainfield Building..........................................................  69       
The Quest Building........................................................................  70
The Delphi Building.......................................................................  71       
The Avnet Building........................................................................  71       
The Siemens Building......................................................................  72       
The Motorola Tempe Building...............................................................  73       
The ASML Building.........................................................................  74       
The Dial Building.........................................................................  75       
The Metris Building.......................................................................  76       
The Cinemark Building.....................................................................  77       
The Gartner Building......................................................................  78       
The Marconi Building......................................................................  79       
The Johnson Matthey Building..............................................................  80       
The Alston Power Richmond Building........................................................  81       
The Sprint Building.......................................................................  83       
The EYBL CarTex Building..................................................................  84       
The Matsushita Building...................................................................  85       
The AT&T Building.........................................................................  86       
The PwC Building..........................................................................  88       
The Fairchild Building....................................................................  89       
The Cort Furniture Building...............................................................  90       
The Iomega Building.......................................................................  91       
The Interlocken Building..................................................................  91       
The Ohmeda Building.......................................................................  93       
The Alston Power Knoxville Building.......................................................  94       
The Auaya Building........................................................................  95       
Property Management Fees..................................................................  96       
Real Estate Loans.........................................................................  96       
Management's Discussion and Analysis of Financial Condition and Results of Operations........  97       
Liquidity and Capital Resources...........................................................  97       
Cash Flows From Operating Activities......................................................  99       
Cash Flow From Investing Activities.......................................................  99       
Cash Flows From Financing Activities......................................................  99       
Results of Operations..................................................................... 100       
Subsequent Events......................................................................... 100       
Property Operations....................................................................... 100       
Inflation................................................................................. 114       
Prior Performance Summary.................................................................... 114       
Publicly Offered Unspecified Real Estate Programs......................................... 115       
Federal Income Tax Considerations............................................................ 123       
General................................................................................... 123       
Requirements for Qualification as a REIT.................................................. 125       
Failure to Qualify as a REIT.............................................................. 130       
Sale-Leaseback Transactions............................................................... 130       
Taxation of U.S. Shareholders............................................................. 130
Treatment of Tax-Exempt Shareholders...................................................... 132
Special Tax Considerations for Non-U.S. Shareholders...................................... 133       
Statement of Stock Ownership.............................................................. 135       
State and Local Taxation.................................................................. 135

ii

Tax Aspects of Our Operating Partnership...........................................        135
ERISA Considerations..................................................................        139       
Plan Asset Considerations..........................................................        140       
Other Prohibited Transactions......................................................        141       
Annual Valuation...................................................................        142       
Description of Shares.................................................................        142       
Common Stock.......................................................................        143       
Preferred Stock....................................................................        143       
Meetings and Special Voting Requirements...........................................        143       
Restriction on Ownership of Shares.................................................        144       
Dividends..........................................................................        145       
Dividend Reinvestment Plan.........................................................        146       
Share Redemption Program...........................................................        146       
Restrictions on Roll-Up Transactions...............................................        147       
Business Combinations..............................................................        149       
Control Share Acquisitions.........................................................        149       
The Operating Partnership Agreement...................................................        150       
General............................................................................        150       
Capital Contributions..............................................................        151       
Operations.........................................................................        151       
Exchange Rights....................................................................        152       
Transferability of Interests.......................................................        153       
Plan of Distribution..................................................................        153       
Supplemental Sales Material...........................................................        158       
Legal Opinions........................................................................        159       
Experts...............................................................................        159       
Audited Financial Statements.......................................................        159       
Unaudited Financial Statements.....................................................        159       
Additional Information................................................................        160       
Glossary..............................................................................        160       
Financial Statements..................................................................        161       
Prior Performance Tables..............................................................        215       
Subscription Agreement................................................................  Exhibit A
Amended and Restated Dividend Reinvestment Plan.......................................  Exhibit B

iii

Questions and Answers About this Offering

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

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

Q:   What is a REIT?

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

.    pays dividends to investors of at least 95% of its taxable income each
year for years prior to 2001 and 90% of its taxable income for all
future years beginning with the year 2001;

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

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

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

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

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

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

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

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

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

Q:   Who is Wells Capital?

A:   Wells Capital is a Georgia corporation formed in 1984. As of September 30,
2000, Wells Capital had sponsored public real estate programs which have
raised in excess of $567,927,422 from approximately 32,868 investors and
which own and operate a total of 52 commercial real estate properties.

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

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

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

1

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

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

Q.   Do you currently own any real estate properties?

A.   Yes. As of the date of this prospectus, our REIT has acquired and owns
interests in 26 real estate properties.

We own the following properties directly:

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

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

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

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

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

2

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

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

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

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

Q:   Why do you acquire properties in joint ventures?

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

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

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

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

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

Q:   What are the terms of your leases?

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

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

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

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

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

Q:   What is an "UPREIT"?

A:   UPREIT stands for "Umbrella Partnership Real Estate Investment Trust." We
use this structure because a sale of property directly to the REIT is
generally a taxable transaction to the selling

3

property owner. In an UPREIT structure, a seller of a property who desires
to defer taxable gain on the sale of his property may transfer the property
to the UPREIT in exchange for limited partnership units in the UPREIT and
defer taxation of gain until the seller later exchanges his UPREIT units on
a one-for-one basis for REIT shares. If the REIT shares are publicly
traded, the former property owner will achieve liquidity for his
investment. Using an UPREIT structure gives us an advantage in acquiring
desired properties from persons who may not otherwise sell their properties
because of unfavorable tax results.

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

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

A:   We have been making and intend to continue to make dividend distributions
on a quarterly basis to our shareholders. The amount of each dividend
distribution is determined by the board of directors and typically depends
on the amount of distributable funds, current and projected cash
requirements, tax considerations and other factors. However, in order to
remain qualified as a REIT, we must make distributions of at least 95% of
our REIT taxable income each year for years prior to 2001 and 90% of our
REIT taxable income for all future years beginning with the year 2001.

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

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

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

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

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

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

Annualized
Percentage Return
on an Investment
Quarter              Amount                   of $10 per Share
-------              ------                   ----------------

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

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

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

4

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

Q:   May I reinvest the dividends I am supposed to receive in shares of the
Wells REIT?

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

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

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

A:   Yes and No. Generally, dividends that you receive, including dividends that
are reinvested pursuant to our dividend reinvestment plan, will be taxed as
ordinary income to the extent they are from current or accumulated earnings
and profits. We expect that some portion of your dividends will not be
subject to tax in the year received due to the fact that depreciation
expenses reduce taxable income but do not reduce cash available for
distribution. Amounts not subject to tax immediately will reduce the tax
basis of your investment. This, in effect, defers a portion of your tax
until your investment is sold or the Wells REIT is liquidated, at which
time you will be taxed at capital gains rates. However, because each
investor's tax considerations are different, we suggest that you consult
with your tax advisor. You should also review the section of the prospectus
entitled "Federal Income Tax Considerations."

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

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

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

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

We received approximately $132,181,919 in gross offering proceeds from the
sale of 13,218,192 shares of common stock in our initial public offering,
which commenced on January 30, 1998 and was terminated on December 19,
1999. Of the $132,181,919 raised in the initial offering, we invested a
total of $111,032,812 in real estate properties. As of December 10, 2000,
we had received approximately $169,671,659 in gross offering proceeds from
the sale of 16,967,166 shares of common stock in our second offering, which
commenced on December 20, 1999 and was terminated on December 19, 2000. Of
this additional $169,671,659 raised in the second offering, we invested or
expect to invest approximately $142,524,194 in real estate properties.

5

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

Q:   What kind of offering is this?

A:   We are offering the public up to 125,000,000 shares of common stock on a
"best efforts" basis.

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

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

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

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

Q:   How long will this offering last?

A:   The offering will not last beyond December 19, 2002.

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

Q:   Who can buy shares?

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

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

Q:   Is there any minimum investment required?

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

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

Q:   How do I subscribe for shares?

A:   If you choose to purchase shares in this offering, you will need to fill
out a Subscription Agreement, like the one contained in this prospectus as
Exhibit A, for a specific number of shares and pay for the shares at the
time you subscribe. The purchase price will be placed into an account with
Bank of America, N.A., where your funds will be held, along with those of
other subscribers, until we withdraw funds for the acquisition of real
estate properties or the payment of fees and expenses.

6

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

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

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

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

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

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

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

A:   Our management team has extensive previous experience investing in and
managing commercial real estate. Below is a short description of the
background of each of our directors. See the "Management -- Executive
Officers and Directors" section on page 31 of this prospectus for a more
detailed description of the background and experience of each of our
directors.

.    Leo F. Wells, III - President of the Wells REIT and founder of Wells
Real Estate Funds in 1985 and has been involved in real estate sales,
management and brokerage services for over 27 years;

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

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

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

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

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

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

7

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

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

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

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

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

.    Four detailed quarterly dividend reports;

.    Three quarterly financial reports;

.    An annual report; and

.    An annual IRS Form 1099.

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

Q:   When will I get my detailed tax information?

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

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

Q:   Who can help answer my questions?

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

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

8

Prospectus Summary

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

Wells Real Estate Investment Trust, Inc.

Wells Real Estate Investment Trust, Inc. is a REIT that owns net leased
commercial real estate properties. We currently own interests in 26
commercial real estate properties located in 15 states. Our office is located
at 6200 The Corners Parkway, Suite 250, Norcross, Georgia 30092. Our
telephone number outside the State of Georgia is 800-448-1010 (770-449-7800
in Georgia). We refer to Wells Real Estate Investment Trust, Inc. as the
Wells REIT in this prospectus.

Our Advisor

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

Our Management

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

Our REIT Status

As a REIT, we generally are not subject to federal income tax on income
that we distribute to our shareholders. Under the Internal Revenue Code,
REITs are subject to numerous organizational and operational requirements,
including a requirement that they distribute at least 95% of their taxable
income for years prior to 2001 and at least 90% of their taxable income for
all future years beginning with the year 2001. If we fail to qualify for
taxation as a REIT in any year, our income will be taxed at regular corporate
rates, and we may be precluded from qualifying for treatment as a REIT for
the four-year period following our failure to qualify. Even if we qualify as
a REIT for federal income tax purposes, we may still be subject to state and
local taxes on our income and property and to federal income and excise taxes
on our undistributed income.

Summary Risk Factors

Following are the most significant risks relating to your investment:

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

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

9

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

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

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

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

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

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

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

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

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

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

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

Before you invest in the Wells REIT, you should see the complete
discussion of the "Risk Factors" beginning on page 16 of this prospectus.

Description of Properties

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

10

Estimated Use of Proceeds of Offering

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

Investment Objectives

Our investment objectives are:

.    to maximize cash dividends paid to you;

.    to preserve, protect and return your capital contribution;

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

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

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

Conflicts of Interest

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

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

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

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

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

See the "Conflicts of Interest" section of this prospectus on page 51 for a
detailed discussion of the various conflicts of interest relating to your
investment, as well as the procedures that we have established to resolve a
number of these potential conflicts.

11

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

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

100%

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

Wells Real Estate Funds, Inc.

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

100%               100%                          100%

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

100%                                                   Advisory
Agreement

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

Prior Offering Summary

Wells Capital and its affiliates have previously sponsored 13 publicly
offered real estate limited partnerships and the Wells REIT on an unspecified
property or "blind pool" basis. As of September 30, 2000, they have raised
approximately $567,927,422 from approximately 36,868 investors in these 14
public real estate programs. The "Prior Performance Summary" on page 114 of this
prospectus contains a discussion of the Wells programs sponsored to date.
Certain statistical data relating to the Wells programs with investment
objectives similar to ours is also provided in the "Prior Performance Tables"
included at the end of this prospectus.

The Offering

We are offering up to 125,000,000 shares to the public at $10 per share. We
are also offering up to 10,000,000 shares pursuant to our dividend reinvestment
plan at $10 per share, and up to 5,000,000 shares to broker-dealers pursuant to
warrants whereby participating broker-dealers will have the right to purchase
one share for every 25 shares they sell in this offering. The exercise price for
shares purchased pursuant to the warrants is $12 per share.

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Terms of the Offering

We will begin selling shares in this offering upon the effective date of
this prospectus, and this offering will terminate on or before December 19,
2002. However, we may terminate this offering at any time prior to such
termination date. We will hold your investment proceeds in our account until we
withdraw funds for the acquisition of real estate properties or the payment of
fees and expenses. We generally admit shareholders to the Wells REIT on a daily
basis.

Compensation to Wells Capital

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

-------------------------------------------------------------------------------------------------
Estimated $$
Amount for
Maximum Offering
(135,000,000
Type of Compensation                 Form of Compensation               shares)
-------------------------------------------------------------------------------------------------

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

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

13

There are many additional conditions and restrictions on the amount of
compensation Wells Capital and its affiliates may receive. There are also some
smaller items of compensation and expense reimbursements that Wells Capital may
receive. For a more detailed explanation of these fees and expenses payable to
Wells Capital and its affiliates, please see the "Management Compensation"
section of this prospectus on page 46.

Dividend Policy

In order to remain qualified as a REIT, we are required to distribute
95% of our annual taxable income to our shareholders in all years prior to 2001
and 90% of our annual taxable income for all future years beginning with the
year 2001. We have paid dividends to our shareholders at least quarterly since
the first quarter after we commenced operations on June 5, 1998. We calculate
our quarterly dividends based upon daily record and dividend declaration dates
so investors will be entitled to dividends immediately upon purchasing shares.
We expect to pay dividends to you on a quarterly basis.

Listing

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

Dividend Reinvestment Plan

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

Share Redemption Program

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

Wells Operating Partnership, L.P.

We own all of our real estate properties through Wells Operating
Partnership, L.P. (Wells OP), our operating partnership. We are the sole general
partner of Wells OP. Wells Capital is currently the only limited partner based
on its initial contribution of $200,000. Our ownership of properties in Wells OP
is referred to as an "UPREIT." The UPREIT structure allows us to acquire real
estate properties in exchange for limited partnership units in Wells OP. This
structure will also allow sellers of properties to transfer their properties to
Wells OP in exchange for units of Wells OP and defer gain recognition for tax
purposes with respect to such transfers of properties. At present, we have no
plans to acquire any specific 

14

properties in exchange for units of Wells OP. The holders of units in Wells OP
may have their units redeemed for cash under certain circumstances. (See "The
Operating Partnership Agreement.")

ERISA Considerations

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

Description of Shares

General
-------

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

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

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

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

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

For a more complete description of the shares, including restrictions
on the ownership of shares, please see the "Description of Shares" section of
this prospectus on page 142.

15

Risk Factors

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

Investment Risks

Marketability Risk

There is no public trading market for your shares.

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

Management Risks

You must rely on Wells Capital for selection of properties.

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

We depend on key personnel.

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

Conflicts of Interest Risks

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

Wells Capital and its affiliates are general partners and sponsors of
other real estate programs having investment objectives and legal and financial
obligations similar to the Wells REIT. Because Wells Capital and its affiliates
have interests in other real estate programs and also engage in other business
activities, they may have conflicts of interest in allocating their time between
our business and these other activities. During times of intense activity in
other programs and ventures, they may devote less time and resources to our
business than is necessary or appropriate. (See "Conflicts of Interest.")

16

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

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

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

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

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

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

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

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

Affiliates of Wells Capital are currently sponsoring a public offering
on behalf of Wells Fund XII and are currently in the process of registering a
public offering on behalf of Wells Fund XIII, both of which are or will be
unspecified property real estate programs. (See "Prior Performance Summary.") In
the event that we enter into a joint venture with Wells Fund XII, Wells Fund
XIII or any other Wells program or joint venture, we may face certain additional
risks and potential conflicts of interest. For example, Wells Fund XII, Wells
Fund XIII and the other Wells public limited partnerships will never have an
active trading market. Therefore, if we become listed on a national exchange, we
may no longer have similar goals and objectives with respect to the resale of
properties in the future. In addition, in the event that the Wells REIT is not
listed on a securities exchange by January 30, 2008, our organizational
documents provide for an orderly liquidation of our assets. In the event of such
liquidation, any joint venture between the Wells REIT and another Wells program
may be required to sell its properties at such time. The Wells program we have
entered into a joint venture with may not desire to sell the properties at that
time. Although the terms of any joint venture agreement between the Wells REIT
and another Wells program would grant the other Wells program a right of first
refusal to buy such properties, it is unlikely that they would have sufficient
funds to exercise the right of first refusal under these circumstances.

Under certain joint venture arrangements, neither co-venturer may have
the power to control the venture, and an impasse could be reached regarding
matters pertaining to the joint venture, which might have a negative influence
on the joint venture and decrease potential returns to you. In the event that a

17

co-venturer has a right of first refusal to buy out the other co-venturer, it
may be unable to finance such buy-out at that time. It may also be difficult for
us to sell our interest in any such joint venture or partnership or as a
co-tenant in property. In addition, to the extent that our co-venturer, partner
or co-tenant is an affiliate of Wells Capital, certain conflicts of interest
will exist. (See "Conflicts of Interest -- Joint Ventures with Affiliates of
Wells Capital.")

General Investment Risks

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

Provisions of Maryland Corporation Law applicable to us prohibit
business combinations with:

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

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

.     an affiliate of an interested shareholder.

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

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

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

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

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

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

Even though our share redemption program provides you with the
opportunity to redeem your shares for $10 per share (or the price you paid for
the shares, if lower than $10) after you have held them for a period of one
year, you should be fully aware that our share redemption program contains
certain restrictions and limitations. Shares will be redeemed on a first-come,
first-served basis and will be 

18

limited to the lesser of (1) during any calendar year, three percent (3%) of the
weighted average number of shares outstanding during the prior calendar year, or
(2) the proceeds we receive from the sale of shares under our dividend
reinvestment plan such that in no event shall the aggregate amount of
redemptions under our share redemption program exceed aggregate proceeds
received from the sale of shares pursuant to our dividend reinvestment plan. In
addition, the board of directors reserves the right to reject any request for
redemption or to amend or terminate the share redemption program at any time.
Therefore, in making a decision to purchase shares of the Wells REIT, you should
not assume that you will be able to sell any of your shares back to us pursuant
to our share redemption program. (See "Description of Shares - Share Redemption
Program.")

We established the offering price on an arbitrary basis.

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

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

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

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

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

The availability and timing of cash dividends is uncertain.

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

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

Substantially all of the gross proceeds of the offering will be used
for investment in properties and for payment of various fees and expenses. (See
"Estimated Use of Proceeds.") In addition, we do not anticipate that we will
maintain any permanent working capital reserves. Accordingly, in the event that
we develop a need for additional capital in the future for the improvement of
our properties or for any 

19

other reason, we have not identified any sources for such funding, and we cannot
assure you that such sources of funding will be available to us for potential
capital needs in the future.

Real Estate Risks

General Real Estate RisksReal Estate Risks

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

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

.     changes in general economic or local conditions;

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

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

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

.     periods of high interest rates and tight money supply.

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

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

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

We are dependent on tenants for our revenue.

Most of our properties are occupied by a single tenant and, therefore,
the success of our investments are materially dependant on the financial
stability of our tenants. Lease payment defaults by tenants could cause us to
reduce the amount of distributions to shareholders. A default of a tenant on its
lease payments to us would cause us to lose the revenue from the property and
cause us to have to find an alternative source of revenue to meet the mortgage
payment and prevent a foreclosure if the property is subject to a mortgage. In
the event of a default, we may experience delays in enforcing our rights as
landlord and may incur substantial costs in protecting our investment and
re-letting our property. If a lease is terminated, we cannot assure you that we
will be able to lease the property for the rent previously received or sell the
property without incurring a loss.

We rely on certain tenants.

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

20

18.0% of our gross rental revenues and rental income from Marconi Data Systems,
Inc. represents approximately 9.9% of our gross rental revenues. The revenues
generated by the properties these two tenants occupy are substantially reliant
upon the financial condition of these tenants and, accordingly, any event of
bankruptcy, insolvency or a general downturn in the business of either of these
tenants may result in the failure or delay of such tenant's rental payments
which may have a substantial adverse effect on our financial performance. (See
"Description of Properties" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations.")

We may not have funding for future tenant improvements.

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

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

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

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

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

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

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

21

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

.     Wells Development fails to develop the property;

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

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

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

Competition for investments may increase costs and reduce returns.

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

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

Delays we encounter in the selection, acquisition and development of
properties could adversely affect your returns. Where properties are acquired
prior to the start of construction or during the early stages of construction,
it will typically take several months to complete construction and rent
available space. Therefore, you could suffer delays in the distribution of cash
dividends attributable to those particular properties.

22

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

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

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

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

Financing Risks

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

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

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

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

23

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

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

Federal Income Tax Risks

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

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

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

Legislative or regulatory action could adversely affect investors.

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

Retirement Plan Risks

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

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

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

24

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

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

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

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

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

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

For a more complete discussion of the foregoing issues and other risks
associated with an investment in shares by retirement plans, please see the
"ERISA Considerations" section of this prospectus on page 139.

Suitability Standards

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

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

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

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

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

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

Except in the states of Maine, Minnesota, Nebraska and Washington, if
you have satisfied the minimum purchase requirements and have purchased units in
other Wells programs or units or shares in 

25

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

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

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

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

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

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

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

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

Estimated Use of Proceeds

The following tables set forth information about how we intend to use
the proceeds raised in this offering assuming that we sell 62,000,000 shares and
135,000,000 shares, respectively, pursuant to this offering. Many of the figures
set forth below represent management's best estimate since they cannot be
precisely calculated at this time. We expect that at least 84.0% of the money
you invest will be used to buy real estate, while the remaining up to 16.0% will
be used for working capital and to pay expenses and fees including the payment
of fees to Wells Capital, our advisor, and Wells Investment Securities, our
Dealer Manager.

26

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

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

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

1.   Assumes that an aggregate of $620,000,000 will be raised in this offering
for purposes of illustrating the percentage of estimated organization and
offering expenses at two different sales levels. See Note 4 below.

_________________________
(Footnotes to "Estimated Use of Proceeds")

2.       Assumes the maximum offering is sold which includes 125,000,000 shares
offered to the public at $10 per share and 10,000,000 shares offered
pursuant to our dividend reinvestment plan at $10 per share. Excludes
5,000,000 shares to be issued upon exercise of the soliciting dealer
warrants.

3.       Includes selling commissions equal to 7.0% of aggregate gross offering
proceeds which commissions may be reduced under certain circumstances
and a dealer manager fee equal to 2.5% of aggregate gross offering
proceeds, both of which are payable to the Dealer Manager, an affiliate
of the advisor. The Dealer Manager, in its sole discretion, may reallow
selling commissions of up to 7.0% of gross offering proceeds to other
broker-dealers participating in this offering attributable to the units
sold by them and may reallow out of its dealer manager fee up to 1.5%
of gross offering proceeds in marketing fees and due diligence expenses
to broker-dealers participating in this offering based on such factors
as the volume of units sold by such participating broker-dealers,
marketing support provided by such participating broker-dealers and
bona fide conference fees incurred. The amount of selling commissions
may often be reduced under certain circumstances for volume discounts.
See the "Plan of Distribution" section of this prospectus for a
description of such provisions.

4.       Organization and offering expenses consist of reimbursement of actual
legal, accounting, printing and other accountable offering expenses,
including amounts to reimburse Wells Capital, our advisor, for
marketing, salaries and direct expenses of its employees while engaged
in registering and marketing the shares and other marketing and
organization costs, other than selling commissions and the dealer
manager fee. Wells Capital and its affiliates will be responsible for
the payment of organization and offering expenses, other than selling
commissions and the dealer manager fee, to the extent they exceed 3.0%
of gross offering proceeds without recourse against or reimbursement by
the Wells REIT. We currently estimate that approximately $18,600,000 of
organization and offering costs will be incurred if the maximum
offering of 135,000,000 shares is sold.

5.       Until required in connection with the acquisition and development of
properties, substantially all of the net proceeds of the offering and,
thereafter, the working capital reserves of the Wells REIT, 

27

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

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

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

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

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

Management

General

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

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

Proposed transactions are often discussed before being brought to a
final board vote. During these discussions, independent directors often offer
ideas for ways in which deals can be changed to make them acceptable and these
suggestions are taken into consideration when structuring transactions. Each
director will serve until the next annual meeting of shareholders or until his
successor has been duly 

28

elected and qualified. Although the number of directors may be increased or
decreased, a decrease shall not have the effect of shortening the term of any
incumbent director.

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

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

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

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

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

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

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

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

29

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

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

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

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

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

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

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

Committees of the Board of Directors

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

Audit Committee

The Audit Committee meets on a regular basis at least three times a
year. The Audit Committee members are Messrs. Bell, Carpenter, Carter, Keogler,
Moss, Sessoms and Strickland. The board of directors adopted our Audit Committee
Charter at its quarterly board meeting held September 27, 2000. The Audit
Committee's primary function is to assist the board of directors in fulfilling
its oversight responsibilities by reviewing the financial information to be
provided to the shareholders and others, the system of internal controls which
management has established, and the audit and financial reporting process.

Compensation Committee

Our board of directors has also established a Compensation Committee to
administer the 2000 Employee Stock Option Plan, as described below, which was
approved by the shareholders at our annual shareholders meeting held June 28,
2000. The Compensation Committee is comprised of Messrs. Bell, Carpenter,
Carter, Keogler, Moss, Sessoms and Strickland. The primary function of the
Compensation Committee is to administer the granting of stock options to
selected employees of Wells Capital and Wells Management based upon
recommendations from Wells Capital, and to set the terms and conditions of such
options in accordance with the 2000 Employee Stock Option Plan.

30

Executive Officers and Directors

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

Name                                  Position(s)                                                   Age
----                                  -----------                                                   ---

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

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

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

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

Mr. Wells has over 27 years of experience in real estate sales,
management and brokerage services. In addition to being the President and a
director of the Wells REIT, he is currently a co-general partner in a total of
26 real estate limited partnerships formed for the purpose of acquiring,
developing and operating office buildings and other commercial properties. As of
September 30, 2000, these 26 real estate limited partnerships represented
investments totaling approximately $313,562,916 from approximately 27,322
investors.

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

.     Wells Investment Securities, Inc., our Dealer Manager;
.     Wells Real Estate Funds, Inc.; and
.     Wells Advisors, Inc.

31

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

Mr. Williams is a member of the American Institute of Certified Public
Accountants and the Georgia Society of Certified Public Accountants. Mr.
Williams received a bachelor of arts degree from Dartmouth College and a Masters
of Business Administration degree from the Amos Tuck School of Graduate Business
Administration at Dartmouth College.

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

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

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

Mr. Carpenter is currently President and director of Realmark Holdings
Corp., a residential and commercial real estate developer, and has served in
that position since October 1983. Mr. Carpenter is also a managing partner of
Carpenter Properties, L.P., a real estate limited partnership. He is also
President and director of Commonwealth Oil Refining Company, Inc., a position he
has held since 1984.

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

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

32

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

Mr. Carter currently serves as Senior Vice President for The Executive
Committee, a 43-year old international organization established to aid
presidents and CEOs to share ideas on ways to improve the management and
profitability of their respective companies. The Executive Committee operates in
numerous large cities throughout the United States, Canada, Australia, France,
Italy, Malaysia, Brazil, the United Kingdom and Japan. The Executive Committee
has more than 7,000 presidents and CEOs who are members. In addition, Mr. Carter
was the first Chairman of the organization recruited in Atlanta and still serves
as Chairman of the first two groups formed in Atlanta, each comprised of 14
noncompeting CEOs and presidents. Mr. Carter is a graduate of the University of
Missouri where he earned degrees in journalism and social psychology.

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

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

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

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

Walter W. Sessoms was employed by Southern Bell and its successor
company, BellSouth, from 1956 until his retirement in June 1997. While at
BellSouth, Mr. Sessoms served in a number of key 

33

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

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

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

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

Compensation of Directors

We pay each of our independent directors $500 per month plus $125 for
each board meeting he attends. In addition, we have reserved 100,000 shares of
common stock for future issuance upon the exercise of stock options granted to
the independent directors pursuant to our Independent Director Stock Option Plan
and 500,000 shares for future issuance upon the exercise of warrants to be
granted to the independent directors pursuant to our Independent Director
Warrant Plan. All directors receive reimbursement of reasonable out-of-pocket
expenses incurred in connection with attendance at meetings of the board of
directors. If a director also is an officer of the Wells REIT, we do not pay
separate compensation for services rendered as a director.

Independent Director Stock Option Plan

Our Independent Director Stock Option Plan (Director Option Plan) was
approved by our shareholders at the annual shareholders meeting held June 16,
1999. We issued non-qualified stock options to purchase 2,500 shares (Initial
Options) to each independent director pursuant to our Director 

34

Option Plan. In addition, we issued options to purchase 1,000 shares to each
independent director in connection with the 2000 annual meeting of stockholders
and will continue to issue options to purchase 1,000 shares (Subsequent Options)
to each independent director then in office on the date of each annual
stockholder's meeting. The Initial Options and the Subsequent Options are
collectively referred to as the "Director Options." Director Options may not be
granted at any time when the grant, along with grants to other independent
directors, would exceed 10% of our issued and outstanding shares. As of
September 30, 2000, each independent director had been granted options to
purchase a total of 3,500 shares under the Director Option Plan, of which 1,000
of those shares were exercisable. The exercise price for the Initial Options is
$12.00 per share. The exercise price for the Subsequent Options is the greater
of (1) $12.00 per share or (2) the fair market value of the shares on the date
they are granted. Fair market value is defined generally to mean:

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

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

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

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

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

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

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

Options granted under the Director Option Plan shall lapse on the first
to occur of (1) the tenth anniversary of the date we grant them, (2) the removal
for cause of the independent director as a member of the board of directors, or
(3) three months following the date the independent director ceases to be a
director for any reason other than death or disability, and may be exercised by
payment of cash or through the delivery of common stock. Director Options
granted under the Director Option Plan are generally exercisable in the case of
death or disability for a period of one year after death or the disabling event.
No Director Option issued may be exercised if such exercise would jeopardize our
status as a REIT under the Internal Revenue Code.

35

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

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

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

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

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

Independent Director Warrant Plan

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

A total of 500,000 Warrants have been authorized and reserved for
issuance under the Director Warrant Plan, each of which will be redeemable for
one share of our common stock. Upon our dissolution or liquidation, or upon a
reorganization, merger or consolidation, where we are not the surviving
corporation, or upon our sale of all or substantially all of our properties, the
Director Warrant Plan shall terminate, and any outstanding Warrants shall
terminate and be forfeited; provided, however, that holders of Warrants may
exercise any Warrants that are otherwise exercisable immediately prior to the
effective date of the dissolution, liquidation, consolidation or merger.
Notwithstanding the above, the board of directors may provide in writing in
connection with any such transaction for any or all of the following
alternatives: (1) for the assumption by the successor corporation of the
Warrants theretofore granted or the substitution by such corporation for such
Warrants of awards covering the stock of the successor corporation, or a parent
or subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and prices; (2) for the continuance of the Director Warrant Plan by such
successor corporation in which event the Director Warrant Plan and the Warrants
shall continue in the manner and under the terms so provided; or (3) for the
payment in cash or shares in lieu of and in complete satisfaction of such
Warrants.

No Warrant may be sold, pledged, assigned or transferred by an
independent director in any manner other than by will or the laws of descent or
distribution. All Warrants exercised during the 

36

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

2000 Employee Stock Option Plan

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

The Employee Option Plan provides for the formation of a Compensation
Committee consisting of two or more of our independent directors. (See
"Committees of the Board of Directors.") The Compensation Committee shall
conduct the general administration of the Employee Option Plan. The Compensation
Committee is authorized to grant "non-qualified" stock options (Employee
Options) to selected employees of Wells Capital and Wells Management based upon
the recommendation of Wells Capital and subject to the absolute discretion of
the Compensation Committee and applicable limitations of the Employee Option
Plan. The exercise price for the Employee Options shall be the greater of (1)
$11.00 per share or (2) the fair market value of the shares on the date the
option is granted. A total of 750,000 shares have been authorized and reserved
for issuance under the Employee Option Plan.

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

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

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

Our organizational documents limit the personal liability of our
shareholders, directors and officers for monetary damages to the fullest extent
permitted under current Maryland Corporation Law. We also maintain a directors
and officers liability insurance policy. Maryland Corporation Law allows

37

directors and officers to be indemnified against judgments, penalties, fines,
settlements and expenses actually incurred in a proceeding unless the following
can be established:

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

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

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

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

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

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

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

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

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

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

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

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

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

38

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

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

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

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

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

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

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

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

The Advisor

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

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

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

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

39

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

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

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

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

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

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

40

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

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

The Advisory Agreement

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

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

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

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

.     arrange for financing and refinancing of properties; and

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

The term of the current advisory agreement ends on January 30, 2001 and
may be renewed for an unlimited number of successive one-year periods.
Additionally, the advisory agreement may be terminated:

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

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

.     immediately with "good reason" by Wells Capital.

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

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

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

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

41

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

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

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

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

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

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

.     acquisition expenses, which are defined to include expenses
related to the selection and acquisition of properties, at the
lesser of actual cost or 90% of competitive rates charged by
unaffiliated persons providing similar services.

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

42

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

Shareholdings

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

Affiliated Companies

Property Manager

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

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

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

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

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

43

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

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

Wells Management is engaged in the business of real estate management.
It was organized and commenced active operations in 1983 to lease and manage
real estate projects which Wells Capital and its affiliates operate or in which
they own an interest. As of September 30, 2000, Wells Management was managing in
excess of 4,293,000 square feet of office buildings and shopping centers. We
will pay Wells Management property management and leasing fees not exceeding the
lesser of: (A) 4.5% of gross revenues, or (B) 0.6% of the net asset value of the
properties (excluding vacant properties) owned by the Wells REIT, calculated on
an annual basis. For purposes of this calculation, net asset value shall be
defined as the excess of (1) the aggregate of the fair market value of all
properties owned by the Wells REIT (excluding vacant properties), over (2) the
aggregate outstanding debt of the Wells REIT (excluding debts having maturities
of one year or less). In addition, we may pay Wells Management a separate fee
for the one-time initial rent-up or leasing-up of newly constructed properties
in an amount not to exceed the fee customarily charged in arm's length
transactions by others rendering similar services in the same geographic area
for similar properties as determined by a survey of brokers and agents in such
area (customarily equal to the first month's rent).

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

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

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

.     Wells Capital;

.     Wells Management;

44

.     partnerships organized by Wells Management and its affiliates;
and

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

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

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

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

Dealer Manager

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

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

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

IRA Custodian

Wells Advisors, Inc. (Wells Advisors) was organized in 1991 for the
purpose of acting as a non-bank custodian for IRAs investing in the securities
of Wells real estate programs. Wells Advisors currently charges no fees for such
services. Wells Advisors was approved by the Internal Revenue Service to act as
a qualified non-bank custodian for IRAs on March 20, 1992. In circumstances
where Wells Advisors acts as an IRA custodian, the authority of Wells Advisors
is limited to holding limited partnership units or REIT shares on behalf of the
beneficiary of the IRA and making distributions or reinvestments in such units
or shares solely at the direction of the beneficiary of the IRA. Well Advisors
is not authorized to vote any of such units or shares held in any IRA except in
accordance with the written instructions of the beneficiary of the IRA. Mr.
Wells is the President and sole director and owns 50% of the common stock and
all of the preferred stock of Wells Advisors. As of September 30, 2000, Wells
Advisors was acting as the IRA custodian for in excess of $85,843,000 in Wells
real estate program investments.

Management Decisions

The primary responsibility for the management decisions of Wells
Capital and its affiliates, including the selection of investment properties to
be recommended to our board of directors, the negotiation for these investments,
and the property management and leasing of these investment properties will
reside in Leo F. Wells, III, Douglas P. Williams, M. Scott Meadows, Michael C.
Berndt and Allen G. Delenick. Wells Capital seeks to invest in commercial
properties that satisfy our investment objectives, typically office buildings
located in densely populated suburban markets in which the major 

45

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

Management Compensation

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

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

Organizational and Offering Stage

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

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

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

Acquisition and Development Stage

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

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

46

Operational Stage

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

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

Subordinated        After investors have received a return of their net capital           Actual amounts 
Participation in    contributions and an 8.0% per year cumulative,                        are dependent   
Net Sale            noncompounded return, then Wells Capital is entitled to               upon results of 
Proceeds - Wells    receive 10.0% of remaining net sale proceeds.                         operations and  
Capital (3)                                                                               therefore cannot 
be determined at 
the present time.

47

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

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

___________________________
(Footnotes to "Management Compensation")

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

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

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

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

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

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

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

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

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

48

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

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

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

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

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

In addition, Wells Capital and its affiliates will be reimbursed only
for the actual cost of goods, services and materials used for or by the Wells
REIT. Wells Capital may be reimbursed for the administrative services necessary
to the prudent operation of the Wells REIT provided that the reimbursement shall
be at the lower of the advisor's actual cost or the amount the Wells REIT would
be required to pay to independent parties for comparable administrative services
in the same geographic location. We will not reimburse Wells Capital or its
affiliates for services for which they are entitled to compensation by way of a
separate fee.

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

Stock Ownership

The following table shows, as of September 30, 2000, the amount of our
common stock beneficially owned (unless otherwise indicated) by (1) any person
who is known by us to be the beneficial owner of more than 5% of the outstanding
shares of common stock, (2) our directors, (3) our executive officers, and (4)
all of our directors and executive officers as a group.

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

Name and Address of Beneficial Owner
----------------------------------------------------------------------- ------------------ -----------------------
Leo F. Wells, III (1)                                                                 344                       *
6200 The Corners Parkway, Suite 250
Norcross, GA  30092
----------------------------------------------------------------------- ------------------ -----------------------
Douglas P. Williams (1)                                                               100                       *
6200 The Corners Parkway, Suite 250
Norcross, GA  30092
----------------------------------------------------------------------- ------------------ -----------------------

49

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

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

*    Less than 1% of the outstanding common stock.

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

50

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

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

Conflicts of Interest

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

The independent directors have an obligation to function on our behalf
in all situations in which a conflict of interest may arise and will have a
fiduciary obligation to act on behalf of the shareholders. These conflicts
include, but are not limited to, the following:

Interests in Other Real Estate Programs

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

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

As described in the "Prior Performance Summary," Wells Capital and its
affiliates have sponsored the following 13 other public real estate programs
with substantially identical investment objectives as those of the Wells REIT:

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

In the event that the Wells REIT, or any other Wells program or other
entity formed or managed by Wells Capital or its affiliates is in the market for
similar properties, Wells Capital will review the 

51

investment portfolio of each such affiliated entity prior to making a decision
as to which Wells program will purchase such properties. (See "Certain Conflict
Resolution Procedures.")

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

Other Activities of Wells Capital and its Affiliates

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

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

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

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

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

Competition

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

52

addition, Wells Capital will seek to reduce conflicts which may arise with
respect to properties available for sale or rent by making prospective
purchasers or tenants aware of all such properties. However, these conflicts
cannot be fully avoided in that Wells Capital may establish differing
compensation arrangements for employees at different properties or differing
terms for resales or leasing of the various properties.

Affiliated Dealer Manager

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

Affiliated Property Manager

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

Lack of Separate Representation

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

Joint Ventures with Affiliates of Wells Capital

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

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

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

53

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

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

Certain Conflict Resolution Procedures

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

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

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

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

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

.        the cash requirements of each program;

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

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

.        the anticipated cash flow of each program;

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

.        the size of the investment; and

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

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

Investment Objectives and Criteria

General

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

.       to maximize cash dividends paid to you;

.       to preserve, protect and return your capital contributions;

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

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

55

We cannot assure you that we will attain these objectives or that our capital
will not decrease. We may not change our investment objectives, except upon
approval of shareholders holding a majority of the shares.

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

Acquisition and Investment Policies

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

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

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

We will not invest more than 10% of the net offering proceeds
available for investment in properties in unimproved or non-income producing
properties. A property which is expected to produce income within two years of
its acquisition will not be considered a non-income producing property.

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

56

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

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

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

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

.       plans and specifications;

.       environmental reports;

.       surveys;

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

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

.       title and liability insurance policies.

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

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

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

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

.       changes in general economic or local conditions;

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

57

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

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

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

.       tenant turnover; and

.       general overbuilding or excess supply in the market area.

Development and Construction of Properties

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

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

Acquisition of Properties from Wells Development Corporation

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

.       acquire a parcel of land;

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

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

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

58

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

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

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

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

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

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

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

59

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

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

Terms of Leases and Tenant Creditworthiness

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

Wells Capital has developed specific standards for determining the
creditworthiness of potential tenants of our properties. While authorized to
enter into leases with any type of tenant, we anticipate that a majority of our
tenants will be large corporations or other entities which have a net worth in
excess of $100,000,000 or whose lease obligations are guaranteed by another
corporation or entity with a net worth in excess of $100,000,000. As of
September 30, 2000, approximately 75% of the aggregate gross rental income of
the Wells REIT was derived from tenants which are corporations, each of which at
the time of lease execution had a net worth of at least $100,000,000 or whose
lease obligations were guaranteed by another corporation having a net worth of
at least $100,000,000.

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

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

60

Joint Venture Investments

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

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

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

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

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

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

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

61

Borrowing Policies 

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

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

There is no limitation on the amount we may invest in any single improved
property or on the amount we can borrow for the purchase of any property. The
NASAA Guidelines only limit our borrowing to 75% of the value of all properties
unless any excess borrowing is approved by a majority of the independent
directors and is disclosed to shareholders in our next quarterly report.
However, under our articles of incorporation, we have a self-imposed limitation
on borrowing which precludes us from borrowing in the aggregate in excess of 50%
of the value of all of our properties. As of December 10, 2000, we had an
aggregate debt leverage ratio of 10% of the value of our properties.

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

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

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

Disposition Policies

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

.    the tenant has involuntarily liquidated;

62

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

.    an opportunity has arisen to improve other properties;

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

.    the tenant is in default under the lease; or

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

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

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

Investment Limitations

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

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

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

.    make or invest in mortgage loans except in connection with a sale or
other disposition of a property;

63

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

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

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

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

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

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

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

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

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

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

.    issue "redeemable securities" as defined in Section 2(a)(32) of the
Investment Company Act of 1940;

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

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

64

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

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

.    lend money to Wells Capital or its affiliates.                    

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

Change in Investment Objectives and Limitations

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

Description of Properties

General

As of December 10, 2000, we had purchased interests in 26 real estate
properties located in 15 states, all of which are leased to tenants on a triple-
net basis. The cost of each of the properties will be depreciated for tax
purposes over a 40 year period on a straight-line basis. We believe all of the
properties are adequately covered by insurance and are suitable for their
intended purposes. The following table provides certain additional information
about these properties.

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

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

65

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

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

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

66

Joint Ventures with Affiliates

The Wells Fund VIII-Fund IX-REIT Joint Venture

Wells OP entered into a Joint Venture Agreement with the Fund VIII-IX Joint
Venture known as the Wells Fund VIII-Fund IX-REIT Joint Venture (VIII-IX-REIT
Joint Venture) for the purpose of the ownership, leasing, operation, sale and
management of the Quest Building. The investment objectives of Wells Fund VIII
and Wells Fund IX are substantially identical to our investment objectives.

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

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

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

The Wells Fund XII-REIT Joint Venture

Wells Fund XII and Wells OP entered into a Joint Venture Partnership
Agreement for the purpose of acquiring, owning, leasing, operating and managing
real properties. The joint venture partnership is known as the Wells Fund XII-
REIT Joint Venture Partnership (XII-REIT Joint Venture). The investment
objectives of Wells Fund XII are substantially identical to our investment
objectives.

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

-------------------------------------------------------------------
Joint Venture Partner    Capital Contribution     Equity Interest
-------------------------------------------------------------------
Wells OP                      $7,096,245               50.00%
-------------------------------------------------------------------
Wells Fund XII                $7,096,245               50.00%
-------------------------------------------------------------------

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

67

The Wells Fund XI-Fund XII-REIT Joint Venture

Wells OP entered into an Amended and Restated Joint Venture Partnership
Agreement with Wells Fund XI and Wells Fund XII for the purpose of the
acquisition, ownership, development, leasing, operation, sale and management of
real properties known as The Wells Fund XI-Fund XII-REIT Joint Venture (XI-XII-
REIT Joint Venture). The XI-XII-REIT Joint Venture was originally formed on May
1, 1999 between Wells OP and Wells Fund XI. On June 21, 1999, Wells Fund XII was
admitted to the XI-XII-REIT Joint Venture as a joint venture partner. The
investment objectives of Wells Fund XI and Wells Fund XII are substantially
identical to our investment objectives.

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

-------------------------------------------------------------------
Joint Venture Partner     Capital Contribution    Equity Interest
-------------------------------------------------------------------
Wells OP                       $ 17,641,211            56.77%
-------------------------------------------------------------------
Wells Fund XI                  $  8,131,351            26.17%
-------------------------------------------------------------------
Wells Fund XII                 $  5,300,000            17.06%
-------------------------------------------------------------------

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

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

Wells OP entered into an Amended and Restated Joint Venture Agreement with
Wells Fund IX, Wells Fund X and Wells Fund XI, known as The Fund IX, Fund X,
Fund XI and REIT Joint Venture (IX-X-XI-REIT Joint Venture) for the purpose of
the acquisition, ownership, development, leasing, operation, sale and management
of real properties. The IX-X-XI-REIT Joint Venture, formerly known as Fund IX
and X Associates, was originally formed on March 20, 1997 between Wells Fund IX
and Wells Fund X. On June 11, 1998, Wells OP and Wells Fund XI were admitted as
joint venture partners to the IX-X-XI-REIT Joint Venture. The investment
objectives of Wells Fund IX, Wells Fund X and Wells Fund XI are substantially
identical to our investment objectives.

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

-------------------------------------------------------------------
Joint Venture Partner     Capital Contribution    Equity Interest
-------------------------------------------------------------------
Wells OP                      $ 1,421,466               3.74%
-------------------------------------------------------------------
Wells Fund IX                 $14,833,708              39.00%
-------------------------------------------------------------------
Wells Fund X                  $18,420,162              48.43%
-------------------------------------------------------------------
Wells Fund XI                 $ 3,357,436               8.83%
-------------------------------------------------------------------

68

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

The Fremont Joint Venture

Wells OP entered into a Joint Venture Agreement known as Wells/Fremont
Associates (Fremont Joint Venture) with Fund X and Fund XI Associates (X-XI
Joint Venture), a joint venture between Wells Fund X and Wells Fund XI. The
purpose of the Fremont Joint Venture is the acquisition, ownership, leasing,
operation, sale and management of real properties, including, but not limited
to, the Fairchild Building.

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

The Cort Joint Venture

Wells OP entered into a Joint Venture Agreement with the X-XI Joint Venture
known as Wells/Orange County Associates (Cort Joint Venture) for the purpose of
the acquisition, ownership, leasing, operation, sale and management of real
properties, including, but not limited to, the Cort Furniture Building.

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

General Provisions of Joint Venture Agreements

Wells OP is acting as the initial Administrative Venturer of the VIII-IX-
REIT Joint Venture, the XII-REIT Joint Venture, the XI-XII-REIT Joint Venture,
the IX-X-XI-REIT Joint Venture, the Fremont Joint Venture and the Cort Joint
Venture and, as such, is responsible for establishing policies and operating
procedures with respect to the business and affairs of each of these joint
ventures. However, approval of the other joint venture partners will be required
for any major decision or any action which materially affects these joint
ventures or their real property investments.

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

The Motorola Plainfield Building

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

69

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

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

The Motorola Plainfield Building is leased to Motorola. Motorola is a
global leader in providing integrated communications solutions and embedded
electronic solutions, including software-enhanced wireless telephones, two-way
radios and digital and analog systems and set-top terminals for broadband cable
television operators.

The initial term of the Motorola lease is ten years which commenced on
November 1, 2000 and expires on October 31, 2010. Motorola has the right to
extend the Motorola lease for two additional five-year periods of time for a
base rent equal to the greater of (i) the last year's rent, or (ii) 95% of the
then-current "fair market rental rate." The base rent payable for the initial
lease term is as follows:

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

The Motorola lease grants Motorola a right of first refusal to purchase the
Motorola Plainfield Building if Wells OP attempts to sell the property during
the term of the lease.

Additionally, upon giving written notice to Wells OP, Motorola has an
expansion right for an additional 143,000 rentable square feet. Upon completion
of the expansion, the term of the Motorola lease shall be extended an additional
ten years after Motorola occupies the expansion space. The base rent for the
expansion space shall be determined by the construction costs and fees for the
expansion. The base rent for the original building for the extended ten-year
period shall be the greater of (i) the then-current base rent, or (ii) 95% of
the then-current "fair market rental rate."

The Quest Building

The Quest Building (formerly the Bake Parkway Building) is a two-story
office building containing approximately 65,006 rentable square feet on a 4.4
acre tract of land in Irvine, California. Construction of the Quest Building was
completed in 1984 and the building was refurbished in 1996. The VIII-IX Joint
Venture purchased the Quest Building on January 10, 1997 for a purchase price of
$7,193,000. On July 1, 2000, the VIII-IX Joint Venture contributed the Quest
Building to the VIII-IX-REIT Joint Venture and was credited with making a
capital contribution to the joint venture in the amount of $7,612,733. (See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources.")

The Quest Building is currently leased to Quest Software, Inc. (Quest).
Quest is a publicly traded corporation that provides software database
management and disaster recovery services for its clients. Quest was established
in April 1987 to develop and market software products to help insure
uninterrupted, high performance access to enterprise and custom computing
applications and databases. Quest has organized their product offerings to
target application development and deployment, performance and availability, and
information delivery needs of the Oracle and other open systems markets. Quest
has grown to more than 1,000 people worldwide and has more than 5,000 installed

70

customer sites.

The initial term of the lease is 42 months which commenced on June 9, 2000
and expires on December 31, 2003. The base rent payable for the initial six
months of the lease was $326,700. The annual base rent payable for the remaining
portion of the initial lease term is $1,287,119. Quest has the right to extend
the lease for two additional one-year periods of time at an annual base rent of
$1,365,126.

The Delphi Building

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

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

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

The initial term of the Delphi lease is seven years which commenced on May
1, 2000 and expires on April 30, 2007. Delphi LLC has the right to extend the
Delphi lease for two additional five-year periods of time at 95% of the then-
current fair market rental rate. The base rent payable for the initial lease
term is as follows:

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

The Avnet Building

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

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

The Avnet Building is subject to a first priority mortgage in favor of
SouthTrust securing a SouthTrust Line of Credit, which is more particularly
described in the "Real Estate Loans" section of this prospectus.

71

The Avnet Building is leased to Avnet, Inc. (Avnet). Avnet is a Fortune 300
company and one of the world's largest industrial distributors of electronic
components and computer products, including microprocessors, semi-conductors and
electromechanical devices, serving customers in 60 countries. Additionally,
Avnet distributes a variety of computer products to consumers and resellers.
Avnet sells products of more than 100 of the world's leading component
manufacturers to customers around the world.

The initial term of the Avnet lease is ten years which commenced on May 1,
2000 and expires on April 30, 2010. Avnet has the right to extend the Avnet
lease for two additional five-year periods of time. The yearly rent payable for
the first three years of each extension period will be at the current fair
market rental rate at the end of the preceding term. The yearly rent payable for
the fourth and fifth years of each extension period will be the current fair
market rental rate at the end of the preceding term multiplied by a factor of
1.093.

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

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

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

Avnet also has an expansion option which allows Avnet the ability to expand
the Avnet Building during the term of the Avnet lease. Wells OP has the option
to undertake the expansion or allow Avnet to undertake the expansion at its own
expense, subject to certain terms and conditions.

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

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

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

The Siemens Building

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

72

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

The initial term of the Siemens lease is ten years which commenced on March
3, 2000 and expires on August 31, 2010. Siemens has the right to extend the
Siemens lease for two additional five-year periods of time at 95% of the then-
current fair market rental rate. The base rent payable for the initial lease
term is as follows:

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

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

The Motorola Tempe Building

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

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

The Motorola Tempe Building is subject to a first priority mortgage in
favor of SouthTrust securing a SouthTrust Line of Credit, which is more
particularly described in the "Real Estate Loans" section of this prospectus.

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

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

73

expires on August 31, 2005. Motorola has the right to extend the Motorola lease
for four additional five-year periods of time at the then-prevailing market
rental rate. The rent payable under the Motorola lease, out of which Wells OP
will be required to make the ground lease payments described below, is as
follows:

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

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

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

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

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

The ASML Building

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

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

The ASML Building is subject to a first priority mortgage in favor of
SouthTrust securing a SouthTrust Line of Credit, which is more particularly
described in the "Real Estate Loans" section of this prospectus.

The ASML Building is leased to ASM Lithography, Inc. (ASML). ASML is a
wholly-owned subsidiary of ASM Lithography Holdings NV (ASML Holdings), a Dutch
multi-national corporation that supplies lithography systems used for printing
integrated circuit designs onto very thin disks of silicon, commonly referred to
as wafers. These systems are supplied to integrated circuit manufacturers
throughout the United States, Asia and Western Europe. ASML Holdings is 24%
owned by Philips Electronics and has

74

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

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

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

ASML has an expansion option which allows ASML the ability to expand the
building into at least an additional 30,000 rentable square feet, to be
constructed by Wells OP. If the expansion option exercised is for less than
30,000 square feet, Wells OP may reject the exercise at its sole discretion. In
the event that ASML exercises its expansion option after the first five years of
the initial lease term, such lease term will be extended to ten years from the
date of such expansion.

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

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

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

The Dial Building

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

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

The Dial Building is subject to a first priority mortgage in favor of
SouthTrust securing a SouthTrust Line of Credit, which is more particularly
described in the "Real Estate Loans" section of this prospectus.

The Dial Building is leased to Dial Corporation (Dial). Dial currently has
its headquarters in the Dial Building and is one of the leading consumer product
manufacturers in the United States. Dial's brands include Dial soap, Purex
detergents, Renuzit air fresheners, Armour canned meats, and a variety of other
leading consumer products.

75

The initial term of the Dial lease is 11 years which commenced on August
14, 1997 and expires on August 31, 2008. Dial has the right to extend the Dial
lease for two additional five-year periods of time at 95% of the then-current
fair market rental rate. The annual rent payable for the initial term of the
Dial lease is $1,387,672.

The Metris Building

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

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

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

The Metris Building is leased to Metris Direct, Inc. (Metris). Metris is a
principal subsidiary of Metris Companies Inc. (Metris Companies), a publicly
traded company on the New York Stock Exchange and guarantor of the Metris lease.
Metris Companies is an information-based direct marketer of consumer credit
products and fee-based services primarily to moderate income consumers. Metris
Companies' consumer credit products are primarily unsecured credit cards issued
by its subsidiary, Direct Merchants Credit Card Bank. The company's customers
and prospects include individuals for whom credit bureau information is
available and existing customers of a former affiliate, Fingerhut Corporation.

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

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

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

The Cinemark Building

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

76

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

The Cinemark Building is subject to a first priority mortgage in favor of
SouthTrust securing a SouthTrust Line of Credit, which is more particularly
described in the "Real Estate Loans" section of this prospectus.

The entire 118,108 rentable square feet of the Cinemark Building is
currently leased to two tenants. Cinemark USA, Inc. (Cinemark) occupies 66,024
rentable square feet of the Cinemark Building, and The Coca-Cola Company (Coca-
Cola) occupies the remaining 52,084 rentable square feet of the Cinemark
Building.

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

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

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

The monthly base rent payable for the second renewal term of the Cinemark
lease shall be equal to 95% of the then-current market rate based on the then
existing rates for comparable space of equivalent quality in Plano, Texas taking
into account location, quality, age of the office building, size of premises and
any other relevant term or condition in making such fair market value rental
rate determination. If the parties are unable to agree upon the market rate
within 15 business days after receipt of the renewal notice, each party shall
appoint a real estate appraiser to determine the market rate. If the two
appraisers cannot agree upon the market rate within 15 days of the commencement
of their deliberation, they shall appoint a third appraiser. The market rate
shall then be determined by the agreement of any two of the appraisers or the
average of the two closest rates if two appraisers cannot agree.

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

Coca-Cola is the global soft-drink industry leader with world headquarters
in Atlanta, Georgia. Coca-Cola manufactures and sells syrups, concentrates and
beverage bases for Coca-Cola, the company's flagship brand, and over 160 other
soft drink brands in nearly 200 countries around the world.

77

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

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

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

The Gartner Building

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

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

The Gartner Building is currently leased to The Gartner Group, Inc.
(Gartner). The Gartner Building will be occupied by Gartner's Financial Services
Division. Gartner, which was founded in 1979, is one of the world's leading
independent providers of research and analysis related to information and
technology solutions. Gartner serves as a consultant to business clients for
their information technology purchasing decisions. Gartner has over 80 locations
worldwide and over 12,000 clients.

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

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

78

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

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

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

The Marconi Building

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

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

The Marconi Building is subject to a first priority mortgage in favor of
Bank of America, N.A. securing the BOA Loan, which is more particularly
described in the "Real Estate Loans" section of this prospectus.

The Marconi Building is leased to Marconi Data Systems, Inc. (formerly
known as Videojet Systems International, Inc. until a December 1999 name
change). Marconi Data Systems, Inc. (Marconi) is the world's leading producer of
state-of-the-art industrial ink jet marking and coding products. Marconi
manufactures and distributes industrial ink jet printers, digital imaging
systems, laser coding systems, inks and fluids to customers worldwide. The
Marconi lease is guaranteed by GEC Incorporated, a Delaware corporation which is
a wholly-owned subsidiary of Marconi, p.l.c. (formerly known as General Electric
Company, p.l.c.), a publicly traded United Kingdom corporation that ranks among
the largest electronic system and equipment manufacturers in the world.

The initial term of the Marconi lease is 20 years which commenced in
November 1991 and expires in November 2011. Marconi has the right to extend the
Marconi lease for one additional five-year period of time. The base rent payable
for the remainder of the lease term is as follows:

79

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

The Johnson Matthey Building

The Johnson Matthey Building is a 130,000 square foot research and
development, office and warehouse building. The XI-XII-REIT Joint Venture
purchased the Johnson Matthey Building on August 17, 1999 for a purchase price
of $8,000,000. The Johnson Matthey Building was first constructed in 1973 as a
multi-tenant facility and it was subsequently converted into a single-tenant
facility in 1998.

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

The Johnson Matthey Building is currently leased to Johnson Matthey, Inc.
(Johnson Matthey). Johnson Matthey is a wholly-owned subsidiary of Johnson
Matthey, PLC of the United Kingdom, a world leader in advanced materials
technology. Johnson Matthey, PLC applies the latest technology to add value to
precious metals and other specialized materials. Johnson Matthey, PLC is a
publicly traded company that is over 175 years old, has operations in 38
countries and employs 12,000 people.

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

The lease term of the Johnson Matthey lease is ten years which commenced in
July 1998 and expires in June 2007. Johnson Matthey has the right to extend the
lease for two additional three-year periods of time. The base rent payable under
the Johnson Matthey lease for the remainder of the lease term is as follows:

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

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

80

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

The Alstom Power Richmond Building

The Alstom Power Richmond Building (formerly known as the ABB Richmond
Building) is a four-story brick office building containing 102,000 gross square
feet located in Midlothian, Virginia. Wells REIT, LLC - VA I (Wells LLC - VA), a
limited liability company wholly-owned by Wells OP, purchased a 7.49 acre tract
of land on July 22, 1999 for a purchase price of $936,250. Wells LLC - VA
completed construction of the Alstom Power Richmond Building in July 2000 at an
aggregate cost of approximately $11,400,000, including the cost of the land.

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

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

The Alstom Power Richmond Building is leased to Alstom Power, Inc. (Alstom
Power). Alstom Power is the result of the December 30, 1999, merger between ABB
Power Generation, Inc. (ABB Power) and ABB Alstom Power, Inc. As of June 22,
2000, ABB Alstom Power, Inc. changed its name to Alstom Power, Inc. ABB Power
was a subsidiary of Asea Brown Boveri, Inc., a large multi-national engineering
and construction company headquartered in Switzerland.

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

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

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

81

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

Alstom Power has a one-time option to terminate the Alstom Power Richmond
lease as to a portion of the premises containing between 12,500 and 13,000
rentable square feet as of the third anniversary of the rental commencement
date. If Alstom Power elects to exercise this termination option, Alstom Power
is required to pay a termination fee equal to eight times the sum of the next
due installments of rent plus the unamortized portions of the base improvement
allowance, additional allowance and broker commission, each being amortized in
equal monthly installments of principal and interest over the initial term of
the lease at a rate of ten percent (10%) per annum. Alstom Power must give
notice of its intent to exercise such option to terminate at least seven months
in advance of the third anniversary; provided, however, that Alstom Power may
pay a penalty, as stipulated in the lease, to provide less than seven months
notice.

In the event that Alstom Power exercises its termination option as of the
third anniversary of the rental commencement date, Alstom Power has a one-time
option to terminate the Alstom Power Richmond lease as to a portion of the
premises containing between 12,500 and 13,000 rentable square feet as of the
fifth anniversary of the rental commencement date. If Alstom Power elects to
exercise this termination option, Alstom Power is required to pay a termination
fee equal to six times the sum of the next due installments of rent plus the
unamortized portions of the base improvement allowance, additional allowance and
broker commission, each being amortized in equal monthly installments of
principal and interest over the initial term of the lease at a rate of ten
percent (10%) per annum. Alstom Power must give notice of its intent to exercise
such option to terminate at least seven months in advance of the fifth
anniversary; provided, however, that Alstom Power may pay a penalty, as
stipulated in the lease, to provide less than seven months notice.

In the event that Alstom Power does not exercise its termination option as
of the third anniversary of the rental commencement date, Alstom Power has a 
one-time option to terminate the Alstom Power lease as to a portion of the
premises containing between 24,500 and 25,500 rentable square feet as of the
fifth anniversary of the rental commencement date. If Alstom Power elects to
exercise this termination option, Alstom Power is required to pay a termination
fee equal to six times the sum of the next due installments of rent plus the
unamortized portions of the base improvement allowance, additional allowance and
broker commission, each being amortized in equal monthly installments of
principal and interest over the initial term of the lease at a rate of ten
percent (10%) per annum. Alstom Power must give notice of its intent to exercise
such option to terminate at least nine months in advance of the fifth
anniversary; provided, however, that Alstom Power may pay a penalty, as
stipulated in the lease, to provide less than nine months notice.

The Sprint Building

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

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

82

The Sprint Building is leased to Sprint Communications Company L.P.
(Sprint). Sprint is the nation's third largest long distance phone company,
which operates on an all-digital long distance telecommunications network using
state-of-the-art fiber optic and electronic technology. Sprint provides domestic
and international voice, video and data communications services as well as
integration management and support services for computer networks.

The initial term of the Sprint lease is ten years which commenced on May
19, 1997 and expires in May 2007, subject to Sprint's right to extend the lease
for two additional five year periods of time. The annual base rent payable under
the Sprint lease is $999,048 through May 18, 2002, and $1,102,404 for the
remainder of the lease term. The monthly base rent payable for each extended
term of the Sprint lease will be equal to 95% of the then-current market rate
for comparable office buildings in the suburban south Kansas City, Missouri and
south Johnson County, Kansas areas. If the parties are unable to agree upon the
current market rate within 30 days of the date negotiations begin, the current
market rate shall be determined by three licensed real estate brokers, one of
which will be selected by Sprint, one of which will be selected by the XI-XII-
REIT Joint Venture and the final appraiser will be selected by the two
appraisers previously selected.

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

Sprint also has an expansion option for an additional 20,000 square feet of
office space which may be exercised in two expansion phases. Sprint's expansion
rights involve building on unfinished ground level space that is currently used
as covered parking within the existing building footprint and shell. At each
exercise of an expansion option, the remaining lease term will be extended to be
a minimum of an additional five years from the date of the completion of such
expansion space.

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

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

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

The EYBL CarTex Building

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

83

The EYBL CarTex Building is located on an 11.9 acre tract of land at 111
SouthChase Boulevard in the SouthChase Industrial Park, which is located
adjacent to I-385 in southwest Greenville, South Carolina.

The EYBL CarTex Building is leased to EYBL CarTex, Inc. (EYBL CarTex). EYBL
CarTex produces automotive textiles for BMW, Mercedes, GM Bali, VW Mexico and
Golf A4. EYBL CarTex is a wholly-owned subsidiary of EYBL International, AG,
Krems/Austria. EYBL International is the world's largest producer of circular
knit textile products and loop pile plushes for the automotive industry. It has
plants in Austria, Germany, Hungary, Slovakia, Brazil and the United States.

The initial term of the EYBL CarTex lease is ten years which commenced on
March 1, 1998 and expires in February 2008, subject to EYBL CarTex's right to
extend the lease for two additional five-year periods of time. The base rent
payable under the EYBL CarTex lease for the remainder of the lease term shall be
as follows:

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

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

Under the lease, EYBL CarTex has an option to purchase the EYBL CarTex
Building at the expiration of the initial lease term by giving notice to the
landlord by March 1, 2007. Within 30 days after landlord receives notice of
tenant's intent to exercise its purchase option, landlord shall submit a
proposed purchase price for the EYBL CarTex Building based upon its good faith
estimate of the fair market value of the building. If tenant does not agree to
the purchase price, tenant may require that the purchase price be established by
three appraisers, one of which will be selected by the tenant, one of which will
be selected by the landlord and the final appraiser shall be selected by the
first two appraisers. In no event, however, will the purchase price under the
purchase option be less than $5,500,000.

The Matsushita Building

The Matsushita Building is a two-story office building containing 150,000
rentable square feet. Wells OP purchased an 8.8 acre tract of land on March 15,
1999, for a purchase price of $4,450,230. Wells OP completed construction of the
Matsushita Building on January 4, 2000 at an aggregate cost of approximately
$18,400,000, including the cost of the land.

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

The Matsushita Building is leased to Matsushita Avionics Systems
Corporation (Matsushita Avionics). Matsushita Avionics is a wholly-owned
subsidiary of Matsushita Electric Corporation of America (Matsushita Electric).
Matsushita Avionics manufactures and sells audio-visual products to the airline
industry for passenger use in airplanes. Matsushita Electric is a wholly-owned
subsidiary of

84

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

The initial term of the Matsushita lease is seven years which commenced on
January 4, 2000 and expires in January 2007. Matsushita Avionics has the option
to extend the initial term of the Matsushita lease for two successive five-year
periods. Each extension option must be exercised not more than 19 months and not
less than 15 months prior to the expiration of the then-current lease term. The
base rent payable under the Matsushita lease shall be as follows:

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

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

The AT&T Building

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

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

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

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

85

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

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

The initial term of the Vanguard Cellular lease is ten years which
commenced on November 16, 1998 and expires in November 2007. Vanguard has the
option to extend the initial term of the Vanguard Cellular lease for three
additional five-year periods and one additional four year and 11-month period.
Each extension option must be exercised by giving written notice to the landlord
at least 12 months prior to the expiration date of the then-current lease term.
The following table summarizes the annual base rent payable during the remainder
of the initial term of the Vanguard Cellular lease:

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

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

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

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

86

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

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

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

The PwC Building

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

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

Wells OP purchased the PwC Building subject to a loan from SouthTrust Bank,
N.A. (SouthTrust Loan). The SouthTrust Loan, which is more particularly
described in the "Real Estate Loans" section of this prospectus, is secured by a
first priority mortgage against the PwC Building.

The PwC Building is leased to PricewaterhouseCoopers (PwC). PwC provides a
full range of business advisory services to leading global, national and local
companies and to public institutions. These services include audit, accounting
and tax advice; management, information technology and human resource
consulting; financial advisory services including mergers and acquisitions,
business recovery, project finance and litigation support; business process
outsourcing services; and legal advice through a global network of affiliated
law firms. PwC employs more than 140,000 people in 152 countries.

The initial term of the PwC lease is ten years which commenced on December
28, 1998 and expires in December 2008, subject to PwC's right to extend the
lease for two additional five-year periods of time. The current annual base rent
payable under the PwC lease is $1,973,213 ($15.17 per square foot) payable in
equal monthly installments of $164,434 during 2000. The base rent escalates at
the rate of 3% 

87

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

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

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

In addition, the PwC lease contains an option to expand the premises to
include a second three or four-story building with an amount of square feet up
to a total of 132,000 square feet which, if exercised by PwC, will require Wells
OP to expend funds necessary to construct the expansion building. PwC may
exercise its expansion option by delivering written notice to Wells OP at any
time between the 60th day after the rental commencement date and the expiration
of the initial term of the lease. If PwC for any reason fails to deliver the
expansion notice on or prior to the last day of the initial term, the expansion
option shall automatically expire. Upon PwC's delivery of the expansion notice
and commencement of construction of the improvements by Wells OP, the term of
the lease shall automatically be extended for an additional period of ten years
from the date of substantial completion of the expansion building, without
further action by either PwC or Wells OP. During the first five lease years of
the initial term, Wells OP shall be obligated to construct the expansion
building if PwC delivers the expansion notice. Wells OP and PwC have agreed that
Wells OP shall not be required to construct the expansion building, however, if
PwC delivers the expansion notice after the end of the fifth lease year and,
following delivery of such expansion notice, Wells OP determines not to
construct the expansion building based upon the base rent it would receive for
the expansion building. If Wells OP notifies PwC in writing of such
determination within 30 days after Wells OP's receipt of the expansion notice,
PwC shall have the right to exercise its option to purchase the PwC building.

If PwC elects to exercise its expansion option, in addition to the
construction of a second building which is of a quality equal to or better than
the PwC building, Wells OP will be required to expand the parking garage such
that a sufficient number of parking spaces, at least equal to four parking
spaces per 1,000 square feet of rentable area, is maintained. Wells OP agrees to
fund the cost of the design, development and construction of the expansion
building up to a maximum of $150.00 per square foot of rentable area, as
increased by increases in the Consumer Price Index between the rental
commencement 

88

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

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

In the event that PwC elects to exercise its expansion option and Wells OP
determines not to proceed with the construction of the expansion building as
described above, or if Wells OP is otherwise required to construct the expansion
building and fails to do so in a timely basis pursuant to the PwC lease, PwC may
exercise its purchase option by giving Wells OP written notice of such exercise
within 30 days after either such event. If PwC properly exercises its purchase
option, PwC must simultaneously deliver a deposit in the amount of $50,000. The
purchase price for the PwC Building pursuant to the purchase option shall be
equal to (a) the average of the monthly base rent for each month remaining in
the initial term as of the closing date on the Purchase Option multiplied by 12,
and (b) such average annual base rent shall be multiplied by 11.

The Fairchild Building

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

The Fairchild Building is located on approximately 3 acres at 47320 Kato
Road on the corner of Kato Road and Auburn Road in the City of Fremont,
California.

The Fairchild Building is leased to Fairchild Technologies U.S.A., Inc.
(Fairchild). Fairchild is a global leader in the design and manufacture of
production equipment for semiconductor and compact disk manufacturing. The
semiconductor equipment group recently unveiled a new line of semiconductor
wafer processing equipment which will provide alternatives to the traditional
semiconductor chip production methods.

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

The initial term of the Fairchild lease is seven years which commenced on
December 1, 1997 and expires in November 2004, subject to Fairchild's right to
extend the Fairchild lease for an additional five year period. The base rent
payable under the remainder of the Fairchild lease is as follows:

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

89

The base rent during the first year of the extended term of the Fairchild
lease, if exercised by Fairchild, shall be 95% of the then-fair market rental
value of the Fairchild Building subject to the annual 3% increase adjustments.
If Fairchild and the Fremont Joint Venture are unable to agree upon the fair
rental value for the extended lease term, each party shall select an appraiser
and the two appraisers shall establish the rent by agreement.

The Cort Furniture Building

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

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

The Cort Furniture Building is leased to Cort Furniture Rental Corporation
(Cort). Cort uses the Cort Furniture Building as its regional corporate
headquarters with an attached clearance showroom and warehouse storage areas.
Cort is a wholly-owned subsidiary of Cort Business Services Corporation, a New
York Stock Exchange Company trading under the symbol CBZ (Cort Business
Services). Cort Business Services is the largest and only national provider of
high-quality office and residential rental furniture and related accessories.
Cort Business Services has operations that cover 32 states and the District of
Columbia and includes 119 rental showrooms. The obligations of Cort under the
Cort Furniture lease are guaranteed by Cort Business Services.

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

The Iomega Building

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

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

90

The Iomega Building is leased to Iomega Corporation (Iomega). Iomega, a
New York Stock Exchange company, is a manufacturer of computer storage devices
used by individuals, businesses, government and educational institutions,
including "Zip" drives and disks, "Jaz" one gigabyte drives and disks, and tape
backup drives and cartridges.

The initial term of the Iomega lease is ten years which commenced on
August 1, 1996 and expires in July 2006. In March 1999, the IX-X-XI-REIT Joint
Venture acquired an adjacent parcel of land and constructed additional parking
at the site at an aggregate cost of $874,625. As a result, Iomega increased its
monthly base rent and extended the term of its lease until April 30, 2009. The
Iomega lease contains no further extension provisions. Iomega's world
headquarters are located within one mile of the Iomega Building. The annual base
rent payable under the Iomega lease is $659,868. On March 1, 2003 and July 1,
2006, the monthly base rent payable under the Iomega lease will be increased to
reflect an amount equal to 100% of the increase in the Consumer Price Index
during the preceding 40 months; provided however, that in no event shall the
base rent be increased with respect to any one year by more than 6% or by less
than 3% per year, compounded annually, on a cumulative basis from the beginning
of the lease term.

The Interlocken Building

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

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

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

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

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

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

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

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

91

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

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

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

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

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

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

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

The Ohmeda Building 

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

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

The Ohmeda Building is leased to Ohmeda, Inc. (Ohmeda). Ohmeda is a
medical supply firm based in Boulder, Colorado and is a worldwide leader in
vascular access and hemodynamic monitoring for hospital patients. Ohmeda also
has a special products division, which produces neonatal and other oxygen care
products. Ohmeda recently extended an agreement with Hewlett-Packard to include
co-marketing and promotion of combined Ohmeda/H-P neonatal products.

On April 13, 1998, Instrumentarium Corporation, a Finnish company,
acquired the division of Ohmeda that occupies the Ohmeda Building.
Instrumentarium is an international health care company concentrating on
selected fields of medical technology manufacturing, marketing and distribution.

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

92

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

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

The Ohmeda Lease contains an option to expand the premises by an amount
of square feet up to a total of 200,000 square feet which, if exercised by
Ohmeda, will require the IX-X-XI-REIT Joint Venture to expend funds necessary to
acquire additional land, if necessary, and to construct the expansion space.
Ohmeda's option to expand the premises is subject to deliverance of at least
four months' prior written notice to the IX-X-XI-REIT Joint Venture. During the
four months subsequent to the notice of Ohmeda's intention to expand the
premises, Ohmeda and the IX-X-XI-REIT Joint Venture shall negotiate in good
faith and enter into an amendment to the Ohmeda lease for the construction and
rental of the expansion space. If Ohmeda exercises its option to expand the
premises, the right to terminate clause described above will automatically be
canceled, and the primary lease term shall be extended for a period of ten years
from the date on which a certificate of occupancy is issued by the City of
Louisville with respect to the expansion space.

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

The Alstom Power Knoxville Building

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

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

The Alstom Power Knoxville Building is currently leased to Alstom
Power, Inc. (Alstom Power). Alstom Power is the result of the December 30, 1999,
merger between ABB Power Generation, Inc. (ABB Power) and ABB Alstom Power, Inc.
As of June 22, 2000, ABB Alstom Power, Inc. changed its name to Alstom Power,
Inc. ABB Power was a subsidiary of Asea Brown Boveri, Inc., a large multi-
national engineering and construction company headquartered in Switzerland.

93

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

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

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

Alstom Power has a one-time option to terminate the Alstom Power
Knoxville lease as of the seventh anniversary of the rental commencement date
which is exercisable by written notice to the IX-X-XI-REIT Joint Venture at
least 12 months in advance of such seventh anniversary. If Alstom Power elects
to exercise this termination option, Alstom Power is required to pay to the
IX-X-XI-REIT Joint Venture, on or before 90 days prior to the seventh
anniversary of the rental commencement date, a termination payment intended to
compensate the IX-X-XI-REIT Joint Venture for the present value of certain sums
which the joint venture has expended in connection with the Alstom Power
Knoxville lease amortized over and attributable to the remaining lease term and
a rent payment equal to approximately 15 months of monthly base rental payments.
We currently anticipate that the termination payment required to be paid by
Alstom Power in the event it exercises its option to terminate the Alstom Power
Knoxville lease on the seventh anniversary would be approximately $1,800,000
based upon certain assumptions.

The Avaya Building

The Avaya Building (formerly known as the Lucent Technologies Building)
is a one-story office building containing approximately 57,186 rentable square
feet which was developed and constructed on certain real property located in
Oklahoma City, Oklahoma by Wells Development. The Avaya Building was purchased
by the IX-X-XI-REIT Joint Venture on June 24, 1998 for a purchase price of
$5,504,276, which was equal to the aggregate cost to Wells Development of the
acquisition, construction and development of the Avaya Building, including
interest and other carrying costs, and accordingly, Wells Development made no
profit from the sale of the Avaya Building to the IX-X-XI-REIT Joint Venture.
Construction of the Avaya Building was completed in January 1998.

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

The Avaya Building is leased to Avaya, Inc. (Avaya), the former
Enterprise Networks Group of Lucent Technologies Inc. (Lucent Technologies).
Lucent Technologies, the former tenant, assigned the lease to Avaya on September
30, 2000. Lucent Technologies, who remains liable on the lease, is a
telecommunications company which was spun off by AT&T in April 1996. Lucent
Technologies, which is traded on the New York Stock Exchange, is in the business
of designing, developing and marketing communications systems and technologies
ranging from microchips to whole networks and is one of the 

94

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

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

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

Property Management Fees

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

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

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

95

Real Estate Loans

The SouthTrust Loans

Wells OP has established various secured lines of credit with
SouthTrust Bank, N.A. (SouthTrust) whereby SouthTrust has agreed to loan in the
aggregate an amount of up to $72,140,000 to Wells OP in connection with its
purchase of real properties. The interest rate on each of these separate lines
of credit is an annual variable rate equal to the London InterBank Offered Rate
(LIBOR) for a 30 day period plus 175 basis points. Wells OP will be charged an
advance fee of 0.125% of the amount of each advance. As of December 15, 2000,
the interest rate was 8.44% per annum.

The $32,393,000 SouthTrust Line of Credit

The $32,393,000 SouthTrust line of credit requires monthly payments of
interest only and matures on June 10, 2002. This SouthTrust line of credit is
secured by first priority mortgages against the Cinemark Building, the Dial
Building and the ASML Building. As of December 15, 2000, the outstanding
principal balance of the $32,393,000 SouthTrust line of credit was $17,028,850.

The $12,844,000 SouthTrust Line of Credit

The $12,844,000 SouthTrust line of credit requires monthly payments of
interest only and matures on June 10, 2002. This SouthTrust line of credit is
secured by a first priority mortgage against the PwC Building. As of December
15, 2000, there was no outstanding principal balance on the $12,844,000
SouthTrust line of credit.

The $19,003,000 SouthTrust Line of Credit

The $19,003,000 SouthTrust line of credit requires monthly payments of
interest only and matures on June 10, 2002. This SouthTrust line of credit is
secured by first priority mortgages against the Avnet Building and the Motorola
Tempe Building. As of December 15, 2000, there was no outstanding principal
balance on the $17,800,000 SouthTrust line of credit.

The $7,900,000 SouthTrust Line of Credit

Wells LLC - VA originally obtained a loan from SouthTrust Bank, N.A. in
connection with the acquisition, development and construction of the Alstom
Power Richmond Building (formerly known as the ABB Richmond Building). After
completion of the construction, SouthTrust converted the construction loan into
a separate line of credit in the maximum principal amount up to $7,900,000. This
SouthTrust line of credit requires payments of interest only and matures on June
10, 2002. The $7,900,000 SouthTrust line of credit is secured by a first
priority mortgage against the Alstom Power Richmond Building, the Alstom Power
Richmond lease and a $4,000,000 letter of credit issued by Unibank. As of
December 15, 2000, there was no outstanding principal balance on the $7,900,000
SouthTrust line of credit.

The BOA Loan

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

96

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

The Metris Loan

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

Management's Discussion and Analysis of Financial Condition and Results of 
Operations

The following discussion and analysis should be read in conjunction
with our accompanying financial statements and the notes thereto.

This section and other sections of the prospectus contain
forward-looking statements, within the meaning of Section 27A of the Securities
Act of 1933 and 21E of the Securities Exchange Act of 1934, including discussion
and analysis of the financial condition of the Wells REIT, anticipated capital
expenditures required to complete certain projects, amounts of cash
distributions anticipated to be distributed to shareholders in the future and
certain other matters. Readers of this prospectus should be aware that there are
various factors that could cause actual results to differ materially from any
forward-looking statement made in this prospectus, which include changes in
general economic conditions, changes in real estate conditions, construction
costs which may exceed estimates, construction delays, increases in interest
rates, lease-up risks, inability to obtain new tenants upon the expiration of
existing leases, lack of availability of financing and the potential need to
fund tenant improvements or other capital expenditures out of operating cash
flow.

Liquidity and Capital Resources

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

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

97

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

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

Operating cash flows are expected to increase as additional properties
are added to our investment portfolio. Dividends to be distributed to the
shareholders are determined by the board of directors and are dependent upon a
number of factors relating to the Wells REIT, including funds available for
payment of dividends, financial condition, capital expenditure requirements and
annual distribution requirements in order to maintain our status as a REIT under
the Internal Revenue Code.

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

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

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

98

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

Cash Flows From Operating Activities 

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

Cash Flows From Investing Activities 

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

Cash Flows From Financing Activities 

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

Results of Operations 

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

Subsequent Events

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

Property Operations

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

99

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

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

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

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

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

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

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

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

100

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

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

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

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

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

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

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

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

101

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

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

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

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

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

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

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

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

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

102

The Cort Furniture Building/The Cort Joint Venture

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

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

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

The Fairchild Building/The Fremont Joint Venture

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

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

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

103

The PwC Building

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

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

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

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

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

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

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

104

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

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

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

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

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

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

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

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

105

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

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

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

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

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

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

106

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

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

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

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

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

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

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

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

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

107

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

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

The Marconi Building (formerly the Videojet Building)

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

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

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

The Matsushita Building

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

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

108

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

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

The Cinemark Building

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

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

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

The Metris Building

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

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

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

109

The Dial Building

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

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

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

The ASML Building

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

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

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

110

The Motorola Tempe Building

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

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

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

The Siemens Building/The XII-REIT Joint Venture

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

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

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

111

The Avnet Building

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

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

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

The Delphi Building

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

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

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

112

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

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

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

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

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

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

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

113

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

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

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

Inflation 

The real estate market has not been affected significantly by inflation in
the past three years due to the relatively low inflation rate. There are
provisions in a majority of our tenant leases to protect us from the impact of
inflation. These leases contain common area maintenance charges, real estate tax
and insurance reimbursements on a per square foot basis, or in some cases,
annual reimbursement of operating expenses above a certain per square foot
allowance. These provisions should reduce our exposure to increases in costs and
operating expenses resulting from inflation.

Prior Performance Summary

The information presented in this section represents the historical
experience of real estate programs managed by Wells Capital and its affiliates.
Investors in the Wells REIT should not assume that they will experience returns,
if any, comparable to those experienced by investors in such prior Wells real
estate programs.

Of the 13 publicly offered real estate limited partnerships in which Leo F.
Wells, III has served as a general partner, 12 of such limited partnerships have
completed their respective offerings. These 12 limited partnerships and the year
in which each of their offerings was completed are:

1.    Wells Real Estate Fund I (1986),
2.    Wells Real Estate Fund II (1988),
3.    Wells Real Estate Fund II-OW (1988),
4.    Wells Real Estate Fund III, L.P. (1990),
5.    Wells Real Estate Fund IV, L.P. (1992),
6.    Wells Real Estate Fund V, L.P. (1993),
7.    Wells Real Estate Fund VI, L.P. (1994),
8.    Wells Real Estate Fund VII, L.P. (1995),
9.    Wells Real Estate Fund VIII, L.P. (1996),
10.    Wells Real Estate Fund IX, L.P. (1996),
11.    Wells Real Estate Fund X, L.P. (1997), and
12.    Wells Real Estate Fund XI, L.P. (1998).

In addition to the foregoing real estate limited partnerships, Wells
Capital and its affiliates sponsored the initial public offering of shares of
common stock of the Wells REIT. The initial public offering began on January 30,
1998 and was terminated on December 19, 1999. We received gross 

114

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

Wells Capital and its affiliates sponsored a second public offering of
shares of common stock of the Wells REIT. The second public offering began on
December 20, 1999 and was terminated on December 19, 2000. As of December 10,
2000, we had received gross proceeds of approximately $169,671,659 from the sale
of approximately 16,967,166 shares from our second public offering.

Wells Capital and its affiliates are currently also sponsoring a public
offering of 7,000,000 units on behalf of Wells Real Estate Fund XII, L.P., a
public limited partnership. Wells Fund XII began its offering on March 22, 1999
and, as of September 30, 2000, Wells Fund XII had raised $20,618,517 from 1,082
investors.

The Prior Performance Tables included in the back of this prospectus set
forth information as of the dates indicated regarding certain of these Wells
programs as to (1) experience in raising and investing funds (Table I); (2)
compensation to sponsor (Table II); and (3) annual operating results of prior
programs (Table III). No information is given as to results of completed
programs or sales or disposals of property because, as of December 31, 1999, the
date of the Prior Performance Tables, none of the Wells programs had sold any of
their properties.

In addition to the real estate programs sponsored by Wells Capital and its
affiliates discussed above, they are also sponsoring an index mutual fund which
invests in various REIT stocks known as the Wells S&P REIT Index Fund (REIT
Fund). The REIT Fund is a mutual fund which seeks to provide investment results
corresponding to the performance of the S&P REIT Index by investing in the REIT
stocks included in the S&P REIT Index. The REIT Fund began its offering on
January 12, 1998 and, as of September 30, 2000, the REIT Fund had raised
$48,330,317 from 2,080 investors.

Publicly Offered Unspecified Real Estate Programs

Wells Capital and its affiliates have previously sponsored the above listed
12 publicly offered real estate limited partnerships and are currently
sponsoring Wells Fund XII offered on an unspecified property or "blind pool"
basis. The total amount of funds raised from investors in the offerings of these
13 publicly offered limited partnerships, as of September 30, 2000, was
approximately $284,902,809, and the total number of investors in such programs
was approximately 25,627.

The investment objectives of each of the other Wells programs are
substantially identical to the investment objectives of the Wells REIT.
Substantially all of the proceeds of the offerings of Wells Fund I, Wells Fund
II, Wells Fund II-OW, Wells Fund III, Wells Fund IV, Wells Fund V, Wells Fund
VI, Wells Fund VII, Wells Fund VIII, Wells Fund IX, Wells Fund X and Wells Fund
XI available for investment in real properties have been invested in properties.
As of September 30, 2000, approximately 65% of the aggregate gross rental income
of the 12 publicly offered programs listed above was derived from tenants which
are corporations, each of which at the time of lease execution had a net worth
of at least $100,000,000 or whose lease obligations were guaranteed by another
corporation with a net worth of at least $100,000,000.

Because of the cyclical nature of the real estate market, decreases in net
income of the public partnerships could occur at any time in the future when
economic conditions decline. Wells Fund I recently sold one of its buildings and
is in the process of marketing the remainder of its properties for sale.
However, none of the other Wells programs has liquidated its real estate
portfolio or, except for the one building recently sold by Wells Fund I, sold
any of its real properties to date. Accordingly, no

115

assurance can be made that the Wells programs will ultimately be successful in
meeting their investment objectives. (See "Risk Factors.")

The aggregate dollar amount of the acquisition and development costs of
the properties purchased by the previously sponsored Wells programs, as of
December 31, 1999, was $370,247,877 of which $332,000 (or approximately .09%)
had not yet been expended on the development of certain of the projects which
are still under construction. Of the aggregate amount, approximately 82% was or
will be spent on acquiring or developing office buildings, and approximately 18%
was or will be spent on acquiring or developing shopping centers. Of the
aggregate amount, approximately 9% was or will be spent on new properties, 58%
on existing or used properties and 33% on construction properties. Following is
a table showing a breakdown of the aggregate amount of the acquisition and
development costs of the properties purchased by the Wells REIT, Wells Fund XII
and the 12 Wells programs listed above as of September 30, 2000:

Type of Property           New              Used              Construction
----------------           ---              ----              ------------

Office Buildings         29.0%             38.2%                  19.1%
Shopping Centers            0%              4.5%                   9.2%

Wells Fund I terminated its offering on September 5, 1986, and received
gross proceeds of $35,321,000 representing subscriptions from 4,895 limited
partners. $24,679,000 of the gross proceeds were attributable to sales of Class
A Units, and $10,642,000 of the gross proceeds were attributable to sales of
Class B Units. Limited partners in Wells Fund I have no right to change the
status of their units from Class A to Class B or vice versa. Wells Fund I owns
interests in the following properties:

.    a three-story medical office building in Atlanta, Georgia;

.    a commercial office building in Atlanta, Georgia;

.    a shopping center in DeKalb County, Georgia having Kroger as the
anchor tenant;

.    a shopping center in Knoxville, Tennessee;

.    a shopping center in Cherokee County, Georgia having Kroger as the
anchor tenant; and

.    a project consisting of seven office buildings and a shopping center
in Tucker, Georgia.

The prospectus of Wells Fund I provided that the properties purchased by
Wells Fund I would typically be held for a period of eight to 12 years, but that
the general partners may exercise their discretion as to whether and when to
sell the properties owned by Wells Fund I and that the general partners were
under no obligation to sell the properties at any particular time. Wells Fund I
recently sold one of two commercial office buildings known as Peachtree Place
located in a suburb of Atlanta, Georgia. Wells Fund I is in the process of
marketing the remainder of its properties for sale pending the outcome of a
proxy solicitation recommending that the Class A Limited Partners vote in favor
of an amendment to the Partnership Agreement to change the method of
distribution of net sale proceeds.

Wells Fund II and Wells Fund II-OW terminated their offerings on September
7, 1988, and received aggregate gross proceeds of $36,870,250 representing
subscriptions from 4,659 limited partners. $28,829,000 of the gross proceeds
were attributable to sales of Class A Units, and $8,041,250 of the gross
proceeds were attributable to sales of Class B Units. Limited partners in Wells
Fund II and Wells Fund II-OW have no right to change the status of their units
from Class A to Class B or vice versa. Wells Fund 

116

II and Wells Fund II-OW own all of their properties through a joint venture,
which owns interests in the following properties:

.    a shopping center in Cherokee County, Georgia having Kroger as the
anchor tenant;

.    a project consisting of seven office buildings and a shopping center
in Tucker, Georgia;

.    a two-story office building in Charlotte, North Carolina leased to
First Union Bank;

.    a four-story office building in Houston, Texas leased to The Boeing
Company;

.    a restaurant property in Roswell, Georgia leased to Brookwood Grill of
Roswell, Inc.; and

.    a combined retail and office development in Roswell, Georgia.

The prospectus of Wells Fund II and Wells Fund II-OW provided that the
properties purchased by Wells Fund II and Wells Fund II-OW would typically be
held for a period of eight to 12 years, but that the general partners may
exercise their discretion as to whether and when to sell the properties owned by
Wells Fund II and Wells Fund II-OW and that the partnerships were under no
obligation to sell their properties at any particular time. Wells Fund II and
Wells Fund II-OW acquired their properties between 1987 and 1989, and have not
yet liquidated or sold any of their properties.

Wells Fund III terminated its offering on October 23, 1990, and received
gross proceeds of $22,206,310 representing subscriptions from 2,700 limited
partners. $19,661,770 of the gross proceeds were attributable to sales of Class
A Units, and $2,544,540 of the gross proceeds were attributable to sales of
Class B Units. Limited partners in Wells Fund III have no right to change the
status of their units from Class A to Class B or vice versa. Wells Fund III owns
interests in the following properties:

.    a four-story office building in Houston, Texas leased to The Boeing
Company;

.    a restaurant property in Roswell, Georgia leased to Brookwood Grill of
Roswell, Inc.;

.    a combined retail and office development in Roswell, Georgia;

.    a two-story office building in Greenville, North Carolina leased to
International Business Machines Corporation (IBM);

.    a shopping center in Stockbridge, Georgia having Kroger as the anchor
tenant; and

.    a two-story office building in Richmond, Virginia leased to General
Electric.

Wells Fund IV terminated its offering on February 29, 1992, and received
gross proceeds of $13,614,655 representing subscriptions from 1,286 limited
partners. $13,229,150 of the gross proceeds were attributable to sales of Class
A Units, and $385,505 of the gross proceeds were attributable to sales of Class
B Units. Limited partners in Wells Fund IV have no right to change the status of
their units from Class A to Class B or vice versa. Wells Fund IV owns interests
in the following properties:

.    a shopping center in Stockbridge, Georgia having Kroger as the anchor
tenant;

.    a four-story office building in Jacksonville, Florida leased to IBM
and Customized Transportation Inc. (CTI);

.    a two-story office building in Richmond, Virginia leased to General
Electric; and

117

.    two two-story office buildings in Stockbridge, Georgia.

Wells Fund V terminated its offering on March 3, 1993, and received gross
proceeds of $17,006,020 representing subscriptions from 1,667 limited partners.
$15,209,666 of the gross proceeds were attributable to sales of Class A Units,
and $1,796,354 of the gross proceeds were attributable to sales of Class B
Units. Limited partners in Wells Fund V who purchased Class B Units are entitled
to change the status of their units to Class A, but limited partners who
purchased Class A Units are not entitled to change the status of their units to
Class B. After taking into effect conversion elections made by limited partners
subsequent to their subscription for units, as of December 31, 1999, $15,664,160
of units of Wells Fund V were treated as Class A Units, and $1,341,860 of units
were treated as Class B Units. Wells Fund V owns interests in the following
properties:

.    a four-story office building in Jacksonville, Florida leased to IBM
and CTI;

.    two two-story office buildings in Stockbridge, Georgia; 

.    a four-story office building in Hartford, Connecticut leased to
Hartford Fire Insurance Company;

.    two restaurant properties in Stockbridge, Georgia leased to Apple
Restaurants, Inc. and Glenn's Open Pit Bar-B-Que; and

.    a three-story office building in Appleton, Wisconsin leased to Jaako
Poyry Fluor Daniel.

Wells Fund VI terminated its offering on April 4, 1994, and received gross
proceeds of $25,000,000 representing subscriptions from 1,793 limited partners.
$19,332,176 of the gross proceeds were attributable to sales of Class A Units,
and $5,667,824 of the gross proceeds were attributable to sales of Class B
Units. Limited partners in Wells Fund VI are entitled to change the status of
their units from Class A to Class B and vice versa. After taking into effect
conversion elections made by limited partners subsequent to their subscription
for units, as of December 31, 1999, $21,959,690 of units of Wells Fund VI were
treated as Class A Units, and $3,040,310 of units were treated as Class B Units.
Wells Fund VI owns interests in the following properties:

.    a four-story office building in Hartford, Connecticut leased to
Hartford Fire Insurance Company;

.    two restaurant properties in Stockbridge, Georgia leased to Apple
Restaurants, Inc. and Glenn's Open Pit Bar-B-Que;

.    a restaurant and retail building in Stockbridge, Georgia;

.    a shopping center in Stockbridge, Georgia;

.    a three-story office building in Appleton, Wisconsin leased to Jaako
Poyry Fluor Daniel;

.    a shopping center in Cherokee County, Georgia having Kroger as the
anchor tenant;

.    a combined retail and office development in Roswell, Georgia;

.    a four-story office building in Jacksonville, Florida leased to
Bellsouth Advertising and Publishing Corporation and American Express
Travel Related Services Company, Inc.; and

118

.    a shopping center in Clemmons, North Carolina having Harris Teeter,
Inc. as the anchor tenant.

Wells Fund VII terminated its offering on January 5, 1995, and received
gross proceeds of $24,180,174 representing subscriptions from 1,910 limited
partners. $16,788,095 of the gross proceeds were attributable to sales of Class
A Units, and $7,392,079 of the gross proceeds were attributable to sales of
Class B Units. Limited partners in Wells Fund VII are entitled to change the
status of their units from Class A to Class B and vice versa. After taking into
effect conversion elections made by limited partners subsequent to their
subscriptions for units, as of December 31, 1999, $20,362,672 of units in Wells
Fund VII were treated as Class A Units, and $3,817,502 of units were treated as
Class B Units. Wells Fund VII owns interests in the following properties:

.    a three-story office building in Appleton, Wisconsin leased to Jaako
Poyry Fluor Daniel;

.    a restaurant and retail building in Stockbridge, Georgia;

.    a shopping center in Stockbridge, Georgia;

.    a shopping center in Cherokee County, Georgia having Kroger as the
anchor tenant;

.    a combined retail and office development in Roswell, Georgia;

.    a two-story office building in Alachua County, Florida near
Gainesville leased to CH2M Hill, Engineers, Planners, Economists,
Scientists;

.    a four-story office building in Jacksonville, Florida leased to
Bellsouth Advertising and Publishing Corporation and American Express
Travel Related Services Company, Inc.;

.    a shopping center in Clemmons, North Carolina having Harris Teeter,
Inc. as the anchor tenant; and

.    a retail development in Clayton County, Georgia.

Certain financial information for Wells Fund VII is summarized below:

--------------------------------------------------------------------------------------------------------
1999             1998            1997             1996              1995
--------------------------------------------------------------------------------------------------------

Gross Revenues             $962,630        $846,306         $816,237         $543,291          $925,246
--------------------------------------------------------------------------------------------------------
Net Income                 $895,795        $754,334         $733,149         $452,776          $804,043
--------------------------------------------------------------------------------------------------------

Wells Fund VIII terminated its offering on January 4, 1996, and received
gross proceeds of $32,042,689 representing subscriptions from 2,241 limited
partners. $26,135,339 of the gross proceeds were attributable to sales of Class
A Units, and $5,907,350 were attributable to sales of Class B Units. Limited
partners in Wells Fund VIII are entitled to change the status of their units
from Class A to Class B and vice versa. After taking into effect conversion
elections made by limited partners subsequent to their subscriptions for units
and certain repurchases made by Wells Fund VIII, as of December 31, 1999,
$4,748,439 of units in Wells Fund VIII were treated as Class A Units, and
$27,284,250 of units were treated as Class B Units. Wells Fund VIII owns
interests in the following properties:

.    a two-story office building in Alachua County, Florida near Gainsville
leased to CH2M Hill, Engineers, Planners, Economists, Scientists;

119

.    a four-story office building in Jacksonville, Florida leased to
Bellsouth Advertising and Publishing Corporation and American Express
Travel Related Services Company, Inc.;

.    a shopping center in Clemmons, North Carolina having Harris Teeter,
Inc. as the anchor tenant;

.    a retail development in Clayton County, Georgia;

.    a four-story office building in Madison, Wisconsin leased to US
Cellular, a subsidiary of Bellsouth Corporation;

.    a one-story office building in Farmers Branch, Texas leased to TCI
Valwood Limited Partnership I;

.    a two-story office building in Orange County, California leased to
Quest Software, Inc.; and

.    a two-story office building in Boulder County, Colorado leased to
Cirrus Logic, Inc.

Certain financial information for Wells Fund VIII is summarized below:

--------------------------------------------------------------------------------------------------------
1999             1998            1997             1996               1995
-------------------------------------------------------------------------------------------------------- 

Gross Revenues             $1,360,497      $1,362,513       $1,204,018       $1,057,694         $402,428
-------------------------------------------------------------------------------------------------------- 
Net Income                 $1,266,946      $1,269,171       $1,102,567       $  936,590         $273,914
--------------------------------------------------------------------------------------------------------

Wells Fund IX terminated its offering on December 30, 1996, and received
gross proceeds of $35,000,000 representing subscriptions from 2,098 limited
partners. $29,359,310 of the gross proceeds were attributable to sales of Class
A Units, and $5,640,690 were attributable to sales of Class B Units. After
taking into effect conversion elections made by limited partners subsequent to
their subscriptions for units, as of December 31, 1999, $30,723,220 of units in
Wells Fund IX were treated as Class A Units, and $4,276,780 of units were
treated as Class B Units. Wells Fund IX owns interests in the following
properties:

.    a one-story office building in Farmers Branch, Texas leased to TCI
Valwood Limited Partnership I;

.    a four-story office building in Madison, Wisconsin leased to US
Cellular, a subsidiary of Bellsouth Corporation;

.    a two-story office building in Orange County, California leased to
Quest Software, Inc.;

.    a two-story office building in Boulder County, Colorado leased to
Cirrus Logic, Inc.;

.    a two-story office building in Boulder County, Colorado leased to
Ohmeda, Inc.;

.    a three-story office building in Knox County, Tennessee leased to
Alstom Power, Inc.;

.    a one-story office and warehouse building in Weber County, Utah leased
to Iomega Corporation;

.    a three-story office building in Boulder County, Colorado; and

.    a one-story office building in Oklahoma City, Oklahoma leased to
Avaya, Inc.

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Certain financial information for Wells Fund IX is summarized below:

---------------------------------------------------------------------------
1999           1998            1997          1996
---------------------------------------------------------------------------
Gross Revenues    $1,593,734     $1,561,456     $1,199,300     $406,891
---------------------------------------------------------------------------
Net Income        $1,490,331     $1,449,955     $1,091,766     $298,756
---------------------------------------------------------------------------

Wells Fund X terminated its offering on December 30, 1997, and received
gross proceeds of $27,128,912 representing subscriptions from 1,806 limited
partners. $21,160,992 of the gross proceeds were contributable to sales of Class
A Units, and $5,967,920 were attributable to sales of Class B Units. After
taking into effect conversion elections made by limited partners subsequent to
their subscriptions for units, as of December 31, 1999, $21,669,662 of units in
Wells Fund X were treated as Class A Units and $5,454,250 of units were treated
as Class B Units. Wells Fund X owns interests in the following properties:

.    a three-story office building in Knox County, Tennessee leased to
Alstom Power, Inc.;

.    a two-story office building in Boulder County, Colorado leased to
Ohmeda, Inc.;

.    a one-story office and warehouse building in Weber County, Utah leased
to Iomega Corporation;

.    a three-story office building in Boulder County, Colorado;

.    a one-story office building in Oklahoma City, Oklahoma leased to
Avaya, Inc.;

.    a one-story office and warehouse building in Orange County, California
leased to Cort Furniture Rental Corporation; and

.    a two-story office and manufacturing building in Alameda County,
California leased to Fairchild Technologies U.S.A., Inc.

Certain financial information for Wells Fund X is summarized below:

----------------------------------------------------------------------
1999            1998              1997
----------------------------------------------------------------------
Gross Revenues     $1,309,281      $1,204,597         $372,507
----------------------------------------------------------------------
Net Income         $1,192,318      $1,050,329         $278,025
----------------------------------------------------------------------

Wells Fund XI terminated its offering on December 30, 1998, and
received gross proceeds of $16,532,802 representing subscriptions from 1,345
limited partners. $13,029,424 of the gross proceeds were attributable to sales
of Class A Units and $3,503,378 were attributable to sales of Class B Units.
After taking into effect conversion elections made by limited partners
subsequent to their subscriptions for units, as of December 31, 1999,
$13,369,062 of units in Wells Fund XI were treated as Class A Units and
$3,163,740 of units were treated as Class B Units. Wells Fund XI owns interests
in the following properties:

.    a three-story office building in Knox County, Tennessee leased to
Alstom Power, Inc.;

.    a one-story office building in Oklahoma City, Oklahoma leased to
Avaya, Inc.;

.    a two-story office building in Boulder County, Colorado leased to
Ohmeda, Inc.;

.    a three-story office building in Boulder County, Colorado;

121

.    a one-story office and warehouse building in Weber County, Utah leased
to Iomega Corporation;

.    a one-story office and warehouse building in Orange County, California
leased to Cort Furniture Rental Corporation;

.    a two-story office and manufacturing building in Alameda County,
California leased to Fairchild Technologies U.S.A., Inc.;

.    a two-story manufacturing and office building in Greenville County,
South Carolina leased to EYBL CarTex, Inc.;

.    a three-story office building in Johnson County, Kansas leased to
Sprint Communications Company L.P.;

.    a two-story research and development office and warehouse building in
Chester County, Pennsylvania leased to Johnson Matthey, Inc.; and

.    a two-story office building in Fort Myers, Florida leased to Gartner
Group, Inc.

Certain financial information for Wells Fund XI is summarized below:

-------------------------------------------------------
1999             1998
-------------------------------------------------------
Gross Revenues        $766,586        $262,729
-------------------------------------------------------
Net Income            $630,528        $143,295
-------------------------------------------------------

Wells Fund XII began its offering on March 22, 1999. As of September
30, 2000, Wells Fund XII had received gross proceeds of $20,618,517 representing
subscriptions from 1,082 limited partners. $15,959,857 of the gross proceeds
were attributable to sales of cash preferred units and $4,658,660 were
attributable to sales of tax preferred units. Wells Fund XII owns interests in
the following properties:

.    a two-story manufacturing and office building in Greenville County,
South Carolina leased to EYBL CarTex, Inc.;

.    a three-story office building In Johnson County, Kansas leased to
Sprint Communications Company L.P.;

.    a two-story research and development office and warehouse building in
Chester County, Pennsylvania leased to Johnson Matthey, Inc.;

.    a two-story office building in Fort Myers, Florida leased to Gartner
Group, Inc.; and

.    a three-story office building in Troy, Michigan leased to Siemens
Automotive Corporation.

The information set forth above should not be considered indicative of
results to be expected from the Wells REIT.

The foregoing properties in which the above 13 limited partnerships have
invested have all been acquired on an all cash basis.

Leo F. Wells, III and Wells Partners, L.P. are the general partners of
Wells Fund IV, Wells Fund V, Wells Fund VI, Wells Fund VII, Wells Fund VIII,
Wells Fund IX, Wells Fund X, Wells Fund XI and

122

Wells Fund XII. Wells Capital, which is the general partner of Wells Partners,
L.P., and Leo F. Wells, III are the general partners of Wells Fund I, Wells Fund
II, Wells Fund II-OW and Wells Fund III.

Potential investors are encouraged to examine the Prior Performance Tables
included in the back of the prospectus for more detailed information regarding
the prior experience of the sponsors. In addition, upon request, prospective
investors may obtain from us without charge copies of offering materials and any
reports prepared in connection with any of the Wells programs, including a copy
of the most recent Annual Report on Form 10-K filed with the Securities and
Exchange Commission. For a reasonable fee, we will also furnish upon request
copies of the exhibits to any such Form 10-K. Any such request should be
directed to our secretary. Additionally, Table VI contained in Part II of the
registration statement, which is not part of this prospectus, gives certain
additional information relating to properties acquired by the Wells programs. We
will furnish, without charge, copies of such table upon request.

Federal Income Tax Considerations

General

The following is a summary of material federal income tax considerations
associated with an investment in the shares. This summary does not address all
possible tax considerations that may be material to an investor and does not
constitute tax advice. Moreover, this summary does not deal with all tax aspects
that might be relevant to you, as a prospective shareholder, in light of your
personal circumstances; nor does it deal with particular types of shareholders
that are subject to special treatment under the Internal Revenue Code, such as
insurance companies, tax-exempt organizations, financial institutions or broker-
dealers, or foreign corporations or persons who are not citizens or residents of
the United States (Non-US Shareholders). The Internal Revenue Code provisions
governing the federal income tax treatment of REITs are highly technical and
complex, and this summary is qualified in its entirety by the express language
of applicable Internal Revenue Code provisions, Treasury Regulations promulgated
thereunder and administrative and judicial interpretations thereof.

We urge you, as a prospective investor, to consult your own tax advisor
regarding the specific tax consequences to you of a purchase of shares,
ownership and sale of the shares and of our election to be taxed as a REIT,
including the federal, state, local, foreign and other tax consequences of such
purchase, ownership, sale and election.

Opinion of Counsel

Holland & Knight LLP has acted as our counsel, has reviewed this summary
and is of the opinion that it fairly summarizes the federal income tax
considerations addressed that are material to shareholders. It is also the
opinion of our counsel that it is more likely than not that we qualified to be
taxed as a REIT under the Internal Revenue Code for our taxable year ended
December 31, 1999, provided that we have operated and will continue to operate
in accordance with various assumptions and the factual representations we made
to counsel concerning our business, properties and operations. It must be
emphasized that Holland & Knight LLP's opinion is based on various assumptions
and is conditioned upon the assumptions and representations we made concerning
our business and properties. Moreover, our qualification for taxation as a REIT
depends on our ability to meet the various qualification tests imposed under the
Internal Revenue Code discussed below, the results of which will not be reviewed
by Holland & Knight LLP. Accordingly, we cannot assure you that the actual
results of our operations for any one taxable year will satisfy these
requirements. (See "Risk Factors -- Failure to Qualify as a REIT.")

123

The statements made in this section of the prospectus and in the opinion of
Holland & Knight LLP are based upon existing law and Treasury Regulations, as
currently applicable, currently published administrative positions of the
Internal Revenue Service and judicial decisions, all of which are subject to
change, either prospectively or retroactively. We cannot assure you that any
changes will not modify the conclusions expressed in counsel's opinion.
Moreover, an opinion of counsel is not binding on the Internal Revenue Service
and we cannot assure you that the Internal Revenue Service will not successfully
challenge our status as a REIT.

Taxation of the Company

If we qualify for taxation as a REIT, we generally will not be subject to
federal corporate income taxes on that portion of our ordinary income or capital
gain that we distribute currently to our shareholders, because the REIT
provisions of the Internal Revenue Code generally allow a REIT to deduct
distributions paid to its shareholders. This substantially eliminates the
federal "double taxation" on earnings (taxation at both the corporate level and
shareholder level) that usually results from an investment in a corporation.

Even if we qualify for taxation as a REIT, however, we will be subject to
federal income taxation as follows:

.    we will be taxed at regular corporate rates on our undistributed REIT
taxable income, including undistributed net capital gains;

.    under some circumstances, we will be subject to "alternative minimum
tax";

.    if we have net income from the sale or other disposition of
"foreclosure property" that is held primarily for sale to customers in
the ordinary course of business or other non-qualifying income from
foreclosure property, we will be subject to tax at the highest
corporate rate on that income;

.    if we have net income from prohibited transactions (which are, in
general, sales or other dispositions of property other than
foreclosure property held primarily for sale to customers in the
ordinary course of business), the income will be subject to a 100%
tax;

.    if we fail to satisfy either of the 75% or 95% gross income tests
(discussed below) but have nonetheless maintained our qualification as
a REIT because certain conditions have been met, we will be subject to
a 100% tax on an amount equal to the greater of the amount by which we
fail the 75% or 95% test multiplied by a fraction calculated to
reflect our profitability;

.    if we fail to distribute during each year at least the sum of (i) 85%
of our REIT ordinary income for the year, (ii) 95% of our REIT capital
gain net income for such year and (iii) any undistributed taxable
income from prior periods, we will be subject to a 4% excise tax on
the excess of the required distribution over the amounts actually
distributed; and

.    if we acquire any asset from a C corporation (i.e., a corporation
generally subject to corporate-level tax) in a carryover-basis
transaction and we subsequently recognize gain on the disposition of
the asset during the ten year period beginning on the date on which we
acquired the asset, then a portion of the gains may be subject to tax
at the highest regular corporate rate, pursuant to guidelines issued
by the Internal Revenue Service (Built-In-Gain Rules).

124

Requirements for Qualification as a REIT

We elected to be taxable as a REIT for our taxable year ended December 31,
1998. In order for us to qualify as a REIT, however, we had to meet and we must
continue to meet the requirements discussed below relating to our organization,
sources of income, nature of assets and distributions of income to our
shareholders.

Organizational Requirements

In order to qualify for taxation as a REIT under the Internal Revenue
Code, we must:

.    be a domestic corporation;

.    elect to be taxed as a REIT and satisfy relevant filing and other
administrative requirements;

.    be managed by one or more trustees or directors;

.    have transferable shares;

.    not be a financial institution or an insurance company;

.    use a calendar year for federal income tax purposes;

.    have at least 100 shareholders for at least 335 days of each taxable
year of 12 months; and

.    not be closely held.

As a Maryland corporation, we satisfy the first requirement, and we have
filed an election to be taxed as a REIT with the IRS. In addition, we are
managed by a board of directors, we have transferable shares and we do not
intend to operate as a financial institution or insurance company. We utilize
the calendar year for federal income tax purposes, and we have more than 100
shareholders. We would be treated as closely held only if five or fewer
individuals or certain tax-exempt entities own, directly or indirectly, more
than 50% (by value) of our shares at any time during the last half of our
taxable year. For purposes of the closely-held test, the Internal Revenue Code
generally permits a look-through for pension funds and certain other tax-exempt
entities to the beneficiaries of the entity to determine if the REIT is closely
held. Five or fewer individuals or tax-exempt entities have never owned more
than 50% of our outstanding shares during the last half of any taxable year.

We are authorized to refuse to transfer our shares to any person if the
sale or transfer would jeopardize our ability to satisfy the REIT ownership
requirements. There can be no assurance that a refusal to transfer will be
effective. However, based on the foregoing, we should currently satisfy the
organizational requirements, including the share ownership requirements.
Notwithstanding compliance with the share ownership requirements outlined above,
tax-exempt shareholders may be required to treat all or a portion of their
distributions from us as "unrelated business taxable income" if tax-exempt
shareholders, in the aggregate, exceed certain ownership thresholds set forth in
the Internal Revenue Code. (See "Taxation of Tax-Exempt Shareholders.")

125

Ownership of Interests in Partnerships and Qualified REIT Subsidiaries

In the case of a REIT that is a partner in a partnership, Treasury
Regulations provide that the REIT is deemed to own its proportionate share,
based on its interest in partnership capital, of the assets of the partnership
and is deemed to have earned its allocable share of partnership income. Also, if
a REIT owns a qualified REIT subsidiary, which is defined as a corporation
wholly-owned by a REIT, the REIT will be deemed to own all of the subsidiary's
assets and liabilities and it will be deemed to be entitled to treat the income
of that subsidiary as its own. In addition, the character of the assets and
gross income of the partnership or qualified REIT subsidiary shall retain the
same character in the hands of the REIT for purposes of satisfying the gross
income tests and asset tests set forth in the Internal Revenue Code.

Operational Requirements -- Gross Income Tests

To maintain our qualification as a REIT, we must satisfy annually two gross
income requirements.

.    At least 75% of our gross income, excluding gross income from
prohibited transactions, for each taxable year must be derived
directly or indirectly from investments relating to real property or
mortgages on real property. Gross income includes "rents from real
property" and, in some circumstances, interest, but excludes gross
income from dispositions of property held primarily for sale to
customers in the ordinary course of a trade or business. Such
dispositions are referred to as "prohibited transactions." This is the
75% Income Test.

.    At least 95% of our gross income, excluding gross income from
prohibited transactions, for each taxable year must be derived from
the real property investments described above and from distributions,
interest and gains from the sale or disposition of stock or securities
or from any combination of the foregoing. This is the 95% Income Test.

.    The rents we receive or that we are deemed to receive qualify as
"rents from real property" for purposes of satisfying the gross income
requirements for a REIT only if the following conditions are m et:

.    the amount of rent received from a tenant generally must not be
based in whole or in part on the income or profits of any person,
however, an amount received or accrued generally will not be
excluded from the term "rents from real property" solely by
reason of being based on a fixed percentage or percentages of
gross receipts or sales;

.    rents received from a tenant will not qualify as "rents from real
property" if an owner of 10% or more of the REIT directly or
constructively owns 10% or more of the tenant (a "Related Party
Tenant") or a subtenant of the tenant (in which case only rent
attributable to the subtenant is disqualified);

.    if rent attributable to personal property leased in connection
with a lease of real property is greater than 15% of the total
rent received under the lease, then the portion of rent
attributable to the personal property will not qualify as "rents
from real property"; and

.    the REIT must not operate or manage the property or furnish or
render services to tenants, other than through an "independent
contractor" who is adequately 

126

compensated and from whom the REIT does not derive any income.
However, a REIT may provide services with respect to its
properties, and the income derived therefrom will qualify as
"rents from real property," if the services are "usually or
customarily rendered" in connection with the rental of space only
and are not otherwise considered "rendered to the occupant." Even
if the services with respect to a property are impermissible
tenant services, the income derived therefrom will qualify as
"rents from real property" if such income does not exceed one
percent of all amounts received or accrued with respect to that
property.

If we acquire ownership of property by reason of the default of a borrower
on a loan or possession of property by reason of a tenant default, if the
property qualifies and we elect to treat it as foreclosure property, the income
from the property will qualify under the 75% Income Test and the 95% Income Test
notwithstanding its failure to satisfy these requirements for three years, or if
extended for good cause, up to a total of six years. In that event, we must
satisfy a number of complex rules, one of which is a requirement that we operate
the property through an independent contractor. We will be subject to tax on
that portion of our net income from foreclosure property that does not otherwise
qualify under the 75% Income Test.

Prior to the making of investments in properties, we may satisfy the 75%
Income Test and the 95% Income Test by investing in liquid assets such as
government securities or certificates of deposit, but earnings from those types
of assets are qualifying income under the 75% Income Test only for one year from
the receipt of proceeds. Accordingly, to the extent that offering proceeds have
not been invested in properties prior to the expiration of this one year period,
in order to satisfy the 75% Income Test, we may invest the offering proceeds in
less liquid investments such as mortgage-backed securities, maturing mortgage
loans purchased from mortgage lenders or shares in other REITs. We expect to
receive proceeds from the offering in a series of closings and to trace those
proceeds for purposes of determining the one year period for "new capital
investments." No rulings or regulations have been issued under the provisions of
the Internal Revenue Code governing "new capital investments," however, so that
there can be no assurance that the Internal Revenue Service will agree with this
method of calculation.

Except for amounts received with respect to certain investments of cash
reserves, we anticipate that substantially all of our gross income will be from
sources that will allow us to satisfy the income tests described above; however,
there can be no assurance given in this regard. Notwithstanding our failure to
satisfy one or both of the 75% Income and the 95% Income Tests for any taxable
year, we may still qualify as a REIT for that year if we are eligible for relief
under specific provisions of the Internal Revenue Code. These relief provisions
generally will be available if:

.    our failure to meet these tests was due to reasonable cause and not
due to willful neglect;

.    we attach a schedule of our income sources to our federal income tax
return; and

.    any incorrect information on the schedule is not due to fraud with
intent to evade tax.

It is not possible, however, to state whether, in all circumstances, we would be
entitled to the benefit of these relief provisions. For example, if we fail to
satisfy the gross income tests because nonqualifying income that we
intentionally earn exceeds the limits on this income, the Internal Revenue
Service could conclude that our failure to satisfy the tests was not due to
reasonable cause. As discussed above in "Taxation of the Company," even if these
relief provisions apply, a tax would be imposed with respect to the excess net
income.

127

Operational Requirements -- Asset Tests

At the close of each quarter of our taxable year, we also must satisfy
three tests (Asset Tests) relating to the nature and diversification of our
assets.

.    First, at least 75% of the value of our total assets must be
represented by real estate assets, cash, cash items and government
securities. The term "real estate assets" includes real property,
mortgages on real property, shares in other qualified REITs and a
proportionate share of any real estate assets owned by a partnership
in which we are a partner or of any qualified REIT subsidiary of ours.

.    Second, no more than 25% of our total assets may be represented by
securities other than those in the 75% asset class.

.    Third, of the investments included in the 25% asset class, the value
of any one issuer's securities that we own may not exceed 5% of the
value of our total assets. Additionally, we may not own more than 10%
of any one issuer's outstanding voting securities.

The 5% test must generally be met for any quarter in which we acquire
securities. Further, if we meet the Asset Tests at the close of any quarter, we
will not lose our REIT status for a failure to satisfy the Asset Tests at the
end of a later quarter if such failure occurs solely because of changes in asset
values. If our failure to satisfy the Asset Tests results from an acquisition of
securities or other property during a quarter, we can cure the failure by
disposing of a sufficient amount of nonqualifying assets within 30 days after
the close of that quarter. We maintain, and will continue to maintain, adequate
records of the value of our assets to ensure compliance with the Asset Tests and
will take other action within 30 days after the close of any quarter as may be
required to cure any noncompliance.

Operational Requirements -- Annual Distribution Requirement

In order to be taxed as a REIT, we are required to make dividend
distributions, other than capital gain distributions, to our shareholders each
year in the amount of at least 95% of our REIT taxable income (computed without
regard to the dividends paid deduction and our capital gain and subject to
certain other potential adjustments) for all tax years prior to 2001 and at
least 90% of our REIT taxable income for all future years beginning with the
year 2001.

While we must generally pay dividends in the taxable year to which they
relate, we may also pay dividends in the following taxable year if (1) they are
declared before we timely file our federal income tax return for the taxable
year in question, and if (2) they are paid on or before the first regular
dividend payment date after the declaration.

Even if we satisfy the foregoing dividend distribution requirement and,
accordingly, continue to qualify as a REIT for tax purposes, we will still be
subject to tax on the excess of our net capital gain and our REIT taxable
income, as adjusted, over the amount of dividends distributed to shareholders.

In addition, if we fail to distribute during each calendar year at least
the sum of:

.    85% of our ordinary income for that year;

.    95% of our capital gain net income other than the capital gain net
income which we elect to retain and pay tax on for that year; and

128

.    any undistributed taxable income from prior periods,

we will be subject to a 4% excise tax on the excess of the amount of such
required distributions over amounts actually distributed during such year.

We intend to make timely distributions sufficient to satisfy this
requirement; however, it is possible that we may experience timing differences
between (1) the actual receipt of income and payment of deductible expenses, and
(2) the inclusion of that income. It is also possible that we may be allocated a
share of net capital gain attributable to the sale of depreciated property that
exceeds our allocable share of cash attributable to that sale.

In such circumstances, we may have less cash than is necessary to meet our
annual distribution requirement or to avoid income or excise taxation on certain
undistributed income. We may find it necessary in such circumstances to arrange
for financing or raise funds through the issuance of additional shares in order
to meet our distribution requirements, or we may pay taxable stock distributions
to meet the distribution requirement.

If we fail to satisfy the distribution requirement for any taxable year by
reason of a later adjustment to our taxable income made by the Internal Revenue
Service, we may be able to pay "deficiency dividends" in a later year and
include such distributions in our deductions for dividends paid for the earlier
year. In such event, we may be able to avoid being taxed on amounts distributed
as deficiency dividends, but we would be required in such circumstances to pay
interest to the Internal Revenue Service based upon the amount of any deduction
taken for deficiency dividends for the earlier year.

As noted above, we may also elect to retain, rather than distribute, our
net long-term capital gains. The effect of such an election would be as follows:

.    we would be required to pay the tax on these gains;

.    shareholders, while required to include their proportionate share of
the undistributed long-term capital gains in income, would receive a
credit or refund for their share of the tax paid by the REIT; and

.    the basis of a shareholder's shares would be increased by the amount
of our undistributed long-term capital gains (minus the amount of
capital gains tax we pay) included in the shareholder's long-term
capital gains.

In computing our REIT taxable income, we will use the accrual method of
accounting and depreciate depreciable property under the alternative
depreciation system. We are required to file an annual federal income tax
return, which, like other corporate returns, is subject to examination by the
Internal Revenue Service. Because the tax law requires us to make many judgments
regarding the proper treatment of a transaction or an item of income or
deduction, it is possible that the Internal Revenue Service will challenge
positions we take in computing our REIT taxable income and our distributions.
Issues could arise, for example, with respect to the allocation of the purchase
price of properties between depreciable or amortizable assets and nondepreciable
or non-amortizable assets such as land and the current deductibility of fees
paid to Wells Capital or its affiliates. Were the Internal Revenue Service to
successfully challenge our characterization of a transaction or determination of
our REIT taxable income, we could be found to have failed to satisfy a
requirement for qualification as a REIT. If, as a result of a challenge, we are
determined to have failed to satisfy the distribution requirements for a taxable
year, we would be disqualified as a REIT, unless we were permitted to pay a
deficiency distribution to our 

129

shareholders and pay interest thereon to the Internal Revenue Service, as
provided by the Internal Revenue Code. A deficiency distribution cannot be used
to satisfy the distribution requirement, however, if the failure to meet the
requirement is not due to a later adjustment to our income by the Internal
Revenue Service.

Operational Requirements -- Recordkeeping

In order to continue to qualify as a REIT, we must maintain certain records
as set forth in applicable Treasury Regulations. Further, we must request, on an
annual basis, certain information designed to disclose the ownership of our
outstanding shares. We intend to comply with such requirements.

Failure to Qualify as a REIT

If we fail to qualify as a REIT for any reason in a taxable year and
applicable relief provisions do not apply, we will be subject to tax (including
any applicable alternative minimum tax) on our taxable income at regular
corporate rates. We will not be able to deduct dividends paid to our
shareholders in any year in which we fail to qualify as a REIT. We also will be
disqualified for the four taxable years following the year during which
qualification was lost unless we are entitled to relief under specific statutory
provisions. (See "Risk Factors -- Federal Income Tax Risks")

Sale-Leaseback TransactionsSale-Leaseback Transactions

Some of our investments may be in the form of sale-leaseback transactions.
In most instances, depending on the economic terms of the transaction, we will
be treated for federal income tax purposes as either the owner of the property
or the holder of a debt secured by the property. We do not expect to request an
opinion of counsel concerning the status of any leases of properties as true
leases for federal income tax purposes.

The Internal Revenue Service may take the position that a specific sale-
leaseback transaction which we treat as a true lease is not a true lease for
federal income tax purposes but is, instead, a financing arrangement or loan. We
may also structure some sale-leaseback transactions as loans. In this event, for
purposes of the Asset Tests and the 75% Income Test, each such loan likely would
be viewed as secured by real property to the extent of the fair market value of
the underlying property. We expect that, for this purpose, the fair market value
of the underlying property would be determined without taking into account our
lease. If a sale-leaseback transaction were so recharacterized, we might fail to
satisfy the Asset Tests or the Income Tests and, consequently, lose our REIT
status effective with the year of recharacterization. Alternatively, the amount
of our REIT taxable income could be recalculated which might also cause us to
fail to meet the distribution requirement for a taxable year.

Taxation of U.S. Shareholders

Definition

In this section, the phrase "U.S. shareholder" means a holder of shares
that for federal income tax purposes:

.    is a citizen or resident of the United States;

.    is a corporation, partnership or other entity created or organized in
or under the laws of the United States or of any political subdivision
thereof;

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.     is an estate or trust, the income of which is subject to U.S.
federal income taxation regardless of its source; or

.     a trust if a U.S. court is able to exercise primary supervision
over the administration of the trust and one or more U.S. persons
have the authority to control all substantial decisions of the
trust.

For any taxable year for which we qualify for taxation as a REIT, amounts
distributed to taxable U.S. shareholders will be taxed as described below.

Distributions Generally

Distributions to U.S. shareholders, other than capital gain
distributions discussed below, will constitute dividends up to the amount of our
current or accumulated earnings and profits and will be taxable to the
shareholders as ordinary income. These distributions are not eligible for the
dividends received deduction generally available to corporations. To the extent
that we make a distribution in excess of our current or accumulated earnings and
profits, the distribution will be treated first as a tax-free return of capital,
reducing the tax basis in each U.S. shareholder's shares, and the amount of each
distribution in excess of a U.S. shareholder's tax basis in its shares will be
taxable as gain realized from the sale of its shares. Distributions that we
declare in October, November or December of any year payable to a shareholder of
record on a specified date in any of these months will be treated as both paid
by us and received by the shareholder on December 31 of the year, provided that
we actually pay the distribution during January of the following calendar year.
U.S. shareholders may not include any of our losses on their own federal income
tax returns.

We will be treated as having sufficient earnings and profits to treat
as a dividend any distribution by us up to the amount required to be distributed
in order to avoid imposition of the 4% excise tax discussed above. Moreover, any
"deficiency distribution" will be treated as an ordinary or capital gain
distribution, as the case may be, regardless of our earnings and profits. As a
result, shareholders may be required to treat as taxable some distributions that
would otherwise result in a tax-free return of capital.

Capital Gain Distributions

Distributions to U.S. shareholders that we properly designate as
capital gain distributions will be treated as long-term capital gains, to the
extent they do not exceed our actual net capital gain, for the taxable year
without regard to the period for which the U.S. shareholder has held his stock.

Passive Activity Loss and Investment Interest Limitations

Our distributions and any gain you realize from a disposition of shares
will not be treated as passive activity income, and shareholders may not be able
to utilize any of their "passive losses" to offset this income in their personal
tax returns. Our distributions (to the extent they do not constitute a return of
capital) will generally be treated as investment income for purposes of the
limitations on the deduction of investment interest. Net capital gain from a
disposition of shares and capital gain distributions generally will be included
in investment income for purposes of the investment interest deduction
limitations only if, and to the extent, you so elect, in which case any such
capital gains will be taxed as ordinary income.

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Certain Dispositions of the Shares

In general, any gain or loss realized upon a taxable disposition of
shares by a U.S. shareholder who is not a dealer in securities will be treated
as long-term capital gain or loss if the shares have been held for more than 12
months and as short-term capital gain or loss if the shares have been held for
12 months or less. If, however, a U.S. shareholder has received any capital
gains distributions with respect to his shares, any loss realized upon a taxable
disposition of shares held for six months or less, to the extent of the capital
gains distributions received with respect to his shares, will be treated as
long-term capital loss. Also, the Internal Revenue Service is authorized to
issue Treasury Regulations that would subject a portion of the capital gain a
U.S. shareholder recognizes from selling his shares or from a capital gain
distribution to a tax at a 25% rate, to the extent the capital gain is
attributable to depreciation previously deducted.

Information Reporting Requirements and Backup Withholding for U.S.
Shareholders

Under some circumstances, U.S. shareholders may be subject to backup
withholding at a rate of 31% on payments made with respect to, or cash proceeds
of a sale or exchange of, our shares. Backup withholding will apply only if the
shareholder:

.     fails to furnish his or her taxpayer identification number
(which, for an individual, would be his or her Social Security
Number);

.     furnishes an incorrect tax identification number;

.     is notified by the Internal Revenue Service that he or she has
failed properly to report payments of interest and distributions
or is otherwise subject to backup withholding; or

.     under some circumstances, fails to certify, under penalties of
perjury, that he or she has furnished a correct tax
identification number and that (a) he or she has not been
notified by the Internal Revenue Service that he or she is
subject to backup withholding for failure to report interest and
distribution payments or (b) he or she has been notified by the
Internal Revenue Service that he or she is no longer subject to
backup withholding.

Backup withholding will not apply with respect to payments made to some
shareholders, such as corporations and tax-exempt organizations. Backup
withholding is not an additional tax. Rather, the amount of any backup
withholding with respect to a payment to a U.S. shareholder will be allowed as a
credit against the U.S. shareholder's U.S. federal income tax liability and may
entitle the U.S. shareholder to a refund, provided that the required information
is furnished to the Internal Revenue Service. U.S. shareholders should consult
their own tax advisors regarding their qualifications for exemption from backup
withholding and the procedure for obtaining an exemption.

Treatment of Tax-Exempt Shareholders 

Tax-exempt entities such as employee pension benefit trusts, individual
retirement accounts, charitable remainder trusts, etc. generally are exempt from
federal income taxation. Such entities are subject to taxation, however, on any
"unrelated business taxable income" (UBTI), as defined in the Internal Revenue
Code. The payment of dividends to a tax-exempt employee pension benefit trust or
other domestic tax-exempt shareholder generally will not constitute unrelated
business taxable income to such shareholder unless such shareholder has borrowed
to acquire or carry its shares.

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In the event that we were deemed to be "predominately held" by
qualified employee pension benefit trusts that each hold more than 10% (in
value) of our shares, such trusts would be required to treat a certain
percentage of the dividend distributions paid to them as unrelated business
taxable income. We would be deemed to be "predominately held" by such trusts if
either (1) one employee pension benefit trust owns more than 25% in value of our
shares, or (ii) any group of such trusts, each owning more than 10% in value of
our shares, holds in the aggregate more than 50% in value of our shares. If
either of these ownership thresholds were ever exceeded, any qualified employee
pension benefit trust holding more than 10% in value of our shares would be
subject to tax on that portion of our dividend distributions made to it which is
equal to the percentage of our income which would be UBTI if we were a qualified
trust, rather than a REIT. We will attempt to monitor the concentration of
ownership of employee pension benefit trusts in our shares, and we do not expect
our shares to be deemed to be "predominately held" by qualified employee pension
benefit trusts, as defined in the Internal Revenue Code, to the extent required
to trigger the treatment of our income as to such trusts.

For social clubs, voluntary employee benefit associations, supplemental
unemployment benefit trusts and qualified group legal services plans exempt from
federal income taxation under Sections 501(c)(7), (c)(9), (c)(17) and (c)(20) of
the Internal Revenue Code, respectively, income from an investment in our shares
will constitute UBTI unless the shareholder in question is able to deduct
amounts "set aside" or placed in reserve for certain purposes so as to offset
the unrelated business taxable income generated. Any such organization which is
a prospective shareholder should consult its own tax advisor concerning these
"set aside" and reserve requirements.

Special Tax Considerations for Non-U.S. Shareholders 

The rules governing U.S. income taxation of non-resident alien
individuals, foreign corporations, foreign partnerships and foreign trusts and
estates (collectively, "Non-U.S. shareholders") are complex. The following
discussion is intended only as a summary of these rules. Non-U.S. investors
should consult with their own tax advisors to determine the impact of federal,
state and local income tax laws on an investment in our shares, including any
reporting requirements.

Income Effectively Connected With a U.S. Trade or Business

In general, Non-U.S. shareholders will be subject to regular U.S.
federal income taxation with respect to their investment in our shares if the
income derived therefrom is "effectively connected" with the Non-U.S.
shareholder's conduct of a trade or business in the United States. A corporate
Non-U.S. shareholder that receives income that is (or is treated as) effectively
connected with a U.S. trade or business also may be subject to a branch profits
tax under Section 884 of the Internal Revenue Code, which is payable in addition
to the regular U.S. federal corporate income tax.

The following discussion will apply to Non-U.S. shareholders whose
income derived from ownership of our shares is deemed to be not "effectively
connected" with a U.S. trade or business.

Distributions Not Attributable to Gain From the Sale or Exchange of a
United States Real Property Interest

A distribution to a Non-U.S. shareholder that is not attributable to
gain realized by us from the sale or exchange of a United States real property
interest and that we do not designate as a capital gain distribution will be
treated as an ordinary income distribution to the extent that it is made out of
current or accumulated earnings and profits. Generally, any ordinary income
distribution will be subject to a U.S. federal income tax equal to 30% of the
gross amount of the distribution unless this tax is reduced by the provisions of
an applicable tax treaty. Any such distribution in excess of our earnings and
profits will be 

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treated first as a return of capital that will reduce each Non-U.S.
shareholder's basis in its shares (but not below zero) and then as gain from the
disposition of those shares, the tax treatment of which is described under the
rules discussed below with respect to dispositions of shares.

Distributions Attributable to Gain From the Sale or Exchange of a
United States Real Property Interest

Distributions to a Non-U.S. shareholder that are attributable to gain
from the sale or exchange of a United States real property interest will be
taxed to a Non-U.S. shareholder under Internal Revenue Code provisions enacted
by the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA). Under
FIRPTA, such distributions are taxed to a Non-U.S. shareholder as if the
distributions were gains "effectively connected" with a U.S. trade or business.
Accordingly, a Non-U.S. shareholder will be taxed at the normal capital gain
rates applicable to a U.S. shareholder (subject to any applicable alternative
minimum tax and a special alternative minimum tax in the case of non-resident
alien individuals). Distributions subject to FIRPTA also may be subject to a 30%
branch profits tax when made to a corporate Non-U.S. shareholder that is not
entitled to a treaty exemption.

Withholding Obligations With Respect to Distributions to Non-U.S.
Shareholders

Although tax treaties may reduce our withholding obligations, based on
current law, we will generally be required to withhold from distributions to
Non-U.S. shareholders, and remit to the Internal Revenue Service:

.     35% of designated capital gain distributions or, if greater, 35%
of the amount of any distributions that could be designated as
capital gain distributions; and

.     30% of ordinary income distributions (i.e., distributions paid
----
out of our earnings and profits).

In addition, if we designate prior distributions as capital gain distributions,
subsequent distributions, up to the amount of the prior distributions, will be
treated as capital gain distributions for purposes of withholding. A
distribution in excess of our earnings and profits will be subject to 30%
withholding if at the time of the distribution it cannot be determined whether
the distribution will be in an amount in excess of our current or accumulated
earnings and profits. If the amount of tax we withhold with respect to a
distribution to a Non-U.S. shareholder exceeds the shareholder's U.S. tax
liability with respect to that distribution, the Non-U.S. shareholder may file a
claim with the Internal Revenue Service for a refund of the excess.

Sale of Our Shares by a Non-U.S. Shareholder

A sale of our shares by a Non-U.S. shareholder will generally not be
subject to U.S. federal income taxation unless our shares constitute a "United
States real property interest" within the meaning of FIRPTA. Our shares will not
constitute a United States real property interest if we are a "domestically
controlled REIT." A "domestically controlled REIT" is a REIT that at all times
during a specified testing period has less than 50% in value of its shares held
directly or indirectly by Non-U.S. shareholders. We currently anticipate that we
will be a domestically controlled REIT. Therefore, sales of our shares should
not be subject to taxation under FIRPTA. However, we cannot assure you that we
will continue to be a domestically controlled REIT. If we were not a
domestically controlled REIT, whether a Non-U.S. shareholder's sale of our
shares would be subject to tax under FIRPTA as a sale of a United States real
property interest would depend on whether our shares were "regularly traded" on
an established securities 

134

market and on the size of the selling shareholder's interest in us. Our shares
currently are not "regularly traded" on an established securities market.

If the gain on the sale of shares were subject to taxation under
FIRPTA, a Non-U.S. shareholder would be subject to the same treatment as a U.S.
shareholder with respect to the gain, subject to any applicable alternative
minimum tax and a special alternative minimum tax in the case of non-resident
alien individuals. In addition, distributions that are treated as gain from the
disposition of shares and are subject to tax under FIRPTA also may be subject to
a 30% branch profits tax when made to a corporate Non-U.S. shareholder that is
not entitled to a treaty exemption. Under FIRPTA, the purchaser of our shares
may be required to withhold 10% of the purchase price and remit this amount to
the Internal Revenue Service.

Even if not subject to FIRPTA, capital gains will be taxable to a
Non-U.S. shareholder if the Non-U.S. shareholder is a non-resident alien
individual who is present in the United States for 183 days or more during the
taxable year and some other conditions apply, in which case the non-resident
alien individual will be subject to a 30% tax on his or her U.S. source capital
gains.

Recently promulgated Treasury Regulations may alter the procedures for
claiming the benefits of an income tax treaty. Our Non-U.S. shareholders should
consult their tax advisors concerning the effect, if any, of these Treasury
Regulations on an investment in our shares.

Information Reporting Requirements and Backup Withholding for Non-U.S.
Shareholders

Additional issues may arise for information reporting and backup
withholding for Non-U.S. shareholders. Non-U.S. shareholders should consult
their tax advisors with regard to U.S. information reporting and backup
withholding requirements under the Internal Revenue Code.

Statement of Stock Ownership 

We are required to demand annual written statements from the record
holders of designated percentages of our shares disclosing the actual owners of
the shares. Any record shareholder who, upon our request, does not provide us
with required information concerning actual ownership of the shares is required
to include specified information relating to his shares in his federal income
tax return. We also must maintain, within the Internal Revenue District in which
we are required to file our federal income tax return, permanent records showing
the information we have received about the actual ownership of shares and a list
of those persons failing or refusing to comply with our demand.

State and Local Taxation 

We and any operating subsidiaries we may form may be subject to state
and local tax in states and localities in which we or they do business or own
property. The tax treatment of the Wells REIT, Wells OP, any operating
subsidiaries we may form and the holders of our shares in local jurisdictions
may differ from the federal income tax treatment described above.

Tax Aspects of Our Operating Partnership 

The following discussion summarizes certain federal income tax
considerations applicable to our investment in Wells OP, our operating
partnership. The discussion does not cover state or local tax laws or any
federal tax laws other than income tax laws.

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Classification as a Partnership

We will be entitled to include in our income a distributive share of
Wells OP's income and to deduct our distributive share of Wells OP's losses only
if Wells OP is classified for federal income tax purposes as a partnership,
rather than as an association taxable as a corporation. Under applicable
Treasury Regulations (the "Check-the-Box-Regulations"), an unincorporated entity
with at least two members may elect to be classified either as an association
taxable as a corporation or as a partnership. If such an entity fails to make an
election, it generally will be treated as a partnership for federal income tax
purposes. Wells OP intends to be classified as a partnership for federal income
tax purposes and will not elect to be treated as an association taxable as a
corporation under the Check-the-Box-Regulations.

Even though Wells OP will elect to be treated as a partnership for
federal income tax purposes, it may be taxed as a corporation if it is deemed to
be a "publicly traded partnership." A publicly traded partnership is a
partnership whose interests are traded on an established securities market or
are readily tradable on a secondary market (or the substantial equivalent
thereof); provided, that even if the foregoing requirements are met, a publicly
traded partnership will not be treated as a corporation for federal income tax
purposes if at least 90% of such partnership's gross income for a taxable year
consists of "qualifying income" under Section 7704(d) of the Internal Revenue
Code. Qualifying income generally includes any income that is qualifying income
for purposes of the 95% Income Test applicable to REITs (90% Passive-Type Income
Exception). (See "Requirements for Qualification as a REIT -- Operational
Requirements - Gross Income Tests").

Under applicable Treasury Regulations (PTP Regulations), limited safe
harbors from the definition of a publicly traded partnership are provided.
Pursuant to one of those safe harbors (Private Placement Exclusion), interests
in a partnership will not be treated as readily tradable on a secondary market
or the substantial equivalent thereof if (i) all interests in the partnership
were issued in a transaction (or transactions) that was not required to be
registered under the Securities Act of 1933, as amended, and (ii) the
partnership does not have more than 100 partners at any time during the
partnership's taxable year. In determining the number of partners in a
partnership, a person owning an interest in a flow-through entity (such as a
partnership, grantor trust or S corporation) that owns an interest in the
partnership is treated as a partner in such partnership only if (a)
substantially all of the value of the owner's interest in the flow-through is
attributable to the flow-through entity's interest (direct or indirect) in the
partnership and (b) a principal purpose of the use of the flow-through entity is
to permit the partnership to satisfy the 100 partner limitation. Wells OP
qualifies for the Private Placement Exclusion. Even if Wells OP is considered a
publicly traded partnership under the PTP Regulations because it is deemed to
have more than 100 partners, however, Wells OP should not be treated as a
corporation because it should be eligible for the 90% Passive-Type Income
Exception described above.

We have not requested, and do not intend to request, a ruling from the
Internal Revenue Service that Wells OP will be classified as a partnership for
federal income tax purposes. Holland & Knight LLP is of the opinion, however,
that based on certain factual assumptions and representations, Wells OP will
more likely than not be treated for federal income tax purposes as a partnership
and not as an association taxable as a corporation, or as a publicly traded
partnership. Unlike a tax ruling, however, an opinion of counsel is not binding
upon the Internal Revenue Service, and no assurance can be given that the
Internal Revenue Service will not challenge the status of Wells OP as a
partnership for federal income tax purposes. If such challenge were sustained by
a court, Wells OP would be treated as a corporation for federal income tax
purposes, as described below. In addition, the opinion of Holland & Knight LLP
is based on existing law, which is to a great extent the result of
administrative and judicial interpretation. No assurance can be given that
administrative or judicial changes would not modify the conclusions expressed in
the opinion.

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If for any reason Wells OP were taxable as a corporation, rather than a
partnership, for federal income tax purposes, we would not be able to qualify as
a REIT. (See "Federal Income Tax Considerations -- Requirements for
Qualification as a REIT -- Operational Requirements - Gross Income Tests" and
"Requirements for Qualification as a REIT -- Operational Requirements - Asset
Tests.") In addition, any change in Wells OP's status for tax purposes might be
treated as a taxable event, in which case we might incur a tax liability without
any related cash distribution. Further, items of income and deduction of Wells
OP would not pass through to its partners, and its partners would be treated as
shareholders for tax purposes. Consequently, Wells OP would be required to pay
income tax at corporate tax rates on its net income, and distributions to its
partners would constitute dividends that would not be deductible in computing
Wells OP's taxable income.

Income Taxation of the Operating Partnership and its Partners

Partners, Not a Partnership, Subject to Tax. A partnership is not a
taxable entity for federal income tax purposes. As a partner in Wells OP, we
will be required to take into account our allocable share of Wells OP's income,
gains, losses, deductions, and credits for any taxable year of Wells OP ending
within or with our taxable year, without regard to whether we have received or
will receive any distribution from Wells OP.

Partnership Allocations. Although a partnership agreement generally
determines the allocation of income and losses among partners, such allocations
will be disregarded for tax purposes under Section 704(b) of the Internal
Revenue Code if they do not comply with the provisions of Section 704(b) of the
Internal Revenue Code and the Treasury Regulations promulgated thereunder. If an
allocation is not recognized for federal income tax purposes, the item subject
to the allocation will be reallocated in accordance with the partner's interests
in the partnership, which will be determined by taking into account all of the
facts and circumstances relating to the economic arrangement of the partners
with respect to such item. Wells OP's allocations of taxable income and loss are
intended to comply with the requirements of Section 704(b) of the Internal
Revenue Code and the Treasury Regulations promulgated thereunder.

Tax Allocations With Respect to Contributed Properties. Pursuant to
Section 704(c) of the Internal Revenue Code, income, gain, loss, and deduction
attributable to appreciated or depreciated property that is contributed to a
partnership in exchange for an interest in the partnership must be allocated for
federal income tax purposes in a manner such that the contributor is charged
with, or benefits from, the unrealized gain or unrealized loss associated with
the property at the time of the contribution. The amount of such unrealized gain
or unrealized loss is generally equal to the difference between the fair market
value of the contributed property at the time of contribution and the adjusted
tax basis of such property at the time of contribution. Under applicable
Treasury Regulations, partnerships are required to use a "reasonable method" for
allocating items subject to Section 704(c) of the Internal Revenue Code and
several reasonable allocation methods are described therein.

Under the partnership agreement for Wells OP, depreciation or
amortization deductions of Wells OP generally will be allocated among the
partners in accordance with their respective interests in Wells OP, except to
the extent that Wells OP is required under Section 704(c) to use a method for
allocating depreciation deductions attributable to its properties that results
in us receiving a disproportionately large share of such deductions. It is
possible that we may (1) be allocated lower amounts of depreciation deductions
for tax purposes with respect to contributed properties than would be allocated
to us if each such property were to have a tax basis equal to its fair market
value at the time of contribution, and (2) be allocated taxable gain in the
event of a sale of such contributed properties in excess of the economic profit
allocated to us as a result of such sale. These allocations may cause us to
recognize taxable income in excess of cash proceeds received by us, which might
adversely affect our ability to comply with the REIT 

137

distribution requirements, although we do not anticipate that this event will
occur. The foregoing principles also will affect the calculation of our earnings
and profits for purposes of determining which portion of our distributions is
taxable as a dividend. The allocations described in this paragraph may result in
a higher portion of our distributions being taxed as a dividend than would have
occurred had we purchased such properties for cash.

Basis in Operating Partnership Interest. The adjusted tax basis of our
partnership interest in Wells OP generally is equal to (1) the amount of cash
and the basis of any other property contributed to Wells OP by us, (2) increased
by (A) our allocable share of Wells OP's income and (B) our allocable share of
indebtedness of Wells OP, and (3) reduced, but not below zero, by (A) our
allocable share of Wells OP's loss and (B) the amount of cash distributed to us,
including constructive cash distributions resulting from a reduction in our
share of indebtedness of Wells OP.

If the allocation of our distributive share of Wells OP's loss would
reduce the adjusted tax basis of our partnership interest in Wells OP below
zero, the recognition of such loss will be deferred until such time as the
recognition of such loss would not reduce our adjusted tax basis below zero. If
a distribution from Wells OP or a reduction in our share of Wells OP's
liabilities (which is treated as a constructive distribution for tax purposes)
would reduce our adjusted tax basis below zero, any such distribution, including
a constructive distribution, would constitute taxable income to us. The gain
realized by us upon the receipt of any such distribution or constructive
distribution would normally be characterized as capital gain, and if our
partnership interest in Wells OP has been held for longer than the long-term
capital gain holding period (currently one year), the distribution would
constitute long-term capital gain.

Depreciation Deductions Available to the Operating Partnership. Wells
OP will use a portion of contributions made by the Wells REIT from offering
proceeds to acquire interests in properties. To the extent that Wells OP
acquires properties for cash, Wells OP's initial basis in such properties for
federal income tax purposes generally will be equal to the purchase price paid
by Wells OP. Wells OP plans to depreciate each such depreciable property for
federal income tax purposes under the alternative depreciation system of
depreciation (ADS). Under ADS, Wells OP generally will depreciate such buildings
and improvements over a 40-year recovery period using a straight-line method and
a mid-month convention and will depreciate furnishings and equipment over a
12-year recovery period. To the extent that Wells OP acquires properties in
exchange for units of Wells OP, Wells OP's initial basis in each such property
for federal income tax purposes should be the same as the transferor's basis in
that property on the date of acquisition by Wells OP. Although the law is not
entirely clear, Wells OP generally intends to depreciate such depreciable
property for federal income tax purposes over the same remaining useful lives
and under the same methods used by the transferors.

Sale of the Operating Partnership's Property

Generally, any gain realized by Wells OP on the sale of property held
for more than one year will be long-term capital gain, except for any portion of
such gain that is treated as depreciation or cost recovery recapture. Any gain
recognized by Wells OP upon the disposition of a property acquired by Wells OP
for cash will be allocated among the partners in accordance with their
respective percentage interests in Wells OP.

Our share of any gain realized by Wells OP on the sale of any property
held by Wells OP as inventory or other property held primarily for sale to
customers in the ordinary course of Wells OP's trade or business will be treated
as income from a prohibited transaction that is subject to a 100% penalty tax.
Such prohibited transaction income also may have an adverse effect upon our
ability to satisfy the Income Tests for maintaining our REIT status. (See
"Federal Income Tax Considerations -- Requirements for Qualification as a REIT
-- Gross Income Tests" above.) We, however, do not presently intend to acquire

138

or hold or allow Wells OP to acquire or hold any property that represents
inventory or other property held primarily for sale to customers in the ordinary
course of our or Wells OP's trade or business.

ERISA Considerations 

The following is a summary of some non-tax considerations associated
with an investment in our shares by a qualified employee pension benefit plan or
an IRA. This summary is based on provisions of ERISA and the Internal Revenue
Code, as amended through the date of this prospectus, and relevant regulations
and opinions issued by the Department of Labor and the Internal Revenue Service.
We cannot assure you that adverse tax decisions or legislative, regulatory or
administrative changes which would significantly modify the statements expressed
herein will not occur. Any such changes may or may not apply to transactions
entered into prior to the date of their enactment.

Each fiduciary of an employee pension benefit plan subject to ERISA,
such as a profit sharing, section 401(k) or pension plan, or of any other
retirement plan or account subject to Section 4975 of the Internal Revenue Code,
such as an IRA (Benefit Plans), seeking to invest plan assets in our shares
must, taking into account the facts and circumstances of such Benefit Plan,
consider, among other matters:

.     whether the investment is consistent with the applicable
provisions of ERISA and the Internal Revenue Code;

.     whether, under the facts and circumstances attendant to the
Benefit Plan in question, the fiduciary's responsibility to the
plan has been satisfied;

.     whether the investment will produce UBTI to the Benefit Plan (see
"Federal Income Tax Considerations -- Treatment of Tax-Exempt
Shareholders"); and

.     the need to value the assets of the Benefit Plan annually.

Under ERISA, a plan fiduciary's responsibilities include the following
duties:

.     to act solely in the interest of plan participants and
beneficiaries and for the exclusive purpose of providing benefits
to them, as well as defraying reasonable expenses of plan
administration;

.     to invest plan assets prudently;

.     to diversify the investments of the plan unless it is clearly
prudent not to do so;

.     to ensure sufficient liquidity for the plan; and

.     to consider whether an investment would constitute or give rise
to a prohibited transaction under ERISA or the Internal Revenue
Code.

ERISA also requires that the assets of an employee benefit plan be held in trust
and that the trustee, or a duly authorized named fiduciary or investment
manager, have exclusive authority and discretion to manage and control the
assets of the plan.

Section 406 of ERISA and Section 4975 of the Internal Revenue Code
prohibit specified transactions involving the assets of a Benefit Plan which are
between the plan and any "party in interest" or "disqualified person" with
respect to that Benefit Plan. These transactions are prohibited regardless of

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how beneficial they may be for the Benefit Plan. Prohibited transactions include
the sale, exchange or leasing of property, the lending of money or the extension
of credit between a Benefit Plan and a party in interest or disqualified person,
and the transfer to, or use by, or for the benefit of, a party in interest, or
disqualified person, of any assets of a Benefit Plan. A fiduciary of a Benefit
Plan also is prohibited from engaging in self-dealing, acting for a person who
has an interest adverse to the plan or receiving any consideration for its own
account from a party dealing with the plan in a transaction involving plan
assets. Furthermore, Section 408 of the Internal Revenue Code states that assets
of an IRA trust may not be commingled with other property except in a common
trust fund or common investment fund.

Plan Asset Considerations 

In order to determine whether an investment in our shares by Benefit
Plans creates or gives rise to the potential for either prohibited transactions
or the commingling of assets referred to above, a fiduciary must consider
whether an investment in our shares will cause our assets to be treated as
assets of the investing Benefit Plans. Neither ERISA nor the Internal Revenue
Code define the term "plan assets," however, U.S. Department of Labor
Regulations provide guidelines as to whether, and under what circumstances, the
underlying assets of an entity will be deemed to constitute assets of a Benefit
Plan when the plan invests in that entity (the Plan Assets Regulation). Under
the Plan Assets Regulation, the assets of corporations, partnerships or other
entities in which a Benefit Plan makes an equity investment will generally be
deemed to be assets of the Benefit Plan unless the entity satisfies one of the
exceptions to this general rule. As discussed below, we have received an opinion
of counsel that, based on the Plan Assets Regulation, our underlying assets
should not be deemed to be "plan assets" of Benefit Plans investing in shares,
assuming the conditions set forth in the opinion are satisfied, based upon the
fact that at least one of the specific exemptions set forth in the Plan Assets
Regulation is satisfied, as determined below.

Specifically, the Plan Assets Regulation provides that the underlying
assets of REITs will not be treated as assets of a Benefit Plan investing
therein if the interest the Benefit Plan acquires is a "publicly-offered
security." A publicly-offered security must be:

.        sold as part of a public offering registered under the
Securities Act of 1933, as amended, and be part of a class of
securities registered under the Securities Exchange Act of
1934, as amended, within a specified time period;

.        part of a class of securities that is owned by 100 or more
persons who are independent of the issuer and one another; and

.        "freely transferable."

Our shares are being sold as part of an offering of securities to the
public pursuant to an effective registration statement under the Securities Act,
and are part of a class registered under the Securities Exchange Act. In
addition, we have over 100 independent shareholders. Thus, both the first and
second criterion of the publicly-offered security exception will be satisfied.

Whether a security is "freely transferable" depends upon the particular
facts and circumstances. Our shares are subject to certain restrictions on
transferability intended to ensure that we continue to qualify for federal
income tax treatment as a REIT. The regulation provides, however, that where the
minimum investment in a public offering of securities is $10,000 or less, the
presence of a restriction on transferability intended to prohibit transfers
which would result in a termination or reclassification of the entity for state
or federal tax purposes will not ordinarily affect a determination that such
securities are freely transferable. The minimum investment in our shares is less
than $10,000; thus, the restrictions 

140

imposed in order to maintain our status as a REIT should not cause the shares to
be deemed not freely transferable.

In the event that our underlying assets were treated by the Department
of Labor as the assets of investing Benefit Plans, our management would be
treated as fiduciaries with respect to each Benefit Plan shareholder, and an
investment in our shares might constitute an ineffective delegation of fiduciary
responsibility to Wells Capital, our advisor, and expose the fiduciary of the
Benefit Plan to co-fiduciary liability under ERISA for any breach by Wells
Capital of the fiduciary duties mandated under ERISA. Further, if our assets are
deemed to be "plan assets," an investment by an IRA in our shares might be
deemed to result in an impermissible commingling of IRA assets with other
property.

If our advisor or affiliates of our advisor were treated as fiduciaries
with respect to Benefit Plan shareholders, the prohibited transaction
restrictions of ERISA and the Internal Revenue Code would apply to any
transaction involving our assets. These restrictions could, for example, require
that we avoid transactions with entities that are affiliated with us or our
affiliates or restructure our activities in order to obtain an administrative
exemption from the prohibited transaction restrictions. Alternatively, we might
have to provide Benefit Plan shareholders with the opportunity to sell their
shares to us or we might dissolve or terminate.

If a prohibited transaction were to occur, the Internal Revenue Code
imposes an excise tax equal to 15% of the amount involved and authorizes the IRS
to impose an additional 100% excise tax if the prohibited transaction is not
"corrected." These taxes would be imposed on any disqualified person who
participates in the prohibited transaction. In addition, Wells Capital and
possibly other fiduciaries of Benefit Plan shareholders subject to ERISA who
permitted the prohibited transaction to occur or who otherwise breached their
fiduciary responsibilities, or a non-fiduciary participating in a prohibited
transaction, could be required to restore to the Benefit Plan any profits they
realized as a result of the transaction or breach, and make good to the Benefit
Plan any losses incurred by the Benefit Plan as a result of the transaction or
breach. With respect to an IRA that invests in our shares, the occurrence of a
prohibited transaction involving the individual who established the IRA, or his
or her beneficiary, would cause the IRA to lose its tax-exempt status under
Section 408(e)(2) of the Internal Revenue Code.

We have obtained an opinion from Holland & Knight LLP that our shares
more likely than not constitute "publicly-offered securities" and, accordingly,
it is more likely than not that our underlying assets should not be considered
"plan assets" under the Plan Assets Regulation, assuming the offering takes
place as described in this prospectus. If our underlying assets are not deemed
to be "plan assets," the problems discussed in the immediately preceding three
paragraphs are not expected to arise.

Other Prohibited Transactions 

Regardless of whether the shares qualify for the "publicly-offered
security" exception of the Plan Assets Regulation, a prohibited transaction
could occur if the Wells REIT, Wells Capital, any selected dealer or any of
their affiliates is a fiduciary (within the meaning of Section 3(21) of ERISA)
with respect to any Benefit Plan purchasing the shares. Accordingly, unless an
administrative or statutory exemption applies, shares should not be purchased by
a Benefit Plan with respect to which any of the above persons is a fiduciary. A
person is a fiduciary with respect to a Benefit Plan under Section 3(21) of
ERISA if, among other things, the person has discretionary authority or control
with respect to "plan assets" or provides investment advice for a fee with
respect to "plan assets." Under a regulation issued by the Department of Labor,
a person shall be deemed to be providing investment advice if that person
renders advice as to the advisability of investing in our shares and that person
regularly provides investment advice to the Benefit Plan pursuant to a mutual
agreement or understanding (written or otherwise) (1) that 

141

the advice will serve as the primary basis for investment decisions, and (2)
that the advice will be individualized for the Benefit Plan based on its
particular needs.

Annual Valuation 

A fiduciary of an employee benefit plan subject to ERISA is required
to determine annually the fair market value of each asset of the plan as of the
end of the plan's fiscal year and to file a report reflecting that value with
the Department of Labor. When the fair market value of any particular asset is
not available, the fiduciary is required to make a good faith determination of
that asset's "fair market value" assuming an orderly liquidation at the time the
determination is made. In addition, a trustee or custodian of an IRA must
provide an IRA participant with a statement of the value of the IRA each year.
In discharging its obligation to value assets of a plan, a fiduciary subject to
ERISA must act consistently with the relevant provisions of the plan and the
general fiduciary standards of ERISA.

Unless and until our shares are listed on a national securities
exchange or are included for quotation on Nasdaq, it is not expected that a
public market for the shares will develop. To date, neither the Internal Revenue
Service nor the Department of Labor has promulgated regulations specifying how a
plan fiduciary should determine the "fair market value" of the shares, namely
when the fair market value of the shares is not determined in the marketplace.
Therefore, to assist fiduciaries in fulfilling their valuation and annual
reporting responsibilities with respect to ownership of shares, we intend to
provide reports of our annual determinations of the current value of our net
assets per outstanding share to those fiduciaries (including IRA trustees and
custodians) who identify themselves to us and request the reports. Until
December 31, 2002, we intend to use the offering price of shares as the per
share net asset value. Beginning with the year 2003, the value of the properties
and our other assets will be based on a valuation. Such valuation will be
performed by a person independent of us and of Wells Capital.

We anticipate that we will provide annual reports of our determination
of value (1) to IRA trustees and custodians not later than January 15 of each
year, and (2) to other Benefit Plan fiduciaries within 75 days after the end of
each calendar year. Each determination may be based upon valuation information
available as of October 31 of the preceding year, up-dated, however, for any
material changes occurring between October 31 and December 31.

We intend to revise these valuation procedures to conform with any
relevant guidelines that the Internal Revenue Service or the Department of Labor
may hereafter issue. Meanwhile, we cannot assure you:

.       that the value determined by us could or will actually be
realized by us or by shareholders upon liquidation (in part
because appraisals or estimated values do not necessarily
indicate the price at which assets could be sold and because
no attempt will be made to estimate the expenses of selling
any of our assets);

.       that shareholders could realize this value if they were to
attempt to sell their shares; or

.       that the value, or the method used to establish value, would
comply with the ERISA or IRA requirements described above.

142

Description of Shares 

The following description of the shares is not complete but is a
summary of portions of our articles of incorporation and is qualified in its
entirety by reference to the articles of incorporation.

Under our articles of incorporation, we have authority to issue a total
of 500,000,000 shares of capital stock. Of the total shares authorized,
350,000,000 shares are designated as common stock with a par value of $0.01 per
share, 50,000,000 shares are designated as preferred stock with a par value of
$0.01 per share and 100,000,000 shares are designated as shares-in-trust, which
would be issued only in the event we have purchases in excess of the ownership
limits described below.

As of December 10, 2000, approximately 30,185,358 shares of our common
stock were issued and outstanding, and no shares of preferred stock or
shares-in-trust were issued and outstanding.

Common Stock 

The holders of common stock are entitled to one vote per share on all
matters voted on by shareholders, including election of our directors. Our
articles of incorporation do not provide for cumulative voting in the election
of directors. Therefore, the holders of a majority of the outstanding common
shares can elect our entire board of directors. Subject to any preferential
rights of any outstanding series of preferred stock, the holders of common stock
are entitled to such dividends as may be declared from time to time by our board
of directors out of legally available funds and, upon liquidation, are entitled
to receive all assets available for distribution to shareholders. All shares
issued in the offering will be fully paid and non-assessable shares of common
stock. Holders of shares of common stock will not have preemptive rights, which
means that you will not have an automatic option to purchase any new shares that
we issue.

We will not issue certificates for our shares. Shares will be held in
"uncertificated" form which will eliminate the physical handling and safekeeping
responsibilities inherent in owning transferable stock certificates and
eliminate the need to return a duly executed stock certificate to effect a
transfer. Wells Capital, our advisor, acts as our registrar and as the transfer
agent for our shares. Transfers can be effected simply by mailing to Wells
Capital a transfer and assignment form, which we will provide to you at no
charge.

Preferred Stock 

Our articles of incorporation authorize our board of directors to
designate and issue one or more classes or series of preferred stock without
stockholder approval. The board of directors may determine the relative rights,
preferences and privileges of each class or series of preferred stock so issued,
which may be more beneficial than the rights, preferences and privileges
attributable to the common stock. The issuance of preferred stock could have the
effect of delaying or preventing a change in control of the Wells REIT. Our
board of directors has no present plans to issue preferred stock, but may do so
at any time in the future without shareholder approval.

Meetings and Special Voting Rrquirements 

An annual meeting of the shareholders will be held each year, at least
30 days after delivery of our annual report. Special meetings of shareholders
may be called only upon the request of a majority of the directors, a majority
of the independent directors, the chairman, the president or upon the written
request of shareholders holding at least 10% of the shares. The presence of a
majority of the outstanding shares either in person or by proxy shall constitute
a quorum. Generally, the affirmative vote of a 

143

majority of all votes entitled to be cast is necessary to take shareholder
action authorized by our articles of incorporation, except that a majority of
the votes represented in person or by proxy at a meeting at which a quorum is
present is sufficient to elect a director.

Under Maryland Corporation Law and our articles of incorporation,
shareholders are entitled to vote at a duly held meeting at which a quorum is
present on (1) amendment of our articles of incorporation, (2) liquidation or
dissolution of the Wells REIT, (3) reorganization of the Wells REIT, (4) merger,
consolidation or sale or other disposition of substantially all of our assets,
and (5) termination of our status as a REIT. Shareholders voting against any
merger or sale of assets are permitted under Maryland Corporation Law to
petition a court for the appraisal and payment of the fair value of their
shares. In an appraisal proceeding, the court appoints appraisers who attempt to
determine the fair value of the stock as of the date of the shareholder vote on
the merger or sale of assets. After considering the appraisers' report, the
court makes the final determination of the fair value to be paid to the
dissenting shareholder and decides whether to award interest from the date of
the merger or sale of assets and costs of the proceeding to the dissenting
shareholders.

Our advisor is selected and approved annually by our directors. While
the shareholders do not have the ability to vote to replace Wells Capital or to
select a new advisor, shareholders do have the ability, by the affirmative vote
of a majority of the shares entitled to vote on such matter, to elect to remove
a director from our board.

Shareholders are entitled to receive a copy of our shareholder list
upon request. The list provided by us will include each shareholder's name,
address and telephone number, if available, and number of shares owned by each
shareholder and will be sent within ten days of the receipt by us of the
request. A shareholder requesting a list will be required to pay reasonable
costs of postage and duplication. We have the right to request that a requesting
shareholder represent to us that the list will not be used to pursue commercial
interests.

In addition to the foregoing, shareholders have rights under Rule 14a-
7 under the Securities Exchange Act, which provides that, upon the request of
investors and the payment of the expenses of the distribution, we are required
to distribute specific materials to shareholders in the context of the
solicitation of proxies for voting on matters presented to shareholders or, at
our option, provide requesting shareholders with a copy of the list of
shareholders so that the requesting shareholders may make the distribution of
proxies themselves.

Restriction on Ownership of Shares 

In order for us to qualify as a REIT, not more than 50% of our
outstanding shares may be owned by any five or fewer individuals, including some
tax-exempt entities. In addition, the outstanding shares must be owned by 100 or
more persons independent of us and each other during at least 335 days of a
12-month taxable year or during a proportionate part of a shorter taxable year.
We may prohibit certain acquisitions and transfers of shares so as to ensure our
continued qualification as a REIT under the Internal Revenue Code. However, we
cannot assure you that this prohibition will be effective.

In order to assist us in preserving our status as a REIT, our articles
of incorporation contain a limitation on ownership which prohibits any person or
group of persons from acquiring, directly or indirectly, beneficial ownership of
more than 9.8% of our outstanding shares. Our articles of incorporation provide
that any transfer of shares that would violate our share ownership limitations
is null and void and the intended transferee will acquire no rights in such
shares, unless the transfer is approved by the board of directors based upon
receipt of information that such transfer would not violate the provisions of
the Internal Revenue Code for qualification as a REIT.

144

The shares in excess of the ownership limit which are attempted to be
transferred will be designated as "shares-in-trust" and will be transferred
automatically to a trust effective on the day before the reported transfer of
such shares. The record holder of the shares that are designated as
shares-in-trust will be required to submit such number of shares to the Wells
REIT in the name of the trustee of the trust. We will designate a trustee of the
share trust that will not be affiliated with us. We will also name one or more
charitable organizations as a beneficiary of the share trust. Shares-in-trust
will remain issued and outstanding shares and will be entitled to the same
rights and privileges as all other shares of the same class or series. The
trustee will receive all dividends and distributions on the shares-in-trust and
will hold such dividends or distributions in trust for the benefit of the
beneficiary. The trustee will vote all shares-in-trust during the period they
are held in trust.

At our direction, the trustee will transfer the shares-in-trust to a
person whose ownership will not violate the ownership limits. The transfer shall
be made within 20 days of our receipt of notice that shares have been
transferred to the trust. During this 20-day period, we will have the option of
redeeming such shares. Upon any such transfer or redemption, the purported
transferee or holder shall receive a per share price equal to the lesser of (a)
the price per share in the transaction that created such shares-in-trust, or (b)
the market price per share on the date of the transfer or redemption.

Any person who (1) acquires shares in violation of the foregoing
restriction or who owns shares that were transferred to any such trust is
required to give immediate written notice to the Wells REIT of such event or (2)
transfers or receives shares subject to such limitations is required to give the
Wells REIT 15 days written notice prior to such transaction. In both cases, such
persons shall provide to the Wells REIT such other information as we may request
in order to determine the effect, if any, of such transfer on our status as a
REIT.

The foregoing restrictions will continue to apply until (1) the board
of directors determines it is no longer in the best interest of the Wells REIT
to continue to qualify as a REIT and (2) there is an affirmative vote of the
majority of shares entitled to vote on such matter at a regular or special
meeting of the shareholders of the Wells REIT.

The ownership limit does not apply to an offeror which, in accordance
with applicable federal and state securities laws, makes a cash tender offer,
where at least 85% of the outstanding shares are duly tendered and accepted
pursuant to the cash tender offer. The ownership limit also does not apply to
the underwriter in a public offering of shares. In addition, the ownership limit
does not apply to a person or persons which the directors so exempt from the
ownership limit upon appropriate assurances that our qualification as a REIT is
not jeopardized.

Any person who owns 5% or more of the outstanding shares during any
taxable year will be asked to deliver a statement or affidavit setting forth the
number of shares beneficially owned, directly or indirectly.

Dividends

Dividends  will be paid on a quarterly basis regardless of the
frequency with which such distributions are declared. Dividends will be paid to
investors who are shareholders as of the record dates selected by the directors.
We currently calculate our quarterly dividends based upon daily record and
dividend declaration dates so our investors will be entitled to be paid
dividends immediately upon their purchase of shares. We then make quarterly
dividend payments following the end of each calendar quarter.

145

We are required to make distributions sufficient to satisfy the
requirements for qualification as a REIT for tax purposes. Generally, income
distributed as dividends will not be taxable to us under the Internal Revenue
Code if we distribute at least 95% (90% beginning in year 2001) of our taxable
income. (See "Federal Income Tax Considerations -- Requirements for
Qualification as a REIT.")

Dividends will be declared at the discretion of the board of directors,
in accordance with our earnings, cash flow and general financial condition. The
board's discretion will be directed, in substantial part, by its obligation to
cause us to comply with the REIT requirements. Because we may receive income
from interest or rents at various times during our fiscal year, dividends may
not reflect our income earned in that particular distribution period but may be
made in anticipation of cash flow which we expect to receive during a later
quarter and may be made in advance of actual receipt of funds in an attempt to
make dividends relatively uniform. We may borrow money, issue new securities or
sell assets in order to make dividend distributions.

We are not prohibited from distributing our own securities in lieu of
making cash dividends to shareholders, provided that the securities distributed
to shareholders are readily marketable. Shareholders who receive marketable
securities in lieu of cash dividends may incur transaction expenses in
liquidating the securities.

Dividend Reinvestment Plan 

We currently have a dividend reinvestment plan available that allows
you to have your dividends otherwise distributable to you invested in additional
shares of the Wells REIT.

You may purchase shares under the dividend reinvestment plan for $10
per share, less any discounts authorized in the "Plan of Distribution" section
of this prospectus, until all of the shares registered as part of this offering
have been sold. After this time, we may purchase shares either through purchases
on the open market, if a market then exists, or through an additional issuance
of shares. In any case, the price per share will be equal to the then-prevailing
market price, which shall equal the price on the securities exchange or
over-the-counter market on which such shares are listed at the date of purchase
if such shares are then listed. A copy of our Amended and Restated Dividend
Reinvestment Plan as currently in effect is included as Exhibit B to this
prospectus.

You may elect to participate in the dividend reinvestment plan by
completing the Subscription Agreement, the enrollment form or by other written
notice to the plan administrator. Participation in the plan will begin with the
next distribution made after receipt of your written notice. We may terminate
the dividend reinvestment plan for any reason at any time upon 10 days' prior
written notice to participants. Your participation in the plan will also be
terminated to the extent that a reinvestment of your distributions in our shares
would cause the percentage ownership limitation contained in our articles of
incorporation to be exceeded.

If you elect to participate in the dividend reinvestment plan and are
subject to federal income taxation, you will incur a tax liability for dividends
allocated to you even though you have elected not to receive the dividends in
cash but rather to have the dividends held pursuant to the dividend reinvestment
plan. Specifically, you will be treated as if you have received the dividend
from us in cash and then applied such dividend to the purchase of additional
shares. You will be taxed on the amount of such dividend as ordinary income to
the extent such dividend is from current or accumulated earnings and profits,
unless we have designated all or a portion of the dividend as a capital gain
dividend.

146

Share Redemption Program

Prior to the time that our shares are listed on a national securities
exchange, shareholders of the Wells REIT who have held their shares for at least
one year may receive the benefit of limited interim liquidity by presenting for
redemption all or any portion of their shares to us at any time in accordance
with the procedures outlined herein. At that time, we may, subject to the
conditions and limitations described below, redeem the shares presented for
redemption for cash to the extent that we have sufficient funds available to us
to fund such redemption.

If you have held your shares for the required one-year period, you may
redeem your shares for a purchase price equal to the lesser of (1) $10 per
share, or (2) the purchase price per share that you actually paid for your
shares of the Wells REIT. In the event that you are redeeming all of your
shares, shares purchased pursuant to our dividend reinvestment plan may be
excluded from the foregoing one-year holding period requirement, in the
discretion of the board of directors. In addition, for purposes of the one-year
holding period, limited partners of Wells OP who exchange their limited
partnership units for shares in the Wells REIT shall be deemed to have owned
their shares as of the date they were issued their limited partnership units in
Wells OP. The board of directors reserves the right in its sole discretion at
any time and from time to time to (1) waive the one-year holding period in the
event of the death or bankruptcy of a shareholder or other exigent
circumstances, (2) reject any request for redemption, (3) change the purchase
price for redemptions, or (4) otherwise amend the terms of our share redemption
program.

Redemption of shares, when requested, will be made quarterly on a
first-come, first-served basis. Subject to funds being available, we will limit
the number of shares redeemed pursuant to our share redemption program as
follows: (1) during any calendar year, we will not redeem in excess of three
percent (3.0%) of the weighted average number of shares outstanding during the
prior calendar year; and (2) funding for the redemption of shares will come
exclusively from the proceeds we receive from the sale of shares under our
dividend reinvestment plan such that in no event shall the aggregate amount of
redemptions under our share redemption program exceed aggregate proceeds
received from the sale of shares pursuant to our dividend reinvestment plan. The
board of directors, in its sole discretion, may choose to terminate the share
redemption program or to reduce the number of shares purchased under the share
redemption program if it determines the funds otherwise available to fund our
share redemption program are needed for other purposes. (See "Risk Factors -
Investment Risks.")

We cannot guarantee that the funds set aside for the share redemption
program will be sufficient to accommodate all requests made in any year. If we
do not have such funds available, at the time when redemption is requested, you
can (1) withdraw your request for redemption, or (2) ask that we honor your
request at such time, if any, when sufficient funds become available. Such
pending requests will be honored on a first-come, first-served basis.

The share redemption program is only intended to provide interim
liquidity for shareholders until a secondary market develops for the shares. No
such market presently exists, and we cannot assure you that any market for your
shares will ever develop.

The shares we purchase under the share redemption program will be
cancelled, and will have the status of authorized, but unissued shares. We will
not reissue such shares unless they are first registered with the Securities and
Exchange Commission (Commission) under the Securities Act of 1933 and under
appropriate state securities laws or otherwise issued in compliance with such
laws.

If we terminate, reduce the scope of or otherwise change the share
redemption program, we will disclose the changes in reports filed with the
Commission.

147

Restrictions on Roll-Up Transactions 

In connection with any proposed transaction considered a "Roll-up
Transaction" involving the Wells REIT and the issuance of securities of an
entity (a Roll-up Entity) that would be created or would survive after the
successful completion of the Roll-up Transaction, an appraisal of all properties
shall be obtained from a competent independent appraiser. The properties shall
be appraised on a consistent basis, and the appraisal shall be based on the
evaluation of all relevant information and shall indicate the value of the
properties as of a date immediately prior to the announcement of the proposed
Roll-up Transaction. The appraisal shall assume an orderly liquidation of
properties over a 12-month period. The terms of the engagement of the
independent appraiser shall clearly state that the engagement is for our benefit
and the shareholders. A summary of the appraisal, indicating all material
assumptions underlying the appraisal, shall be included in a report to
shareholders in connection with any proposed Roll-up Transaction.

A "Roll-up Transaction" is a transaction involving the acquisition,
merger, conversion or consolidation, directly or indirectly, of the Wells REIT
and the issuance of securities of a Roll-up Entity. This term does not include:

.        a transaction involving our securities that have been for at
least 12 months listed on a national securities exchange or
included for quotation on Nasdaq; or

.        a transaction involving the conversion to corporate, trust, or
association form of only the Wells REIT if, as a consequence
of the transaction, there will be no significant adverse
change in any of the following: shareholder voting rights; the
term of our existence; compensation to Wells Capital; or our
investment objectives.

On connection with a proposed Roll-up Transaction, the person
sponsoring the Roll-up Transaction must offer to shareholders who vote "no" on
the proposal the choice of:

(1)      accepting the securities of a Roll-up Entity offered in the
proposed Roll-up Transaction; or

(2)      one of the following:

(A)     remaining as shareholders of the Wells REIT and
preserving their interests therein on the same terms
and conditions as existed previously, or

(B)     receiving cash in an amount equal to the
shareholder's pro rata share of the appraised value
of our net assets.

We are prohibited from participating in any proposed Roll-up
Transaction:

.       which would result in the shareholders having democracy rights
in a Roll-up Entity that are less than those provided in our
bylaws and described elsewhere in this prospectus, including
rights with respect to the election and removal of directors,
annual reports, annual and special meetings, amendment of our
articles of incorporation, and dissolution of the Wells REIT;

.       which includes provisions that would operate to materially
impede or frustrate the accumulation of shares by any
purchaser of the securities of the Roll-up Entity, except to
the minimum extent necessary to preserve the tax status of the
Roll-up Entity, or which 

148

would limit the ability of an investor to exercise the voting
rights of its securities of the Roll-up Entity on the basis of
the number of shares held by that investor;

.       in which investor's rights to access of records of the Roll-up
Entity will be less than those provided in the section of this
prospectus entitled "Description of Shares -- Meetings and
Special Voting Requirements;" or

.       in which any of the costs of the Roll-up Transaction would be
borne by us if the Roll-up Transaction is not approved by the
shareholders.

Business Combinations 

Under Maryland Corporation Law, business combinations between a
Maryland corporation and an interested shareholder or the interested
shareholder's affiliate are prohibited for five years after the most recent date
on which the shareholder becomes an interested shareholder. For this purpose,
the term "business combinations" includes mergers, consolidations, share
exchanges, asset transfers and issuances or reclassifications of equity
securities. An "interested shareholder" is defined for this purpose as:

(1)    any person who beneficially owns ten percent or more of the
voting power of the corporation's shares; or

(2)    an affiliate or associate of the corporation who, at any time
within the two-year period prior to the date in question, was the beneficial
owner of ten percent or more of the voting power of the then outstanding voting
shares of the corporation.

After the five-year prohibition, any business combination between the
corporation and an interested shareholder generally must be recommended by the
board of directors of the corporation and approved by the affirmative vote of at
least:

(1)    80% of the votes entitled to be cast by holders of outstanding
voting shares of the corporation; and

(2)    two-thirds of the votes entitled to be cast by holders of
voting shares of the corporation other than shares held by the interested
shareholder or its affiliate with whom the business combination is to be
effected, or held by an affiliate or associate of the interested shareholder
voting together as a single voting group.

These super-majority vote requirements do not apply if the
corporation's common shareholders receive a minimum price, as defined under
Maryland Corporation Law, for their shares in the form of cash or other
consideration in the same form as previously paid by the interested shareholder
for its shares. None of these provisions of the Maryland Corporation Law will
apply, however, to business combinations that are approved or exempted by the
board of directors of the corporation prior to the time that the interested
shareholder becomes an interested shareholder.

The business combination statute may discourage others from trying to
acquire control of the Wells REIT and increase the difficulty of consummating
any offer.

149

Control Share Acquisitions

Maryland Corporation Law provides that control shares of a Maryland
corporation acquired in a control share acquisition have no voting rights except
to the extent approved by a vote of two-thirds of the votes entitled to be cast
on the matter. Shares owned by the Acquisitions, or by officers or directors who
are employees of the corporation are not entitled to vote on the matter. As
permitted by Maryland Corporation Law, we have provided in our bylaws that the
control share provisions of Maryland Corporation Law will not apply to
transactions involving the Wells REIT, but the board of directors retains the
discretion to change this provision in the future.

"Control shares" are voting shares which, if aggregated with all other
shares owned by the acquiror or with respect to which the acquiror has the right
to vote or to direct the voting of, other than solely by virtue of revocable
proxy, would entitle the acquiror to exercise voting power in electing directors
within one of the following ranges of voting powers:

.        one-fifth or more but less than one-third;

.        one-third or more but less than a majority; or

.        a majority or more of all voting power.

Control shares do not include shares the acquiring person is then
entitled to vote as a result of having previously obtained shareholder approval.

Except as otherwise specified in the statute, a "control share
acquisition" means the acquisition of control shares.

Once a person who has made or proposes to make a control share
acquisition has undertaken to pay expenses and has satisfied other required
conditions, the person may compel the board of directors to call a special
meeting of shareholders to be held within 50 days of demand to consider the
voting rights of the shares. If no request for a meeting is made, the
corporation may itself present the question at any shareholders meeting.

If voting rights are not approved for the control shares at the
meeting or if the acquiring person does not deliver an "acquiring person
statement" for the control shares as required by the statute, the corporation
may redeem any or all of the control shares for their fair value, except for
control shares for which voting rights have previously been approved. Fair value
is to be determined for this purpose without regard to the absence of voting
rights for the control shares, and is to be determined as of the date of the
last control share acquisition or of any meeting of shareholders at which the
voting rights for control shares are considered and not approved.

If voting rights for control shares are approved at a shareholders
meeting and the acquiror becomes entitled to vote a majority of the shares
entitled to vote, all other shareholders may exercise appraisal rights. The fair
value of the shares as determined for purposes of these appraisal rights may not
be less than the highest price per share paid in the control share acquisition.
Some of the limitations and restrictions otherwise applicable to the exercise of
dissenters' rights do not apply in the context of a control share acquisition.

The control share acquisition statute does not apply to shares
acquired in a merger, consolidation or share exchange if the corporation is a
party to the transaction or to acquisitions approved or exempted by the articles
of incorporation or bylaws of the corporation.

150

The Operating Partnership Agreement

General

Wells Operating Partnership, L.P. (Wells OP) was formed in January 1998 to
acquire, own and operate properties on our behalf. It is considered to be an
Umbrella Partnership Real Estate Investment Trust (UPREIT), which structure is
utilized generally to provide for the acquisition of real property from owners
who desire to defer taxable gain otherwise to be recognized by them upon the
disposition of their property. Such owners may also desire to achieve diversity
in their investment and other benefits afforded to owners of stock in a REIT.
For purposes of satisfying the Asset and Income Tests for qualification as a
REIT for tax purposes, the REIT's proportionate share of the assets and income
of an UPREIT, such as Wells OP, will be deemed to be assets and income of the
REIT.

The property owner's goals are accomplished because a property owner may
contribute property to an UPREIT in exchange for limited partnership units on a
tax-free basis. Further, Wells OP is structured to make distributions with
respect to limited partnership units which are equivalent to the dividend
distributions made to shareholders of the Wells REIT. Finally, a limited partner
in Wells OP may later exchange his limited partnership units in Wells OP for
shares of the Wells REIT (in a taxable transaction) and, if our shares are then
listed, achieve liquidity for his investment.

Substantially all of our assets are held by Wells OP, and we intend to make
future acquisitions of real properties using the UPREIT structure. The Wells
REIT is the sole general partner of Wells OP and, as of September 30, 2000,
owned an approximately 99% equity percentage interest in Wells OP. Wells
Capital, our advisor, has contributed $200,000 to Wells OP and is currently the
only limited partner owning the other approximately 1% equity percentage
interest in Wells OP. As the sole general partner of Wells OP, we have the
exclusive power to manage and conduct the business of Wells OP.

The following is a summary of certain provisions of the partnership
agreement of Wells OP. This summary is not complete and is qualified by the
specific language in the partnership agreement. You should refer to the
partnership agreement, itself, which we have filed as an exhibit to the
registration statement, for more detail.

Capital Contributions

As we accept subscriptions for shares, we will transfer substantially all
of the net proceeds of the offering to Wells OP as a capital contribution;
however, we will be deemed to have made capital contributions in the amount of
the gross offering proceeds received from investors. Wells OP will be deemed to
have simultaneously paid the selling commissions and other costs associated with
the offering. If Wells OP requires additional funds at any time in excess of
capital contributions made by us and Wells Capital or from borrowing, we may
borrow funds from a financial institution or other lender and lend such funds to
Wells OP on the same terms and conditions as are applicable to our borrowing of
such funds. In addition, we are authorized to cause Wells OP to issue
partnership interests for less than fair market value if we conclude in good
faith that such issuance is in the best interest of Wells OP and the Wells REIT.

Operations

The partnership agreement requires that Wells OP be operated in a manner
that will enable the Wells REIT to (1) satisfy the requirements for being
classified as a REIT for tax purposes, (2) avoid any federal income or excise
tax liability, and (3) ensure that Wells OP will not be classified as a
"publicly traded partnership" for purposes of Section 7704 of the Internal
Revenue Code, which classification could 

151

result in Wells OP being taxed as a corporation, rather than as a partnership.
(See "Federal Income Tax Considerations - Tax Aspects of the Operating
Partnership - Classification as a Partnership.")

The partnership agreement provides that Wells OP will distribute cash flow
from operations to the limited partners of Wells OP in accordance with their
relative percentage interests on at least a quarterly basis in amounts
determined by the Wells REIT as general partner such that a holder of one unit
of limited partnership interest in Wells OP will receive the same amount of
annual cash flow distributions from Wells OP as the amount of annual dividends
paid to the holder of one of our shares. Remaining cash from operations will be
distributed to the Wells REIT as the general partner to enable us to make
dividend distributions to our shareholders.

Similarly, the partnership agreement of Wells OP provides that taxable
income is allocated to the limited partners of Wells OP in accordance with their
relative percentage interests such that a holder of one unit of limited
partnership interest in Wells OP will be allocated taxable income for each
taxable year in an amount equal to the amount of taxable income to be recognized
by a holder of one of our shares, subject to compliance with the provisions of
Sections 704(b) and 704(c) of the Internal Revenue Code and corresponding
Treasury Regulations. Losses, if any, will generally be allocated among the
partners in accordance with their respective percentage interests in Wells OP.

Upon the liquidation of Wells OP, after payment of debts and obligations,
any remaining assets of Wells OP will be distributed to partners with positive
capital accounts in accordance with their respective positive capital account
balances. If the Wells REIT were to have a negative balance in its capital
account following a liquidation, it would be obligated to contribute cash to
Wells OP equal to such negative balance for distribution to other partners, if
any, having positive balances in their capital accounts.

In addition to the administrative and operating costs and expenses incurred
by Wells OP in acquiring and operating real properties, Wells OP will pay all
administrative costs and expenses of the Wells REIT and such expenses will be
treated as expenses of Wells OP. Such expenses will include:

.    all expenses relating to the formation and continuity of existence of the
Wells REIT;

.    all expenses relating to the public offering and registration of securities
by the Wells REIT;

.    all expenses associated with the preparation and filing of any periodic
reports by the Wells REIT under federal, state or local laws or
regulations;

.    all expenses associated with compliance by the Wells REIT with applicable
laws, rules and regulations; and

.    all other operating or administrative costs of the Wells REIT incurred in
the ordinary course of its business on behalf of Wells OP.

Exchange Rights

The limited partners of Wells OP, including Wells Capital, have the
right to cause Wells OP to redeem their limited partnership units for cash equal
to the value of an equivalent number of our shares, or, at our option, we may
purchase their limited partnership units by issuing one share of the Wells REIT
for each limited partnership unit redeemed. These exchange rights may not be
exercised, however, if and to the extent that the delivery of shares upon such
exercise would (1) result in any person owning shares in excess of our ownership
limits, (2) result in shares being owned by fewer than 100 persons, (3) result
in 

152

the Wells REIT being "closely held" within the meaning of Section 856(h) of
the Internal Revenue Code, (4) cause the Wells REIT to own 10% or more of the
ownership interests in a tenant within the meaning of Section 856(d)(2)(B) of
the Internal Revenue Code, or (5) cause the acquisition of shares by a redeemed
limited partner to be "integrated" with any other distribution of our shares for
purposes of complying with the Securities Act.

Subject to the foregoing, limited partners may exercise their exchange
rights at any time after one year following the date of issuance of their
limited partnership units; provided, however, that a limited partner may not
deliver more than two exchange notices each calendar year and may not exercise
an exchange right for less than 1,000 limited partnership units, unless such
limited partner holds less than 1,000 units, in which case, he must exercise his
exchange right for all of his units.

Transferability of Interests 

The Wells REIT may not (1) voluntarily withdraw as the general partner of
Wells OP, (2) engage in any merger, consolidation or other business combination,
or (3) transfer its general partnership interest in Wells OP (except to a wholly
-owned subsidiary), unless the transaction in which such withdrawal, business
combination or transfer occurs results in the limited partners receiving or
having the right to receive an amount of cash, securities or other property
equal in value to the amount they would have received if they had exercised
their exchange rights immediately prior to such transaction or unless, in the
case of a merger or other business combination, the successor entity contributes
substantially all of its assets to Wells OP in return for an interest in Wells
OP and agrees to assume all obligations of the general partner of Wells OP. The
Wells REIT may also enter into a business combination or we may transfer our
general partnership interest upon the receipt of the consent of a majority-in-
interest of the limited partners of Wells OP, other than Wells Capital. With
certain exceptions, the limited partners may not transfer their interests in
Wells OP, in whole or in part, without the written consent of the Wells REIT as
general partner. In addition, Wells Capital may not transfer its interest in
Wells OP as long as it is acting as the advisor to the Wells REIT, except
pursuant to the exercise of its right to exchange limited partnership units for
Wells REIT shares, in which case similar restrictions on transfer will apply to
the REIT shares received by Wells Capital.

Plan of Distribution 

We are offering a maximum of 125,000,000 shares to the public through Wells
Investment Securities, Inc., the Dealer Manager, a registered broker-dealer
affiliated with the advisor. (See "Conflicts of Interest.") The shares are being
offered at a price of $10.00 per share on a "best efforts" basis, which means
generally that the Dealer Manager will be required to use only its best efforts
to sell the shares and it has no firm commitment or obligation to purchase any
of the shares. We are also offering 10,000,000 shares for sale pursuant to our
dividend reinvestment plan at a price of $10.00 per share. An additional
5,000,000 shares are reserved for issuance upon exercise of soliciting dealer
warrants, which are granted to participating broker-dealers based upon the
number of shares they sell. Therefore, a total of 140,000,000 shares are being
registered in this offering.

Except as provided below, the Dealer Manager will receive selling
commissions of 7.0% of the gross offering proceeds. The Dealer Manager will also
receive 2.5% of the gross offering proceeds in the form of a dealer manager fee
as compensation for acting as the Dealer Manager and for expenses incurred in
connection with coordinating sales efforts, training of personnel and generally
performing "wholesaling" functions. We will not pay referral or similar fees to
any accountants, attorneys or other persons in connection with the distribution
of the shares. Shareholders who elect to participate in the dividend
reinvestment plan will be charged selling commissions and dealer manager fees on
shares 

153

purchased pursuant to the dividend reinvestment plan on the same basis as
shareholders purchasing shares other than pursuant to the dividend reinvestment
plan.

We will also award to the Dealer Manager one soliciting dealer warrant
for every 25 shares they sell during the offering period. The Dealer Manager may
retain or reallow these warrants to broker-dealers participating in the
offering, unless such issuance of soliciting dealer warrants is prohibited by
either federal or state securities laws. The holder of a soliciting dealer
warrant will be entitled to purchase one share from the Wells REIT at a price of
$12 per share during the period beginning on the first anniversary of the
effective date of this offering and ending five years after the effective date
of this offering. Subject to certain exceptions, a soliciting dealer warrant may
not be transferred, assigned, pledged or hypothecated for a period of one year
following the effective date of this offering. The shares issuable upon exercise
of the soliciting dealer warrants are being registered as part of this offering.
For the life of the soliciting dealer warrants, participating broker-dealers are
given the opportunity to profit from a rise in the market price for the common
stock without assuming the risk of ownership, with a resulting dilution in the
interest of other shareholders upon exercise of such warrants. In addition,
holders of the soliciting dealer warrants would be expected to exercise such
warrants at a time when we could obtain needed capital by offering new
securities on terms more favorable than those provided by the soliciting dealer
warrants. Exercise of the soliciting dealer warrants is governed by the terms
and conditions detailed in this prospectus and in the Warrant Purchase
Agreement, which is an exhibit to the Registration Statement.

The Dealer Manager may authorize certain other broker-dealers who are
members of the NASD to sell shares. In the event of the sale of shares by such
other broker-dealers, the Dealer Manager may reallow its commissions in the
amount of up to 7.0% of the gross offering proceeds to such participating
broker-dealers. In addition, the Dealer Manager, in its sole discretion, may
reallow to broker-dealers participating in the offering a portion of its dealer
manager fee in the aggregate amount of up to 1.5% of gross offering proceeds to
be paid to such participating broker-dealers as marketing fees and as
reimbursement of due diligence expenses, based on such factors as the number of
shares sold by such participating broker-dealers, the assistance of such
participating broker-dealers in marketing the offering and bona fide conference
fees incurred.

We anticipate that the total underwriting compensation, including sales
commissions, the dealer manager fee and underwriting expense reimbursements,
will not exceed 9.5% of gross offering proceeds, except for the soliciting
dealer warrants described above.

We have agreed to indemnify the participating broker-dealers, including
the Dealer Manager, against certain liabilities arising under the Securities Act
of 1933, as amended.

The broker-dealers participating in the offering of our shares are not
obligated to obtain any subscriptions on our behalf, and we cannot assure you
that any shares will be sold.

Our executive officers and directors, as well as officers and employees
of Wells Capital or other affiliates, may purchase shares offered in this
offering at a discount. The purchase price for such shares shall be $8.90 per
share reflecting the fact that the acquisition and advisory fees relating to
such shares will be reduced by $0.15 per share and selling commissions in the
amount of $0.70 per share and dealer manager fees in the amount of $0.25 per
share will not be payable in connection with such sales. The net offering
proceeds we receive will not be affected by such sales of shares at a discount.
Wells Capital and its affiliates shall be expected to hold their shares
purchased as shareholders for investment and not with a view towards
distribution. In addition, shares purchased by Wells Capital or its affiliates
shall not be entitled to vote on any matter presented to the shareholders for a
vote.

154

You should pay for your shares by check payable to "Wells Real Estate
Investment Trust, Inc." Subscriptions will be effective only upon our
acceptance, and we reserve the right to reject any subscription in whole or in
part. We may not accept a subscription for shares until at least five business
days after the date you receive this prospectus. You will receive a confirmation
of your purchase. Except for purchases pursuant to our dividend reinvestment
plan or reinvestment plans of other public real estate programs, all accepted
subscriptions will be for whole shares and for not less than 100 shares
($1,000). (See "Suitability Standards.") Except in Maine, Minnesota, Nebraska
and Washington, investors who have satisfied the minimum purchase requirement
and have purchased units or shares in Wells programs or units or shares in other
public real estate programs may purchase less than the minimum number of shares
discussed above, provided that such investors purchase a minimum of 2.5 shares
($25). After investors have satisfied the minimum purchase requirement, minimum
additional purchases must be in increments of at least 2.5 shares ($25), except
for purchases made pursuant to our dividend reinvestment plan or reinvestment
plans of other public real estate programs.

We will place the subscription proceeds in an interest-bearing account
with Bank of America, N.A., Atlanta, Georgia. Subscription proceeds held in the
account may be invested in securities backed by the United States government or
bank money-market accounts or certificates of deposit of national or state banks
that have deposits insured by the Federal Deposit Insurance Corporation,
including certificates of deposit of any bank acting as depository or custodian
for any such funds, as directed by our advisor. Subscribers may not withdraw
funds from the account. We will withdraw funds from the account periodically for
the acquisition of real estate properties or the payment of fees and expenses.
We generally admit shareholders to the Wells REIT on a daily basis.

Investors who desire to establish an IRA for purposes of investing in
shares may do so by having Wells Advisors, Inc., a qualified non-bank IRA
custodian affiliated with the advisor, act as their IRA custodian. In the event
that an IRA is established having Wells Advisors, Inc. as the IRA custodian, the
authority of Wells Advisors, Inc. will be limited to holding the shares on
behalf of the beneficiary of the IRA and making distributions or reinvestments
in shares solely at the discretion of the beneficiary of the IRA. Wells
Advisors, Inc. will not have the authority to vote any of the shares held in an
IRA except strictly in accordance with the written instructions of the
beneficiary of the IRA.

The offering of shares will terminate on or before December 19, 2002.
However, we reserve the right to terminate this offering at any time prior to
such termination date.

The proceeds of this offering will be received and held in trust for
the benefit of purchasers of shares to be used only for the purposes set forth
in the "Estimated Use of Proceeds" section. Subscriptions will be accepted or
rejected within 30 days of receipt by the Wells REIT, and if rejected, all funds
shall be returned to the rejected subscribers within ten business days.

We may sell shares to retirement plans of broker-dealers participating
in the offering, to broker-dealers in their individual capacities, to IRAs and
qualified plans of their registered representatives or to any one of their
registered representatives in their individual capacities for 93% of the public
offering price in consideration of the services rendered by such broker-dealers
and registered representatives in the offering. The net proceeds to the Wells
REIT from such sales will be identical to net proceeds we receive from other
sales of shares.

In connection with sales of 50,000 or more shares ($500,000) to a
"purchaser" as defined below, a participating broker-dealer may agree in his
sole discretion to reduce the amount of his selling commissions. Such reduction
will be credited to the purchaser by reducing the total purchase price payable
by such purchaser. The following table illustrates the various discount levels
available:

155

Dealer
Purchase         Manager    Net
Dollar Volume            Sales Commissions        Price            Fee Per    Proceeds
------------------------
Shares Purchased     Percent          Per Share   Per Share        Share      Per Share
----------------     -------          ---------   ---------        -----      ---------

Under $500,000       7.0%              $0.7000    $10.0000         $0.25      $9.05
$500,000-$999,999    5.0%              $0.4895    $ 9.7895         $0.25      $9.05
$1,000,000 and Over  3.0%              $0.2876    $ 9.5876         $0.25      $9.05

For example, if an investor purchases 100,000 shares, he could pay as
little as $958,760 rather than $1,000,000 for the shares, in which event the
commission on the sale of such shares would be $28,760 ($0.2876 per share), and,
after payment of the dealer manager fee, we would receive net proceeds of
$905,000 ($9.05 per share). The net proceeds to the Wells REIT will not be
affected by volume discounts.

Because all investors will be deemed to have contributed the same
amount per share to the Wells REIT for purposes of declaring and paying
dividends, an investor qualifying for a volume discount will receive a higher
return on his investment than investors who do not qualify for such discount.

Subscriptions may be combined for the purpose of determining the
volume discounts in the case of subscriptions made by any "purchaser," as that
term is defined below, provided all such shares are purchased through the same
broker-dealer. The volume discount shall be prorated among the separate
subscribers considered to be a single "purchaser." Any request to combine more
than one subscription must be made in writing, and must set forth the basis for
such request. Any such request will be subject to verification by the advisor
that all of such subscriptions were made by a single "purchaser."

For the purposes of such volume discounts, the term "purchaser"
includes:

.    an individual, his or her spouse and their children under the age
of 21 who purchase the units for his, her or their own accounts;

.    a corporation, partnership, association, joint-stock company,
trust fund or any organized group of persons, whether
incorporated or not;

.    an employees' trust, pension, profit sharing or other employee
benefit plan qualified under Section 401(a) of the Internal
Revenue Code; and

.    all commingled trust funds maintained by a given bank.

Notwithstanding the above, in connection with volume sales made to investors in
the Wells REIT, the advisor may, in its sole discretion, waive the "purchaser"
requirements and aggregate subscriptions, including subscriptions to public real
estate programs previously sponsored by the advisor, or its affiliates, as part
of a combined order for purposes of determining the number of shares purchased,
provided that any aggregate group of subscriptions must be received from the
same broker-dealer, including the Dealer Manager. Any such reduction in selling
commission will be prorated among the separate subscribers except that, in the
case of purchases through the Dealer Manager, the Dealer Manager may allocate
such reduction among separate subscribers considered to be a single "purchaser"
as it deems appropriate. An investor may reduce the amount of his purchase price
to the net amount shown in the foregoing table, if applicable. If such investor
does not reduce the purchase price, the excess amount submitted over the
discounted purchase price shall be returned to the actual separate subscribers

156

for shares. Except as provided in this paragraph, separate subscriptions will
not be cumulated, combined or aggregated.

In addition, in order to encourage purchases in amounts of 500,000 or
more shares, a potential purchaser who proposes to purchase at least 500,000
shares may agree with Wells Capital and the Dealer Manager to have the
acquisition and advisory fees payable to Wells Capital with respect to the sale
of such shares reduced to 0.5%, to have the dealer manager fee payable to the
Dealer Manager with respect to the sale of such shares reduced to 0.5%, and to
have the selling commissions payable with respect to the sale of such shares
reduced to 0.5%, in which event the aggregate fees payable with respect to the
sale of such shares would be reduced by $1.10 per share, and the purchaser of
such shares would be required to pay a total of $8.90 per share purchased,
rather than $10.00 per share. The net proceeds to the Wells REIT would not be
affected by such fee reductions. Of the $8.90 paid per share, we anticipate that
approximately $8.40 per share or approximately 94.4% will be used to acquire
properties and pay required acquisition expenses relating to the acquisition of
properties. All such sales must be made through registered broker-dealers.

California residents should be aware that volume discounts will not be
available in connection with the sale of shares made to California residents to
the extent such discounts do not comply with the provisions of Rule 260.140.51
adopted pursuant to the California Corporate Securities Law of 1968. Pursuant to
this Rule, volume discounts can be made available to California residents only
in accordance with the following conditions:

.     there can be no variance in the net proceeds to the Wells REIT
from the sale of the shares to different purchasers of the same
offering;

.     all purchasers of the shares must be informed of the availability
of quantity discounts;

.     the same volume discounts must be allowed to all purchasers of
shares which are part of the offering;

.     the minimum amount of shares as to which volume discounts are
allowed cannot be less than $10,000;

.     the variance in the price of the shares must result solely
from a different range of commissions, and all discounts allowed
must be based on a uniform scale of commissions; and

.     no discounts are allowed to any group of purchasers.

Accordingly, volume discounts for California residents will be available in
accordance with the foregoing table of uniform discount levels based on dollar
volume of shares purchased, but no discounts are allowed to any group of
purchasers, and no subscriptions may be aggregated as part of a combined order
for purposes of determining the number of shares purchased.

Investors who, in connection with their purchase of shares, have
engaged the services of a registered investment advisor with whom the investor
has agreed to pay a fee for investment advisory services in lieu of normal
commissions based on the volume of securities sold may agree with the
participating broker-dealer selling such shares and the Dealer Manager to reduce
the amount of selling commissions payable with respect to such sale to zero. The
net proceeds to the Wells REIT will not be affected by eliminating the
commissions payable in connection with sales to investors purchasing through
such investment advisors. All such sales must be made through registered
broker-dealers.

157

Neither the Dealer Manager nor its affiliates will directly or
indirectly compensate any person engaged as an investment advisor by a potential
investor as an inducement for such investment advisor to advise favorably for
investment in the Wells REIT.

In addition, subscribers for shares may agree with their participating
broker-dealers and the Dealer Manager to have selling commissions due with
respect to the purchase of their shares paid over a six year period pursuant to
a deferred commission arrangement. Shareholders electing the deferred commission
option will be required to pay a total of $9.40 per share purchased upon
subscription, rather than $10.00 per share, with respect to which $0.10 per
share will be payable as commissions due upon subscription. For the period of
six years following subscription, $0.10 per share will be deducted on an annual
basis from dividends or other cash distributions otherwise payable to the
shareholders and used by the Wells REIT to pay deferred commission obligations.
The net proceeds to the Wells REIT will not be affected by the election of the
deferred commission option. Under this arrangement, a shareholder electing the
deferred commission option will pay a 1% commission upon subscription, rather
than a 7% commission, and an amount equal to a 1% commission per year thereafter
for the next six years, or longer if required to satisfy outstanding deferred
commission obligations, will be deducted from dividends or other cash
distributions otherwise payable to such shareholder and used by the Wells REIT
to satisfy commission obligations. The foregoing commission amounts may be
adjusted with approval of the Dealer Manager by application of the volume
discount provisions described previously.

Shareholders electing the deferred commission option who are subject to
federal income taxation will incur tax liability for dividends or other cash
distributions otherwise payable to them with respect to their shares even though
such dividends or other cash distributions will be withheld from such
shareholders and will instead be paid to third parties to satisfy commission
obligations.

Investors who wish to elect the deferred commission option should make
the election on their Subscription Agreement Signature Page. Election of the
deferred commission option shall authorize the Wells REIT to withhold dividends
or other cash distributions otherwise payable to such shareholder for the
purpose of paying commissions due under the deferred commission option;
provided, however, that in no event may the Wells REIT withhold in excess of
$0.60 per share in the aggregate under the deferred commission option. Such
dividends or cash distributions otherwise payable to shareholders may be pledged
by the Wells REIT, the Dealer Manager, the advisor or their affiliates to secure
one or more loans, the proceeds of which would be used to satisfy sales
commission obligations.

In the event that, at any time prior to the satisfaction of our
remaining deferred commission obligations, listing of the shares occurs or is
reasonably anticipated to occur, or we begin a liquidation of our properties,
the remaining commissions due under the deferred commission option may be
accelerated by the Wells REIT. In either such event, we shall provide notice of
any such acceleration to shareholders who have elected the deferred commission
option. In the event of listing, the amount of the remaining commissions due
shall be deducted and paid by the Wells REIT out of dividends or other cash
distributions otherwise payable to such shareholders during the time period
prior to listing. To the extent that the distributions during such time period
are insufficient to satisfy the remaining commissions due, the obligation of
Wells REIT and our shareholders to make any further payments of deferred
commissions under the deferred commission option shall terminate, and
participating broker-dealers will not be entitled to receive any further portion
of their deferred commissions following listing of our shares. In the event of a
liquidation of our properties, the amount of remaining commissions due shall be
deducted and paid by the Wells REIT out of dividends or net sale proceeds
otherwise payable to shareholders who are subject to any such acceleration of
their deferred commission obligations. In no event may Wells REIT withhold in
excess of $0.60 per share in the aggregate for the payment of deferred
commissions.

158

Supplemental Sales Material

In addition to this prospectus, we may utilize certain sales material
in connection with the offering of the shares, although only when accompanied by
or preceded by the delivery of this prospectus. In certain jurisdictions, some
or all of such sales material may not be available. This material may include
information relating to this offering, the past performance of the advisor and
its affiliates, property brochures and articles and publications concerning real
estate. In addition, the sales material may contain certain quotes from various
publications without obtaining the consent of the author or the publication for
use of the quoted material in the sales material.

The offering of shares is made only by means of this prospectus.
Although the information contained in such sales material will not conflict with
any of the information contained in this prospectus, such material does not
purport to be complete, and should not be considered a part of this prospectus
or the registration statement of which this prospectus is a part, or as
incorporated by reference in this prospectus or said registration statement or
as forming the basis of the offering of the shares.

Legal Opinions

The legality of the shares being offered hereby has been passed upon
for the Wells REIT by Holland & Knight LLP (Counsel). The statements under the
caption "Federal Income Tax Consequences" as they relate to federal income tax
matters have been reviewed by such Counsel, and Counsel has opined as to certain
income tax matters relating to an investment in shares of the Wells REIT.
Counsel has represented Wells Capital, our advisor, as well as affiliates of
Wells Capital, in other matters and may continue to do so in the future. (See
"Conflicts of Interest.")

Experts 

Audited Financial Statements

The audited financial statements of the Wells REIT as of December 31,
1999 and 1998, and for each of the years in the two-year period ended December
31, 1999, included in this prospectus and elsewhere in the registration
statement, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
in this prospectus in reliance upon the authority of said firm as experts in
giving said report.

The Statements of Revenues over Certain Operating Expenses of the Dial
Building, the ASML Building, the Motorola Tempe Building and the Motorola
Plainfield Building for the year ended December 31, 1999, included in this
prospectus and elsewhere in the registration statement, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included in this prospectus in reliance
upon the authority of said firm as experts in giving said reports.

Unaudited Financial Statements

The unaudited interim financial statements of the Wells REIT as of
September 30, 2000, and for the three and nine-month periods ended September 30,
2000 and 1999, which are included in this prospectus, have not been audited.

The Statements of Revenues over Certain Operating Expenses of the
Motorola Plainfield Building for the nine months ended September 30, 2000, which
are included in this prospectus, have not been audited.

159

The unaudited pro forma financial statements of the Wells REIT for the
year ended December 31, 1999, and for the nine-month period ended September 30,
2000, which are included in this prospectus, have not been audited.

Additional Information 

We have filed with the Securities and Exchange Commission (Commission),
Washington, D.C., a registration statement under the Securities Act of 1933, as
amended, with respect to the shares offered pursuant to this prospectus. This
prospectus does not contain all the information set forth in the registration
statement and the exhibits related thereto filed with the Commission, reference
to which is hereby made. Copies of the registration statement and exhibits
related thereto, as well as periodic reports and information filed by the Wells
REIT, may be obtained upon payment of the fees prescribed by the Commission, or
may be examined at the offices of the Commission without charge, at:

.     the public reference facilities in Washington, D.C. at Judiciary
Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549;

.     the Northeast Regional Office in New York at 7 World Trade
Center, Suite 1300, New York, New York 10048; and

.     the Midwest Regional Office in Chicago, Illinois at 500 West
Madison Street, Suite 1400, Chicago, Illinois 66661-2511.

The Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address of the Commission's website is
http://www.sec.gov.

Glossary 

The following are definitions of certain terms used in this prospectus
and not otherwise defined in this prospectus:

"Dealer Manager" means Wells Investment Securities, Inc.

"IRA" means an individual retirement account established pursuant to
Section 408 or Section 408A of the Internal Revenue Code.

"NASAA Guidelines" means the Statement of Policy Regarding Real Estate
Investment Trusts of the North American Securities Administrators Association,
Inc., as revised and adopted on September 29, 1993.

"Property Manager" means Wells Management Company, Inc.

"UBTI" means unrelated business taxable income, as that term is defined
in Sections 511 through 514 of the Internal Revenue Code.

160

Index to Financial Statements and Prior Performance Tables

Page
----

Wells Real Estate Investment Trust, Inc. and Subsidiary
Audited Financial Statements
----------------------------

Report of Independent Public Accountants                              163
Consolidated Balance Sheets as of December 31, 1999 and
December 31, 1998                                                    164
Consolidated Statements of Income for the years ended
December 31, 1999 and December 31, 1998                              165
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1999 and December 31,1998                   166
Consolidated Statements of Cash Flows for the years ended
December 31, 1999 and December 31, 1998                              167
Notes to Consolidated Financial Statements                            168

Interim (Unaudited) Financial Statements
----------------------------------------

Balance Sheets as of September 30, 2000 and December 31, 1999         189 
Statements of Income for the three and nine months ended
September 30, 2000 and 1999                                          190
Statements of Shareholders' Equity for the nine months ended
September 30, 2000 and the year ended December 31,1999               191
Statements of Cash Flows for the nine months ended
September 30, 2000 and 1999                                          192
Condensed Notes to Financial Statements                               193

Dial Building
Audited Financial Statements
----------------------------

Report of Independent Public Accountants                              197
Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999                                 198
Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999                        199

ASML Building
Audited Financial Statements
----------------------------
Report of Independent Public Accountants                              200
Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999                                 201
Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999                        202

161

Motorola Tempe Building
Audited Financial Statements
----------------------------

Report of Independent Public Accountants                              203
Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999                                 204
Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999                        205

Motorola Plainfield Building
Financial Statements
--------------------

Report of Independent Public Accountants                              206
Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999 (audited), and the nine-
month period ended September 30, 2000 (unaudited)                    207
Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999 (audited),
and the nine-month period ended September 30, 2000 (unaudited)       208

Wells Real Estate Investment Trust, Inc.
Unaudited Pro Forma Financial Statements
----------------------------------------

Summary of Unaudited Pro Forma Financial Statements                   210
Pro Forma Balance Sheet as of September 30, 2000                      211
Pro Forma Statement of Income for the year ended
December 31, 1999                                                    213
Pro Forma Statement of Income for the nine-month period
ended September 30, 2000                                             214

Prior Performance Tables                                                        215

162

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying consolidated balance sheets of WELLS REAL
ESTATE INVESTMENT TRUST, INC. (a Maryland corporation) AND SUBSIDIARY as of
December 31, 1999 and 1998 and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the two years in the period
ended December 31, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Wells Real Estate
Investment Trust, Inc. and subsidiary as of December 31, 1999 and 1998 and the
results of their operations and their cash flows for each of the two years in
the period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
January 20, 2000

163

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1999 AND 1998

ASSETS

1999               1998
----               ----

REAL ESTATE ASSETS, at cost:
Land                                                                                             $ 14,500,822        $ 1,520,834
Building, less accumulated depreciation of $1,726,103 and $0 at December 31, 1999 and              
1998, respectively                                                                                81,507,040         20,076,845 
Construction in progress                                                                           12,561,459                  0
------------        -----------
Total real estate assets                                                                     108,569,321         21,597,679

INVESTMENT IN JOINT VENTURES                                                                        29,431,176         11,568,677

CASH AND CASH EQUIVALENTS                                                                            2,929,804          7,979,403

DEFERRED OFFERING COSTS                                                                                964,941            548,729

DEFERRED PROJECT COSTS                                                                                  28,093            335,421

DUE FROM AFFILIATES                                                                                    648,354            262,345

PREPAID EXPENSES AND OTHER ASSETS                                                                    1,280,601            540,319
------------        -----------
Total assets                                                                                $143,852,290        $42,832,573
============        ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
Accounts payable and accrued expenses                                                            $    461,300        $   187,827
Notes payable                                                                                      23,929,228         14,059,930

Dividends payable                                                                                   2,166,701            408,176
Due to affiliate                                                                                    1,079,466            554,953
------------        -----------
Total liabilities                                                                             27,636,695         15,210,886
------------        -----------
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST OF UNIT HOLDER IN OPERATING PARTNERSHIP
SHAREHOLDERS' EQUITY:                                                                                  200,000            200,000
------------        -----------

Common shares, $.01 par value; 40,000,000 shares authorized, 13,471,085 shares issued                 
and outstanding at December 31, 1999 and 3,154,136 shares issued and outstanding at
December 31, 1998                                                                                    134,710             31,541  
Additional paid-in capital                                                                        115,880,885         27,056,112
Retained earnings                                                                                           0            334,034
------------        -----------
Total shareholders' equity                                                                   116,015,595         27,421,687
------------        -----------
Total liabilities and shareholders' equity                                                  $143,852,290        $42,832,573
============        ===========

The accompanying notes are an integral part of these consolidated balance
sheets.

164

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

1999              1998
--------------     -------------
REVENUES:

Rental income                                                                  $4,735,184          $ 20,994
Equity in income of joint ventures                                              1,243,969           263,315
Interest income                                                                   502,993           110,869
Other income                                                                       13,249                 0
--------------      ------------
6,495,395           395,178
--------------      ------------ 

EXPENSES:
Depreciation                                                                    1,726,103                 0
Interest expense                                                                  442,029            11,033
Operating costs, net of reimbursements                                            (74,666)                0
Management and leasing fees                                                       257,744                 0
General and administrative                                                        123,776            29,943
Legal and accounting                                                              115,471            19,552
Computer costs                                                                     11,368               616
Amortization of organizational costs                                                8,921                 0
-------------      ------------
2,610,746            61,144
-------------      ------------
NET INCOME                                                                        $3,884,649          $334,034
=============      ============

EARNINGS PER SHARE:
Basic and diluted                                                              $     0.50          $   0.40
=============      ============ 

The accompanying notes are an integral part of these consolidated statements.

165

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

Common Stock       Additional                     Total        
--------------------    Paid-In      Retained      Shareholders'
Shares     Amount     Capital      Earnings         Equity
----------  --------  -----------   -----------   ---------------

BALANCE, December 31, 1997                        100  $      1  $        999  $         0   $      1,000

Issuance of common stock                   3,154,036    31,540    31,508,820            0      31,540,360
Net income                                         0         0             0      334,034         334,034
Dividends ($.31 per share)                         0         0      (511,163)           0        (511,163)
Sales commissions                                  0         0    (2,996,334)           0      (2,996,334)
Other offering expenses                            0         0      (946,210)           0        (946,210)
----------  -------- -------------  -----------   ------------- 
BALANCE, December 31, 1998                  3,154,136    31,541    27,056,112      334,034      27,421,687

Issuance of common stock                  10,316,949   103,169   103,066,321            0     103,169,490
Net income                                         0         0             0    3,884,649       3,884,649
Dividends ($.70 per share)                         0         0    (1,346,240)  (4,218,683)     (5,564,923)
Sales commissions                                  0         0    (9,801,197)           0      (9,801,197)
Other offering expenses                            0         0    (3,094,111)           0      (3,094,111)
----------  --------  ------------  -----------    ------------
BALANCE, December 31, 1999                 13,471,085  $134,710  $115,880,885  $         0    $116,015,595
==========  ========  ============  ===========    ============

The accompanying notes are an integral part of these consolidated statements.

166

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

1999           1998
-------------   ------------ 
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                                                                $   3,884,649   $    334,034
-------------   ------------ 
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Equity in income of joint ventures                                                        (1,243,969)      (263,315)
Depreciation                                                                               1,726,103              0
Amortization of organizational costs                                                           8,921              0
Changes in assets and liabilities:
Prepaid expenses and other assets                                                         (749,203)      (540,319)
Accounts payable and accrued expenses                                                      273,473        187,827
Due to affiliates                                                                          108,301          6,224
-------------   ------------ 
Total adjustments                                                                        123,626       (609,583)
-------------   ------------ 
Net cash provided by (used in) operating activities                                    4,008,275       (275,549)
-------------   ------------ 
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate                                                                   (85,514,506)   (21,299,071)
Investment in joint ventures                                                                (17,641,211)   (11,276,007)
Deferred project costs paid                                                                  (3,610,967)    (1,103,913)
Distributions received from joint ventures                                                    1,371,728        178,184
-------------   ------------ 
Net cash used in investing activities                                               (105,394,956)   (33,500,807)
-------------   ------------ 
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable                                                                  40,594,463     14,059,930
Repayments of notes payable                                                                 (30,725,165)             0
Dividends paid to shareholders                                                               (3,806,398)      (102,987)
Issuance of common stock                                                                    103,169,490     31,540,360
Sales commissions paid                                                                       (9,801,197)    (2,996,334)
Other offering costs paid                                                                    (3,094,111)      (946,210)
-------------   ------------ 
Net cash provided by financing activities                                             96,337,082     41,554,759
-------------   ------------ 
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                          (5,049,599)     7,778,403

CASH AND CASH EQUIVALENTS, beginning of year                                                   7,979,403        201,000
-------------   ------------ 
CASH AND CASH EQUIVALENTS, end of year                                                     $   2,929,804   $  7,979,403
=============   ============ 

SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:
Deferred project costs applied to real estate assets                                      $   3,183,239   $    298,608
=============   ============ 

Deferred project costs contributed to joint ventures                                      $     735,056   $    469,884
=============   ============ 

Deferred offering costs due to affiliate                                                  $     416,212   $          0
=============   ============ 

The accompanying notes are an integral part of these consolidated statements.

167

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1999 AND 1998

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Wells Real Estate Investment Trust, Inc. (the "Company") is a Maryland
corporation that qualifies as a real estate investment trust ("REIT"). The
Company is conducting an offering for the sale of a maximum of 40,000,000
(exclusive of 2,200,000 shares available pursuant to the Company's dividend
reinvestment plan) shares of common stock, $.01 par value per share, at a price
of $10 per share. The Company will seek to acquire and operate commercial
properties, including, but not limited to, office buildings, shopping centers,
business and industrial parks, and other commercial and industrial properties,
including properties which are under construction, are newly constructed, or
have been constructed and have operating histories. All such properties may be
acquired, developed, and operated by the Company alone or jointly with another
party. The Company is likely to enter into one or more joint ventures with
affiliated entities for the acquisition of properties. In connection with this,
the Company may enter into joint ventures for the acquisition of properties with
prior or future real estate limited partnership programs sponsored by Wells
Capital, Inc. (the "Advisor") or its affiliates.

Substantially all of the Company's business is conducted through Wells Operating
Partnership, L.P. (the "Operating Partnership"), a Delaware limited partnership.
During 1997, the Operating Partnership issued 20,000 limited partner units to
the Advisor in exchange for $200,000. The Company is the sole general partner in
the Operating Partnership and possesses full legal control and authority over
the operations of the Operating Partnership; consequently, the accompanying
consolidated financial statements of the Company include the amounts of the
Operating Partnership.

The Operating Partnership owns the following properties directly: (i) the
PriceWaterhouseCoopers property (the "PwC Building"), a four-story office
building located in Tampa, Florida; (ii) the AT&T Building, a four-story office
building located in Harrisburg, Pennsylvania; (iii) the Marconi Data Systems
property (the "Marconi Building"), a two-story office building located in Wood
Dale, Illinois; and (iv) the Cinemark Building, a five-story office building
located in Plano, Texas.

The Company also owns interests in several properties through a joint venture
among the Operating Partnership, Wells Real Estate Fund IX, L.P. ("Wells Fund
IX"), Wells Real Estate Fund X, L.P. ("Wells Fund X"), and Wells Real Estate
Fund XI, L.P. ("Wells Fund XI"). This joint venture is referred to as the Fund
IX, Fund X, Fund XI, and REIT Joint Venture ("Fund IX, X, XI, and REIT Joint
Venture"). In addition, the Company owns an interest in several properties
through a joint venture between Wells Fund XI, Wells Real Estate Fund XII, L.P.
("Wells Fund XII"), and the Operating Partnership, which is referred to as Wells
Fund XI, XII and REIT Joint Venture. The Company owns two properties through a
joint venture between the Operating Partnership and Fund X and XI Associates, a
joint venture between Wells Fund X and Wells Fund XI.

Through its investment in the Fund IX, X, XI, and REIT Joint Venture, the
Company owns interests in the following properties: (i) a three-story office
building in Knoxville, Tennessee (the "ABB Building"), (ii) a two-story office
building in Louisville, Colorado (the "Ohmeda Building"), (iii) a three-story
office building in Broomfield, Colorado (the "360 Interlocken Building"), (iv) a
one-story warehouse facility in Ogden, Utah (the "Iomega Building"), and (v) a
one-story office building in Oklahoma City, Oklahoma (the "Lucent Technologies
Building").

The following properties are owned by the Company through its investment in a
joint venture with Fund X and XI Associates: (i) a one-story office and
warehouse building in Fountain Valley, California (the "Cort Furniture

168

Building") owned by Wells/Orange County Associates and (ii) a warehouse and
office building in Fremont, California (the "Fairchild Building") owned by
Wells/Fremont Associates.

Through its investment in the Wells Fund XI, XII, and REIT Joint Venture, the
Company owns interests in the following properties: (i) a two-story
manufacturing and office building in Greenville County, South Carolina (the
"EYBL CarTex Building"), (ii) a three-story office building Leawood, Kansas (the
"Sprint Building"), (iii) an office and warehouse building in Chester County,
Pennsylvania (the "Johnson Matthey Building"), and (iv) a two-story office
building in Ft. Myers, Florida (the "Gartner Building").

Use of Estimates and Factors Affecting the Company

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

The carrying values of real estate are based on management's current intent to
hold the real estate assets as long-term investments. The success of the
Company's future operations and the ability to realize the investment in its
assets will be dependent on the Company's ability to maintain rental rates,
occupancy, and an appropriate level of operating expenses in future years.
Management believes that the steps it is taking will enable the Company to
realize its investment in its assets.

Income Taxes

The Company has elected to be taxed as a REIT under the Internal Revenue Code of
1986, as amended (the "Code"), commencing with the taxable year ended December
31, 1998. As a result, the Company generally will not be subject to federal
income taxation at the corporate level to the extent it distributes annually at
least 95% of its REIT taxable income, as defined in the Code, to its
shareholders and satisfies certain other requirements. Additionally, the
Operating Partnership is not subject to federal or state income taxes.
Accordingly, no provision has been made for federal or state income taxes in the
accompanying consolidated financial statements for the years ended December 31,
1999 and 1998.

Real Estate Assets

Real estate assets held by the Company and joint ventures are stated at cost
less accumulated depreciation. Major improvements and betterments are
capitalized when they extend the useful life of the related asset. All repair
and maintenance are expensed as incurred.

Management continually monitors events and changes in circumstances which could
indicate that carrying amounts of real estate assets may not be recoverable.
When events or changes in circumstances are present which indicate that the
carrying amounts of real estate assets may not be recoverable, management
assesses the recoverability of real estate assets by determining whether the
carrying value of such real estate assets will be recovered through the future
cash flows expected from the use of the asset and its eventual disposition.
Management has determined that there has been no impairment in the carrying
value of real estate assets held by the Company or the joint ventures as of
December 31, 1999.

Depreciation of building and improvements is calculated using the straight-line
method over 25 years. Tenant improvements are amortized over the life of the
related lease or the life of the asset, whichever is shorter.

Investment in Joint Ventures

Basis of Presentation. The Operating Partnership does not have control over the
operations of the joint ventures; however, it does exercise significant
influence. Accordingly, the Operating Partnership's investment in the joint
ventures is recorded using the equity method of accounting.

169

Partners' Distributions and Allocations of Profit and Loss. Cash available for
distribution and allocations of profit and loss to the Operating Partnership by
the joint ventures are made in accordance with the terms of the individual joint
venture agreements. Generally, these items are allocated in proportion to the
partners' respective ownership interests. Cash is paid from the joint ventures
to the Operating Partnership on a quarterly basis.

Deferred Lease Acquisition Costs. Costs incurred to procure operating leases are
capitalized and amortized on a straight-line basis over the terms of the related
leases.

Revenue Recognition

All leases on real estate assets held by the Company or the joint ventures are
classified as operating leases, and the related rental income is recognized on a
straight-line basis over the terms of the respective leases.

Cash and Cash Equivalents

For the purposes of the statements of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents. Cash equivalents include cash and short-term
investments. Short-term investments are stated at cost, which approximates fair
value, and consist of investments in money market accounts.

Earnings Per Share

Earnings per share is calculated based on the weighted average number of common
shares outstanding during each period. The weighted average number of common
shares outstanding is identical for basic and fully diluted earnings per share,
as there is no dilutive impact created from the Company's stock option plan
(Note 10) using the treasury stock method.

2.   DEFERRED PROJECT COSTS

The Company paid a percentage of shareholder contributions to the Advisor for
acquisition and advisory services. These payments, as stipulated in the
prospectus, can be up to 3.5% of shareholder contributions, subject to certain
overall limitations contained in the prospectus. Aggregate fees paid through
December 31, 1999 were $4,714,880 and amounted to 3.5% of shareholders'
contributions received. These fees are allocated to specific properties as they
are purchased or developed and are included in capitalized assets of the joint
ventures or real estate assets. Deferred project costs at December 31, 1999 and
1998 represent fees not yet applied to properties.

3.   DEFERRED OFFERING COSTS

Organization and offering expenses, to the extent they exceed 3% of gross
offering proceeds, will be paid by the Advisor and not by the Company.
Organization and offering expenses do not include sales or underwriting
commissions but do include such costs as legal and accounting fees, printing
costs, and other offering expenses.

As of December 31, 1999, the Advisor paid organization and offering expenses on
behalf of the Company in the aggregate amount of $5,005,262, of which the
Advisor was reimbursed $4,040,321, which did not exceed the 5% limitation. The
unpaid portion of deferred offering costs is $964,941 and is included in due to
affiliate in the accompanying balance sheet.

170

4.  RELATED-PARTY TRANSACTIONS

Due from affiliates at December 31, 1999 represents the Operating Partnership's
share of the cash to be distributed from its joint venture investments for the
fourth quarter of 1999 and 1998 as follows:

1999        1998
--------    -------- 

Fund IX, X, XI, and REIT Joint Venture            $ 32,079    $ 38,360
Wells/Orange County Associates                      75,953      77,123
Wells/Fremont Associates                           152,681     146,862
Fund XI, XII, and REIT                             387,641           0
--------    -------- 
$648,354    $262,345
========    ========

The Company entered into a property management agreement with Wells Management
Company, Inc. ("Wells Management"), an affiliate of the Advisor. In
consideration for supervising the management and leasing of the Operating
Partnership's properties, the Operating Partnership will pay Wells Management
management and leasing fees equal to the lesser of (a) fees that would be paid
to a comparable outside firm, or (b) 4.5% of the gross revenues generally paid
over the life of the lease plus a separate competitive fee for the one-time
initial lease-up of newly constructed properties generally paid in conjunction
with the receipt of the first month's rent. In the case of commercial properties
which are leased on a long-term (ten or more years) net lease basis, the maximum
property management fee from such leases shall be 1% of the gross revenues
generally paid over the life of the leases except for a one-time initial leasing
fee of 3% of the gross revenues on each lease payable over the first five full
years of the original lease term.

The Operating Partnership's portion of the management and leasing fees and lease
acquisition costs paid to Wells Management by the joint ventures was $336,517
for the year ended December 31, 1999.

The Advisor performs certain administrative services for the Operating
Partnership, such as accounting and other partnership administration, and incurs
the related expenses. Such expenses are allocated among the Operating
Partnership and the various Wells Real Estate Funds based on time spent on each
fund by individual administrative personnel. In the opinion of management, such
allocation is a reasonable basis for allocating such expenses.

The Advisor is a general partner in various Wells Real Estate Funds. As such,
there may exist conflicts of interest where the Advisor, while serving in the
capacity as general partner for Wells Real Estate Funds, may be in competition
with the Operating Partnership for tenants in similar geographic markets.

5.  INVESTMENT IN JOINT VENTURES

The Operating Partnership's investment and percentage ownership in joint
ventures at December 31, 1999 and 1998 are summarized as follows:

1999                       1998
-----------------------    ----------------------- 
Amount      Percent        Amount      Percent
-----------   ---------    -----------   ---------       

Fund IX, X, XI, and REIT Joint Venture                     $ 1,388,884       4%       $ 1,443,378       4%
Wells/Orange County Associates                               2,893,112      44          2,958,617      44
Wells/Fremont Associates                                     6,988,210      78          7,166,682      78
Fund XI, XII, and REIT Joint Venture                        18,160,970      57                  0       0
-----------                -----------               
$29,431,176                $11,568,677
===========                ===========

171

The following is a rollforward of the Operating Partnership's investment in
joint ventures for the years ended December 31, 1999 and 1998:

1999           1998
-----------    ----------- 

Investment in joint ventures, beginning of year            $11,568,677    $         0
Equity in income of joint ventures                           1,243,969        263,315
Contributions to joint ventures                             18,376,267     11,745,890
Distributions from joint ventures                           (1,757,737)      (440,528)
-----------    ----------- 
Investment in joint ventures, end of year                  $29,431,176    $11,568,677
===========    =========== 

Fund IX, X, XI, and REIT Joint Venture

On March 20, 1997, Wells Fund IX and Wells Fund X entered into a joint venture
agreement. The joint venture, Fund IX and X Associates, was formed to acquire,
develop, operate, and sell real properties. On March 20, 1997, Wells Fund IX
contributed a 5.62-acre tract of real property in Knoxville, Tennessee, and
improvements thereon, known as the ABB Building, to the Fund IX and X Associates
joint venture. A 83,885-square-foot, three-story building was constructed and
commenced operations at the end of 1997.

On February 13, 1998, the joint venture purchased a two-story office building,
known as the Ohmeda Building, in Louisville, Colorado. On March 20, 1998, the
joint venture purchased a three-story office building, known as the 360
Interlocken Building, in Broomfield, Colorado. On June 11, 1998, Fund IX and X
Associates was amended and restated to admit Wells Fund XI and the Operating
Partnership. The joint venture was renamed the Fund IX, X, XI, and REIT Joint
Venture. On June 24, 1998, the new joint venture purchased a one-story office
building, known as the Lucent Technologies Building, in Oklahoma City, Oklahoma.
On April 1, 1998, Wells Fund X purchased a one-story warehouse facility, known
as the Iomega Building, in Ogden, Utah. On July 1, 1998, Wells Fund X
contributed the Iomega Building to the Fund IX, X, XI, and REIT Joint Venture.

172

Following are the financial statements for the Fund IX, X, XI, and REIT Joint
Venture:

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheets
December 31, 1999 and 1998

ASSETS

1999            1998
-----------     -----------

Real estate assets, at cost:                                                                        
Land                                                                            $ 6,698,020     $ 6,454,213
Building and improvements, less accumulated depreciation of                                     
$2,792,068 in 1999 and $1,253,156 in 1998                                     29,878,541      30,686,845
Construction in progress                                                                  0             990
-----------     -----------
Total real estate assets                                               36,576,561      37,142,048
Cash and cash equivalents                                                             1,146,874       1,329,457
Accounts receivable                                                                     554,965         133,257
Prepaid expenses and other assets                                                       526,409         441,128
-----------     -----------
Total assets                                                          $38,804,809     $39,045,890
===========     ===========

LIABILITIES AND PARTNERS' CAPITAL                                  

Liabilities:                                                                                        
Accounts payable                                                                $   704,914     $   409,737
Due to affiliates                                                                     6,379           4,406
Partnership distributions payable                                                   804,734       1,000,127
-----------     -----------
Total liabilities                                                       1,516,027       1,414,270
-----------     -----------
Partners' capital:                                                                                  
Wells Real Estate Fund IX                                                        14,590,626      14,960,100
Wells Real Estate Fund X                                                         18,000,869      18,707,139
Wells Real Estate Fund XI                                                         3,308,403       2,521,003
Wells Operating Partnership, L.P.                                                 1,388,884       1,443,378
-----------     -----------
Total partners' capital                                                37,288,782      37,631,620
-----------     -----------
Total liabilities and partners' capital                               $38,804,809     $39,045,890
===========     ===========

173

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income (Loss)
for the Years Ended December 31, 1999, 1998, and 1997

1999          1998         1997
----------    ----------    --------

Revenues:                                                                                         
Rental income                                                      $3,932,962    $2,945,980    $ 28,512
Interest income                                                       120,080        20,438           0
----------    ----------    --------  
4,053,042     2,966,418      28,512
----------    ----------    --------  
Expenses:                                                                                          
Depreciation                                                        1,538,912     1,216,293      36,863
Management and leasing fees                                           286,139       226,643       1,711
Operating costs, net of reimbursements                                (43,501)     (140,506)     10,118
Property administration expense                                        63,311        34,821           0
Legal and accounting                                                   35,937        15,351           0
----------    ----------    --------  
1,880,798     1,352,602      48,692
----------    ----------    --------  
Net income (loss)                                                      $2,172,244    $1,613,816    $(20,180)
==========    ==========    ========  

Net income (loss) allocated to Wells Real Estate Fund IX               $  850,072    $  692,116    $(10,145)
==========    ==========    ========

Net income (loss) allocated to Wells Real Estate Fund X                $1,056,316    $  787,481    $(10,035)
==========    ==========    ======== 
Net income (loss) allocated to Wells Real Estate Fund XI               $  184,335    $   85,352    $      0
==========    ==========    ======== 
Net income allocated to Wells Operating Partnership, L.P.              $   81,501    $   48,867    $      0
==========    ==========    ========

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 1999, 1998, and 1997

Wells Real      Wells Real    Wells Real         Wells            Total
Estate          Estate        Estate         Operating        Partners'
Fund IX         Fund X       Fund XI     Partnership, L.P.     Capital
-----------     ----------    ----------   -----------------    ---------

Balance, December 31, 1996                 $         0    $         0    $        0      $        0       $         0
Net loss                                    (10,145)       (10,035)            0               0           (20,180)
Partnership contributions                 3,712,938      3,672,838             0               0         7,385,776
-----------    -----------    ----------      ----------       -----------
Balance, December 31, 1997                   3,702,793      3,662,803             0               0         7,365,596
Net income                                  692,116        787,481        85,352          48,867         1,613,816
Partnership contributions                11,771,312     15,613,477     2,586,262       1,480,741        31,451,792
Partnership distributions                (1,206,121)    (1,356,622)     (150,611)        (86,230)       (2,799,584)
-----------    -----------    ----------      ----------       -----------
Balance, December 31, 1998                  14,960,100     18,707,139     2,521,003       1,443,378        37,631,620
Net income                                  850,072      1,056,316       184,355          81,501         2,172,244
Partnership contributions                   198,989              0       911,027               0         1,110,016
Partnership distributions                (1,418,535)    (1,762,586)     (307,982)       (135,995)       (3,625,098)
-----------    -----------    ----------      ----------       -----------
Balance, December 31, 1999                 $14,590,626    $18,000,869    $3,308,403      $1,388,884       $37,288,782
===========    ===========    ==========      ==========       ===========

174

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 1999, 1998, and 1997

1999              1998             1997
------------      ------------     ------------ 

Cash flows from operating activities:                                            
Net income (loss)                                           $  2,172,244      $  1,613,816     $    (20,180)
Adjustments to reconcile net income to net cash             ------------      ------------     ------------                   
provided by operating activities:                                         
Depreciation                                            1,538,912         1,216,293           36,863
Changes in assets and liabilities:                                    
Accounts receivable                                   (421,708)          (92,745)         (40,512)
Prepaid expenses and other assets                      (85,281)         (111,818)        (329,310)
Accounts payable                                       295,177            29,967          379,770
Due to affiliates                                        1,973             1,927            2,479
------------      ------------     ------------  
Total adjustments                                 1,329,073         1,043,624           49,290
------------      ------------     ------------ 
Net cash provided by operating                                  
activities                                    3,501,317         2,657,440           29,110
------------      ------------     ------------ 
Cash flows from investing activities:                                            
Investment in real estate                                       (930,401)      (24,788,070)      (5,715,847)
------------      ------------     ------------ 
Cash flows from financing activities:                                            
Distributions to joint venture partners                       (3,820,491)       (1,799,457)               0
Contributions received from partners                           1,066,992        24,970,373        5,975,908
------------      ------------     ------------ 
Net cash (used in) provided by                                  
financing activities                         (2,753,499)       23,170,916        5,975,908
------------      ------------     ------------ 
Net (decrease) increase in cash and cash equivalents                (182,583)        1,040,286          289,171
Cash and cash equivalents, beginning of year                       1,329,457           289,171                0
------------      ------------     ------------ 
Cash and cash equivalents, end of year                          $  1,146,874      $  1,329,457     $    289,171
============      ============     ============ 

Supplemental disclosure of noncash activities:                                   
Deferred project costs contributed to joint venture         $     43,024      $  1,470,780     $    318,981
============      ============     ============ 

Contribution of real estate assets to joint venture         $          0      $  5,010,639     $  1,090,887
============      ============     ============ 

Wells/Orange County Associates

On July 27, 1998, the Operating Partnership entered into a joint venture
agreement with Wells Development Corporation, referred to as Wells/Orange County
Associates. On July 31, 1998, Wells/Orange County Associates acquired a
52,000-square-foot warehouse and office building located in Fountain Valley,
California, known as the Cort Furniture Building.

On September 1, 1998, Fund X and XI Associates acquired Wells Development
Corporation's interest in Wells/Orange County Associates which resulted in Fund
X and XI Associates becoming a joint venture partner with the Operating
Partnership in the ownership of the Cort Furniture Building.

Following are the financial statements for Wells/Orange County Associates:

175

Wells/Orange County Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 1999 and 1998

ASSETS

1999           1998
----------     ----------

Real estate assets, at cost:                                                                         
Land                                                                              $2,187,501     $2,187,501
Building, less accumulated depreciation of $278,652 in 1999 and                                  
$92,087 in 1998                                                                 4,385,463      4,572,028
----------     ----------
Total real estate assets                                                 6,572,964      6,759,529
Cash and cash equivalents                                                                176,666        180,895
Accounts receivable                                                                       49,679         13,123
----------     ----------
Total assets                                                            $6,799,309     $6,953,547
==========     ==========

LIABILITIES AND PARTNERS' CAPITAL                                            

Liabilities:                                                                                         
Accounts payable                                                                  $        0     $    1,550
Partnership distributions payable                                                    173,935        176,614
----------     ----------
Total liabilities                                                          173,935        178,164
----------     ----------
Partners' capital:                                                                                   
Wells Operating Partnership, L.P.                                                  2,893,112      2,958,617
Fund X and XI Associates                                                           3,732,262      3,816,766
----------     ----------
Total partners' capital                                                  6,625,374      6,775,383
----------     ----------
Total liabilities and partners' capital                                 $6,799,309     $6,953,547
==========     ==========

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 1999 and 1998

1999           1998
----------     ----------

Revenues:
Rental income                                                                       $795,545       $331,477
Interest income                                                                            0            448
----------     ----------
795,545        331,925
----------     ----------
Expenses:                                                                                             
Depreciation                                                                         186,565         92,087
Management and leasing fees                                                           30,360         12,734
Operating costs, net of reimbursements                                                22,229          2,288
Interest                                                                                   0         29,472
Legal and accounting                                                                   5,439          3,930
244,593        140,511
----------     ----------
Net income                                                                              $550,952       $191,414
==========     ========== 

Net income allocated to Wells Operating Partnership, L.P.                               $240,585       $ 91,978
==========     ========== 

176

Net income allocated to Fund X and XI Associates                                        $310,367       $ 99,436
==========     ==========

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 1999 and 1998

Wells                                
Operating        Fund X         Total  
Partnership,      and XI        Partners'
L.P.        Associates       Capital
------------   ------------    ----------- 

Balance, December 31, 1997                                        $        0     $        0      $        0
Net income                                                        91,978         99,436         191,414
Partnership contributions                                      2,991,074      3,863,272       6,854,346
Partnership distributions                                       (124,435)      (145,942)       (270,377)
------------   ------------    ------------ 
Balance, December 31, 1998                                         2,958,617      3,816,766       6,775,383
Net income                                                       240,585        310,367         550,952
Partnership distributions                                       (306,090)      (394,871)       (700,961)
------------   ------------    ------------ 
Balance, December 31, 1999                                        $2,893,112     $3,732,262      $6,625,374
============   ============    ============ 

177

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 1999 and 1998

1999           1998
---------     -----------

Cash flows from operating activities:
Net income                                                                           $ 550,952     $   191,414
Adjustments to reconcile net income to net cash provided by operating                ---------     ----------- 
activities:
Depreciation                                                                    186,565          92,087
Changes in assets and liabilities:
Accounts receivable                                                          (36,556)        (13,123)
Accounts payable                                                              (1,550)          1,550
---------     ----------- 
Total adjustments                                                         148,459          80,514
---------     -----------
Net cash provided by operating activities                                 699,411         271,928
---------     -----------
Cash flows from investing activities:
Investment in real estate                                                                    0      (6,563,700)
---------     -----------
Cash flows from financing activities:
Issuance of note payable                                                                     0       4,875,000
Payment of note payable                                                                      0      (4,875,000)
Distributions to partners                                                             (703,640)        (93,763)
Contributions received from partners                                                         0       6,566,430   
---------     -----------
Net cash (used in) provided by financing activities                      (703,640)      6,472,667  
---------     -----------   
Net (decrease) increase in cash and cash equivalents                                        (4,229)        180,895
Cash and cash equivalents, beginning of year                                               180,895               0
---------     -----------
Cash and cash equivalents, end of year                                                   $ 176,666     $   180,895
=========     ===========
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture                                  $       0     $   287,916
=========     ===========

Wells/Fremont Associates

On July 15, 1998, the Operating Partnership entered into a joint venture
agreement with Wells Development Corporation, referred to as Wells/Fremont
Associates. On July 21, 1998, Wells/Fremont Associates acquired a
58,424-square-foot warehouse and office building located in Fremont, California,
known as the Fairchild Building.

On October 8, 1998, Fund X and XI Associates acquired Wells Development
Corporation's interest in Wells/Fremont Associates which resulted in Fund X and
XI Associates becoming a joint venture partner with the Operating Partnership in
the ownership of the Fairchild Building.

178

Following are the financial statements for Wells/Fremont Associates:

Wells/Fremont Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 1999 and 1998

ASSETS

1999              1998
----------        ----------

Real estate assets, at cost:                                                   
Land                                                                       $2,219,251        $2,219,251
Building, less accumulated depreciation of $428,246 in 1999 and            
$142,720 in 1998                                                         6,709,912         6,995,439
----------        ----------
Total real estate assets                                          8,929,163         9,214,690
Cash and cash equivalents                                                         189,012           192,512
Accounts receivable                                                                92,979            34,742
----------        ----------
Total assets                                                     $9,211,154        $9,441,944
==========        ==========

LIABILITIES AND PARTNERS' CAPITAL                      

Liabilities:                                                                   
Accounts payable                                                           $    2,015        $    3,565
Due to affiliate                                                                5,579             2,052
Partnership distributions payable                                             186,997           189,490
----------        ----------
Total liabilities                                                   194,591           195,107
----------        ----------
Partners' capital:                                                             
Wells Operating Partnership, L.P.                                           6,988,210         7,166,682
Fund X and XI Associates                                                    2,028,353         2,080,155
----------        ----------
Total partners' capital                                           9,016,563         9,246,837
----------        ----------
Total liabilities and partners' capital                          $9,211,154        $9,441,944
==========        ==========

179

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 1999 and 1998

1999         1998
--------     --------

Revenues:                                                                                    
Rental income                                                                $902,946     $401,058
Interest income                                                                     0        3,896
--------     --------
902,946      404,954
--------     --------
Expenses:                                                                                    
Depreciation                                                                  285,526      142,720
Management and leasing fees                                                    37,355       16,726
Operating costs, net of reimbursements                                         16,006        3,364
Interest                                                                            0       73,919
Legal and accounting                                                            4,885        6,306
--------     --------
343,772      243,035
--------     --------
Net income                                                                       $559,174     $161,919
========     ========

Net income allocated to Wells Operating Partnership, L.P.                        $433,383     $122,470
========     ========

Net income allocated to Fund X and XI Associates                                 $125,791     $ 39,449
========     ========

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 1999 and 1998

Wells                             
Operating       Fund X         Total  
Partnership,      and XI       Partners' 
L.P.        Associates      Capital
------------   ------------   ------------

Balance, December 31, 1997                                    $        0     $        0     $        0
Net income                                                    122,470         39,449        161,919
Partner contributions                                       7,274,075      2,083,334      9,357,409
Partnership distributions                                    (229,863)       (42,628)      (272,491)
------------   ------------   ------------
Balance, December 31, 1998                                     7,166,682      2,080,155      9,246,837
Net income                                                    433,383        125,791        559,174
Partnership distributions                                    (611,855)      (177,593)      (789,448)
------------   ------------   ------------
Balance, December 31, 1999                                    $6,988,210     $2,028,353     $9,016,563
============   ============   ============

180

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 1999 and 1998

1999           1998
---------    -----------

Cash flows from operating activities:                                                               
Net income                                                                          $ 559,174    $   161,919
---------    -----------
Adjustments to reconcile net income to net cash provided by operating                            
activities:                                                                                   
Depreciation                                                                    285,526        142,720
Changes in assets and liabilities:                                                         
Accounts receivable                                                          (58,237)       (34,742)
Accounts payable                                                              (1,550)         3,565
Due to affiliate                                                               3,527          2,052
---------    -----------
Total adjustments                                                         229,266        113,595
---------    -----------
Net cash provided by operating activities                                 788,440        275,514
---------    -----------
Cash flows from investing activities:                                                               
Investment in real estate                                                                   0     (8,983,111)
---------    -----------
Cash flows from financing activities:                                                               
Issuance of note payable                                                                    0      5,960,000
Payment of note payable                                                                     0     (5,960,000)
Distributions to partners                                                            (791,940)       (83,001)
Contributions received from partners                                                        0      8,983,110
---------    -----------
Net cash (used in) provided by financing activities                      (791,940)     8,900,109
---------    -----------
Net (decrease) increase in cash and cash equivalents                                      (3,500)       192,512
Cash and cash equivalents, beginning of year                                             192,512              0
---------    -----------
Cash and cash equivalents, end of year                                                 $ 189,012    $   192,512
=========    ===========
Supplemental disclosure of noncash activities:                                                      

Deferred project costs contributed to joint venture                                 $       0    $   374,299
=========    ===========

181

Fund XI, XII, and REIT Joint Venture

On May 1, 1999, the Operating Partnership entered into a joint venture with
Wells Fund XII and Wells Fund XI. On May 18, 1999, the joint venture purchased a
169,510-square-foot, two-story manufacturing and office building, known as EYBL
CarTex, in Fountain Inn, South Carolina. On July 21, 1999, the joint venture
purchased a 68,900 square-foot, three-story-office building, known as the Sprint
Building, in Leawood, Kansas. On August 17, 1999, the joint venture purchased a
130,000 square-foot office and warehouse building, known as the Johnson Matthey
Building, in Chester County, Pennsylvania. On September 20, 1999, the joint
venture purchased a 62,400 square-foot, two-story office building, known as the
Gartner Building, in Fort Myers, Florida.

Following are the financial statements for the Fund XI, XII, and REIT Joint
Venture:

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheet
December 31, 1999

ASSETS

Real estate assets, at cost:
Land                                                                                      $ 5,048,797
Building and improvements, less accumulated depreciation of $506,582                       26,811,869
-----------
Total real estate assets                                                         31,860,666
Cash and cash equivalents                                                                         766,278
Accounts receivable                                                                               133,777
Prepaid assets and other expenses                                                                  26,486
-----------
Total assets                                                                    $32,787,207
===========

LIABILITIES AND PARTNERS' CAPITAL                               

Liabilities:                                                                                  
Accounts payable                                                                          $   112,457
Partnership distributions payable                                                             680,294
-----------
Total liabilities                                                                   792,751
-----------
Partners' capital:                                                                            
Wells Real Estate Fund XI                                                                   8,365,852
Wells Real Estate Fund XII                                                                  5,467,634
Wells Operating Partnership, L.P.                                                          18,160,970
-----------
Total partners' capital                                                          31,994,456
-----------
Total liabilities and partners' capital                                         $32,787,207
===========

182

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Income
for the Year Ended December 31, 1999

Revenues:
Rental income                                                                               $1,443,446
Other income                                                                                        57
----------
1,443,503
----------
Expenses:                                                                                      
Depreciation                                                                                   506,582
Management and leasing fees                                                                     59,230
Operating costs, net of reimbursements                                                           6,433
Property administration                                                                         14,185
Legal and accounting                                                                             4,000
----------
590,430
----------
Net income                                                                                      $  853,073
==========

Net income allocated to Wells Real Estate Fund XI                                               $  240,031
==========

Net income allocated to Wells Real Estate Fund XII                                              $  124,542
==========

Net income allocated to Wells Operating Partnership, L.P.                                       $  488,500
==========

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Partners' Capital
for the Year Ended December 31, 1999

Wells
Wells Real      Wells Real      Operating          Total
Estate          Estate       Partnership,       Partners'
Fund XI        Fund XII          L.P.            Capital
-----------    ------------    -------------    ------------

Balance, December 31, 1998                     $        0      $        0      $         0     $         0
Net income                                    240,031         124,542          488,500         853,073
Partnership contributions                   8,470,160       5,520,835       18,376,267      32,367,262
Partnership distributions                    (344,339)       (177,743)        (703,797)     (1,225,879)
-----------    ------------    -------------    ------------
Balance, December 31, 1999                     $8,365,852      $5,467,634      $18,160,970     $31,994,456
===========    ============    =============    ============

183

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Cash Flows
for the Year Ended December 31, 1999

Cash flows from operating activities:
Net income                                                                                         $   853,073
-----------
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation                                                                                    506,582
Changes in assets and liabilities:
Accounts receivable                                                                         (133,777)
Prepaid expenses and other assets                                                            (26,486)
Accounts payable                                                                             112,457
-----------
Total adjustments                                                                         458,776
-----------
Net cash provided by operating activities                                               1,311,849
-----------
Cash flows from financing activities:                                                                  
Distributions to joint venture partners                                                               (545,571)
-----------
Net increase in cash and cash equivalents                                                                  766,278
Cash and cash equivalents, beginning of year                                                                     0
-----------
Cash and cash equivalents, end of year                                                                 $   766,278
===========

Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture                                                $ 1,294,686
===========
Contribution of real estate assets to joint venture                                                $31,072,562
===========

6.  INCOME TAX BASIS NET INCOME AND PARTNERS' CAPITAL

The Operating Partnership's income tax basis net income for the years ended
December 31, 1999 and 1998 are calculated as follows:

1999             1998
----------        ---------

Financial statement net income                                                         $3,884,649        $ 334,034
Increase (decrease) in net income resulting from:
Depreciation expense for financial reporting purposes in excess of
amounts for income tax purposes                                                    949,631           82,618
Rental income accrued for financial reporting purposes in excess of
amounts for income tax purposes                                                   (789,599)         (35,427)
Expenses deductible when paid for income tax purposes, accrued for
financial reporting purposes                                                        49,906            1,634
----------        ---------
Income tax basis net income                                              $4,094,587        $ 382,859
==========        =========

184

The Operating Partnership's income tax basis partners' capital at December 31,
1999 and 1998 is computed as follows:

1999                1998
------------         -----------

Financial statement partners' capital                                             $116,015,595         $27,421,687
Increase (decrease) in partners' capital resulting from:
Depreciation expense for financial reporting purposes in excess of
amounts for income tax purposes                                               1,032,249              82,618
Capitalization of syndication costs for income tax purposes, which
are accounted for as cost of capital for financial reporting
purposes                                                                     12,896,312           3,942,545
Accumulated rental income accrued for financial reporting purposes
in excess of amounts for income tax purposes                                   (825,026)            (35,427)
Accumulated expenses deductible when paid for income tax purposes,
accrued for financial reporting purposes                                         51,540               1,634
Dividends payable                                                                2,166,701             408,176
------------         -----------
Income tax basis partners' capital                                                $131,337,371         $31,821,233
============         ===========

7.  RENTAL INCOME

The future minimum rental income due from the Operating Partnership's direct
investment in real estate or its respective ownership interest in the joint
ventures under noncancelable operating leases at December 31, 1999 is as
follows:

Year ended December 31:
2000                                $ 11,737,408
2001                                  11,976,253
2002                                  12,714,291
2003                                  12,856,557
2004                                  12,581,882
Thereafter                               54,304,092
------------
$116,170,483
============

Three tenants contributed 32%, 16%, and 15% of rental income for the year ended
December 31, 1999. In addition, four tenants will contribute 34%, 20%, 17%, and
11% of future minimum rental income.

The future minimum rental income due the Fund IX, X, XI, and REIT Joint Venture
under noncancelable operating leases at December 31, 1999 is as follows:

Year ended December 31:
2000                                 $ 3,666,570
2001                                   3,595,686
2002                                   3,179,827
2003                                   3,239,080
2004                                   3,048,152
Thereafter                                5,181,003
-----------
$21,910,318
===========

Four tenants contributed 25%, 18%, 13%, and 12% of rental income for the year
ended December 31, 1999. In addition, four tenants will contribute 28%, 22%,
15%, and 10% of future minimum rental income.

185

The future minimum rental income due Wells/Orange County Associates under
noncancelable operating leases at December 31, 1999 is as follows:

Year ended December 31:
2000                              $  758,964
2001                                 809,580
2002                                 834,888
2003                                 695,740
----------
$3,099,172
==========

One tenant contributed 100% of rental income for the year ended December 31,
1999 and will contribute 100% of future minimum rental income.

The future minimum rental income due Wells/Fremont Associates under
noncancelable operating leases at December 31, 1999 is as follows:

Year ended December 31:
2000                              $  869,492
2001                                 895,577
2002                                 922,444
2003                                 950,118
2004                                 894,833
----------
$4,532,464
==========

One tenant contributed 100% of rental income for the year ended December 31,
1999 and will contribute 100% of future minimum rental income.

The future minimum rental income due from XI, XII and REIT under noncancelable
operating leases at December 31, 1999 is a follows:

Year ended December 31:
2000                             $ 3,085,362
2001                               3,135,490
2002                               3,273,814
2003                               3,367,231
2004                               3,440,259
Thereafter                            9,708,895
-----------
$26,011,051
===========

Four tenants contributed approximately 34%, 22%, 22%, and 12% of rental income
for the year ended December 31, 1999. In addition, four tenants will contribute
approximately 30%, 27%, 22%, and 18% of future minimum rental income.

8.  NOTES PAYABLE

At December 31, 1999, the Operating Partnership had outstanding debt of
$23,929,228. Of this amount, $11,430,696 was borrowed under a construction loan
with Bank of America in order to finance the construction of a new building for
Matsushita Avionics (the "Matsushita Project") and improvements for the AT&T
Building. This loan is secured by the Matsushita Project and matures on May 10,
2001. The remaining $12,498,532 was borrowed against the revolving line of
credit from SouthTrust Bank, which is collateralized by the PwC Building and
matures on December 31, 2000. Interest is paid monthly and accrued at a variable
rate based on LIBOR plus 200 basis points for both of these debt instruments.
During 1999, the Company paid and capitalized interest costs of $847,451 and
$463,873, respectively. The estimated fair value of these notes approximates
their carrying value.

186

The Operating Partnership also has a $9,825,000 line of credit from Bank of
America, which bears interest at a variable rate based on LIBOR plus 200 basis
points. No balance was outstanding at December 31, 1999 under this line of
credit.

9.  COMMITMENTS AND CONTINGENCIES

On February 18, 1999, the Operating Partnership entered into a rental income
guaranty agreement with Fund VIII and IX Associates (the "joint venture"),
whereby the Operating Partnership guaranteed that the joint venture would
receive rental income on the existing Matsushita Building, equal to at least the
rent and building expenses that the joint venture would have received from
Matsushita Avionics over the remaining term of the existing lease. Matsushita
Avionics vacated the building on January 3, 2000, while the existing lease term
extends through September 2003. The Company paid approximately $61,000 to the
joint venture related to the rental income and building expenses due from
Matsushita Avionics for the remainder of January 2000. Such payments are made
from the Company's operating cash flow and reduce cash available for dividends.

On July 22, 1999, the Operating Partnership purchased a 7.49 acre tract of land
located in Midlothian, Chesterfield County, Virginia for the purpose of
constructing a four-story, 100,000 rentable square foot office building (the
"ABB Project"). The Operating Partnership entered into an office lease with ABB
Power Generation, Inc. ("ABB"), pursuant to which ABB has agreed to lease the
ABB Project upon its completion.

Management, after consultation with legal counsel, is not aware of any
significant litigation or claims against the Company, the Operating Partnership,
or the Advisor. In the normal course of business, the Company, the Operating
Partnership, or the Advisor may become subject to such litigation or claims.

10.  COMMON STOCK OPTION PLAN

The Wells Real Estate Investment Trust, Inc. Independent Director Stock Option
Plan ("the Plan") provides for grants of stock to be made to independent
nonemployee directors of the Company. Options to purchase 2,500 shares of common
stock at $12 per share are granted upon initially becoming an independent
director of the Company. Of these shares, 20% are exercisable immediately on the
date of grant. An additional 20% of these shares become exercisable on each
anniversary following the date of grant for a period of four years. Effective on
the date of each annual meeting of shareholders of the Company, beginning in
2000, each independent director will be granted an option to purchase 1,000
additional shares of common stock. These options vest at the rate of 500 shares
per full year of service thereafter. All options granted under the Plan expire
no later than the date immediately following the tenth anniversary of the date
of grant and may expire sooner in the event of the disability or death of the
optionee or if the optionee ceases to serve as a director.

The Company has adopted the disclosure provisions in SFAS No. 123, "Accounting
for Stock-Based Compensation." As permitted by the provisions of SFAS No. 123,
the Company applies Accounting Principles Board ("APB") Opinion No. 25 and the
related interpretations in accounting for its stock option plans and,
accordingly, does not recognize compensation cost.

187

A summary of the Company's stock option activity during 1999 is as follows:

Exercise
Number         Price
--------      -------- 

Outstanding at December 31, 1998                                     0           $ 0
Granted                                                     27,500            12
--------      --------
Outstanding at December 31, 1999                                27,500           $12
========      ======== 
Outstanding options exercisable as of December 31, 1999          5,500           $12
========      ========

The weighted average remaining contractual life of options outstanding at
December 31, 1999 is approximately 9.5 years. Based on the terms of the options,
the fair value of the options granted during 1999 is $0.

11.  QUARTERLY RESULTS (UNAUDITED)

Presented below is a summary of the unaudited quarterly financial information
for the years ended December 31, 1999 and 1998:

1999 Quarters Ended
--------------------------------------------------------------
March 31         June 30       September 30      December 31
----------      ------------   -------------     -------------

Revenues                                             $988,000        $1,204,938      $1,803,352       $2,499,105
Net income                                            393,438           601,975       1,277,019        1,612,217
Basic and diluted earnings per share                 $   0.10        $     0.09      $     0.18       $     0.13
Dividends per share                                      0.17              0.17            0.18             0.18

1998 Quarters Ended
--------------------------------------------------------------
March 31         June 30       September 30      December 31
----------      ------------   -------------     -------------

Revenues                                                $   0           $10,917         $73,292         $310,969 
Net income                                                  0            10,899          62,128          261,007 
Basic and diluted earnings per share                    $0.00           $  0.16         $  0.06         $   0.18 
Dividends per share                                      0.00              0.00            0.15             0.16 

188

WELLS REAL ESTATE INVESTMENT TRUST, INC.
AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

ASSETS

September 30,        December 31,
2000                1999
--------------      -------------

REAL ESTATE, at cost:
Land                                                                            $ 21,695,304       $ 14,500,822
Building and improvements, less accumulated depreciation of
$6,810,792 in 2000 and $1,726,103 in 1999                                     188,671,038         81,507,040
Construction in progress                                                             295,517         12,561,459
--------------      -------------
Total real estate                                                   210,661,859        108,569,321
--------------      -------------
INVESTMENT IN JOINT VENTURES (NOTE 2)                                                 36,708,242         29,431,176

DUE FROM AFFILIATES                                                                      859,515            648,354

CASH AND CASH EQUIVALENTS                                                             12,257,161          2,929,804

DEFERRED PROJECT COSTS (Note 1)                                                          471,005             28,093

DEFERRED OFFERING COSTS (Note 1)                                                       1,108,206            964,941

PREPAID EXPENSES AND OTHER ASSETS                                                      6,344,905          1,280,601
--------------      -------------
Total assets                                                       $268,410,893       $143,852,290
==============      =============

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
Accounts payable and accrued expenses                                           $    975,821       $    461,300
Notes payable (Note 3)                                                            38,909,030         23,929,228
Due to affiliates (Note 4)                                                         1,372,508          1,079,466
Dividends payable                                                                  4,475,982          2,166,701
--------------      -------------
Total liabilities                                                    45,733,341         27,636,695
--------------      -------------

COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST OF UNIT HOLDER IN OPERATING PARTNERSHIP                                200,000            200,000
--------------      -------------
SHAREHOLDERS' EQUITY:
Common shares, $.01 par value; 40,000,000 shares authorized, 26,174,825
shares issued and outstanding at September 30, 2000 and
13,471,085 shares issued and outstanding at December 31, 1999                     261,748            134,710
Additional paid-in capital                                                       222,215,804        115,880,885
Retained earnings                                                                          0                  0
--------------      -------------
Total shareholders' equity                                          222,477,552        116,015,595
--------------      -------------
Total liabilities and shareholders' equity                         $268,410,893       $143,852,290
==============      =============

See accompanying condensed notes to financial statements.

189

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended                  Nine Months Ended
-------------------------------     ------------------------------
September 30,     September 30,     September 30,    September 30,
2000              1999              2000              1999
-------------     -------------     -------------    ------------- 

REVENUES:
Rental income                                 $5,819,968        $1,227,144       $13,712,371       $2,806,158
Equity in income of joint ventures               635,065           384,887         1,684,247          783,065
Interest income                                  131,578           191,321           338,020          407,067
-------------     -------------     -------------    ------------- 
6,586,611         1,803,352        15,734,638        3,996,290
-------------     -------------     -------------    ------------- 
EXPENSES:                                      
Operating costs, net of                    
reimbursements                                 289,140           (75,997)          631,407          (46,381)
Management and leasing fees                      381,766            68,823           919,630          150,908
Depreciation                                   2,155,366           423,760         5,084,689        1,036,003
Administrative costs                              41,626            21,076           273,484           91,016
Legal and accounting                              32,883            22,187           130,603           78,637
Computer costs                                     2,353             2,119             8,846            8,182
Amortization of loan costs                        64,016             2,433           150,143            6,488
Interest expense                               1,094,233            61,932         2,798,299          399,005
-------------     -------------     -------------    ------------- 
4,061,383           526,333         9,997,101        1,723,858
-------------     -------------     -------------    ------------- 
NET INCOME                                        $2,525,228        $1,277,019        $5,737,537       $2,272,432
=============     =============     =============    =============
BASIC AND DILUTED EARNINGS PER SHARE              $     0.11        $     0.18        $     0.30        $    0.37
=============     =============     =============    =============

See accompanying condensed notes to financial statements.

190

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEAR ENDED DECEMBER 31, 1999

AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000

Additional                        Total
Common Stock             Paid-In         Retained     Shareholders'
------------------------
Shares         Amount        Capital         Earnings        Equity
-----------    ---------    -------------    -----------    ------------- 

BALANCE, December 31, 1998                3,154,136    $  31,541    $  27,056,112    $   334,034    $  27,421,687

Issuance of common stock              10,316,949      103,169      103,066,321              0      103,169,490
Net income                                     0            0                0      3,884,649        3,884,649
Dividends ($.70 per share)                     0            0       (1,346,240)    (4,218,683)      (5,564,923)
Sales commission                               0            0       (9,801,197)             0       (9,801,197)
Other offering expenses                        0            0       (3,094,111)             0       (3,094,111)
-----------    ---------    -------------    -----------    ------------- 
BALANCE, December 31, 1999               13,471,085      134,710      115,880,885              0      116,015,595

Issuance of common stock              12,769,524      127,695      127,567,548              0      127,695,243
Net income                                     0            0                0      5,737,537        5,737,537
Dividends ($.544 per share)                    0            0       (4,695,767)    (5,737,537)     (10,433,304)
Sales commission                               0            0      (12,068,553)             0      (12,068,553)
Other offering expenses                        0            0       (3,811,122)             0       (3,811,122)
Common stock retired                     (65,784)        (657)        (657,187)             0         (657,844)
-----------    ---------    -------------    -----------    ------------- 
BALANCE, September 30, 2000              26,174,825    $ 261,748    $ 222,215,804    $         0    $ 222,477,552
===========    =========    =============    ===========    ============= 

See accompanying condensed notes to financial statements.

191

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended
------------------------------------
September 30,      September 30,
----------------   -----------------
2000              1999    

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                     $    5,737,537      $  2,272,432
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation                                                                  5,084,689         1,036,003
Amortization of loan costs                                                      150,143             6,488
Equity in income of joint ventures                                           (1,684,247)         (783,065)
Changes in assets and liabilities:
Accounts payable                                                             514,521           326,166
Increase in prepaid expenses and other assets                             (5,214,447)         (667,823)
Increase due to affiliates                                                   149,777            82,901
--------------      ------------
Net cash provided by operating activities                               4,737,973         2,273,102
--------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in real estate                                                       (103,469,511)      (55,913,594)
Investment in joint ventures                                                       (7,612,005)      (17,641,421)
Deferred project costs                                                             (4,446,307)       (2,692,478)
Distributions received from joint ventures                                          2,103,704           826,822
--------------      ------------
Net cash used in  investing activities                               (113,424,119)      (75,420,671)
--------------      ------------
Cash flows from financing activities:
Proceeds from note payable                                                         67,883,130        25,598,666
Repayment of note payable                                                         (52,903,328)      (22,732,539)
Dividends paid                                                                     (8,124,023)       (2,159,649)
Issuance of common stock                                                          127,695,243        76,927,944
Sales commissions paid                                                            (12,068,553)       (7,308,155)
Offering costs paid                                                                (3,811,122)       (2,307,838)
Common stock retired                                                                 (657,844)                0
--------------      ------------
Net cash provided by financing activities                             118,013,503        68,018,429
--------------      ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                              9,327,357        (5,129,140)

CASH AND CASH EQUIVALENTS, beginning of year                                           2,929,804         7,979,403
--------------      ------------
CASH AND CASH EQUIVALENTS, end of period                                           $  12,257,161      $  2,850,263
==============      ============ 

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
Deferred project costs applied to joint ventures                            $      295,680      $    735,056
==============      ============ 

Deferred project costs applied to real estate                               $    3,707,715      $  2,273,411
==============      ============ 

Decrease in deferred offering cost accrual                                  $     (143,265)     $   (200,640)
==============      ============ 

See accompanying condensed notes to financial statements.

192

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2000

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) General

Wells Real Estate Investment Trust, Inc. (the "Company" or "Registrant") is a
Maryland corporation formed on July 3, 1997. The Company is the sole general
partner of Wells Operating Partnership, L.P. ("Wells OP"), a Delaware limited
partnership organized for the purpose of acquiring, developing, owning,
operating, improving, leasing, and otherwise managing for investment purposes
income-producing commercial properties.

On January 30, 1998, the Company commenced a public offering of up to 16,500,000
shares of common stock at $10 per share pursuant to a Registration Statement on
Form S-11 under the Securities Act of 1933. The Company commenced active
operations on June 5, 1998, when it received and accepted subscriptions for
125,000 shares. The Company terminated its initial public offering on December
19, 1999, and on December 20, 1999, the Company commenced a second follow-on
public offering of up to 22,200,000 shares of common stock at $10 per share. As
of September 30, 2000, the Company had sold 26,240,610 shares for total capital
contributions of $262,406,096. After payment of $9,161,189 in acquisition and
advisory fees and acquisition expenses, payment of $32,718,532 in selling
commissions and organization and offering expenses, capital contributions and
acquisition expenditures by Wells OP of $211,641,497 in property acquisitions
and common stock redemptions of $657,844 pursuant to the Company's share
redemption program, the Company was holding net offering proceeds of $8,227,034
available for investment in properties. An additional $38,909,030 was spent for
acquisition expenditures and was funded by loans from various lending
institutes.

Wells OP owns interest in properties both directly and through equity ownership
in the following joint ventures: (i) the Fund IX-X-XI-REIT Joint Venture, a
joint venture among Wells OP and Wells Real Estate Fund IX, L.P., Wells Real
Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P. (the "Fund IX-X-XI-REIT
Joint Venture"), (ii) Wells/Fremont Associates (the "Fremont Joint Venture"), a
joint venture between Wells OP and Fund X and Fund XI Associates, which is a
joint venture between Wells Real Estate Fund X, L.P. and Wells Real Estate Fund
XI, L.P. (the "Fund X-XI Joint Venture"), (iii) Wells/Orange County Associates
(the "Cort Joint Venture") a joint venture between Wells OP and the Fund X-XI
Joint Venture, (iv) the Fund XI-XII-REIT Joint Venture, a joint venture among
Wells OP, Wells Real Estate Fund XI, L.P., and Wells Real Estate Fund XII, L.P.
(the "Fund XI-XIII-REIT Joint Venture"), (v) the Fund XII-REIT Joint Venture, a
joint venture between Wells OP and Wells Real Estate Fund XII, L.P. (the "Fund
XII-REIT Joint Venture"), and (vi) the Fund VIII-IX-REIT Joint Venture, a joint
venture between Wells OP and the Fund VIII-IX Joint Venture.

As of September 30, 2000, Wells OP owned interest in the following properties
either directly or through its interests in joint ventures: (i) a three-story
office building in Knoxville, Tennessee (the "ABB-Knoxville Building"); (ii) a
two-story office building in Louisville, Colorado (the "Ohmeda Building"); (iii)
a three-story office building in Broomfield, Colorado (the "360 Interlocken
Building"); (iv) a one-story office building in Oklahoma City, Oklahoma (the
"AVAYA Building"); (v) a one-story warehouse and office building in Ogden, Utah
(the "Iomega Building"), all five of which are owned by the Fund IX-X-XI-REIT
Joint Venture; (vi) a two-story warehouse office building in Fremont, California
(the "Fremont Building"), which is owned by the Fremont Joint Venture; (vii) a
one-story warehouse and office building in Fountain Valley, California (the
"Cort Building"), which is owned by the Cort Joint Venture; (viii) a four-story
office building in Tampa, Florida (the "PWC Building"); (ix) a four-story office
building in Harrisburg, Pennsylvania (the "AT&T Building"), which are owned
directly by Wells OP; (x) a two-story manufacturing and office building located
in Fountain Inn, South Carolina (the "EYBL

193

CarTex Building"); (xi) a three-story office building located in Leawood, Kansas
(the "Sprint Building"); (xii) a one story office building and warehouse in
Tredyffrin Township, Pennsylvania (the "Johnson Matthey Building"); (xiii) a 
two-story office building in Ft. Meyers, Florida (the "Gartner Building"), all
four of which are owned by Fund XI-XII-REIT Joint Venture; (xiv) a two-story
office building located in Lake Forest, California (the "Matsushita Project");
(xv) a four-story office building in Richmond, Virginia (the "Alstom Power-
Richmond Building"); (xvi) a two-story office building and warehouse in Wood
Dale, Illinois (the "Marconi Building"); (xvii) a five-story office building in
Plano, Texas (the "Cinemark Building"); (xviii) a three-story office building in
Tulsa, Oklahoma (the "Metris Building"); (xix) a two-story office building in
Scottsdale, Arizona (the "Dial Building"); (xx) a two-story office building in
Tempe, Arizona (the "ASML Building"); (xxi) a two-story office building in
Tempe, Arizona (the "Motorola Building"); (xxii) a two-story office building in
Tempe, Arizona (the "Avnet Building"); (xxiii) a three-story office building in
Troy, Michigan (the "Delphi Building"); all ten of which are owned directly by
Wells OP; (xxiv) a three-story office building in Troy, Michigan (the "Siemens
Building"), which is owned by the Fund XII-REIT Joint Venture; and (xxv) a two-
story office building in Orange County, California (the "Quest Building"),
formerly the Bake Parkway Building, previously owned by Fund VIII-IX Joint
Venture, which is now owned by the Fund VIII-IX-REIT Joint Venture.

(b) Deferred Project Costs

The Company pays Acquisition and Advisory Fees and Acquisition Expenses to Wells
Capital, Inc., the Advisor, for acquisition and advisory services and as
reimbursement for acquisition expenses. These payments may not exceed 3 1/2% of
shareholders' capital contributions. Acquisition and Advisory Fees and
Acquisition Expenses paid as of September 30, 2000, amounted to $9,161,189 and
represented approximately 3 1/2% of shareholders' capital contributions
received. These fees are allocated to specific properties as they are purchased.

(c) Deferred Offering Costs

The Advisor pays all the offering expenses for the Company. The Advisor may be
reimbursed by the Company to the extent that such offering expenses do not
exceed 3% of shareholders' capital contributions.

(d) Employees

The Company has no direct employees. The employees of Wells Capital, Inc., the
Company's Advisor, perform a full range of real estate services including
leasing and property management, accounting, asset management and investor
relations for the Company.

(e) Insurance

Wells Management Company, Inc., an affiliate of the Company and the Advisor, 
carries comprehensive liability and extended coverage with respect to all the
properties owned directly and indirectly by the Company. In the opinion of
management of the registrant, the properties are adequately insured.

(f) Competition

The Company will experience competition for tenants from owners and managers of
competing projects which may include its affiliates. As a result, the Company
may be required to provide free rent; reduced charges for tenant improvements
and other inducements, all of which may have an adverse impact on results of
operations. At the time the Company elects to dispose of its properties, the
Company will also be in competition with sellers of similar properties to locate
suitable purchasers for its properties.

(g) Basis of Presentation

Substantially all of the Company's business is conducted through Wells OP. At
December 31, 1997, the Wells OP had issued 20,000 limited partner units to Wells
Capital, Inc., the Advisor, in exchange for a capital contribution of $200,000.
The Company is the sole general partner in Wells OP; consequently, the
accompanying consolidated financial statements of the Company include the
amounts of both the Company and Wells OP.

194

The consolidated financial statements of the Company have been prepared in
accordance with instructions to Form 10-Q and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. These quarterly statements have not been
examined by independent accountants, but in the opinion of the Board of
Directors, the statements for the unaudited interim periods presented include
all adjustments, which are of a normal and recurring nature, necessary to
present a fair presentation of the results for such periods. For further
information, refer to the financial statements and footnotes included in the
Company's Form 10-K for the year ended December 31, 1999.

(h) Distribution Policy

The Company will make distributions (not including a return of capital for
federal income tax purposes) equal to at least 95% of its real estate investment
trusts taxable income through the taxable year 2000. It is the Company's policy
to make regular quarterly distributions to holders of the shares. Distributions
will be made to those shareholders who are shareholders as of the record date
selected by the Directors. Distributions will be declared on a daily basis and
paid on a quarterly basis during the Offering period and declared and paid
quarterly thereafter.

(i) Income Taxes

The Company has made an election under Section 856 (C) of the Internal Revenue
Code 1986, as amended (the "Code"), to be taxed as a Real Estate Investment
Trust ("REIT") under the Code beginning with its taxable year ended December 31,
1998. As a REIT for federal income tax purposes, the Company generally will not
be subject to federal income tax on income that it distributes to its
shareholders. If the Company fails to qualify as a REIT in any taxable year, it
will then be subject to federal income tax on its taxable income at regular
corporate rates and will not be permitted to qualify for treatment as a REIT for
federal income tax purposes for four years following the year during which
qualification is lost. Such an event could materially adversely affect the
Company's net income and net cash available to distribute to shareholders.
However, the Company believes that it is organized and operates in such a manner
as to qualify for treatment as a REIT and intends to continue to operate in the
foreseeable future in such a manner so that the Company will remain qualified as
a REIT for federal income tax purposes.

(j) Statement of Cash Flows

For the purpose of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents. Cash equivalents include cash and short-term
investments.

2.   INVESTMENTS IN JOINT VENTURES

The Company owned interests in 25 office buildings through its ownership in
Wells OP, which owns interest in six joint ventures. The Company does not have
control over the operations of these joint ventures; however, it does exercise
significant influence. Accordingly, investment in joint venture is recorded
using the equity method.

The following describes additional information about certain of the properties
in which the Company owns an interest as of September 30, 2000.

Fund VIII-IX-REIT Joint Venture

On June 15, 2000, the Fund VIII-IX-REIT Joint Venture was formed between Wells
OP and Fund VIII and Fund IX Associates, a Georgia joint venture partnership
between Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P.
(the "Fund VIII-IX Joint Venture"). On July 1, 2000, the Fund VIII-IX Joint
Venture contributed its interest in the Bake Parkway Building to the Fund
VIII-IX-REIT Joint Venture. The Bake Parkway Building is a two-story office
building containing approximately 65,006 rentable square feet on a 4.4-acre
tract of land in Irvine, California.

195

A 42-month lease for the entire Bake Parkway Building has been signed by Quest
Software, Inc. Occupancy occurred on August 1, 2000. Quest is a publicly traded
corporation that provides software database management and disaster recovery
services for its clients.

Construction of tenant improvements required under the Quest lease is
anticipated to cost approximately $1,250,000 and will be funded by Wells OP.

The Alstom Power-Richmond Building

On July 24, 2000, the Company completed a build-to-suit project of a 99,057
square-foot, four-story, office building. The Class "A" property is located at
5309 Commonwealth Centre Drive in Richmond, Virginia.

The $11.4 million acquisition is 100% owned by the Company and is leased to
Alstom Power, Inc. The tenant has signed a seven-year lease, which commenced on
July 24, 2000. Alstom Power is the world's largest power generation group.
Formerly ABB Power Generation and Alstom, the two companies merged in December
1999 to form ABB Alstom Power, Inc. and in June 2000 changed its name to Alstom
Power, Inc. The group employs 58,000 people in more than 100 countries.

The building is located on 7.49 acres within the Waterford Business Park. The
Waterford Park is a 20-acre office park in Chesterfield County.

3.   NOTES PAYABLE

Notes payable, as of September 30, 2000, consists of loans of (i) $9,181,877 due
to Bank of America secured by a first priority mortgage against the Matsushita
Property; (ii) $21,627,153 due to Bank of America secured by first mortgages on
the AT&T and Marconi buildings; (iii) $8,000,000 due to Richter-Schroeder
Company, Inc. secured by a first mortgage against the Metris Building; and (iv)
$100,000 due to Ryan Companies US, Inc. secured by a first mortgage on the Avnet
Building.

4.   DUE TO AFFILIATES

Due to affiliates consists of Acquisitions and Advisory Fees and Acquisition
Expenses, deferred offering costs, and other operating expenses paid by the
Advisor on behalf of the Company. Also included in Due to Affiliates is the
Matsushita lease guarantee which is explained in detail in the Company's Form
10-K for the year ended December 31, 1999. Payments of $542,645 have been made
as of September 30, 2000 toward fulfilling the Matsushita agreement.

196

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the DIAL BUILDING for the year ended December 31, 1999. This
financial statement is the responsibility of management. Our responsibility is
to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit also
includes assessing the accounting principles used and significant estimates made
by management as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the Dial
Building after acquisition by the Wells Operating Partnership, L.P. (on behalf
of Wells Real Estate Investment Trust, Inc.). The accompanying statement of
revenues over certain operating expenses was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and is not intended to be a complete presentation of the Dial
Building's revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the Dial Building for the year ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
April 10, 2000

197

DIAL BUILDING

STATEMENT OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

RENTAL REVENUES                                               $ 1,388,868

OPERATING EXPENSES, net of reimbursements                               0
-----------   
REVENUES OVER CERTAIN OPERATING EXPENSES                      $ 1,388,868
-----------

The accompanying notes are an integral part of this statement.

198

DIAL BUILDING

NOTES TO STATEMENT OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On March 29, 2000, the Wells Operating Partnership L.P. ("Wells OP"), a Delaware
Limited Partnership formed to acquire, own, lease, operate and manage real
properties on behalf of the Wells Real Estate Investment Trust, Inc., acquired
the Dial Building from Ryan Companies US, Inc. ("Ryan"). Ryan is not an
affiliate of Wells OP. The purchase price of the Dial Building was $14,250,000.
Wells OP incurred additional acquisition expenses in connection with the
purchase of the Dial Building, including attorney's fees, recording fees, loan
fees, and other closing costs, of approximately $35,712. The funds used to
purchase the Dial Building consisted of cash and proceeds from Wells OP's lines
of credit with SouthTrust Bank, N.A. and Bank of America, N.A.

The entire 129,689 rentable square feet of the Dial Building is currently under
a net lease agreement (the "Lease") with Dial Corporation ("Dial"). The Lease
was assigned to Wells OP at closing. The Lease commenced on August 14, 1997 and
expires on August 31, 2008. Dial has the right to extend the Lease for two
additional five-year periods at 95% of the then-current fair market rental rate.
Under the Lease, Dial is required to pay as additional rent all real estate
taxes, special assessments, utilities, insurance, and other operating costs
associated with the Dial Building during the term of the Lease. In addition,
Dial is responsible for repair and maintenance of the roof, walls, structure,
and foundation, landscaping, and heating, ventilating, air conditioning,
mechanical, electrical, plumbing, and other systems.

Rental Revenues

Rental income from the lease is recognized on a straight-line basis over the
life of the lease.

2.   BASIS OF ACCOUNTING

The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis. This statement has been prepared in accordance
with the applicable rules and regulations of the Securities and Exchange
Commission for real estate properties acquired. Accordingly, the statement
excludes certain historical expenses, such as depreciation, interest, and
management fees, not comparable to the operations of the Dial Building after
acquisition by Wells OP.

199

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the ASML BUILDING for the year ended December 31, 1999. This
financial statement is the responsibility of management. Our responsibility is
to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit also
includes assessing the accounting principles used and significant estimates made
by management as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the ASML
Building after acquisition by the Wells Operating Partnership, L.P. (on behalf
of Wells Real Estate Investment Trust, Inc.). The accompanying statement of
revenues over certain operating expenses was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and is not intended to be a complete presentation of the ASML
Building's revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the ASML Building for the year ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
April 10, 2000

200

ASML BUILDING

STATEMENT OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

REVENUES:

Rental income                                           $1,849,908
Tenant reimbursements                                      242,143
------------     
Total revenues                                 2,092,051
------------     

OPERATING EXPENSES:
Ground lease                                               206,625
Insurance                                                    9,628
------------     
Total operating expenses                         216,253
------------     

REVENUES OVER CERTAIN OPERATING EXPENSES                    $1,875,798
============     

The accompanying notes are an integral part of this statement.

201

ASML BUILDING

NOTES TO STATEMENT OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On March 29, 2000, the Wells Operating Partnership L.P. ("Wells OP"), a Delaware
Limited Partnership formed to acquire, own, lease, operate, and manage real
properties on behalf of the Wells Real Estate Investment Trust, Inc., acquired
the ASML Building from Ryan Companies U.S., Inc. ("Ryan"). Ryan is not an
affiliate of Wells OP. The purchase price of the ASML Building was $17,355,000.
Wells OP incurred additional acquisition expenses in connection with the
purchase of the ASML Building, including attorney's fees, recording fees, loan
fees, and other closing costs, of approximately $48,875. The funds used to
purchase the ASML Building consisted of cash and proceeds obtained from Wells
OP's lines of credit with SouthTrust Bank, N.A. and Bank of America, N.A. Wells
OP also assumed a ground lease with Research Park on 9.51 acres. The ground
lease commenced August 22, 1997 and expires on December 31, 2082.

The entire 95,133 rentable square feet of the ASML Building is currently under a
net lease agreement (the "Lease") with ASML Lithography, Inc. ("ASML"). The
Lease was assigned to Wells OP at closing. The Lease commenced on June 4, 1998
and expires on June 30, 2013. ASML has the right to extend the Lease for two
additional five-year periods at the prevailing market rental rate, but in no
event less than the rate in force at the end of the preceding lease term. Under
the Lease, ASML is required to pay as additional rent the rent associated with
the ground lease described above and all real estate taxes, special assessments,
utilities, insurance, and other operating costs associated with the ASML
Building during the term of the Lease. In addition, ASML is responsible for
repair and maintenance of the roof, walls, structure, and foundation,
landscaping, and the heating, ventilating, air conditioning, mechanical,
electrical, plumbing, and other systems.

Rental Revenues

Rental income from the lease is recognized on a straight-line basis over the
life of the lease.

2.   BASIS OF ACCOUNTING

The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis. This statement has been prepared in accordance
with the applicable rules and regulations of the Securities and Exchange
Commission for real estate properties acquired. Accordingly, the statement
excludes certain historical expenses, such as depreciation, interest, and
management fees, not comparable to the operations of the ASML Building after
acquisition by Wells OP.

202

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the MOTOROLA BUILDING for the year ended December 31, 1999. This
financial statement is the responsibility of management. Our responsibility is
to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit also
includes assessing the accounting principles used and significant estimates made
by management as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the Motorola
Building after acquisition by the Wells Operating Partnership, L.P. (on behalf
of Wells Real Estate Investment Trust, Inc.). The accompanying statement of
revenues over certain operating expenses was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and is not intended to be a complete presentation of the Motorola
Building's revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the Motorola Building for the year ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
April 10, 2000

203

MOTOROLA BUILDING

STATEMENT OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

REVENUES:
Rental income                                                    $1,817,366
Tenant reimbursements                                               290,287
----------
Total revenues                                          2,107,653
----------

OPERATING EXPENSES:                                                  
Ground lease                                                        243,826
Insurance                                                            11,951
----------
Total operating expenses                                  255,777
----------

REVENUES OVER CERTAIN OPERATING EXPENSES                             $1,851,876
==========

The accompanying notes are an integral part of this statement.

204

MOTOROLA BUILDING

NOTES TO STATEMENT OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On March 29, 2000, the Wells Operating Partnership L.P. ("Wells OP"), a Delaware
Limited Partnership formed to acquire, own, lease, operate and manage real
properties on behalf of the Wells Real Estate Investment Trust, Inc., acquired
the Motorola Building from Ryan Companies US, Inc. ("Ryan"). Ryan is not an
affiliate of Wells OP. The purchase price of the Motorola Building was
$16,000,000. Wells OP incurred additional acquisition expenses in connection
with the purchase of the Motorola Building, including attorney's fees, recording
fees, loan fees, and other closing costs, of approximately $36,622. The funds
used to purchase the Motorola Building consisted of cash and proceeds obtained
from Wells OP's lines of credit with SouthTrust Bank, N.A. and Bank of America,
N.A. In addition, $5,000,000 in loan proceeds were provided by Ryan as seller
financing. Wells OP also assumed a ground lease with Research Park on 12.44
gross acres. The ground lease commenced November 19, 1997 and expires on
December 31, 2082.

The entire 133,225 rentable square feet of the Motorola Building is currently
under a net lease agreement (the "Lease") with Motorola, Inc. ("Motorola"). The
Lease was assigned to Wells OP at closing. The initial term of the Lease is
seven years, which commenced on August 17, 1998 and expires on August 31, 2005.
Motorola has the right to extend the Lease for four additional five-year periods
at the prevailing market rental rate. Under the lease, Motorola is required to
pay as additional rent the rent associated with the ground lease described above
and all real estate taxes, special assessments, utilities, insurance, and other
operating costs associated with the Motorola Building during the term of the
Lease. In addition, Motorola's responsible for repair and maintenance of the
roof, walls, structure, and foundation, landscaping, and the heating,
ventilating, air conditioning, mechanical, electrical, plumbing, and other
systems.

Rental Revenues

Rental income from the lease is recognized on a straight-line basis over the
life of the lease.

2.   BASIS OF ACCOUNTING

The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis. This statement has been prepared in accordance
with the applicable rules and regulations of the Securities and Exchange
Commission for real estate properties acquired. Accordingly, the statement
excludes certain historical expenses, such as depreciation, interest, and
management fees, not comparable to the operations of the Motorola Building after
acquisition by Wells OP.

205

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the MOTOROLA PLAINFIELD BUILDING for the year ended December 31,
1999. This financial statement is the responsibility of management. Our
responsibility is to express an opinion on this financial statement based on our
audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit also
includes assessing the accounting principles used and significant estimates made
by management as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the Motorola
Plainfield Building after acquisition by the Wells Operating Partnership, L.P.
(on behalf of Wells Real Estate Investment Trust, Inc.). The accompanying
statement of revenues over certain operating expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission and is not intended to be a complete presentation of the
Motorola Plainfield Building's revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the Motorola Plainfield Building for the year ended December 31,
1999, in conformity with accounting principles generally accepted in the United
States.

/s/ Arthur Andersen LLP

Atlanta, Georgia
November 30, 2000

206

MOTOROLA PLAINFIELD BUILDING

STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31,1999

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)

September 30,    December 31, 
2000            1999
------------     ------------
(unaudited)

RENTAL REVENUES                                     $770,000        $2,310,000

OPERATING EXPENSES, net of reimbursements             73,739            10,916
--------        ----------
REVENUES OVER CERTAIN OPERATING EXPENSES            $696,261        $2,299,084
========        ==========

The accompanying notes are an integral part of these statements.

207

MOTOROLA PLAINFIELD BUILDING

NOTES TO STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On November 1, 2000, the Wells Operating Partnership L.P. ("Wells OP"), a
Delaware Limited Partnership formed to acquire, own, lease, operate and manage
real properties on behalf of the Wells Real Estate Investment Trust, Inc.,
acquired the Motorola Plainfield Building from WHMAB Real Estate Limited
Partnership ("WHMAB"). WHMAB is not an affiliate of Wells OP. The total purchase
price of the Motorola Plainfield Building was $34,072,916, which includes an
obligation of WHMAB assumed by Wells OP at closing to reimburse the tenant,
Motorola, Inc. ("Motorola"), a maximum of $424,760 for certain rent payments
required of it under its prior lease. Wells OP incurred additional acquisition
expenses in connection with the purchase of the Motorola Plainfield Building,
including attorney's fees, recording fees, loan fees, and other closing costs,
of approximately $105,225. The funds used to purchase the Motorola Plainfield
Building consisted of cash and proceeds from Wells OP's line of credit with
SouthTrust Bank, N.A.

The entire 236,710 rentable square feet of the Motorola Plainfield Building is
currently under a net lease agreement (the "Lease") with Motorola. The Lease was
assigned to Wells OP at closing. The Lease commenced on November 1, 2000 and
expires on October 31, 2010. Motorola has the right to extend the Lease for two
additional five-year periods of time for a base rent equal to the greater of (i)
the last year's rent, or (ii) 95% of the then-current fair market rental rate.
Under the Lease, Motorola is required to pay as additional rent all real estate
taxes, special assessments, utilities, insurance, and other operating costs
associated with the Motorola Plainfield Building during the term of the Lease.
In addition, Motorola is responsible for repair and maintenance of the roof,
walls, structure, and foundation, landscaping, and heating, ventilating, air
conditioning, mechanical, electrical, plumbing, and other systems.

Prior to commencement of the Lease with Motorola, 220,000 rentable square feet
of the Motorola Plainfield Building was under a net lease agreement (the
"Previous Lease") with a tenant. The Previous Lease commenced on May 14, 1997
and expired on April 30, 2000. Under the Previous Lease, the tenant was required
to pay as additional rent all real estate taxes, special assessments, utilities,
insurance, and other operating costs associated with the Motorola Plainfield
Building during the term of the Previous Lease. In addition, the tenant was
responsible for repair and maintenance of the roof, walls, structure, and
foundation, landscaping, and heating, ventilating, air conditioning, mechanical,
electrical, plumbing, and other systems.

The Motorola Plainfield Building did not have any tenants for the period from
May 1, 2000 to October 31, 2000.

Rental Revenues

Rental income from leases is recognized on a straight-line basis over the life
of the lease.

208

2.   BASIS OF ACCOUNTING

The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis. This statement has been prepared in accordance
with the applicable rules and regulations of the Securities and Exchange
Commission for real estate properties acquired. Accordingly, the statement
excludes certain historical expenses, such as depreciation, interest, and
management fees, not comparable to the operations of the Motorola Plainfield
Building after acquisition by Wells OP.

209

WELLS REAL ESTATE INVESTMENT TRUST, INC.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The following unaudited pro forma balance sheet as of September 30, 2000 has
been prepared to give effect to the acquisition of the Motorola Plainfield
Building by the Wells Operating Partnership, L.P. ("Wells OP"), as if the
acquisition occurred as of September 30, 2000. The following unaudited pro forma
statements of income for the year ended December 31, 1999 and the nine months
ended September 30, 2000 have been prepared to give effect to the acquisition of
the Dial Building, the ASML Building, and the Motorola Tempe Building (together,
the "Prior Acquisitions") and the Motorola Plainfield Building by the Wells OP
as if each acquisition occurred on January 1, 1999.

Wells OP is a Delaware limited partnership that was organized to own and operate
properties on behalf of the Wells Real Estate Investment Trust, Inc. Wells Real
Estate Investment Trust, Inc. is the general partner of the Wells OP.

These unaudited pro forma financial statements are prepared for informational
purposes only and are not necessarily indicative of future results or of actual
results that would have been achieved had the acquisitions been consummated at
the beginning of the period presented.

210

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA BALANCE SHEET

SEPTEMBER 30, 2000

(Unaudited)

ASSETS

Wells Real
Estate                             
Investment        Pro Forma          Pro Forma
Trust, Inc.      Adjustments           Total  
-------------   --------------      -------------

REAL ESTATE ASSETS, AT COST:                               
Land                                                       $  21,695,304   $ 9,652,500(a)      $  31,750,313
402,509(b)
Buildings less accumulated depreciation of $6,810,792        188,671,038    24,525,641(a)        214,219,398
1,022,719(b)
Construction in progress                                         295,517             0               295,517
-------------   -----------         -------------
Total real estate assets                            210,661,859    35,603,369           246,265,228

INVESTMENT IN JOINT VENTURES                                     36,708,242             0            36,708,242

CASH AND CASH EQUIVALENTS                                        12,257,161   (10,753,381)(a)           466,584
(954,223)(b)
(82,973)(c)

DEFERRED OFFERING COSTS                                           1,108,206             0             1,108,206

DEFERRED PROJECT COSTS                                              471,005      (471,005)(b)                 0

DUE FROM AFFILIATES                                                 859,515             0               859,515

PREPAID EXPENSES AND OTHER ASSETS                                 6,344,905        82,973(c)          6,427,878
-------------   -----------         -------------
Total assets                                      $ 268,410,893   $23,424,760         $ 291,835,653
=============   ===========         =============

211

LIABILITIES AND SHAREHOLDERS' EQUITY

Wells Real
Estate                             
Investment        Pro Forma             Pro Forma    
Trust, Inc.      Adjustments              Total      
--------------   --------------        --------------  

LIABILITIES:                                                                                                        
Accounts payable and accrued expenses                     $      975,821   $   424,760(a), (d)   $    1,400,581  
Notes payable                                                 38,909,030    23,000,000(a)            61,909,030  
Dividends payable                                              4,475,982             0                4,475,982  
Due to affiliate                                               1,372,508             0                1,372,508  
--------------  ------------           -------------- 
Total liabilities                                    45,733,341    23,424,760               69,158,101  
--------------  ------------           -------------- 
COMMITMENTS AND CONTINGENCIES                                                                                       

MINORITY INTEREST OF UNIT HOLDER IN OPERATING PARTNERSHIP           200,000             0                  200,000  
--------------  ------------           -------------- 
SHAREHOLDERS' EQUITY:                                                                                               
Common shares, $.01 par value; 40,000,000 shares                                                                 
authorized, 13,471,085 shares issued and outstanding          261,748             0                  261,748  
Additional paid-in capital                                   222,215,804             0              222,215,804  
Retained earnings                                                      0             0                        0  
--------------  ------------           -------------- 
Total shareholders' equity                          222,477,552             0              222,477,552  
--------------  ------------           -------------- 
Total liabilities and shareholders' equity       $  268,410,893  $ 23,424,760           $  291,835,653   
==============  ============           ============== 

(a)  Reflects Wells Real Estate Investment Trust Inc.'s purchase
price for the building.

(b)  Reflects deferred project costs allocated to the land and
building at approximately 4.17% of the purchase price.

(c)  Reflects loan fees incurred in connection with the receipt
of loan proceeds from the SouthTrust Bank, N.A., line of
credit.

(d)  Reflects assumption of obligation of Wells OP to reimburse
the tenant of certain rent payments required of it under its
prior lease.

212

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 1999

(Unaudited)

Wells Real
Estate         Pro Forma Adjustments
---------------------
Investment       Prior         Motorola       Pro Forma
Trust, Inc.   Acquisitions    Plainfield        Total
-----------   ------------    ----------        -----

REVENUES:
Rental income                                           $4,735,184   $5,056,142(a)  $2,310,000(a)  $12,101,326
Equity in income of joint ventures                       1,243,969            0              0       1,243,969
Interest income                                            502,993            0              0         502,993
Other income                                                13,249            0              0          13,249
----------   ----------     ----------     -----------
6,495,395    5,056,142      2,310,000      13,861,537
----------   ----------     ----------     -----------
EXPENSES:
Depreciation and amortization                            1,726,103    1,842,818(b)   1,021,934(b)    4,614,561
23,706(c)

Interest                                                   442,029    2,758,350(d)   1,787,100(f)    5,437,479
450,000(e)

Operating costs, net of reimbursements                     (74,666)     (60,400)(g)     10,916(h)     (124,150)
Management and leasing fees                                257,744      282,116(i)     138,600(i)      678,460
General and administrative                                 123,776            0              0         123,776
Legal and accounting                                       115,471            0              0         115,471
Computer costs                                              11,368            0              0          11,368
Amortization of organizational costs                         8,921            0              0           8,921
----------   ----------     ----------     -----------
2,610,746    5,272,884      2,982,256      10,865,886
----------   ----------     ----------     -----------
NET INCOME                                                 $3,884,649   $ (216,742)    $ (672,256)    $ 2,995,651
==========   ==========     ==========     ===========

HISTORICAL EARNINGS PER SHARE (BASIC AND DILUTED)          $     0.50
==========

PRO FORMA EARNINGS PER SHARE (BASIC AND DILUTED)                                                      $      0.11(j)
===========

(a)  Rental income recognized on a straight-line basis.

(b)  Depreciation expense on the building using the straight-line
method and a 25-year life.

(c)  Amortization of loan costs over term of SouthTrust Bank, N.A.
line of credit.

(d)  Interest expense on the $9,000,000 line of credit with SouthTrust
Bank, N.A. and the $26,500,000 line of credit with Bank of
America, N.A., which bear interest at 7.77% for the year ended
December 31, 1999.

(e)  Interest expense on the $5,000,000 note payable with Ryan
Companies U.S., Inc., the seller, which bears interest at 9%.

(f)  Interest expense on the $23,000,000 line-of-credit with
SouthTrust Bank, N.A., which bears interest at 7.77% for the year
ended December 31, 1999.

(g)  Consists of ground lease and insurance expense for the ASML
Building and the Motorola Tempe Building, net of tenant
reimbursements.

(h)  Consists of non-reimbursable operating expenses.

(i)  Management and leasing fees equal approximately 6% of rental
income.

(j)  As of the property acquisition date of November 1, 2000, Wells
Real Estate Investment Trust, Inc. had 27,970,106 shares of
common stock outstanding; pro forma earnings per share is
calculated as if these shares were outstanding for the entire
year ended December 31, 1999.

213

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000

(Unaudited)

Wells Real
Estate         Pro Forma Adjustments
---------------------
Investment       Prior         Motorola       Pro Forma
Trust, Inc.   Acquisitions    Plainfield        Total
-----------   ------------    ----------        -----

REVENUES:
Rental income                                         $13,712,371   $1,440,432(a)   $   770,000(a)  $15,922,803
Equity in income of joint ventures                      1,684,247            0                0       1,684,247
Interest income                                           338,020            0                0         338,020
------------   ----------      -----------     ----------- 
15,734,638    1,440,432          770,000      17,945,070
------------   ----------      -----------     ----------- 
EXPENSES:
Depreciation and amortization                           5,084,689      460,704(b)       766,451(b)    6,329,624
17,780(c)

Interest                                                2,798,299      777,450(d)     1,546,620(f)    5,234,869
112,500(e)

Operating costs, net of reimbursements                    631,407      (15,099)(g)       73,739(h)      690,047
Management and leasing fees                               919,630       86,426(i)        46,200(i)    1,052,256
General and administrative                                273,484            0                0         273,484
Legal and accounting                                      130,603            0                0         130,603
Computer costs                                              8,846            0                0           8,846
Amortization of organizational costs                      150,143            0                0         150,143
------------   ----------      -----------     ----------- 
9,997,101    1,421,981        2,450,790      13,869,872
------------   ----------      -----------     ----------- 
NET INCOME                                              $  5,737,537   $   18,451      $(1,680,790)    $ 4,075,198
============   ==========      ===========     ===========

HISTORICAL EARNINGS PER SHARE (BASIC AND DILUTED)       $       0.30
============

PRO FORMA EARNINGS PER SHARE (BASIC AND DILUTED)                                                       $      0.15(j)
===========
REVENUES:

(a)  Rental income recognized on a straight-line basis.

(b)  Depreciation expense on the building using the straight-line
method and a 25-year life.

(c)  Amortization of loan costs over term of SouthTrust Bank, N.A.
line of credit.

(d)  Interest expense on the $9,000,000 line of credit with SouthTrust
Bank, N.A. and the $26,500,000 line of credit with Bank of
America, N.A., which bear interest at 8.76% for the nine months
ended September 30, 2000.

(e)  Interest expense on the $5,000,000 note payable with Ryan
Companies U.S., Inc., the seller, which bears interest at 9%.

(f)  Interest expense on the $23,000,000 line-of-credit with
SouthTrust Bank, N.A., which bears interest at 8.97% for the nine
months ended September 30, 2000.

(g)  Consists of ground lease and insurance expense for the ASML
Building and the Motorola Tempe Building, net of tenant
reimbursements.

(h)  Consists of non-reimbursable operating expenses.

(i)  Management and leasing fees equal approximately 6% of rental
income.

(j)  As of the property acquisition date of November 1, 2000, Wells
Real Estate Investment Trust, Inc. had 27,970,106 shares of
common stock outstanding; pro forma earnings per share is
calculated as if these shares were outstanding for the entire
nine months ended September 30, 2000.

214

PRIOR PERFORMANCE TABLES

The following Prior Performance Tables (Tables) provide information
relating to real estate investment programs sponsored by the advisor and its
affiliates (Wells Public Programs) which have investment objectives similar to
Wells Real Estate Investment Trust, Inc. (Wells REIT). (See "Investment
Objectives and Criteria.") All of the Wells Public Programs, except for the
Wells REIT, have used substantial amounts of capital, and no acquisition
indebtedness, to acquire their properties.

Prospective investors should read these Tables carefully together with
the summary information concerning the Wells Public Programs as set forth in
"Prior Performance Summary" section of this prospectus.

Investors in the Wells REIT will not own any interest in other Wells
Public Programs and should not assume that they will experience returns, if any,
comparable to those experienced by investors in the Wells Public Programs.

The advisor is responsible for the acquisition, operation, maintenance
and resale of the real estate properties. The financial results of the Wells
Public Programs thus provide an indication of the advisor's performance of its
obligations during the periods covered. However, general economic conditions
affecting the real estate industry and other factors contribute significantly to
financial results.

The following tables are included herein:

Table I - Experience in Raising and Investing Funds (As a Percentage of
Investment)

Table II - Compensation to Sponsor (in Dollars)

Table III - Annual Operating Results of Wells Public Programs

Table IV (Results of completed programs) and Table V (sales or
disposals of property) have been omitted since none of the Wells Public Programs
have sold any of their properties to date.

Additional information relating to the acquisition of properties by the
Wells Public Programs is contained in Table VI, which is included in Part II of
the registration statement which the Wells REIT has filed with the Securities
and Exchange Commission. As described above, no Wells Public Program has sold or
disposed of any property held by it. Copies of any or all information will be
provided to prospective investors at no charge upon request.

The following are definitions of certain terms used in the Tables:

"Acquisition Fees" shall mean fees and commissions paid by a Wells
Public Program in connection with its purchase or development of a property,
except development fees paid to a person not affiliated with the Wells Public
Program or with a general partner or advisor of the Wells Public Program in
connection with the actual development of a project after acquisition of the
land by the Wells Public Program.

215

"Organization Expenses" shall include legal fees, accounting fees,
securities filing fees, printing and reproduction expenses and fees paid to the
sponsor in connection with the planning and formation of the Wells Public
Program.

"Underwriting Fees" shall include selling commissions and wholesaling
fees paid to broker-dealers for services provided by the broker-dealers during
the offering.

216

TABLE I
(UNAUDITED)

EXPERIENCE IN RAISING AND INVESTING FUNDS

This Table provides a summary of the experience of the sponsors of
Wells Public Programs for which offerings have been completed since December 31,
1996. Information is provided with regard to the manner in which the proceeds of
the offerings have been applied. Also set forth is information pertaining to the
timing and length of these offerings and the time period over which the proceeds
have been invested in the properties. All figures are as of December 31, 1999.

Wells Real         Wells Real         Wells Real      Wells Real Estate
Estate Fund        Estate Fund        Estate Fund        Investment
IX, L.P.            X, L.P.           XI, L.P.          Trust, Inc.
--------            -------           --------          -----------

Dollar Amount Raised                              $35,000,000/(3)/  $ 27,128,912/(4)/   $ 16,532,802/(5)/  $ 132,181,919/(6)/
===========         ==========          ==========         ===========   

Percentage Amount Raised                                100.0%/(3)/          100%/(4)/           100%/(5)/           100%/(6)/

Less Offering Expenses                                                                                              
Underwriting Fees                                      10.0%              10.0%                9.5%                9.5%   
Organizational Expenses                                 5.0%               5.0%                3.0%                3.0%   
Reserves/(1)/                                             0.0%               0.0%                0.0%                0.0%    
----               ----                ----                ----      
Percent Available for Investment                       85.0%              85.0%               87.5%               87.5%     

Acquisition and Development Costs
Prepaid Items and Fees related to

Purchase of Property                                 2.0%               5.4%                0.0%                1.1%
Cash Down Payment                                      67.1%              60.5%               84.0%               82.0%
Acquisition Fees/(2)/                                   4.0%               4.0%                3.5%                3.5%
Development and Construction Costs                     11.9%              14.1%                0.0%                0.3%

Reserve for Payment of Indebtedness                       0.0%               0.0%                0.0%                0.0%
----               ----                ----                ----      

Total Acquisition and Development Cost                   85.0%              84.0%               87.5%               86.9%

Percent Leveraged                                         0.0%               0.0%                0.0%               17.6%
====               ====                ====                ====      

Date Offering Began                                  01/05/96           12/31/96             2/31/97            01/30/98  

Length of Offering                                     12 mo.             12 mo.              12 mo.              23 mo.

Months to Invest 90% of Amount Available                                                                           
for Investment (Measured from Beginning of             14 mo.             19 mo.              20 mo.              21 mo. 
Offering)

Number of Investors as of 12/31/99                      2,120              1,812               1,345               3,839

(1)  Does not include general partner contributions held as part of reserves.
(2)  Includes acquisition fees, real estate commissions, general contractor fees
and/or architectural fees paid to affiliates of the general partners.
(3)  Total dollar amount registered and available to be offered was $35,000,000.
Wells Real Estate Fund IX, L.P. closed its offering on December 30, 1996,
and the total dollar amount raised was $35,000,000.

217

(4)  Total dollar amount registered and available to be offered was $35,000,000.
Wells Real Estate Fund X, L.P. closed its offering on December 30, 1997,
and the total dollar amount raised was $27,128,912.
(5)  Total dollar amount registered and available to be offered was $35,000,000.
Wells Real Estate Fund XI, L.P. closed its offering on December 30, 1998,
and the total dollar amount raised was $16,532,802.
(6)  Total dollar amount registered and available to be offered was
$165,000,000. Wells Real Estate Investment Trust, Inc. closed its initial
offering on December 20, 1999, and the total dollar amount raised in its
initial offering was $132,181,919.

218

TABLE II
(UNAUDITED)
COMPENSATION TO SPONSOR

The following sets forth the compensation received by Wells Capital and
its affiliates, including compensation paid out of offering proceeds and
compensation paid in connection with the ongoing operations of Wells Public
Programs having similar or identical investment objectives the offerings of
which have been completed since December 31, 1996. These partnerships have not
sold or refinanced any of their properties to date. All figures are as of
December 31, 1999.

Wells Real
Wells Real     Wells Real     Wells Real      Estate           Other
Estate Fund    Estate Fund    Estate Fund   Investment        Public
IX, L.P.        X, L.P.       XI, L.P.     Trust, Inc.    Programs/(1)/
--------        -------       --------     ----------     -------------

Date Offering Commenced                               01/05/96       12/31/96       12/31/97        01/30/98             --

Dollar Amount Raised                                $35,000,000    $ 27,128,912   $ 16,532,802  $132,181,919   $206,241,095
to Sponsor from Proceeds of Offering:        
Underwriting Fees/(2)/                            $   309,556    $    260,748   $    151,911  $  1,530,882   $    924,156
Acquisition Fees                            
Real Estate Commissions                                   --              --            --             --             --
Acquisition and Advisory Fees/(3)/               $ 1,400,000    $  1,085,157   $    578,648  $  4,626,367   $ 10,159,399

Dollar Amount of Cash Generated from Operations 
Before Deducting Payments to Sponsor/(4)/          $  7,064,631   $  4,262,319   $  2,133,705  $  8,002,132   $ 38,076,886

Amount Paid to Sponsor from Operations:             $    169,661   $    105,410   $     22,200  $    129,208   $  1,434,957
Property Management Fee/(1)/                                 --             --             --            --             --
Partnership Management Fee                         $    133,784   $    105,132   $     61,058  $    101,605   $  1,613,725
Reimbursements                                     $    260,082   $    176,108   $     33,492  $    129,208   $  1,580,482
Leasing Commissions                                          --             --             --            --             --
General Partner Distributions                                --             --             --            --             --
Other                                        

Dollar Amount of Property Sales and Refinancing           
Payments to Sponsors:                                        --             --             --            --             --
Cash                                                        --             --             --            --             --
Notes                                                                      

Amount Paid to Sponsor from Property Sales                                   
and Refinancing:                                                            
Real Estate Commissions                                     --             --             --            --             --
Incentive Fees                                              --             --             --            --             --
Other                                                       --             --             --            --             --

(1)      Includes compensation paid to the general partners from Wells Real
Estate Fund I, Wells Real Estate Fund II, Wells Real Estate Fund II-OW,
Wells Real Estate Fund III, L.P., Wells Real Estate Fund IV, L.P.,
Wells Real Estate Fund V, L.P., Wells Real Estate Fund VI, L.P., Wells
Real Estate Fund VII, L.P., and Wells Real Estate Fund VIII, L.P.
during the past three years. In addition to the amounts shown,
affiliates of the general partners of Wells Real Estate Fund I are
entitled to certain property management and leasing fees but have
elected to defer the payment of such fees until a later year on
properties owned by Wells Real Estate Fund I. At December 31, 1999, the
amount of such deferred fees due the general partners totaled
$2,397,266.
(2)      Includes net underwriting compensation and commissions paid to Wells
Investment Securities, Inc. in connection with the offering which was
not reallowed to participating broker-dealers.
(3)      Fees paid to the general partners or their affiliates for acquisition
and advisory services in connection with the review and evaluation of
potential real property acquisitions.

219

(4)      Includes $487,134 in net cash provided by operating activities,
$6,013,970 in distributions to limited partners and $563,527 in
payments to sponsor for Wells Real Estate Fund IX, L.P.; $400,825 in
net cash provided by operating activities, $3,474,844 in distributions
to limited partners and $386,650 in payments to sponsor for Wells Real
Estate Fund X, L.P.; $(150,720) in net cash used by operating
activities, $2,167,675 in distributions to limited partners and
$116,750 in payments to sponsor for Wells Real Estate Fund XI, L.P.;
$3,732,726 in net cash provided by operating activities, $3,909,385 in
dividends and $360,021 in payments to sponsor for Wells Real Estate
Investment Trust, Inc.; and $2,167,163 in net cash provided by
operating activities, $31,280,559 in distributions to limited partners
and $4,629,164 in payments to sponsor for other public programs.

220

TABLE III
(UNAUDITED)

The following six tables set forth operating results of Wells Public
Programs the offerings of which have been completed since December 31, 1994. The
information relates only to public programs with investment objectives similar
to those of the Wells REIT. All figures are as of December 31 of the year
indicated.

221

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND VII, L.P.

1999          1998           1997          1996         1995
----          ----           ----          ----         ----

Gross Revenues/(1)/                                  $    982,630  $   846,306    $   816,237   $  543,291   $    925,246
Profit on Sale of Properties                                   --           --             --          --              --
Less: Operating Expenses/(2)/                              85,273       85,722         76,838       84,265        114,953
Depreciation and Amortization/(3)/                    1,562        6,250          6,250        6,250          6,250
------------  ------------   -----------   ----------   ------------ 
Net Income GAAP Basis/(4)/                           $    895,795  $   754,334    $   733,149   $  452,776   $    804,043
============  ===========    ===========   ==========   ============
Taxable Income: Operations                           $  1,255,666  $ 1,109,096    $ 1,008,368   $  657,443   $    812,402
============  ===========    ===========   ==========   ============
Cash Generated (Used By):
Operations                                              (82,763)     (72,194)       (43,250)      20,883        431,728
Joint Ventures                                        1,777,010    1,770,742      1,420,126      760,628        424,304
------------  ------------   -----------   ----------   ------------ 
$  1,694,247  $ 1,698,548    $ 1,376,876   $  781,511   $    856,032
Less Cash Distributions to Investors:
Operating Cash Flow                                   1,688,290    1,636,158      1,376,876      781,511        856,032   
Return of Capital                                            --           --          2,709       10,805         22,064   
Undistributed Cash Flow from Prior Year            
Operations                                                 --           --             --           --          9,643    
------------  ------------   -----------   ----------   ------------  
Cash Generated (Deficiency) after Cash                                                                                       
Distributions                                        $      5,957  $     62,390   $    (2,709)  $  (10,805)  $    (31,707)   

Special Items (not including sales and financing):                                                                           
Source of Funds:
General Partner Contributions                               --            --            --           --             --
Increase in Limited Partner Contributions         $         --  $         --   $        --   $       --   $    805,212
------------  ------------   -----------   ----------   ------------ 
$      5,957  $     62,390   $    (2,709)  $  (10,805)  $    773,505
Use of Funds:                                                                                              
Sales Commissions and Offering Expenses                      --            --            --           --   $    244,207
Return of Original Limited Partner's Investment              --            --            --           --            100
Property Acquisitions and Deferred Project Costs              0       181,070       169,172      736,960     14,971,002
------------  ------------   -----------   ----------   ------------ 
Cash Generated (Deficiency) after Cash                                                             
Distributions and Special Items                    $      5,957  $   (118,680)  $  (171,881)  $ (747,765)  $(14,441,804)
============  ============   ===========   ==========   ============

Net Income and Distributions Data per $1,000
Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)                                      93            85            86           62             57
- Operations Class A Units                                (248)         (224)         (168)         (98)           (20)
- Operations Class B Units                                  --            --            --           --             --
Capital Gain (Loss)
Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)                                                                                                          
- Operations Class A Units                                  89            82            78           55             55           
- Operations Class B Units                                (144)         (134)         (111)         (58)           (16)  
Capital Gain (Loss)                                         --            --            --           --             --           
Cash Distributions to Investors:                                                        
Source (on GAAP Basis)                                                                                                   
- Investment Income Class A Units                            83            81            70           43             52 
- Return of Capital Class A Units                            --            --            --           --             -- 
- Return of Capital Class B Units                            --            --            --           --             -- 
Source (on Cash Basis)                                                                                                  
- Operations Class A Units                                   83            81            70           42             51 
- Return of Capital Class A Units                            --            --            --            1              1 
- Operations Class B Units                                   --            --            --           --             -- 
Source (on a Priority Distribution Basis)/(5)/                                                                            
- Investment income Class A Units                             67            65            54           29             30 
- Return of Capital Class A Units                             16            16            16           14             22 
- Return of Capital Class B Units                             --            --            --           --             --  

Amount (in Percentage Terms) Remaining Invested in
Program Properties at the end of the Last Year                100%
Reported in the Table

222

(1)  Includes $403,325 in equity in earnings of joint ventures and $521,921 from
investment of reserve funds in 1995, $457,144 in equity in earnings of
joint ventures and $86,147 from investment of reserve funds in 1996,
$785,398 in equity in earnings of joint ventures and $30,839 from
investment of reserve funds in 1997, $839,037 in equity in earnings of
joint ventures and $7,269 from investment of reserve funds in 1998, and
$981,104 in equity in earnings of joint ventures and $1,526 from investment
of reserve funds in 1999. At December 31, 1999, the leasing status was 97%
including developed property in initial lease up.
(2)  Includes partnership administrative expenses.
(3)  Included in equity in earnings of joint ventures in gross revenues is
depreciation of $25,468 for 1994, $140,533 for 1995, $605,247 for 1996,
$877,869 for 1997, $955,245 for 1998, and $982,052 for 1999.
(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $950,826 to Class A Limited
Partners, $(146,503) to Class B Limited Partners and $(280) to the General
Partners for 1995; $1,062,605 to Class A Limited Partners, $(609,829) to
Class B Limited Partners and $0 to the General Partners for 1996;
$1,615,965 to class A Limited Partners, $(882,816) to Class B Limited
Partners and $0 to the General Partners for 1997; $1,704,213 to Class A
Limited Partners, $(949,879) to Class B Limited Partners and $0 to the
General Partners for 1998; and $1,879,410 to Class A Limited Partners,
$(983,615) to Class B Limited Partners and $0 to the General Partners for
1999.
(5)  Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a
return of capital to the extent of such priority distributions payable to
Class B Limited Partners. As of December 31, 1999, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$1,680,730.

223

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND VIII, L.P.

1999          1998          1997         1996          1995
----          ----          ----         ----          ----

Gross Revenues/(1)/                                            $   1,360,497 $   1,362,513 $   1,204,018 $   1,057,694 $    402,428
Profit on Sale of Properties                                              --            --            --            --           --
Less: Operating Expenses/(2)/                                         87,301        87,092        95,201       114,854      122,264
Depreciation and Amortization/(3)/                               6,250         6,250         6,250         6,250        6,250
------------- ------------- ------------- ------------- ------------
Net Income GAAP Basis/(4)/                                     $   1,266,946 $   1,269,171 $   1,102,567 $     936,590      273,914
============= ============= ============= ============= ============
Taxable Income: Operations                                     $   1,672,844 $   1,683,192 $   1,213,524 $   1,001,974      404,348
============= ============= ============= ============= ============
Cash Generated (Used By):                                                                                        
Operations                                                         (87,298)      (63,946)        7,909       623,268      204,790
Joint Ventures                                                   2,558,623     2,293,504     1,229,282       279,984       20,287
------------- ------------- ------------- ------------- ------------
$   2,471,325 $   2,229,558 $   1,237,191 $     903,252 $    225,077
Less Cash Distributions to Investors:                                                                            
Operating Cash Flow                                              2,379,215     2,218,400     1,237,191       903,252           --
Return of Capital                                                       --            --       183,315         2,443           --
Undistributed Cash Flow from Prior Year Operations                      --            --            --       225,077           --
------------- ------------- ------------- ------------- ------------
Cash Generated (Deficiency) after Cash Distributions           $      92,110 $      11,158 $    (183,315)$    (227,520)$    225,077

Special Items (not including sales and financing):             
Source of Funds:                                                                                               
General Partner Contributions                                          --            --            --            --           --
Increase in Limited Partner Contributions/(5)/                         --            --            --     1,898,147   30,144,542
------------- ------------- ------------- ------------- ------------
$      92,110 $      11,158 $    (183,315)$   1,670,627 $ 30,369,619
Use of Funds:                                                                                                    
Sales Commissions and Offering Expenses                                 --            --            --       464,760    4,310,028
Return of Limited Partner's Investment                                  --            --         8,600            --           --
Property Acquisitions and Deferred Project Costs                         0     1,850,859    10,675,811     7,931,566    6,618,273
------------- ------------- ------------- ------------- ------------
Cash Generated (Deficiency) after Cash                                                                           
Distributions and Special Items                                $      92,110 $  (1,839,701)$ (10,867,726)$  (6,725,699)$ 19,441,318
============= ============= ============= ============= ============

Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:                                                                                      
Ordinary Income (Loss)                                                                                        
- Operations Class A Units                                            91            91            73            46           28
- Operations Class B Units                                          (247)         (212)         (150)          (47)          (3)
Capital Gain (Loss)                                                    --            --            --            --           -- 

Tax and Distributions Data per $1,000 Invested:                                                                  
Federal Income Tax Results:                                                                                    
Ordinary Income (Loss)                                                                                        
- Operations Class A Units                                            88            89            65            46           17 
- Operations Class B Units                                           154          (131)          (95)          (33)          (3)
Capital Gain (Loss)                                                    --            --            --            --           -- 

Cash Distributions to Investors:                                                                                 
Source (on GAAP Basis)                                                                                          
- Investment Income Class A Units                                       87            83            54            43           --
- Return of Capital Class A Units                                       --            --            --            --           --
- Return of Capital Class B Units                                       --            --            --            --           -- 
Source (on Cash Basis)                                                                                          
- Operations Class A Units                                              87            83            47            43           --
- Return of Capital Class A Units                                       --            --             7             0           --
- Operations Class B Units                                              --            --            --            --           --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units                                        70            69            42            33           --
- Return of Capital Class A Units                                        17            16            12            10           --
- Return of Capital Class B Units                                        --            --            --            --           -- 

Amount (in Percentage Terms) Remaining Invested
in Program Properties at the end of the Last Year Reported in 
the Table                                                                100%

224

(1)  Includes $28,377 in equity in earnings of joint ventures and $374,051 from
investment of reserve funds in 1995, $241,819 in equity in earnings of
joint ventures and $815,875 from investment of reserve funds in 1996,
$1,034,907 in equity in earnings of joint ventures and $169,111 from
investment of reserve funds in 1997, $1,346,367 in equity in earnings of
joint ventures and $16,146 from investment of reserve funds in 1998, and
$1,360,494 in equity in earnings of joint ventures and $3 from investment
of reserve funds in 1999. At December 31, 1999, the leasing status was 98%
including developed property in initial lease up.
(2)  Includes partnership administrative expenses.
(3)  Included in equity in earnings of joint ventures in gross revenues is
depreciation of $14,058 for 1995, $265,259 for 1996, $841,666 for 1997,
$1,157,355 for 1998, and $1,209,171 for 1999.
(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $294,221 to Class A Limited
Partners, $(20,104) to Class B Limited Partners and $(203) to the General
Partners for 1995; $1,207,540 to Class A Limited Partners, $(270,653) to
Class B Limited Partners and $(297) to the General Partners for 1996;
$1,947,536 to Class A Limited Partners, $(844,969) to Class B Limited
Partners and $0 to the General Partners for 1997; $2,431,246 to Class A
Limited Partners, $(1,162,075) to Class B Limited Partners and $0 to the
General Partners for 1998; and $2,481,559 to Class A Limited Partners,
$(1,214,613) to Class B Limited Partners and $0 to the General Partners for
1999.
(5)  Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a
return of capital to the extent of such priority distributions payable to
Class B Limited Partners. As of December 31, 1999, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$1,464,810.

225

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND IX, L.P.

1999          1998           1997         1996       1995 
----          ----           ----         ----       ---- 

Gross Revenues/(1)/                                                    $ 1,593,734  $  1,561,456   $  1,199,300  $   406,891    N/A 
Profit on Sale of Properties                                                    --            --             --           --        
Less: Operating Expenses/(2)/                                               90,903       105,251        101,284      101,885        
Depreciation and Amortization/(3)/                                    12,500         6,250          6,250        6,250        
-----------  ------------   ------------  -----------        
Net Income GAAP Basis/(4)/                                             $ 1,490,331  $  1,449,955   $  1,091,766  $   298,756        
===========  ============   ============  ===========        
Taxable Income: Operations                                             $ 1,924,542  $  1,906,011   $  1,083,824  $   304,552        
===========  ============   ============  ===========        
Cash Generated (Used By):                                                                                                           
Operations                                                           $   (94,403) $     80,147   $    501,390  $   151,150        
Joint Ventures                                                         2,814,870     2,125,489        527,390           --        
-----------  ------------   ------------  -----------        
$ 2,720,467  $  2,205,636   $  1,028,780  $   151,150        
Less Cash Distributions to Investors:                                                                                               
Operating Cash Flow                                                    2,720,467     2,188,189      1,028,780      149,425        
Return of Capital                                                         15,528            --         41,834           --        
Undistributed Cash Flow From Prior Year Operations                        17,447            --          1,725           --        
-----------  ------------   ------------  -----------        
Cash Generated (Deficiency) after Cash Distributions                   $   (32,975) $     17,447   $    (43,559) $     1,725        

Special Items (not including sales and financing):                                                                                  
Source of Funds:                                                                                                                  
General Partner Contributions                                                --            --             --           --        
Increase in Limited Partner Contributions                                    --            --             --   35,000,000        
-----------  ------------   ------------  -----------        
$   (32,975) $     17,447   $    (43,559) $35,001,725        

Use of Funds:                                                                                                                       
Sales Commissions and Offering Expenses                                       --       323,039      4,900,321                     
Return of Original Limited Partner's Investment                               --            --            100           --        
Property Acquisitions and Deferred Project Costs                         190,853     9,455,554     13,427,158    6,544,019        
-----------  ------------   ------------  -----------        
Cash Generated (Deficiency) after Cash Distributions and                                                                            
Special Items                                                        $  (223,828) $ (9,438,107)  $(13,793,856) $23,557,385        
===========  ============   ============  ===========        

Net Income and Distributions Data per $1,000 Invested:                                                                              
Net Income on GAAP Basis:                                                                                                         
Ordinary Income (Loss)                                                       89            88             53           28        
- Operations Class A Units                                                (272)         (218)           (77)         (11)       
- Operations Class B Units                                                  --            --             --           --        
Capital Gain (Loss)                                                                                                              

Tax and Distributions Data per $1,000 Invested:                                                                                     
Federal Income Tax Results:                                                                                                       
Ordinary Income (Loss)                                                                                                           
- Operations Class A Units                                                  86            85             46           26        
- Operations Class B Units                                                (164)         (123)           (47)         (48)       
Capital Gain (Loss)                                                          --            --             --           --        

Cash Distributions to Investors:                                                                                                    
Source (on GAAP Basis)                                                                                                             
- Investment Income Class A Units                                             88            73             36           13        
- Return of Capital Class A Units                                              2            --             --           --        
- Return of Capital Class B Units                                             --            --             --           --        
Source (on Cash Basis)                                                                                                             
- Operations Class A Units                                                    89            73             35           13        
- Return of Capital Class A Units                                              1            --              1           --        
- Operations Class B Units                                                    --            --             --           --        
Source (on a Priority Distribution Basis)/(5)/                                                                                      
- Investment Income Class A Units                                              77            61             29           10        
- Return of Capital Class A Units                                              13            12              7            3
- Return of Capital Class B Units                                              --            --             --           --

Amount (in Percentage Terms) Remaining Invested in
Program Properties at the end of the Last Year Reported in the Table           100%

226

(1)  Includes $23,077 in equity in earnings of joint ventures and $383,884 from
investment of reserve funds in 1996, and $593,914 in equity in earnings of
joint ventures and $605,386 from investment of reserve funds in 1997,
$1,481,869 in equity in earnings of joint ventures and $79,587 from
investment of reserve funds in 1998, and $1,593,734 in equity in earnings
of joint ventures and $0 from investment of reserve funds in 1999. At
December 31, 1999, the leasing status was 100% including developed property
in initial lease up.
(2)  Includes partnership administrative expenses.
(3)  Included in equity in earnings of joint ventures in gross revenues is
depreciation of $25,286 for 1996, $469,126 for 1997, $1,143,407 for 1998,
and $1,210,939 for 1999.
(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $330,270 to Class A Limited
Partners, $(31,220) to Class B Limited Partners and $(294) to the General
Partners for 1996; $1,564,778 to Class A Limited Partners, $(472,806) to
Class B Limited Partners and $(206) to the General Partners for 1997;
$2,597,938 to Class A Limited Partners, $(1,147,983) to Class B Limited
Partners and $0 to the General Partners for 1998; and $2,713,636 to Class A
Limited Partners, $(1,223,305) to Class B Limited Partners and $0 to the
General Partners for 1999.
(5)  Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a
return of capital to the extent of such priority distributions payable to
Class B Limited Partners. As of December 31, 1999, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$993,010.

227

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND X, L.P.

1999         1998         1997        1996    1995
----         ----         ----        ----    ----

Gross Revenues/(1)/                                                   $ 1,309,281  $  1,204,597   $   372,507     N/A     N/A
Profit on Sale of Properties                                                   --            --            --
Less: Operating Expenses/(2)/                                              98,213        99,034        88,232
Depreciation and Amortization/(3)/                                   18,750        55,234         6,250
-----------  ------------   -----------
Net Income GAAP Basis/(4)/                                            $ 1,192,318  $  1,050,329   $   278,025
===========  ============   ===========
Taxable Income: Operations                                            $ 1,449,771  $  1,277,016   $   382,543
===========  ============   ===========
Cash Generated (Used By):                                                                                    
Operations                                                             (99,862)       300,019       200,668
Joint Ventures                                                        2,175,915       886,846            --
-----------  ------------   -----------
$ 2,076,053  $  1,186,865   $   200,668
Less Cash Distributions to Investors:                                                                        
Operating Cash Flow                                                   2,067,801     1,186,865            --
Return of Capital                                                            --        19,510            --
Undistributed Cash Flow From Prior Year Operations                           --       200,668            --
-----------  ------------   -----------
Cash Generated (Deficiency) after Cash Distributions                  $     8,252  $   (220,178)  $   200,668

Special Items (not including sales and financing):                                                           
Source of Funds:                                                                                           
General Partner Contributions                                               --            --            --
Increase in Limited Partner Contributions                                   --            --    27,128,912
-----------  ------------   -----------
$     8,252  $   (220,178)  $27,329,580
Use of Funds:                                                                                                
Sales Commissions and Offering Expenses                                      --       300,725     3,737,363
Return of Original Limited Partner's Investment                              --            --           100
Property Acquisitions and Deferred Project Costs                              0    17,613,067     5,188,485
-----------  ------------   -----------
Cash Generated (Deficiency) after Cash Distributions and 
Special Items                                                       $     8,252  $(18,133,970)  $18,403,632
===========  ============   ===========

Net Income and Distributions Data per $1,000 Invested: 
Net Income on GAAP Basis:                                                                                  
Ordinary Income (Loss)                                                      97            85            28
- Operations Class A Units                                               (160)         (123)           (9)                    
- Operations Class B Units                                                 --            --            --                     
Capital Gain (Loss)                                                                                                            

Tax and Distributions Data per $1,000 Invested:                                                                                   
Federal Income Tax Results:                                                                                                     
Ordinary Income (Loss)                                                                                                         
- Operations Class A Units                                                 92            78            35                     
- Operations Class B Units                                               (100)          (64)            0                     
Capital Gain (Loss)                                                         --            --            --                     

Cash Distributions to Investors:                                                                                                  
Source (on GAAP Basis)                                                                                                           
- Investment Income Class A Units                                            95            66            --                     
- Return of Capital Class A Units                                            --            --            --                     
- Return of Capital Class B Units                                            --            --            --                     
Source (on Cash Basis)                                                                                                           
- Operations Class A Units                                                   95            56            --                     
- Return of Capital Class A Units                                            --            10            --                     
- Operations Class B Units                                                   --            --            --                     
Source (on a Priority Distribution Basis)/(5)/                                                                                      
- Investment Income Class A Units                                             71            48            --                     
- Return of Capital Class A Units                                             24            18            --                     
- Return of Capital Class B Units                                             --            --            --                     

Amount (in Percentage Terms) Remaining Invested in Program 
Properties at the end of the Last Year Reported in the Table                  100%                                                 

228

(1)  Includes $(10,035) in equity in earnings of joint ventures and $382,542
from investment of reserve funds in 1997, and $869,555 in equity in
earnings of joint ventures and $215,042 from investment of reserve funds in
1998, and $1,309,281 in equity in earnings of joint ventures and $0 from
investment of reserve funds in 1999. At December 31, 1999, the leasing
status was 100% including developed property in initial lease up.
(2)  Includes partnership administrative expenses.
(3)  Included in equity in earnings of joint ventures in gross revenues is
depreciation of $18,675 for 1997, $674,986 for 1998, and $891,911 for 1999.
(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $302,862 to Class A Limited
Partners, $(24,675) to Class B Limited Partners and $(162) to the General
Partners for 1997; $1,779,191 to Class A Limited Partners, $(728,524) to
Class B Limited Partners and $(338) to General Partners for 1998; and
$2,084,229 to Class A Limited Partners, $(891,911) to Class B Limited
Partners and $0 to the General Partners for 1999.
(5)  Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a
return of capital to the extent of such priority distributions payable to
Class B Limited Partners. As of December 31, 1999, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$909,527.

229

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND XI, L.P.

1999            1998        1997    1996    1995
----            ----        ----    ----    ----

Gross Revenues/(1)/                                                         766,586         262,729     N/A     N/A     N/A
Profit on Sale of Properties                                                     --              --        
Less:  Operating Expenses/(2)/                                              111,058         113,184        
Depreciation and Amortization/(3)/                                    25,000           6,250        
-----------     -----------        
Net Income GAAP Basis/(4)/                                              $   630,528     $   143,295        
===========     ===========        
Taxable Income: Operations                                              $   704,108     $   177,692        
===========     ===========        
Cash Generated (Used By):                                                                                  
Operations                                                                 40,906         (50,858)       
Joint Ventures                                                            705,394         102,662        
-----------     -----------        
$   746,300     $    51,804        
Less Cash Distributions to Investors:                                                                      
Operating Cash Flow                                                       746,300          51,804        
Return of Capital                                                          49,761          48,070        
Undistributed Cash Flow From Prior Year Operations                             --              --        
-----------     -----------        
Cash Generated (Deficiency) after Cash Distributions                    $   (49,761)    $   (48,070)       

Special Items (not including sales and financing):                                                         
Source of Funds:                                                                                         
General Partner Contributions                                                 --              --        
Increase in Limited Partner Contributions                                     --      16,532,801        
-----------     -----------        
$   (49,761)    $16,484,731        
Use of Funds:                                                                                              
Sales Commissions and Offering Expenses                                   214,609       1,779,661        
Return of Original Limited Partner's Investment                               100              --        
Property Acquisitions and Deferred Project Costs                        9,005,979       5,412,870        
-----------     -----------        
Cash Generated (Deficiency) after Cash Distributions and                                                   
Special Items                                                         $(9,270,449)    $ 9,292,200        
===========     ===========        

Net Income and Distributions Data per $1,000 Invested:                                                     
Net Income on GAAP Basis:                                                                                
Ordinary Income (Loss)                                                                                  
- Operations Class A Units                                                   77              20        
- Operations Class B Units                                                 (112)            (32)       
Capital Gain (Loss)                                                           --              --        

Tax and Distributions Data per $1,000 Invested:                                                            
Federal Income Tax Results:                                                                              
Ordinary Income (Loss)                                                                                  
- Operations Class A Units                                                   71              18        
- Operations Class B Units                                                  (73)            (17)       
Capital Gain (Loss)                                                           --              --        

Cash Distributions to Investors:                                                                           
Source (on GAAP Basis)                                                                                    
- Investment Income Class A Units                                              60               8        
- Return of Capital Class A Units                                              --              --        
- Return of Capital Class B Units                                              --              --        
Source (on Cash Basis)                                                                                    
- Operations Class A Units                                                     56               4        
- Return of Capital Class A Units                                               4               4        
- Operations Class B Units                                                     --              --        
Source (on a Priority Distribution Basis)(5)                                                               
- Investment Income Class A Units                                               46               6        
- Return of Capital Class A Units                                               14               2        
- Return of Capital Class B Units                                               --              --        

Amount (in Percentage Terms) Remaining Invested in                                                         
Program Properties at the end of the Last Year Reported in the Table            100%

230

(1)  Includes $142,163 in equity in earnings of joint ventures and $120,566 from
investment of reserve funds in 1998, and $607,579 in equity in earnings of
joint ventures and $159,007 from investment of reserve funds in 1999. At
December 31, 1999, the leasing status was 100% including developed property
in initial lease up.
(2)  Includes partnership administrative expenses.
(3)  Included in equity in earnings of joint ventures in gross revenues is
depreciation of $105,458 for 1998, and $353,840 for 1999.
(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $254,862 to Class A Limited
Partners, $(111,067) to Class B Limited Partners and $(500) to General
Partners for 1998; and $1,009,368 to Class A Limited Partners, $(378,840)
to Class B Limited Partners and $0 to the General Partners for 1999.
(5)  Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a
return of capital to the extent of such priority distributions payable to
Class B Limited Partners. As of December 31, 1999, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$213,006.

231

EXHIBIT A

SUBSCRIPTION AGREEMENT

To:  Wells Real Estate Investment Trust, Inc.
Suite 250
6200 The Corners Parkway
Norcross, Georgia 30092

Ladies and Gentlemen:

The undersigned, by signing and delivering a copy of the attached
Subscription Agreement Signature Page, hereby tenders this subscription and
applies for the purchase of the number of shares of common stock ("Shares") of
Wells Real Estate Investment Trust, Inc., a Maryland corporation (the
"Company"), set forth on such Subscription Agreement Signature Page. Payment for
the Shares is hereby made by check payable to "Wells Real Estate Investment
Trust, Inc."

I hereby acknowledge receipt of the Prospectus of the Company dated
December 20, 2000 (the "Prospectus").

I agree that if this subscription is accepted, it will be held, together
with the accompanying payment, on the terms described in the Prospectus.
Subscriptions may be rejected in whole or in part by the Company in its sole and
absolute discretion.

Prospective investors are hereby advised of the following:

(a)  The assignability and transferability of the Shares is restricted and
will be governed by the Company's Articles of Incorporation and Bylaws and all
applicable laws as described in the Prospectus.

(b)  Prospective investors should not invest in Shares unless they have an
adequate means of providing for their current needs and personal contingencies
and have no need for liquidity in this investment.

(c)  There is no public market for the Shares and, accordingly, it may not
be possible to readily liquidate an investment in the Company.

A-1

SPECIAL NOTICE FOR CALIFORNIA RESIDENTS ONLY
CONDITIONS RESTRICTING TRANSFER OF SHARES

260.141.11 Restrictions on Transfer.
------------------------

(a)  The issuer of any security upon which a restriction on transfer has
been imposed pursuant to Sections 260.102.6, 260.141.10 or 260.534 of the Rules
(the "Rules") adopted under the California Corporate Securities Law (the "Code")
shall cause a copy of this section to be delivered to each issuee or transferee
of such security at the time the certificate evidencing the security is
delivered to the issuee or transferee.

(b)  It is unlawful for the holder of any such security to consummate a
sale or transfer of such security, or any interest therein, without the prior
written consent of the Commissioner (until this condition is removed pursuant to
Section 260.141.12 of the Rules), except:

(1)  to the issuer;

(2)  pursuant to the order or process of any court;

(3)  to any person described in subdivision (i) of Section 25102 of
the Code or Section 260.105.14 of the Rules;

(4)  to the transferor's ancestors, descendants or spouse, or any
custodian or trustee for the account of the transferor or the transferor's
ancestors, descendants or spouse; or to a transferee by a trustee or custodian
for the account of the transferee or the transferee's ancestors, descendants or
spouse;

(5)  to holders of securities of the same class of the same issuer;

(6)  by way of gift or donation inter vivos or on death;

(7)  by or through a broker-dealer licensed under the Code (either
acting as such or as a finder) to a resident of a foreign state, territory or
country who is neither domiciled in this state to the knowledge of the
broker-dealer, nor actually present in this state if the sale of such securities
is not in violation of any securities laws of the foreign state, territory or
country concerned;

(8)  to a  broker-dealer licensed under the Code in a principal
transaction, or as an underwriter or member of an underwriting syndicate or
selling group;

(9)  if the interest sold or transferred is a pledge or other lien
given by the purchaser to the seller upon a sale of the security for which the
Commissioner's written consent is obtained or under this rule not required;

(10) by way of a sale qualified under Sections 25111, 25112,
25113 or 25121 of the Code, of the securities to be transferred, provided that
no order under Section 25140 or subdivision (a) of Section 25143 is in effect
with respect to such qualification;

(11) by a corporation to a wholly owned subsidiary of such
corporation, or by a wholly owned subsidiary of a corporation to such
corporation;

A-2

(12) by way of an exchange qualified under Section 25111, 25112 or
25113 of the Code provided that no order under Section 25140 or subdivision (a)
of Section 25143 is in effect with respect to such qualification;

(13) between residents of foreign states, territories or countries who
are neither domiciled or actually present in this state;

(14) to the State Controller pursuant to the Unclaimed Property Law or
to the administrator of the unclaimed property law of another state;

(15) by the State Controller pursuant to the Unclaimed Property Law or
by the administrator of the unclaimed property law of another state if, in
either such case, such person (i) discloses to potential purchasers at the sale
that transfer of the securities is restricted under this rule, (ii) delivers to
each purchaser a copy of this rule, and (iii) advises the Commissioner of the
name of each purchaser;

(16) by a trustee to a successor trustee when such transfer does not
involve a change in the beneficial ownership of the securities;

(17) by way of an offer and sale of outstanding securities in an
issuer transaction that is subject to the qualification requirement of Section
25110 of the Code but exempt from that qualification requirement by subdivision
(f) of Section 25102; provided that any such transfer is on the condition that
any certificate evidencing the security issued to such transferee shall contain
the legend required by this section.

(c)  The certificates representing all such securities subject to such a
restriction on transfer, whether upon initial issuance or upon any transfer
thereof, shall bear on their face a legend, prominently stamped or printed
thereon in capital letters of not less than 10-point size, reading as follows:

"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES."

[Last amended effective January 21, 1988.]

SPECIAL NOTICE FOR MAINE, MASSACHUSETTS, MINNESOTA, MISSOURI
AND NEBRASKA RESIDENTS ONLY

In no event may a subscription for Shares be accepted until at least five
business days after the date the subscriber receives the Prospectus. Residents
of the States of Maine, Massachusetts, Minnesota, Missouri and Nebraska who
first received the Prospectus only at the time of subscription may receive a
refund of the subscription amount upon request to the Company within five days
of the date of subscription.

A-3

STANDARD REGISTRATION REQUIREMENTS

The following requirements have been established for the various forms of
registration. Accordingly, complete Subscription Agreements and such supporting
material as may be necessary must be provided.

TYPE OF OWNERSHIP AND SIGNATURE(S) REQUIRED

1.   INDIVIDUAL: One signature required.

2.   JOINT TENANTS WITH RIGHT OF SURVIVORSHIP: All parties must sign.

3.   TENANTS IN COMMON: All parties must sign.

4.   COMMUNITY PROPERTY: Only one investor signature required.

5.   PENSION OR PROFIT SHARING PLANS: The trustee signs the Signature Page.

6.   TRUST: The trustee signs the Signature Page. Provide the name of the trust,
the name of the trustee and the name of the beneficiary.

7.   Company: Identify whether the entity is a general or limited partnership.
The general partners must be identified and their signatures obtained on
the Signature Page. In the case of an investment by a general partnership,
all partners must sign (unless a "managing partner" has been designated for
the partnership, in which case he may sign on behalf of the partnership if
a certified copy of the document granting him authority to invest on behalf
of the partnership is submitted).

8.   CORPORATION: The Subscription Agreement must be accompanied by (1) a
certified copy of the resolution of the Board of Directors designating the
officer(s) of the corporation authorized to sign on behalf of the
corporation and (2) a certified copy of the Board's resolution authorizing
the investment.

9.   IRA AND IRA ROLLOVERS: Requires signature of authorized signer (e.g., an
officer) of the bank, trust company, or other fiduciary. The address of the
trustee must be provided in order for the trustee to receive checks and
other pertinent information regarding the investment.

10.  KEOGH (HR 10): Same rules as those applicable to IRAs.

11.  UNIFORM GIFT TO MINORS ACT (UGMA) or UNIFORM TRANSFERS TO MINORS ACT
(UTMA): The required signature is that of the custodian, not of the parent
(unless the parent has been designated as the custodian). Only one child is
permitted in each investment under UGMA or UTMA. In addition, designate the
state under which the gift is being made.

A-4

INSTRUCTIONS TO SUBSCRIPTION AGREEMENT SIGNATURE PAGE
TO WELLS REAL ESTATE INVESTMENT TRUST, INC. SUBSCRIPTION AGREEMENT

--------------------------------------------------------------------------------
INVESTOR            Please follow these instructions carefully. Failure to do so
INSTRUCTIONS        may result in the rejection of your subscription. All
information on the Subscription Agreement Signature Page
should be completed as follows:
------- ------------------------------------------------------------------------
1. INVESTMENT       a.   GENERAL: A minimum investment of $1,000 (100 Shares) is
required, except for certain states which require a
higher minimum investment. A CHECK FOR THE FULL
PURCHASE PRICE OF THE SHARES SUBSCRIBED FOR SHOULD BE
MADE PAYABLE TO THE ORDER OF "WELLS REAL ESTATE
INVESTMENT TRUST, INC." Investors who have satisfied
the minimum purchase requirements in Wells Real Estate
Fund I, Wells Real Estate Fund II, Wells Real Estate
Fund II-OW, Wells Real Estate Fund III, L.P., Wells
Real Estate Fund IV, L.P., Wells Real Estate Fund V,
L.P., Wells Real Estate Fund VI, L.P., Wells Real
Estate Fund VII, L.P., Wells Real Estate Fund VIII,
L.P., Wells Real Estate Fund IX, L.P., Wells Real
Estate Fund X, L.P., Wells Real Estate Fund XI, L.P. or
Wells Real Estate Fund XII, L.P. or in any other public
real estate program may invest as little as $25 (2.5
Shares) except for residents of Maine, Minnesota,
Nebraska or Washington. Shares may be purchased only by
persons meeting the standards set forth under the
Section of the Prospectus entitled "Investor
Suitability Standards." Please indicate the state in
which the sale was made.

b.   DEFERRED COMMISSION OPTION: Please check the box if you
have agreed with your Broker-Dealer to elect the
Deferred Commission Option, as described in the
Prospectus, as supplemented to date. By electing the
Deferred Commission Option, you are required to pay
only $9.40 per Share purchased upon subscription. For
the next six years following the year of subscription,
or lower if required to satisfy outstanding deferred
commission obligations, you will have a 1% sales
commission ($.10 per Share) per year deducted from and
paid out of dividends or other cash distributions
otherwise distributable to you. Election of the
Deferred Commission Option shall authorize the Company
to withhold such amounts from dividends or other cash
distributions otherwise payable to you as is set forth
in the "Plan of Distribution" section of the
Prospectus.
--------------------------------------------------------------------------------

A-5

--------------------------------------------------------------------------------
2. ADDITIONAL      Please check if you plan to make one or more additional
INVESTMENTS     investments in the Company. All additional investments must
be in increments of at least $25. Additional investments by
residents of Maine must be for the minimum amounts stated
under "Suitability Standards" in the Prospectus, and
residents of Maine must execute a new Subscription Agreement
Signature Page to make additional investments in the Company.
If additional investments in the Company are made, the
investor agrees to notify the Company and the Broker-Dealer
named on the Subscription Agreement Signature Page in writing
if at any time he fails to meet the applicable suitability
standards or he is unable to make any other representations
or warranties set forth in the Prospectus or the Subscription
Agreement. The investor acknowledges that the Broker-Dealer
named in the Subscription Agreement Signature Page may
receive commissions on such additional investments as
described in the Prospectus.                   
--------------------------------------------------------------------------------
3. TYPE OF         Please check the appropriate box to indicate the type of
OWNERSHIP       entity or type of individuals subscribing.
--------------------------------------------------------------------------------
4. REGISTRATION    Please enter the exact name in which the Shares are to be
NAME AND        held. For joint tenants with right of survivorship or tenants
ADDRESS         in common, include the names of both investors. In the case
of partnerships or corporations, include the name of an
individual to whom correspondence will be addressed. Trusts
should include the name of the trustee. All investors must
complete the space provided for taxpayer identification
number or social security number. By signing in Section 6,
the investor is certifying that this number is correct. Enter
the mailing address and telephone numbers of the registered
owner of this investment. In the case of a Qualified Plan or
trust, this will be the address of the trustee. Indicate the
birthdate and occupation of the registered owner unless the
registered owner is a partnership, corporation or trust.
--------------------------------------------------------------------------------
5. INVESTOR NAME   Complete this Section only if the investor's name and address
AND ADDRESS     is different from the registration name and address provided
in Section 4. If the Shares are registered in the name of a
trust, enter the name, address, telephone number, social
security number, birthdate and occupation of the beneficial
owner of the trust.
--------------------------------------------------------------------------------
6. SUBSCRIBER      Please separately initial each representation made by the
SIGNATURES      investor where indicated. Except in the case of fiduciary
accounts, the investor may not grant any person a power of
attorney to make such representations on his or her behalf.
Each investor must sign and date this Section. If title is to
be held jointly, all parties must sign. If the registered
owner is a partnership, corporation or trust, a general
partner, officer or trustee of the entity must sign. PLEASE
NOTE THAT THESE SIGNATURES DO NOT HAVE TO BE NOTARIZED.
--------------------------------------------------------------------------------

A-6

--------------------------------------------------------------------------------
7. DIVIDENDS       a. DIVIDEND REINVESTMENT PLAN: By electing the Dividend
Reinvestment Plan, the investor elects to reinvest the
stated percentage of dividends otherwise payable to such
investor in Shares of the Company. The investor agrees to
notify the Company and the Broker-Dealer named on the
Subscription Agreement Signature Page in writing if at any
time he fails to meet the applicable suitability standards
or he is unable to make any other representations and
warranties as set forth in the Prospectus or Subscription
Agreement or in the prospectus and subscription agreement
of any future limited partnerships sponsored by the
Advisor or its affiliates. The investor acknowledges that
the Broker-Dealer named in the Subscription Agreement
Signature Page may receive commissions not to exceed 7% of
reinvested dividends, less any discounts authorized by the
Prospectus.     

b. DIVIDEND ADDRESS: If cash dividends are to be sent to an
address Oher than that provided in Section 4 (i.e., a
bank, brokerage firm or savings and loan, etc.), please
provide the name, account number and address.
--------------------------------------------------------------------------------
8. BROKER-DEALER   This Section is to be completed by the Registered
Representative. Please complete all BROKER-DEALER information
contained in Section 8 including suitability certification.
SIGNATURE PAGE MUST BE SIGNED BY AN AUTHORIZED
REPRESENTATIVE.
--------------------------------------------------------------------------------

The Subscription Agreement Signature Page, which has been delivered with
this Prospectus, together with a check for the full purchase price, should be
delivered or mailed to your Broker-Dealer. Only original, completed copies of
Subscription Agreements can be accepted. Photocopied or otherwise duplicated
Subscription Agreements cannot be accepted by the Company.

IF YOU NEED FURTHER ASSISTANCE IN COMPLETING THIS
SUBSCRIPTION AGREEMENT SIGNATURE PAGE,
PLEASE CALL 1-800-448-1010

A-7

-------------------------
SEE PRECEDING PAGE                                     Special Instructions:
FOR INSTRUCTIONS
-------------------------

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SUBSCRIPTION AGREEMENT SIGNATURE PAGE

1. ===== INVESTMENT ============================================================

-------------------------------------                                                                                         
Make Investment Check Payable to:           
Wells Real Estate Investment Trust, Inc.        
_____________        ________________                                                                                         
# of Shares         Total $ Invested                                                                                         
-------------------------------------------------------
(# Shares x $10 = $ Invested)                                       [_]  Initial Investment (Minimum $1,000)              
[_]  Additional Investments (Minimum $25)             
Minimum purchase $1,000 or 100 Shares                                        State in which sale was made _____________________
---------------------------------------                                 -------------------------------------------------------

Check the following box to elect the Deferred Commission Option:     [_]
(This election must be agreed to by the Broker-Dealer listed below)

2. ===== ADDITIONAL INVESTMENTS  ===============================================
Please check if you plan to make additional investments in the Company: [_]
[If additional investments are made, please include social security number
or other taxpayer identification number on your check.]
[All additional investments must be made in increments of at least $25.]

3. ===== TYPE OF OWNERSHIP =====================================================

[_]   IRA (06)                                      [_]   Individual (01)
[_]   Keogh (10)                                    [_]   Joint Tenants With Right of Survivorship (02)
[_]   Qualified Pension Plan (11)                   [_]   Community Property (03)
[_]   Qualified Profit Sharing Plan (12)            [_]   Tenants in Common (04)
[_]   Other Trust _____________________________     [_]   Custodian:  A Custodian for ________________ under the Uniform
For the Benefit of ______________________           Gift to Minors Act or the Uniform Transfers to Minors Act of the
[_]   Company (15)                                        State of ______________ (08)
[_]   Other __________________________________________________________

4. ===== REGISTRATION NAME AND ADDRESS =========================================
Please print name(s) in which Shares are to be registered. Include trust
name if applicable.
[_] Mr  [_] Mrs  [_] Ms  [_] MD  [_] PhD  [_] DDS  [_] Other ______________

______________________________________            
Taxpayer Identification Number
[_][_]-[_][_][_][_][_][_][_]
______________________________________
Social Security Number
[_][_][_]-[_][_]-[_][_][_][_]
______________________________________

__________________________________________________________
Street Address
or P.O. Box
__________________________________________________________

City             ------------ State  -------------   Zip Code -------------
------------               -------------------------------
Home                          Business
Telephone No.      (   )      Telephone No.   (   ) 
------------               ------------------------------

------------               ------------------------------
Birthdate                     Occupation
------------               ------------------------------

5. ===== INVESTOR NAME AND ADDRESS =============================================
(COMPLETE ONLY IF DIFFERENT FROM REGISTRATION NAME AND ADDRESS)
[_] Mr  [_] Mrs  [_] Ms  [_] MD  [_] PhD  [_] DDS  [_] Other 
______________

Name                                       Social Security Number
---------------------------------------
[_][_][_]-[_][_]-[_][_][_][_]
---------------------------------------

--------------------------------------------------------- 
Street Address
or P.O. Box
--------------------------------------------------------- 
City                          State                   Zip Code 
------------               ---------          ----------- 

------------               ------------------------------
Home                          Business
Telephone No.      (   )      Telephone No.   (   ) 
------------               ------------------------------

------------               ------------------------------
Birthdate                     Occupation
------------               ------------------------------

===============================================================================
(REVERSE SIDE MUST BE COMPLETED)

6. ===== SUBSCRIBER SIGNATURES ================================================

Please separately initial each of the representations below. Except in the
case of fiduciary accounts, you may not grant any person a power of
attorney to make such representations on your behalf. In order to induce
the Company to accept this subscription, I hereby represent and warrant to
you as follows:

(a)  I have received the Prospectus.                                        ------------     ------------
Initials         Initials   

(b)  I accept and agree to be bound by the terms and conditions             
of the Articles of Incorporation.                                      ------------     ------------  
Initials         Initials     

(c)  I have (i) a net worth (exclusive of home, home furnishings and
automobiles) of $150,000 or more; or (ii) a net worth (as described
above) of at least $45,000 and had during the last tax year or
estimate that I will have during the current tax year a minimum of
$45,000 annual gross income, or that I meet the higher suitability
requirements imposed by my state of primary residence as set forth
in the Prospectus under "Suitability Standards."                       ------------     ------------         
Initials         Initials     

(d)  If I am a California resident or if the Person to whom I
subsequently propose to assign or transfer any Shares is a
California resident, I may not consummate a sale or transfer of my
Shares, or any interest therein, or receive any consideration
therefor, without the prior written consent of the Commissioner of
the Department of Corporations of the State of California, except as
permitted in the Commissioner's Rules, and I understand that my
Shares, or any document evidencing my Shares, will bear a legend
reflecting the substance of the foregoing understanding.               ------------     ------------    
Initials         Initials     

(e)  ARKANSAS, NEW MEXICO AND TEXAS RESIDENTS ONLY: I am purchasing the
Shares for my own account and acknowledge that the investment is not
liquid.                                                                ------------     ------------    
Initials         Initials     

I declare that the information supplied above is true and correct and may
be relied upon by the Company in connection with my investment in the
Company. Under penalties of perjury, by signing this Signature Page, I
hereby certify that (a) I have provided herein my correct Taxpayer
Identification Number, and (b) I am not subject to back-up withholding as a
result of a failure to report all interest or dividends, or the Internal
Revenue Service has notified me that I am no longer subject to back-up
withholding.

----------------------------------    -----------------------------------------      -----------------

----------------------------------    -----------------------------------------      -----------------
Signature of Investor or Trustee      Signature of Joint Owner, if applicable             Date
(MUST BE SIGNED BY TRUSTEE(S) IF IRA, KEOGH OR QUALIFIED PLAN.)

7. ===== DISTRIBUTIONS ========================================================
7a.  Check the applicable box to participate in the Dividend Reinvestment
Plan: Percentage of participation:  100% [_]       Other [_] ___%

7b.  Complete the following section only to direct dividends to a party
other than registered owner:

--------------------------------------------
Name                         
--------------------------------------------
Account Number
--------------------------------------------
Street Address or P.O. Box
---------------------------------- ---------
City                                     State           Zip Code
-----------       ---------          -------

8. ===== BROKER-DEALER ========================================================
(TO BE COMPLETED BY REGISTERED REPRESENTATIVE)

The Broker-Dealer or authorized representative must sign below to complete
order. Broker-Dealer warrants that it is a duly licensed Broker-Dealer and
may lawfully offer Shares in the state designated as the investor's address
or the state in which the sale was made, if different. The Broker-Dealer or
authorized representative warrants that he has reasonable grounds to
believe this investment is suitable for the subscriber as defined in
Section 3(b) of the Rules of Fair Practice of the NASD Manual and that he
has informed subscriber of all aspects of liquidity and marketability of
this investment as required by Section 4 of such Rules of Fair Practice.

-------------------------               -----------
Broker-Dealer Name                             Telephone No.   (  )
---------------------------------------------------
Broker-Dealer Street 
Address or P.O. Box  
---------------------------------------------------
City                              State             Zip Code
-----------        ------               -----------

-------------------------               -----------
Registered           
Representative Name                            Telephone No.   (  )
---------------------------------------------------
Reg. Rep. Street     
Address or P.O. Box  
---------------------------------------------------
City                              State             Zip Code
----------------------------------        --------------------------------

------------------------------------       -------------------------------
Broker-Dealer Signature, if              Registered Representative
required                                Signature 

Please mail completed Subscription Agreement (with all signatures) and 
check(s) made payable to:
Wells Real Estate Investment Trust, Inc.
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
800-448-1010 or 770-449-7800

Overnight address:                                                                       Mailing address:
6200 The Corners Parkway, Suite 250                                                       P.O. Box 926040
Norcross, Georgia 30092                                                      Norcross, Georgia 30092-9209
FOR COMPANY USE ONLY:
---------------------------------------------------------------------------------------------------------
ACCEPTANCE BY COMPANY  Amount   ___________________________  Date ______________________________________

Received and Subscription Accepted:    Check No. _________________  Certificate No. ____________________ 
By: _______________________________    Wells Real Estate Investment Trust, Inc.

_______________________________    ___________________________________________    ______________________
Broker-Dealer #                      Registered Representative #                 Account #
--------------------------------------------------------------------------------------------------------

EXHIBIT B

AMENDED AND RESTATED
DIVIDEND REINVESTMENT PLAN
As of December 20, 1999

Wells Real Estate Investment Trust, Inc., a Maryland corporation (the
"Company"), pursuant to its Amended and Restated Articles of Incorporation,
adopted a Dividend Reinvestment Plan (the "DRP"), which is hereby amended and
restated in its entirety as set forth below. Capitalized terms shall have the
same meaning as set forth in the Articles unless otherwise defined herein.

1.  Dividend Reinvestment.  As agent for the shareholders ("Shareholders")
---------------------                                                 
of the Company who (a) purchased shares of the Company's common stock (the
"Shares") pursuant to the Company's initial public offering (the "Initial
Offering"), which commenced on January 30, 1998 and will terminate on or before
January 30, 2000, (b) purchase Shares pursuant to the Company's second public
offering (the "Second Offering"), which will commence immediately upon the
termination of the Initial Offering, or (c) purchase Shares pursuant to any
future offering of the Company ("Future Offering"), and who elect to participate
in the DRP (the "Participants"), the Company will apply all dividends and other
distributions declared and paid in respect of the Shares held by each
Participant (the "Dividends"), including Dividends paid with respect to any full
or fractional Shares acquired under the DRP, to the purchase of the Shares for
such Participants directly, if permitted under state securities laws and, if
not, through the Dealer Manager or Soliciting Dealers registered in the
Participant's state of residence.

2.  Effective Date.  The effective date of this Amended and Restated
--------------                                                  
Dividend Reinvestment Plan (the "DRP") shall be the date that the Second
Offering becomes effective with the Securities and Exchange Commission (the
"Commission").

3.  Procedure for Participation.  Any Shareholder who purchased Shares
---------------------------                                       
pursuant to the Initial Offering, the Second Offering or any Future Offering and
who has received a prospectus, as contained in the Company's registration
statement filed with the Commission, may elect to become a Participant by
completing and executing the Subscription Agreement, an enrollment form or any
other appropriate authorization form as may be available from the Company, the
Dealer Manager or Soliciting Dealer. Participation in the DRP will begin with
the next Dividend payable after receipt of a Participant's subscription,
enrollment or authorization. Shares will be purchased under the DRP on the date
that Dividends are paid by the Company. Dividends of the Company are currently
paid quarterly. Each Participant agrees that if, at any time prior to the
listing of the Shares on a national stock exchange or inclusion of the Shares
for quotation on the National Association of Securities Dealers, Inc. Automated
Quotation System ("Nasdaq"), he or she fails to meet the suitability
requirements for making an investment in the Company or cannot make the other
representations or warranties set forth in the Subscription Agreement, he or she
will promptly so notify the Company in writing.

4.  Purchase of Shares.  Participants will acquire DRP Shares from the
------------------                                                
Company at a fixed price of $10 per Share until (i) all 2,200,000 of the DRP
Shares registered in the Second Offering are issued or (ii) the Second Offering
terminates and the Company elects to deregister with the Commission the unsold
DRP Shares. Participants in the DRP may also purchase fractional Shares so that
100% of the Dividends will be used to acquire Shares. However, a Participant
will not be able to acquire DRP Shares to the extent that any such purchase
would cause such Participant to exceed the Ownership Limit as set forth in the
Articles.

B-1

Shares to be distributed by the Company in connection with the DRP may (but
are not required to) be supplied from: (a) the DRP Shares which will be
registered with the Commission in connection with the Company's Second Offering,
(b) Shares to be registered with the Commission in a Future Offering for use in
the DRP (a "Future Registration"), or (c) Shares of the Company's common stock
purchased by the Company for the DRP in a secondary market (if available) or on
a stock exchange or Nasdaq (if listed) (collectively, the "Secondary Market").

Shares purchased on the Secondary Market as set forth in (c) above will be
purchased at the then-prevailing market price, which price will be utilized for
purposes of purchases of Shares in the DRP. Shares acquired by the Company on
the Secondary Market or registered in a Future Registration for use in the DRP
may be at prices lower or higher than the $10 per Share price which will be paid
for the DRP Shares pursuant to the Initial Offering and the Second Offering.

If the Company acquires Shares in the Secondary Market for use in the DRP,
the Company shall use reasonable efforts to acquire Shares for use in the DRP at
the lowest price then reasonably available.  However, the Company does not in
any respect guarantee or warrant that the Shares so acquired and purchased by
the Participant in the DRP will be at the lowest possible price.  Further,
irrespective of the Company's ability to acquire Shares in the Secondary Market
or to complete a Future Registration for shares to be used in the DRP, the
Company is in no way obligated to do either, in its sole discretion.

It is understood that reinvestment of Dividends does not relieve a
Participant of any income tax liability which may be payable on the Dividends.

5.  Share Certificates.  The ownership of the Shares purchased through the
------------------                                                    
DRP will be in book-entry form only until the Company begins to issue
certificates for its outstanding common stock.

6.  Reports.  Within 90 days after the end of the Company's fiscal year,
-------                                                             
the Company shall provide each Shareholder with an individualized report on his
or her investment, including the purchase date(s), purchase price and number of
Shares owned, as well as the dates of Dividend distributions and amounts of
Dividends paid during the prior fiscal year.  In addition, the Company shall
provide to each Participant an individualized quarterly report at the time of
each Dividend payment showing the number of Shares owned prior to the current
Dividend, the amount of the current Dividend and the number of Shares owned
after the current Dividend.

7.  Commissions and Other Charges.  In connection with Shares sold pursuant
-----------------------------                                          
to the DRP, the Company will pay selling commissions of 7%; a dealer manager fee
of 2.5%; and, in the event that proceeds from the sale of DRP Shares are used to
acquire properties, acquisition and advisory fees and expenses of 3.5%, of the
purchase price of the DRP Shares.

8.  Termination by Participant.  A Participant may terminate participation
--------------------------                                            
in the DRP at any time, without penalty by delivering to the Company a written
notice.  Prior to listing of the Shares on a national stock exchange or Nasdaq,
any transfer of Shares by a Participant to a non-Participant will terminate
participation in the DRP with respect to the transferred Shares.  If a
Participant terminates DRP participation, the Company will ensure that the
terminating Participant's account will reflect the whole number of shares in his
or her account and provide a check for the cash value of any fractional share in
such account.  Upon termination of DRP participation, Dividends will be
distributed to the Shareholder in cash.

B-2

9.  Amendment or Termination of DRP by the Company.  The Board of Directors
----------------------------------------------                         
of the Company may by majority vote (including a majority of the Independent
Directors) amend or terminate the DRP for any reason upon 10 days' written
notice to the Participants.

10. Liability of the Company.  The Company shall not be liable for any act
------------------------                                              
done in good faith, or for any good faith omission to act, including, without
limitation, any claims or liability; (a) arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt of notice
in writing of such death; and (b) with respect to the time and the prices at
which Shares are purchased or sold for a Participant's account. To the extent
that indemnification may apply to liabilities arising under the Securities Act
of 1933, as amended, or the securities act of a sate, the Company has been
advised that, in the opinion of the Commission and certain state securities
commissioners, such indemnification is contrary to public policy and, therefore,
unenforceable.

B-3

ALPHABETICAL INDEX                              Page
----

Additional Information..............................................   160   
Conflicts of Interest...............................................    51   
Description of Properties...........................................    65   
Description of Shares...............................................   142   
ERISA Considerations................................................   139   
Estimated Use of Proceeds...........................................    26   
Experts.............................................................   159   
Federal Income Tax Considerations...................................   123   
Financial Statements................................................   161   
Glossary............................................................   160   
Investment Objectives and Criteria..................................    56   
Legal Opinions......................................................   159   
Management..........................................................    28   
Management Compensation.............................................    46   
Management's Discussion and Analysis of Financial Condition
And Results of Operations.........................................    97 
Plan of Distribution................................................   153 
Prior Performance Summary...........................................   114 
Prior Performance Tables............................................   215 
Summary.............................................................     9 
Questions and Answers About This Offering...........................     1 
Risk Factors........................................................    16
Suitability Standards...............................................    25 
Supplemental Sales Material.........................................   158 
The Operating Partnership Agreement.................................   150

Until March 20, 2001 (90 days after the date of this prospectus), all
dealers that affect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the obligation of dealers to deliver a prospectus when acting as 
soliciting dealers.

We have not authorized any dealer, salesperson or other individual to give
any information or to make any representations that are not contained in this
prospectus. If any such information or statements are given or made, you should
not rely upon such information or representation. This prospectus does not
constitute an offer to sell any securities other than those to which this
prospectus relates, or an offer to sell, or a solicitation of an offer to buy,
to any person in any jurisdiction where such an offer or solicitation would be
unlawful. This prospectus speaks as of the date set forth below. You should not
assume that the delivery of this prospectus or that any sale made pursuant to
this prospectus implies that the information contained in this prospectus will
remain fully accurate and correct as of any time subsequent to the date of this
prospectus.

________________        

WELLS REAL ESTATE       
INVESTMENT TRUST, INC.     

Up to 125,000,000 Shares    
of Common Stock        
Offered to the Public     

________________        

PROSPECTUS           

________________        

WELLS INVESTMENT        
SECURITIES, INC.        

December 20, 2000        

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SUPPLEMENT NO. 1 DATED FEBRUARY 5, 2001 TO THE PROSPECTUS
DATED DECEMBER 20, 2000

This document supplements, and should be read in conjunction with, the
prospectus of Wells Real Estate Investment Trust, Inc. dated December 20, 2000.
When we refer to the "prospectus" in this supplement, we are also referring to
any and all supplements to the prospectus.  Unless otherwise defined in this
supplement, capitalized terms used in this supplement shall have the same
meanings as set forth in the prospectus.

The purpose of this supplement is to describe the following:

(1)  The status of the offering of shares in Wells Real Estate Investment
Trust, Inc. (Wells REIT);

(2)  The acquisition by Wells Operating Partnership, L.P. (Wells OP) of a
six-story office building in Houston, Texas leased to Stone & Webster,
Inc. and SYSCO Corporation (Stone & Webster Building);

(3)  The acquisition by Wells OP of an eight-story office building in
Minnetonka, Minnesota leased to Metris Direct, Inc. (Metris Minnetonka
Building);

(4)  The acquisition by the Fund XII-REIT Joint Venture Partnership of a
one-story office building and a connecting two-story office building
in Oklahoma City, Oklahoma leased to AT&T Corp. and Jordan Associates,
Inc. (AT&T Call Center Buildings);

(5)  Revisions to the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section of the prospectus;

(6)  Statements of revenue over operating expenses for the Stone & Webster
Building and the AT&T Call Center Buildings; and

(7)  Unaudited Pro Forma Financial Statements for the Wells REIT.

Status of the Offering

We commenced our initial public offering of common stock on January 30,
1998. Our initial public offering was terminated on December 19, 1999. We
received approximately $132,181,919 in gross offering proceeds from the sale of
13,218,192 shares in our initial public offering. We commenced a second offering
of common stock on December 20, 1999. Our second public offering was terminated
on December 19, 2000. We received approximately $175,229,193 in gross offering
proceeds from the sale of 17,522,919 shares in our second public offering.

Pursuant to the prospectus, we commenced our third offering of common stock
on December 20, 2000. As of January 31, 2001, we had received an additional
$25,133,848 in gross offering proceeds from the sale of 2,513,385 shares in the
third offering. Accordingly, as of January 31, 2001, we had received in the
aggregate approximately $332,544,960 in gross offering proceeds from the sale of
33,254,496 shares of our common stock.

1

Stone & Webster Building

Purchase of the Stone & Webster Building.  On December 21, 2000, Wells OP, the
----------------------------------------                                      
operating partnership for the Wells REIT, purchased a six-story office building
with approximately 312,564 rentable square feet located at 1430 Enclave Parkway,
Houston, Harris County, Texas.  Wells OP purchased this building from Cardinal
Paragon, Inc. (Cardinal) pursuant to that certain Agreement of Purchase and Sale
of Property between Cardinal and Wells OP.  Cardinal purchased the Stone &
Webster Building in a sale-leaseback transaction from Enclave Parkway Realty,
Inc., an affiliate of Stone & Webster, Inc. (Stone & Webster), on December 21,
2000.  Cardinal is not in any way affiliated with the Wells REIT or our Advisor,
Wells Capital, Inc.

The purchase price for the Stone & Webster Building was $44,970,000.  Wells
OP also incurred additional acquisition expenses in connection with the purchase
of the Stone & Webster Building, including attorneys' fees, recording fees,
structural report and environmental report fees, and other closing costs, of
approximately $45,000.  In order to finance part of the acquisition of the Stone
& Webster Building, Wells OP obtained an acquisition loan of $35,900,000 from
Guaranty Federal Bank, F.S.B. (Guaranty Federal Loan) and $3,000,000 in seller
financing from Cardinal (Seller Financing).

An independent appraisal of the Stone & Webster Building was prepared by
Abbot & Associates, Inc., real estate appraisers, as of November 20, 2000,
pursuant to which the market value of the 9.96 acre parcel of land containing
the leased fee interest subject to the leases described below was estimated to
be $46,500,000 and the additional 4.34 acre parcel of land (described below) was
estimated to be $1,890,000, in cash or terms equivalent to cash.  This value
estimate was based upon a number of assumptions, including that the Stone &
Webster Building will continue operating at a stabilized level with the tenants
described below occupying 100% of the rentable area, and is not necessarily an
accurate reflection of the fair market value of the property or the net proceeds
which would result from an immediate sale of this property.  Wells OP also
obtained an environmental report and an engineering inspection report prior to
the closing evidencing that the condition of the land and the Stone & Webster
Building were satisfactory.

Description of the Loans.  The Guaranty Federal Loan in the amount of
------------------------                                             
$35,900,000 requires monthly payments of interest only and matures on December
20, 2001.  In the event that the principal balance of the loan is not repaid in
full by March 31, 2001, Wells OP is required to make a principal payment of
$6,000,000 on such date.  The interest rate on the Guaranty Federal Loan is a
variable rate equal to the London InterBank Offered Rate (LIBOR) for a 30-day
period plus 250 basis points if the principal balance of the loan is in excess
of $25,900,000; 200 basis points if the principal balance of the loan is between
$24,195,001 and $25,900,000; and 180 basis points if the principal balance of
the loan is less or equal to $24,195,000.  As of January 31, 2001, the principal
balance of the Guaranty Federal Loan was $24,100,000.  Wells OP has secured
separate interest rates for two portions of the Guaranty Federal Loan, each
having an interest rate of LIBOR plus 180 basis points on the date the rate for
such portion was secured.  As of January 31, 2001, the interest rate on the
Guaranty Federal Loan was 7.61% per annum on the first $21,900,000 of the
principal loan balance and 7.66% per annum on the remaining $2,200,000 of the
principal balance.  The Guaranty Federal Loan is secured by a first priority
mortgage against the Stone & Webster Building.

The Seller Financing consists of a $3,000,000 loan to Wells OP from
Cardinal.  The Seller Financing requires the payment of the full principal
balance plus accrued interest on the earlier of: (i) December 20, 2001, or (ii)
the date that the Guaranty Federal Loan is repaid in full. The interest rate on
the Seller Financing is 6% per annum. The Seller Financing is secured by a
second priority mortgage against the Stone & Webster Building.

2

Description of the Stone & Webster Building and Site.  The Stone & Webster
----------------------------------------------------                      
Building, which was completed in 1994, is a six-story office building containing
approximately 312,564 rentable square feet located on a 9.96 acre tract of land.
In addition, this site includes 4.34 acres of unencumbered land available for
expansion.  The first four floors of the Stone & Webster Building are occupied
by Stone & Webster, and the fifth and sixth floors are occupied by SYSCO
Corporation (SYSCO).

Location of the Stone & Webster Building.  The Stone & Webster Building is
----------------------------------------                                  
located in a growing area with nearby access to the Houston freeway system,
employment centers and shopping centers.  The site is within two miles of
Interstate 10 near the intersection of Briar Forest Drive and Dairy Ashford
Road.  There is a planned development to the southeast of the site known as
Westchase which comprises 1,347 acres of land developed for a variety of uses
such as high-rise office buildings, office/warehouse buildings, apartment
complexes, condominium projects, retail shopping centers and hotels.

The Stone & Webster Lease.  Stone & Webster occupies 206,048 rentable square
-------------------------                                                   
feet (floors 1 through 4) of the Stone & Webster Building under an Office
Building Lease between Wells OP and Stone & Webster entered into at closing.
The current term of the Stone & Webster lease is ten years, which commenced on
December 21, 2000, and expires on December 20, 2010. Stone & Webster has the
right to extend the Stone & Webster lease for two additional five-year periods
of time for a base rent equal to the greater of (i) the last year's rent, or
(ii) the then-current fair market rental value.  In the event that the parties
cannot agree upon the fair market rental value, such value shall be determined
in accordance with the appraisal procedure contained in the Stone & Webster
lease.

Stone & Webster is a full-service engineering and construction company
offering managerial and technical resources for solving complex  energy,
environmental, infrastructure and industrial challenges.  Stone & Webster, which
was founded in 1889 as an electrical testing laboratory and consulting firm, has
evolved into a global organization employing more than 5,000 people worldwide.

The Stone & Webster lease is guaranteed by The Shaw Group, Inc., the parent
company of Stone & Webster.  Shaw Group is the largest supplier of fabricated
piping systems and services in the world.  Shaw Group distinguishes itself by
offering comprehensive solutions consisting of integrated engineering and
design, pipe fabrication, construction and maintenance services and the
manufacture of specialty pipe fittings and supports to the power generation,
crude oil refining, chemical and petrochemical processing and oil and gas
exploration and production industries.  Shaw Group has approximately 13,000
employees with offices in the United States, Australia, Canada, the United
Kingdom, Venezuela and Bahrain.  Shaw Group reported net income of approximately
$18.1 million on revenues of approximately $494 million for the fiscal year
1999, and reported a net worth, as of December 31, 1999, of over $174 million.

The annual base rent payable under the Stone & Webster lease is $4,533,056
($22 per square foot) payable in monthly installments of $377,754.67 for the
first five years of the lease term and $5,213,014 ($25.30 per square foot)
payable in monthly installments of $434,417.83 for the remainder of the lease
term.

Pursuant to the Stone & Webster lease, Stone & Webster is required to pay
its proportionate share of taxes relating to the Stone & Webster Building and
all operating costs incurred by the landlord in maintaining and operating the
Stone & Webster Building, including garbage and waste disposal, janitorial
service and window cleaning, security, insurance, water and sewer charges,
wages, salaries and employee benefits of all employees engaged in the operation,
maintenance and management of the building, indoor and outdoor landscaping,
utilities and repairs, replacements and general maintenance.  Wells OP, as the
landlord, will be responsible for maintaining the common areas of the building,
the roof, foundation, exterior walls and windows, load bearing items and the
central heating, ventilation and air conditioning, electrical, mechanical and
plumbing systems of the building.

3

The SYSCO Lease.  SYSCO currently occupies 106,516 rentable square feet (floors
---------------                                                                
5 and 6) of the Stone & Webster Building under a Lease Agreement.  The
landlord's interest in the SYSCO lease was assigned to Wells OP at the closing.
The initial term of the SYSCO lease is ten years, which commenced on October 1,
1998, and expires on September 30, 2008.

SYSCO is the largest marketer and distributor of foodservice products in
North America. SYSCO operates from 101 distribution facilities and provides its
products and services to about 356,000 restaurants and other users across the
United States and portions of Canada.  SYSCO distributes a wide variety of fresh
and frozen meats, seafood, poultry, fruits and vegetables, plus bakery products,
canned and dry foods, paper and disposable products, sanitation items, dairy
foods, beverages, kitchen and tabletop equipment, as well as medical and
surgical supplies. SYSCO reported net income of approximately $362 million on
revenues of approximately $17 billion for the fiscal year ending July 2000, and
reported a net worth, as of June 30, 2000, of over $1.4 billion.

The annual base rent payable under the SYSCO lease is $2,130,320 ($20 per
square foot) payable in monthly installments of $177,526.67 for the first five
years of the lease term and $2,236,836 ($21 per square foot) payable in monthly
installments of $186,403 for the remainder of the lease term.

Pursuant to the SYSCO lease, SYSCO is required to pay its proportionate
share of taxes and operating costs incurred by the landlord in maintaining and
operating the Stone & Webster Building, including supplies and materials,
utilities, insurance and repairs, replacements, general maintenance and wages
and salaries (including management fees not to exceed 3% of gross revenues
attributable to the building) of all employees engaged in maintaining and
operating the Stone & Webster Building.  Wells OP, as the landlord, will be
responsible for maintaining the common areas of the building, the roof,
foundation, exterior walls and windows, load bearing items and the central
heating, ventilation and air conditioning, electrical, mechanical and plumbing
systems of the building.

Metris Minnetonka Building

Purchase of the Metris Minnetonka Building. On December 21, 2000, Wells OP
------------------------------------------                                 
purchased a nine-story office building with approximately 300,633 rentable
square feet located at 10900 Wayzata Boulevard, Minnetonka, Minnesota. Wells OP
purchased the Metris Minnetonka Building from Opus Northwest, L.L.C. (Opus),
pursuant to that certain Purchase Agreement dated October 31, 2000 (Metris
Agreement) between Opus and the Advisor. Opus is not in any way affiliated with
the Wells REIT or the Advisor.

The rights under the Metris Agreement were assigned by the Advisor, the
original purchaser under the Metris Agreement, to Wells OP at closing.  The
purchase price for the Metris Minnetonka Building was $52,800,000.  Wells OP
also incurred additional acquisition expenses in connection with the purchase of
the Metris Minnetonka Building, including attorneys' fees, recording fees, loan
fees, and other closing costs, of approximately $100,000.  In order to finance
the acquisition of the Metris Minnetonka Building, Wells OP obtained $52,800,000
in loan proceeds by drawing down on an existing line of credit with SouthTrust
Bank, N.A.

An independent appraisal of the Metris Minnetonka Building was prepared by
CB Richard Ellis, Inc., real estate appraisers, as of October 26, 2000, pursuant
to which the market value of the land and the leased fee interest subject to the
lease described below was estimated to be $52,800,000, in cash or terms
equivalent to cash.  This value estimate was based upon a number of assumptions,
including that the Metris Minnetonka Building will continue operating at a
stabilized level with Metris Direct, Inc. (Metris) occupying 100% of the
rentable area, and is not necessarily an accurate reflection of the fair market
value of the property or the net proceeds which would result from an immediate
sale of this property.  Wells OP also obtained an environmental report and an
engineering inspection report prior to the closing evidencing

4

that the condition of the land and the Metris Minnetonka Building were
satisfactory.

Description of the Metris Minnetonka Building and Site.  As set forth above, the
------------------------------------------------------                          
Metris Minnetonka Building is a nine-story office building containing
approximately 300,633 rentable square feet.  The Metris Minnetonka Building was
completed in August 2000.  The Metris Minnetonka Building is leased to Metris as
its corporate headquarters.  The Metris Minnetonka Building is Phase II of a two
phase office complex known as Crescent Ridge Corporate Center.  Phase I of
Crescent Ridge Corporate Center is an eight-story multi-tenant building which is
connected to the Metris Minnetonka Building by a single-story restaurant link
building.  Neither Phase I of Crescent Ridge Corporate Center nor the connecting
restaurant are owned by Wells OP.

The Metris Minnetonka Building is constructed of steel frames with
reinforced concrete masonry floors and roofs.  The exterior is earth tone cast
stone and reflective glass with marble medallion accents.  The building features
state of the art technology capabilities, including fiber optic cabling,
individual heating and cooling controls for every 1,200 square feet of tenant
space, a combination of fluorescent and parabolic lighting, a wet sprinkler
system, and four computer-controlled traction passenger elevators with 2,500
pound maximum capacity.  Each floor contains approximately 34,000 square feet.
The office areas and hallways are carpeted, the flooring in the restrooms is
ceramic tile and the flooring in the lobby is natural stone.  Drop acoustical
ceilings are installed in the office areas at the nine foot level.  Other
amenities at the Metris Minnetonka Building include a conference center, a full
service cafeteria, two-story vaulted lobbies, a fitness area and locker
facilities and a card access system.  The Metris Minnetonka Building is located
on an irregularly shaped 13.58 acre site which overlooks a large adjoining
wetland area.

Location of the Metris Minnetonka Building. The Metris Minnetonka Building is
------------------------------------------- 
located in Minnetonka, Minnesota, which is a western suburb of Minneapolis. The
site is located within the Interstate 394 corridor at the northeast corner of
Interstate 394 and County Road 73 (Hopkins Crossroads). The Interstate 394
corridor contains approximately 6,500,000 square feet in office space and is an
attractive location for, among other reasons, its proximity to Minneapolis/St.
Paul, its proximity to executive housing around Lake Minnetonka and the
Minneapolis lakes area and its proximity and accessibility to labor markets.
Among other corporate headquarter locations located within the Interstate 394
corridor are Cargill, Carlson Companies, General Mills, Life USA and Travelers
Express. There are significant limitations on new developments within the
Interstate 394 corridor which is anticipated to result in a supply constrained
situation and projected low vacancy rates.

Description of Metris Lease.    Metris occupies all 300,633 rentable square feet
---------------------------                                                     
of the Metris Minnetonka Building pursuant to that certain Multitenant Office
Lease Agreement dated March 29, 1999.  The Metris lease commenced on September
1, 2000 and has an expiration date of December 31, 2011.  Metris has the right
to renew the Metris lease for an additional five-year term with not less than 18
months notice prior to the expiration of the initial term at fair market rent,
but in no event less than the basic rent payable in the immediate preceding
period.  In the event that the parties cannot agree upon the fair market rent
for the renewal term, the fair market rent will be determined in accordance with
the appraisal provisions of the Metris lease.

Metris is a principal subsidiary of Metris Companies, Inc. (Metris
Companies), a publicly traded company listed on the New York Stock Exchange
(symbol MXT) which has guaranteed the Metris lease.  Metris Companies is an
information-based direct marketer of consumer credit products and fee based
services primarily to moderate income consumers.  Metris Companies consumer
credit products are primarily unsecured credit cards issued by its subsidiary,
Direct Merchants Credit Card Bank.  Metris Companies customers and prospects
include individuals for whom credit bureau information is available and existing
customers of a former affiliate, Fingerhut Corporation.  Metris Companies
markets its fee

5

based services, including debt waiver programs (credit insurance for death or
disability), membership clubs, extended service plans and third party insurance,
to its credit card customers. For calendar year 1999, Metris Companies had net
income of approximately $115 million on revenues of approximately $1.369
billion, and reported a net worth, as of December 31, 1999, of approximately
$623 million. Metris Companies employs approximately 3,400 people. Metris
Companies carries a B+ rating by S & P for its senior debt, with a stable
outlook.

Rental income for the initial 136-month term is summarized as follows:

Dates              Annual Net Rent         PSF
----------------------------------------------------------
Sept. '00 - Dec. '06         $4,960,445           $16.50    
----------------------------------------------------------   
Jan. '07 - Dec. '09          $5,576,742           $18.55    
----------------------------------------------------------   
Jan. '10 - Dec. '10          $6,178,008           $20.55    
----------------------------------------------------------   
Jan. '11 - Dec. '11          $6,478.641           $21.55    
----------------------------------------------------------   

While Metris was granted certain rental concessions under the Metris lease,
Opus, the seller, has agreed to cover the free rent, so as to yield the above
net effective rates to Wells OP.  In addition, Metris is required to pay annual
parking and storage fees of $132,384 through December 2006 and $164,052 payable
on a monthly basis for the remainder of the lease term.

Pursuant to the Metris lease, Metris is required to pay 100% of operating
costs incurred by the landlord in maintaining and operating the Metris
Minnetonka Building, including all property taxes, insurance premiums,
maintenance and repair costs, steam, electricity, water, sewer, gas and other
utility charges, fuel, lighting, window washing, janitorial services and
reasonable management fees (not to exceed 1.75% of gross revenues from the
Metris Minnetonka Building). Wells OP, as the landlord, will be responsible for
repair and maintenance of the foundations, exterior walls and roof of the Metris
Minnetonka Building and the electrical, mechanical, plumbing, heating and air
conditioning systems.

The Metris lease also contains a construction warranty pursuant to which
the landlord has warranted to Metris that the tenant improvements and related
materials, equipment and installation shall be free from defects in workmanship
and shall conform to the plans and specifications.  The landlord is obligated to
repair, correct or replace, as necessary, any defective item occasioned by a
breach of such warranty if notified by Metris within one year from the
commencement date of the Metris lease.  Pursuant to the Metris Agreement,
however, Opus has assumed the obligation for any such repairs so long as Wells
OP notifies Opus of any claims by Metris under the construction warranty no
later than January 20, 2002.

AT&T Call Center Buildings

Purchase of the AT&T Call Center Buildings.  On December 28, 2000, the Wells
------------------------------------------                                  
Fund XII - REIT Joint Venture Partnership (Fund XII-REIT Joint Venture), a joint
venture between Wells OP and Wells Real Estate Fund XII, L.P. (Wells Fund XII),
acquired a one-story office building and a two-story office building containing
an aggregate of approximately 128,500 rentable square feet located at 3201 Quail
Springs Parkway, Oklahoma City, Oklahoma.  The Fund XII-REIT Joint Venture
purchased the AT&T Call Center Buildings from OKC Real Estate Investments, Inc.
(OKC) pursuant to that certain Agreement for the Purchase and Sale of Property
between OKC, as seller, and the Advisor, as purchaser.  OKC is not in any way
affiliated with the Registrant or the Advisor.

The Advisor, the original purchaser under the agreement, assigned its
rights under the agreement to the Fund XII-REIT Joint Venture at closing.  The
Fund XII-REIT Joint Venture paid a purchase price of $15,300,000 for the AT&T
Call Center Buildings and incurred additional acquisition expenses in

6

connection with the purchase of the AT&T Call Center Buildings, including
attorneys' fees, recording fees and other closing costs, of approximately
$27,554.

Wells OP made a capital contribution of $6,736,554 and Wells Fund XII made
a capital contribution of $8,591,000 to the Fund XII-REIT Joint Venture to fund
their respective shares of the acquisition costs for the AT&T Call Center
Buildings.

Description of the AT&T Call Center Buildings and the Site.  As set forth above,
----------------------------------------------------------                      
the AT&T Call Center Buildings consist of a one-story office building and a two-
story office building containing approximately 50,000 and 78,500 rentable square
feet, respectively, on a 11.34 acre tract of land.  Construction on the
buildings was completed in April 1998 and December 2000, respectively.  The two
adjacent buildings are connected by a mutual hallway.  Both buildings are
constructed using a steel frame with steel beams on a concrete slab with
concrete footings.  The exterior walls are made of tilt-up concrete panels with
punched openings around the perimeter.  The windows consist of tempered glass in
aluminum frames.  The interior walls consist of gypsum board covered with semi-
gloss enamel paint.  In addition, the two-story office building contains a fully
equipped cafeteria and an elevator.  There are approximately 775 paved surface
parking spaces at the site.

The AT&T Call Center Buildings are located in the Quail Springs Office Park
North in Oklahoma City, Oklahoma.  Quail Springs Office Park North is located in
the northwest sector of Oklahoma City, approximately eight to 11 miles northwest
of the central business district.  Oklahoma City is known for its competitive
real estate prices, available space for business, supportive governmental
services, good labor quality and diversified economic base. The city's largest
employers include the State of Oklahoma, Avaya, Inc., Southwestern Bell
Telephone and General Motors Corporation.

An independent appraisal of the AT&T Call Center Buildings was prepared by
Isaacs & Associates, real estate appraisers and consultants, as of July 14,
2000, pursuant to which the market value of the land and the leased fee interest
subject to the AT&T lease and the Jordan lease (described below) was estimated
to be $15,400,000, in cash or terms equivalent to cash.  This value estimate was
based upon a number of assumptions, including that the AT&T Call Center
Buildings will continue operating at a stabilized level with tenants occupying
100% of the rentable area, and is not necessarily an accurate reflection of the
fair market value of the property or the net proceeds which would result from an
immediate sale of this property.  The Fund XII-REIT Joint Venture also obtained
an environmental report and an engineering inspection report prior to the
closing evidencing that the condition of the land and the AT&T Call Center
Buildings were satisfactory.

The AT&T Lease.  The entire 78,500 rentable square feet of the two-story office
--------------                                                                 
building and 25,000 rentable square feet of the one-story office building are
currently under a net lease agreement with AT&T Corp. (AT&T).  The landlord's
interest in the AT&T lease was assigned to the Fund XII-REIT Joint Venture at
the closing.  The AT&T lease commenced on April 1, 2000, and the initial term
expires on November 30, 2010.  AT&T has the right to extend the AT&T lease for
two additional five-year periods of time at the then-current fair market rental
rate upon delivering written notice within 240 days prior to lease expiration.

AT&T is among the world's leading voice and data communications companies,
serving consumers, businesses and governments worldwide. AT&T has one of the
largest digital wireless networks in North America and is one of the leading
suppliers of data and internet services for businesses. In addition, AT&T offers
outsourcing, consulting and networking-integration to large businesses and is
one of the largest direct internet access service providers for consumers in the
United States. During fiscal year 1999, AT&T had net income of approximately
$3.43 billion on revenues of over $62.39 billion.

7

The base rent payable for the initial lease term of the AT&T lease is as
follows:

-----------------------------------------------------------------------
Lease Months            Annual Rent        Rentable Square Feet/Year                         
-----------------------------------------------------------------------

Months 1 to 8*          $  300,000         $12.00                                            
-----------------------------------------------------------------------                      
Months 9 to 35          $1,242,000         $12.00                 
-----------------------------------------------------------------------                      
Months 36 to 65         $1,293,750         $12.50                  
-----------------------------------------------------------------------                                            
Months 66 to 95         $1,345,500         $13.00                    
-----------------------------------------------------------------------                                            
Months 96 to 125        $1,397,250         $13.50                     
-----------------------------------------------------------------------                                            

___________________
*For occupancy of 25,000 square feet of the one-story office building only.

Under the AT&T lease, AT&T is required to pay, as additional monthly rent,
its gas, water and electricity costs and all operating expenses, including but
not limited to, garbage and waste disposal, telephone, sprinkler service,
janitorial service, security, insurance premiums, all taxes, assessments and
other governmental levies and such other operating expenses with respect to its
portion of the AT&T Call Center Buildings.  In addition, AT&T is responsible for
all routine maintenance and repairs to its portion of the AT&T Call Center
Buildings.  The Fund XII-REIT Joint Venture, as landlord, will be responsible
for the repair and replacement of the roof, foundation, load bearing items,
exterior surface walls, plumbing, pipes, conduits and electrical, mechanical and
plumbing systems of the AT&T Call Center Buildings.  AT&T must obtain written
consent from the Fund XII-REIT Joint Venture before making any alterations to
the premises in excess of $10,000.

AT&T has a right of first offer to lease the remainder of the space in the
one-story office building currently occupied by Jordan Associates, Inc.
(Jordan), as described below, if Jordan vacates the premises.

The Jordan Lease.  Jordan currently occupies the remaining 25,000 rentable
----------------                                                          
square feet contained in the one-story office building under a net lease
agreement.  The landlord's interest in the Jordan lease was also assigned to the
Fund XII-REIT Joint Venture at the closing.  The Jordan lease commenced on April
1, 1998, and the initial term expires on March 31, 2008.  Jordan has the right
to extend the Jordan lease for one additional five-year period of time at the
then-current fair market rental rate upon delivering written notice within 240
days prior to expiration of the initial lease term.

Jordan provides businesses with advertising and related services including
public relations, research, direct marketing and sales promotion.  Through this
corporate office and other offices in Tulsa, St. Louis, Indianapolis and Wausau,
Wisconsin, Jordan provides services to major clients such as Bank One, Oklahoma,
N.A., BlueCross & BlueShield of Oklahoma, Kraft Food Services, Inc., Logix
Communications and the American Dental Association.  Jordan employs
approximately 100 employees and has been in business for over 35 years.

The base rent payable for the initial lease term of the Jordan lease is as
follows:

-------------------------------------------------------------------------
Lease Months            Annual Rent         Rentable Square Feet/Year
------------------------------------------------------------------------- 

Months 1 to 60          $294,500             $11.78
------------------------------------------------------------------------- 
Months 61 to 120        $332,000             $13.28
------------------------------------------------------------------------- 

Under the Jordan lease, Jordan is required to pay as additional monthly
rent its gas, water and electricity costs and all operating expenses, including,
but not limited to, garbage and waste disposal, telephone, sprinkler service,
janitorial service, security, insurance premiums, all taxes, assessments and

8

other governmental levies and such other operating expenses with respect to its
portion of the one-story building.  In addition, Jordan is responsible for all
routine maintenance and repairs to its portion of the one-story building.  The
Fund XII-REIT Joint Venture, as landlord, will be responsible for the repair and
replacement of the roof, foundation, load bearing items, exterior surface walls,
plumbing, pipes, conduits and electrical, mechanical and plumbing systems of the
AT&T Call Center Buildings.

Property Fees

Wells Management Company, Inc. (Wells Management), an affiliate of the
Advisor to Wells REIT, has been retained to manage and lease both the Stone &
Webster Building and the Metris Minnetonka Building.  The Wells REIT shall pay
management and leasing fees to Wells Management in the amount of 4.5% of gross
revenues from the Stone & Webster Building and the Metris Minnetonka Building,
subject to certain limitations.

Wells Management has also been retained to manage and lease the AT&T Call
Center Buildings.  The Fund XII-REIT Joint Venture will pay management and
leasing fees to Wells Management in the amount of 4.5% of gross revenues from
the AT&T Call Center Buildings, subject to certain limitations.

Management's Discussion and Analysis of Financial Condition and Results of
Operation

The information contained on page 98 in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" section of the prospectus is revised as of the date of this
supplement by the deletion of the first two paragraphs of that section and the
insertion of the following paragraphs in lieu thereof:

We began active operations on June 5, 1998, when we received and
accepted subscriptions for 125,000 shares pursuant to our initial public
offering, which commenced on January 30, 1998.  We terminated our initial
public offering on December 19, 1999.  Of the $132,181,919 raised in the
initial offering, we invested a total of $111,032,812 in properties.  On
December 20, 1999, we commenced a follow-on public offering of up to
22,200,000 shares of common stock at $10 per share.  We terminated our
follow-on public offering on December 19, 2000.  Of the $175,229,193 raised
in the follow-on offering, we invested a total of $147,192,522 in
properties.

Pursuant to the prospectus, we commenced this third offering of shares
of our common stock on December 20, 2000.  As of January 31, 2001, we had
received an additional $25,133,848 in gross offering proceeds from the sale
of 2,513,385 shares in the third offering.  As of January 31, 2001, we had
raised in the aggregate a total of $332,544,960 in offering proceeds
through the sale of 33,254,496 shares of common stock.  As of January 31,
2001, we had paid a total of $11,586,654 in acquisition and advisory fees
and acquisition expenses, had paid a total of $41,380,909 in selling
commissions and organizational and offering expenses, had made capital
contributions of $272,237,045 to Wells OP for investments in joint ventures
and acquisitions of real property, had utilized $1,497,691 for the
redemption of stock pursuant to our share redemption program, and were
holding net offering proceeds of $5,842,661 available for investment in
additional properties.
9

Financial Statements

The statements of revenues over certain operating expenses of the Stone &
Webster Building and the AT&T Call Center Buildings for the year ended December
31, 1999, included in this supplement and elsewhere in the registration
statement, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included in this supplement in reliance upon the authority of said firm as
experts in giving said reports.

The statements of revenues over certain operating expenses of the Stone &
Webster Building and the AT&T Call Center Buildings for the nine months ended
September 30, 2000, included in this supplement and elsewhere in the
registration statement have not been audited.

The Pro Forma Statements of Income and Pro Forma Balance Sheet of the Wells
REIT as of December 31, 1999 and September 30, 2000, which are included in this
supplement, have not been audited.

10

INDEX TO FINANCIAL STATEMENTS

Page
----

Stone & Webster Building

Financial Statements
--------------------

Report of Independent Public Accountants                         12

Statements of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999 (audited) and for the
nine months ended September 30, 2000 (unaudited)                 13

Notes to Statements of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999 (audited) and
for the nine months ended September 30, 2000 (unaudited)         14

AT&T Call Center Buildings

Financial Statements
--------------------

Report of Independent Public Accountants                         16

Statements of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999 (audited) and for the
nine months ended September 30, 2000 (unaudited)                 17

Notes to Statements of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999 (audited) and
for the nine months ended September 30, 2000 (unaudited)         18

Wells Real Estate Investment Trust, Inc.

Unaudited Pro Forma Financial Statements
----------------------------------------

Summary of Unaudited Pro Forma Financial Statements              20

Pro Forma Balance Sheet as of September 30, 2000                 21

Pro Forma Statements of Income for the year ended
December 31, 1999 and for the nine months ended
September 30, 2000                                               23

11

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the STONE & WEBSTER BUILDING for the year ended December 31, 1999.
This financial statement is the responsibility of management.  Our
responsibility is to express an opinion on this financial statement based on our
audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States.  These standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statement is
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.  An
audit also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the Stone &
Webster Building after acquisition by the Wells Operating Partnership, L.P. (on
behalf of Wells Real Estate Investment Trust, Inc.). The accompanying statement
of revenues over certain operating expenses was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and is not intended to be a complete presentation of the Stone &
Webster Building's revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the Stone & Webster Building for the year ended December 31, 1999,
in conformity with accounting principles generally accepted in the United
States.

/s/ Arthur Andersen LLP

Atlanta, Georgia
January 19, 2001

12

STONE & WEBSTER BUILDING

STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000

2000              1999
----------        ----------
Unaudited)

RENTAL REVENUES                                         $1,637,685        $2,183,580

OPERATING EXPENSES, net of reimbursements                1,250,097         1,666,796
----------        ----------
REVENUES OVER CERTAIN OPERATING EXPENSES                $  387,588        $  516,784
==========        ==========

The accompanying notes are an integral part of these statements.

13

STONE & WEBSTER BUILDING

NOTES TO STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On December 21, 2000, the Wells Operating Partnership L.P. ("Wells OP"), a
Delaware Limited Partnership formed to acquire, own, lease, operate, and
manage real properties on behalf of the Wells Real Estate Investment Trust,
Inc., acquired the Stone & Webster Building from Cardinal Paragon, Inc.
("Cardinal"). Cardinal is not an affiliate of Wells OP. The total purchase
price of the Stone & Webster Building was $44,970,000. Wells OP incurred
additional acquisition expenses in connection with the purchase of the
Stone & Webster Building, including attorney's fees, recording fees, loan
fees, and other closing costs, of approximately $45,000. The funds used to
purchase the Stone & Webster Building consisted of cash and proceeds from
notes payable to Guarantee Federal Bank, F.S.B. and Cardinal.

Stone & Webster, Inc. ("Stone & Webster") occupies 206,048 of the entire
312,564 rentable square feet of the Stone & Webster Building under an
office building lease between Wells OP and Stone & Webster (the "Stone &
Webster Lease") entered into at closing. The current term of the Stone &
Webster Lease is ten years, which commenced on December 28, 2000 and
expires on December 31, 2010. Stone & Webster has the right to extend the
Stone & Webster Lease for two additional five-year periods for a base rent
equal to the greater of (i) the last year's rent, or (ii) the then-current
"fair market rental value." In the event that the parties cannot agree upon
the fair market rental value, such value shall be determined in accordance
with the appraisal procedure contained in the Stone & Webster Lease. The
Stone & Webster Lease is guaranteed by The Shaw Group, Inc., the parent
company of Stone & Webster. Pursuant to the Stone & Webster Lease, Stone &
Webster is required to pay its proportionate share of property taxes
relating to the Stone & Webster Building and all operating costs incurred
by the landlord in maintaining and operating the Stone & Webster Building,
including garbage and waste disposal, janitorial service and window
cleaning, security, insurance, water and sewer charges, wages, salaries,
and employee benefits of all employees engaged in the operation,
maintenance and management of the building, indoor and outdoor landscaping,
utilities and repairs, replacements and general maintenance.

SYSCO occupies the remaining 106,516 rentable square feet of the Stone &
Webster Building under a Lease Agreement (the "SYSCO Lease"). The
landlord's interest in the SYSCO Lease was assigned to Wells OP at the
closing. The initial term of the SYSCO Lease is ten years, which commenced
on October 1, 1998, and expires on September 20, 2008. Pursuant to the
SYSCO Lease, SYSCO is required to pay its proportionate share of property
taxes and operating costs incurred by the landlord in maintaining and
operating the Stone & Webster Building, including supplies and materials,
utilities, insurance and repairs, replacements, general maintenance and
wages and salaries (including management fees not to exceed 3% of gross
revenues attributable to the building) of all employees engaged in such
operation.

Rental Revenues

14

Rental income from leases is recognized on a straight-line basis over the
life of the lease.

2.   BASIS OF ACCOUNTING

The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis. This statement has been prepared in
accordance with the applicable rules and regulations of the Securities and
Exchange Commission for real estate properties acquired. Accordingly, the
statement excludes certain historical expenses, such as depreciation,
interest, and management fees, not comparable to the operations of the
Stone & Webster Building after acquisition by Wells OP.

15

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Fund XII, L.P. and
Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the AT&T CALL CENTER BUILDINGS for the year ended December 31,
1999. This financial statement is the responsibility of management. Our
responsibility is to express an opinion on this financial statement based on our
audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit also
includes assessing the accounting principles used and significant estimates made
by management as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the AT&T
Call Center Buildings after acquisition by the Wells Fund XII--REIT Joint
Venture. The accompanying statement of revenues over certain operating expenses
was prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission and is not intended to be a complete
presentation of the AT&T Call Center Buildings' revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the AT&T Call Center Buildings for the year ended December 31, 1999,
in conformity with accounting principles generally accepted in the United
States.

/s/ Arthur Andersen LLP

Atlanta, Georgia
January 19, 2001

16

AT&T CALL CENTER BUILDINGS

STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31,1999

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000

2000             1999
--------         ---------
(Unaudited)

RENTAL REVENUES                                                                              $867,914         $313,250

OPERATING EXPENSES, net of reimbursements                                                       6,273           20,155
--------         --------
REVENUES OVER CERTAIN OPERATING EXPENSES                                                     $861,641         $293,095
========         ========

The accompanying notes are an integral part of these statements.

17

AT&T CALL CENTER BUILDINGs

NOTES TO STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1999

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On December 28, 2000, the Wells Fund XII-REIT Joint Venture (the "Joint
Venture") acquired the AT&T Call Center Buildings from OKC Real Estate
Investments, Inc. ("OKC"). The Joint Venture is a joint venture partnership
between Wells Real Estate Fund XII, L.P. ("Wells Fund XII") and Wells
Operating Partnership, L.P. ("Wells OP"), a Delaware Limited Partnership
formed to acquire, own, lease, operate, and manage real properties on
behalf of Wells Real Estate Investment Trust, Inc. OKC is not an affiliate
of Wells Fund XII or Wells OP. The total purchase price of the AT&T Call
Center Buildings was $15,300,000. Additional acquisition expenses incurred
in connection with the purchase of the AT&T Call Center Buildings, included
attorney's fees, recording fees, loan fees, and other closing costs, of
approximately $28,000. Wells Fund XII contributed $8,591,000, and Wells OP
contributed $6,737,000 to the Joint Venture for their respective shares of
the purchase of the AT&T Call Center Buildings.

AT&T Corp. ("AT&T") occupies the entire 78,500 rentable square feet of the
two-story office building and 25,000 rentable square feet of the one-story
office building under a net lease agreement (the "AT&T Lease"). The
landlord's interest in the AT&T Lease was assigned to the Joint Venture at
the closing. The initial term of the AT&T Lease commenced on April 1, 2000
and expires on November 30, 2010. AT&T has the right to extend the AT&T
Lease for two additional five-year periods at the then-current fair market
rental rate upon delivering written notice within 240 days prior to
expiration of the lease. Under the AT&T lease, AT&T is required to pay, as
additional monthly rent, its gas, water, and electricity costs and all
operating expenses, including, but not limited to, garbage and waste
disposal, telephone, sprinkler service, janitorial service, security,
insurance premiums, all taxes, assessments and other governmental levies,
and such other operating expenses with respect to its portion of the AT&T
Call Center Buildings. In addition, AT&T is responsible for all routine
maintenance and repairs to its portion of the AT&T Call Center Buildings.

Jordan Associates, Inc. ("Jordan") currently occupies the remaining 25,000
rentable square feet contained in the one-story building under a net lease
agreement (the "Jordan Lease"). The landlord's interest in the Jordan lease
was also assigned to the Fund XII-REIT Joint Venture at the closing. The
initial term of the Jordan Lease commenced on April 1, 1998 and expires on
March 31, 2008. Jordan has the right to extend the Jordan lease for one
additional five-year period at the then-current fair market rental rate
upon delivering written notice within 240 days prior to expiration of the
initial lease term. Under the Jordan Lease, Jordan is required to pay as
additional monthly rent, its gas, water, and electricity costs, and all
operating expenses, including, but not limited to, garbage and waste
disposal, telephone, sprinkler service, janitorial service, security,
insurance premiums, all taxes, assessments and other governmental levies,
and such other operating expenses with respect to its portion of the AT&T
Call Center Buildings. In addition, Jordan is responsible for all routine
maintenance and repairs to its portion of the AT&T Call Center Buildings.

18

Rental Revenues

Rental income from leases is recognized on a straight-line basis over the
life of the lease.

2.   BASIS OF ACCOUNTING

The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis. This statement has been prepared in
accordance with the applicable rules and regulations of the Securities and
Exchange Commission for real estate properties acquired. Accordingly, the
statement excludes certain historical expenses, such as depreciation,
interest, and management fees, not comparable to the operations of the AT&T
Call Center Buildings after acquisition by the Joint Venture.

19

WELLS REAL ESTATE INVESTMENT TRUST, INC.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The following unaudited pro forma balance sheet as of September 30, 2000
has been prepared to give effect to the acquisition of the Motorola
Plainfield Building ("Prior Acquisition"), the Stone & Webster Building,
and the Metris Minnetonka Building by the Wells Operating Partnership, L.P.
("Wells OP"), and the AT&T Call Center Buildings by the Wells XII-REIT
Joint Venture (a joint venture between the Wells OP and Wells Real Estate
Fund XII, L.P.), as if the acquisitions occurred on September 30, 2000. The
following unaudited pro forma statements of income (loss) for the year
ended December 31, 1999 for and the nine months ended September 30, 2000
have been prepared to give effect to the acquisition of the Dial Building,
the ASML Building, the Motorola Tempe Building, the Motorola Plainfield
Building (together, the "Prior Acquisitions"), the Stone & Webster
Building, the Metris Minnetonka Building and the AT&T Call Center Buildings
as if each acquisition occurred on January 1, 1999.

Wells OP is a Delaware limited partnership that was organized to own and
operate properties on behalf of the Wells Real Estate Investment Trust,
Inc. Wells Real Estate Investment Trust, Inc. is the general partner of the
Wells OP.

These unaudited pro forma financial statements are prepared for
informational purposes only and are not necessarily indicative of future
results or of actual results that would have been achieved had the
acquisitions been consummated at the beginning of the period presented.

As of September 30, 2000, the date of the accompanying pro forma balance
sheet, Wells OP held cash of $12,257,161. The additional cash used to
purchase the Stone & Webster Building, the Metris Minnetonka Building, and
the AT&T Call Center Buildings including deferred project costs paid to
Wells Capital, Inc. (an affiliate of Wells OP), was raised through the
issuance of additional shares subsequent to September 30, 2000, but prior
to the acquisition dates of December 21, 2000, December 21, 2000, and
December 28, 2000, respectively. This balance is reflected in due to
affiliates in the accompanying pro forma balance sheet.

20

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA BALANCE SHEET

SEPTEMBER 30, 2000

(Unaudited)

ASSETS

Pro Forma Adjustments
Wells Real       ------------------------------------------------------------
Estate                                                             AT&T
Investment          Prior           Stone &         Metris        Call Center      Pro Forma
Trust, Inc.      Acquisition        Webster       Minnetonka       Buildings         Total
------------      -----------      -----------     -----------     -----------     ------------

REAL ESTATE ASSETS,
at cost:
Land                       $  21,695,304       $9,652,500(a)    $7,100,000(a) $  7,700,000(a)            0    $  47,167,473
402,509(b)       296,070(b)      321,090(b)
Buildings less
accumulated
depreciation of
$6,810,792                188,671,038       24,525,641(a)    37,914,954(a)   45,151,969(a)            0      300,750,212
1,022,719(b)     1,581,054(b)    1,882,837(b)
Construction in
progress                      295,517                0                0               0               0          295,517
------------      -----------      -----------     -----------      ----------     ------------
Total real estate
assets                 210,661,859       35,603,369       46,892,078      55,055,896               0      348,213,202

INVESTMENT IN JOINT
VENTURES                      36,708,242                0                0               0       7,017,244(e)    43,725,486

CASH AND CASH EQUIVALENTS        12,257,161      (10,753,381)(a)     (466,584)(a)           0               0                0
(954,223)(b)
(82,973)(c)

DEFERRED OFFERING COSTS           1,108,206                0                0               0               0        1,108,206

DEFERRED PROJECT COSTS              471,005         (471,005)(b)            0               0               0                0

DUE FROM AFFILIATES                 859,515                0                0               0               0          859,515

PREPAID EXPENSES AND
OTHER ASSETS                   6,344,905           82,973(c)             0               0               0        6,427,878
------------      -----------      -----------     -----------      ----------     ------------
Total assets       $268,410,893      $23,424,760      $46,425,494     $55,055,896      $7,017,244     $400,334,287
============      ===========      ===========     ===========      ==========     ============

21

LIABILITIES AND SHAREHOLDERS' EQUITY

Pro Forma Adjustments                               
Wells Real      -------------------------------------------------------                
Estate                                                       AT&T                    
Investment      Prior           Stone &        Metris       Call Center     Pro Forma  
Trust, Inc.  Acquisitions        Webster      Minnetonka      Buildings        Total    
------------  ------------      -----------    -----------     ----------    ------------

LIABILITIES:                                                                                                                        
Accounts payable and accrued expenses   $    975,821  $   424,760(a)(d) $         0    $         0     $        0    $  1,400,581
Notes payable                             38,909,030   23,000,000(a)     38,900,000(a)  52,850,000(a)           0     153,659,030

Dividends payable                          4,475,982            0                 0              0              0       4,475,982
Due to affiliate                           1,372,508            0         5,648,370(a)       1,969(a)   6,736,554(a)   18,121,142
1,877,124(b)   2,203,927(b)     280,690(b)             
------------  -----------       -----------    -----------     ----------    ------------
Total liabilities                       45,733,341   23,424,760        46,425,494     55,055,896      7,017,244     177,656,735
------------  -----------       -----------    -----------     ----------    ------------
COMMITMENTS AND CONTINGENCIES                                                                                                       

MINORITY INTEREST OF UNIT                                                                                                           
HOLDER IN OPERATING                                                                                                               
PARTNERSHIP                                   200,000            0                 0              0              0         200,000
------------  -----------       -----------    -----------     ----------    ------------
SHAREHOLDERS' EQUITY:                                                                                                               
Common shares, $.01 par value;                                                                                                   
40,000,000 shares authorized,                                                                                                    
13,471,085 shares issued and                                                                                                     
outstanding                                  261,748            0                 0              0              0         261,748
Additional paid-in capital               222,215,804            0                 0              0              0     222,215,804
Retained earnings                                  0            0                 0              0              0               0
------------  -----------       -----------    -----------     ----------    ------------
Total shareholders' equity             222,477,552            0                 0              0              0     222,477,552
------------  -----------       -----------    -----------     ----------    ------------
Total liabilities and                                                                                                          
shareholders' equity                 $268,410,893  $23,424,760       $46,425,494    $55,055,896     $7,017,244    $400,334,287
============  ===========       ===========    ===========     ==========    ============

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s purchase price for
the building.

(b)  Reflects deferred project costs allocated to the land and building at
approximately 4.17% of the purchase price.

(c)  Reflects loan fees incurred in connection with the receipt of loan
proceeds from the SouthTrust Bank, N.A., line of credit.

(d)  Reflects assumption of obligation of Wells OP to reimburse the tenant
of certain rent payments required of it under its prior lease.

(e)  Reflects Wells Real Estate Investment Trust, Inc.'s contribution to
the Wells Fund XII-REIT Joint Venture

22

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 1999

(Unaudited)

Pro Forma Adjustments
Wells Real    -----------------------------------------------------------------
Estate                                                              AT&T
Investment       Prior           Stone &           Metris          Call Center        Pro Forma
Trust, Inc.   Acquisitions       Webster         Minnetonka         Buildings           Total
-----------   ------------     -----------       -----------       ----------        ------------

REVENUES:
Rental income               $4,735,184    $7,366,142(a)   $ 2,183,580(a)    $         0       $        0         $14,284,906
Equity in income (loss) of
joint ventures            1,243,969             0                0                 0         (121,813)(l)       1,122,156
Interest income                502,993             0                0                 0                0             502,993
Other income                    13,249             0                0                 0                0              13,249
----------    ----------      -----------       -----------       ----------         -----------
6,495,395     7,366,142        2,183,580                 0         (121,813)         15,923,304
----------    ----------      -----------       -----------       ----------         -----------
EXPENSES:                                     
Depreciation and                          
amortization              1,726,103     2,864,752(b)     1,579,840(b)      1,881,392(b)             0           8,075,793
23,706(c) 
Interest                       442,029     2,758,350(d)     3,279,080(j)      3,762,920(k)             0          12,479,479
450,000(e) 
1,787,100(f) 
Operating costs, net of
reimbursements              (74,666)      (60,400)(g)    1,666,796(h)         34,092(h)             0           1,576,738
10,916 (h) 
Management and leasing fees    257,744       315,537 (i)       98,261(i)              0                0             671,542
General and administrative     123,776             0                0                 0                0             123,776
Legal and accounting           115,471             0                0                 0                0             115,471
Computer costs                  11,368             0                0                 0                0              11,368
Amortization of                           
organizational costs          8,921             0                0                 0                0               8,921
----------    ----------      -----------       -----------       ----------         -----------
2,610,746     8,149,961        6,623,977         5,678,404                0          23,063,088
----------    ----------      -----------       -----------       ----------         -----------
NET INCOME (LOSS)               $3,884,649    $ (783,819)     $(4,440,397)      $(5,678,404)      $ (121,813)        $(7,139,784)
==========    ==========      ===========       ===========       ==========         =========== 

HISTORICAL EARNINGS
PER SHARE (BASIC
AND DILUTED)                $     0.50
==========

PRO FORMA LOSS PER SHARE  
(BASIC AND DILUTED)(m)                                                                                           $     (0.24)(m)
===========
PRO FORMA LOSS PER SHARE                                                                                           
(BASIC AND DILUTED)(n)                                                                                           $     (0.23)(n)
===========

(a) Rental income is recognized on a straight-line basis.

(b) Depreciation expense on the building is recognized using the
straight-line method and a 25 year life.

(c) Amortization of loan costs over term of SouthTrust Bank, N.A. line of
credit.

(d) Interest expense on the $9,000,000 line of credit with SouthTrust Bank,
N.A. and the $26,500,000 line of credit with Bank of America, N.A., which
bear interest at 7.77% for the year ended December 31, 1999.

(e) Interest expense on the $5,000,000 note payable with Ryan Companies
U.S., Inc., the seller, which bears interest at 9% for the year ended
December 31, 1999.

(f) Interest expense on the $23,000,000 line-of-credit with SouthTrust
Bank, N.A., which bears interest at 7.77% for the year ended December 31,
1999.

(g) Consists of ground lease and insurance expense for the ASML Building
and the Motorola Tempe Building, net of tenant reimbursements.

(h) Consists of non-reimbursable operating expenses.

23

(i) Management and leasing fees equal approximately 4.5% of rental income.

(j) Interest expense on the $3,000,000 note payable to Cardinal Paragon,
Inc. and $35,900,000 note payable to Guaranteed Federal Bank, F.S.B., which
bear interest at 6% and 8.63%, respectively, for the year ended December
31, 1999.

(k) Interest expense on the $52,850,000 line of credit with SouthTrust
Bank, N.A., which bears interest at 7.12% for the year ended December 31,
1999.

(l) Reflects Wells Real Estate Investment Trust, Inc.'s equity in loss of
the Wells XII-REIT Joint Venture.

(m) As of the acquisition date of December 21, 2000, for the Stone &
Webster Building and the Metris Minnetonka Building, Wells Real Estate
Investment Trust, Inc. had 30,665,147 shares of common stock outstanding;
pro forma earnings per share is calculated as if these shares were
outstanding for the entire year ended December 31, 1999.

(n) As of the acquisition date of December 28, 2000 for the AT&T Call
Center Buildings, Wells Real Estate Investment Trust, Inc. had 31,244,246
shares of common stock outstanding; pro forma earnings per share is
calculated as if these shares were outstanding for the entire year ended
December 31, 1999.

24

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME (LOSS)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000

(Unaudited)

Pro Forma Adjustments
Wells Real     ---------------------------------------------------------------
Estate                                                               AT&T     
Investment        Prior           Stone &           Metris         Call Center        Pro Forma
Trust, Inc.    Acquisitions       Webster         Minnetonka        Buildings           Total
------------    ------------     -----------       -----------      -----------       ------------

REVENUES:
Rental income             $13,712,371     $ 2,210,432(a)   $ 1,637,685(a)    $    586,435(a)  $         0        $18,146,923
Equity in income of
joint ventures           1,684,247               0                0                  0         193,604(n)       1,877,851
Interest income               338,020               0                0                  0               0            338,020
-----------     -----------      -----------       ------------        --------       ------------ 
15,734,638       2,210,432        1,637,685            586,435         193,604         20,362,794
-----------     -----------      -----------       ------------        --------       ------------ 
EXPENSES:
Depreciation and
amortization             5,084,689       1,227,155(b)     1,184,880(b)       1,411,044(b)            0          8,925,548
17,780(c)
Interest                    2,798,299         777,450(d)     2,555,910(j)       3,186,855(k)            0         10,977,634
112,500(e)
1,546,620(f)
Operating costs, net
of reimbursements          631,407         (15,099)(g)    1,250,097(h)          22,728(h)            0          1,962,872
73,739(h)
Management and
leasing fees               919,630          99,470(i)        73,696(i)          26,390(i)            0          1,119,186
General and
administrative             273,484               0                0                  0               0            273,484
Legal and accounting          130,603               0                0                  0               0            130,603
Computer costs                  8,846               0                0                  0               0              8,846
Amortization of
organizational
costs                      150,143               0                0                  0               0            150,143
-----------     -----------      -----------       ------------        --------       ------------ 
9,997,101       3,839,615        5,064,583          4,647,017               0         23,548,316
-----------     -----------      -----------       ------------        --------       ------------ 
NET INCOME (LOSS)             $ 5,737,537     $(1,629,183)     $(3,426,898)      $ (4,060,582)       $193,604       $ (3,185,522)
===========     ===========      ===========       ============        ========       ============ 

HISTORICAL EARNINGS
PER SHARE (BASIC)
AND DILUTED)              $      0.30
===========

PRO FORMA LOSS PER SHARE
(BASIC AND
DILUTED)(l)                                                                                                     $      (0.11)(l)
============

PRO FORMA LOSS PER SHARE
(BASIC AND
DILUTED)(m)                                                                                                     $      (0.10)(m)
============

(a) Rental income is recognized on a straight-line basis.

(b) Depreciation expense on the building is recognized using the
straight-line method and a 25 year life.

(c) Amortization of loan costs over term of SouthTrust Bank, N.A. line of
credit.

(d) Interest expense on the $9,000,000 line of credit with SouthTrust Bank,
N.A. and the $26,500,000 line of credit with Bank of America, N.A., which
bear interest at 8.76% for the nine months ended September 30, 2000.

(e) Interest expense on the $5,000,000 note payable with Ryan Companies
U.S., Inc., the seller, which bears interest at 9% for the nine months
ended September 30, 2000.

(f) Interest expense on the $23,000,000 line-of-credit with SouthTrust
Bank, N.A., which bears interest at 8.97% for the nine months ended
September 30, 2000.

(g) Consists of ground lease and insurance expense for the ASML Building
and the Motorola Tempe Building, net of tenant reimbursements.

(h) Consists of non-reimbursable operating expenses.

(i) Management and leasing fees equal approximately 4.5% of rental income.

25

(j) Interest expense on the $3,000,000 note payable to Cardinal Paragon,
Inc. and the $35,900,000 note payable to Guaranteed Federal Bank, F.S.B,
which bear interest at 6% and 8.99%, respectively, for the nine months
ended September 30, 2000.

(k) Interest expense on the $52,850,000 line of credit with South Trust
Bank, N.A., which bears interest at 8.04% for the nine months ended
September 30, 2000.

(l) As of the acquisition date of December 21, 2000 for the Stone & Webster
Building and the Metris Minnetonka Building, Wells Real Estate Investment
Trust, Inc. had 30,665,147 shares of common stock outstanding; pro forma
earnings per share is calculated as if these shares were outstanding for
the entire nine months ended September 30, 2000.

(m) As of the acquisition date of December 28, 2000 for the AT&T Call
Center Buildings, Wells Real Estate Investment Trust, Inc. had 31,244,246
shares of common stock outstanding; pro forma earnings per share is
calculated as if these shares were outstanding for the entire nine months
ended September 30, 2000. 

(n) Reflect Wells Real Estate Investment Trust, Inc.'s equity in income of
the Wells XII--REIT Joint Venture.

26

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SUPPLEMENT NO. 2 DATED APRIL 25, 2001 TO THE PROSPECTUS
DATED DECEMBER 20, 2000

This document supplements, and should be read in conjunction with, the
prospectus of Wells Real Estate Investment Trust, Inc. dated December 20, 2000,
as supplemented and amended by Supplement No. 1 dated February 5, 2001. When we
refer to the "prospectus" in this supplement, we are also referring to any and
all supplements to the prospectus. Unless otherwise defined in this supplement,
capitalized terms used in this supplement shall have the same meanings as set
forth in the prospectus.

The purpose of this supplement is to describe the following:

(1)     The status of the offering of shares in Wells Real Estate 
Investment Trust, Inc. (Wells REIT);

(2)     Revisions to the "Investment Objectives and Criteria," "Risk
Factors" and "Federal Income Tax Risks" sections of the
prospectus to include a description of the Wells REIT's
participation in the Section 1031 Exchange Program sponsored
by affiliates of Wells Capital, Inc., our Advisor, and risks
associated therewith;

(3)     Revisions to the "Management's Discussion and Analysis of 
Financial Condition and Results of Operations" section of the 
prospectus;

(4)     Revisions to the "Description of Shares - Share Redemption 
Program" section of the prospectus;

(5)     Updated audited financial statements of the Wells REIT; and

(6)     Updated prior performance tables.

Status of the Offering

We commenced our initial public offering of common stock on January 30,
1998. Our initial public offering was terminated on December 19, 1999. We
received approximately $132,181,919 in gross offering proceeds from the sale of
13,218,192 shares in our initial public offering. We commenced a second offering
of common stock on December 20, 1999. Our second public offering was terminated
on December 19, 2000. We received approximately $175,229,193 in gross offering
proceeds from the sale of 17,522,919 shares in our second public offering.

Pursuant to the prospectus, we commenced our third offering of common
stock on December 20, 2000. As of April 15, 2001, we had received an additional
$83,074,813 in gross offering proceeds from the sale of 8,307,482 shares in the
third offering. Accordingly, as of April 15, 2001, we had received in the
aggregate approximately $390,485,925 in gross offering proceeds from the sale of
39,048,593 shares of our common stock.

1

Investment Objectives and Criteria - Section 1031 Exchange Program

The following paragraphs are hereby inserted into the "Investment
Objectives and Criteria" section of the prospectus at the top of page 64:

Section 1031 Exchange Program

Wells Development Corporation (Wells Development), an
affiliate of Wells Capital, our Advisor, is forming a series of single
member limited liability companies (each of which is referred to in
this prospectus as Wells Exchange) for the purpose of facilitating the
acquisition of real estate properties to be owned in co-tenancy
arrangements with persons (1031 Participants) who are looking to invest
the proceeds from a sale of real estate held for investment in another
real estate investment for purposes of qualifying for like-kind
exchange treatment under Section 1031 of the Internal Revenue Code. It
is anticipated that Wells Development will sponsor a series of private
placement offerings of co-tenancy interests in various properties to
1031 Participants.

Wells Development anticipates that properties acquired in
connection with the Section 1031 Exchange Program will be financed by
obtaining a new first mortgage secured by the property acquired. In
order to finance the remainder of the purchase price for properties to
be acquired by Wells Exchange, it is anticipated that Wells Exchange
will obtain a short-term loan from an institutional lender for each
property. Following its acquisition of a property, Wells Exchange will
attempt to sell co-tenancy interests to 1031 Participants, the proceeds
of which will be used to pay off the short-term loan. At the closing of
each property to be acquired by Wells Exchange, Wells OP will enter
into a Take Out Purchase and Escrow Agreement or similar contract,
providing that, in the event that Wells Exchange is unable to sell all
of the co-tenancy interests in that particular property to 1031
Participants, Wells OP will purchase, at Wells Exchange's cost, any
co-tenancy interests remaining unsold. (See "Risk Factors - Section
1031 Exchange Program.") In consideration for such obligation, Wells
Exchange will pay Wells OP a fee (Take Out Fee) in an amount currently
anticipated to range between 1.0% and 1.5% of the amount of the
short-term loan being obtained by Wells Exchange. (See "Risk Factors -
Federal Income Tax Risks.")

Our board of directors, including a majority of our
independent directors, will approve each Take Out Purchase and Escrow
Agreement we enter into with Wells Exchange. Accordingly, Wells
Exchange intends to purchase only real estate properties which
otherwise meet the investment objectives of the Wells REIT. Wells OP
may execute a Take Out Purchase and Escrow Agreement providing for the
potential purchase of the unsold co-tenancy interests from Wells
Exchange only after a majority of the directors of the Wells REIT,
including a majority of our independent directors, not otherwise
interested in the transaction approve of the transaction as being fair,
competitive and commercially reasonable to Wells OP and at a price to
Wells OP no greater than the cost of the co-tenancy interests to Wells
Exchange. If the price to Wells OP is in excess of such cost, the
directors of the Wells REIT must find substantial justification for
such excess and that such excess is reasonable. In addition, a fair
market value appraisal for each property must be obtained from an
independent expert selected by our independent directors, and in no
event may Wells OP purchase co-tenancy interests at a price that
exceeds the current appraised value for the property interests.

As set forth above, pursuant to the terms of Take Out Purchase
and Escrow Agreements, Wells OP will be obligated to purchase
co-tenancy interests in certain properties offered to 1031 Participants
to the extent co-tenancy interests remain unsold at the end of the
offering. All purchasers of co-tenancy interests, including Wells OP in
the event that it is required to purchase co-tenancy interests pursuant
to a Take Out Purchase and Escrow Agreement, will be required to
execute a Tenants in Common Agreement with the other purchasers of
co-tenancy interests in that 

2

particular property and a Property Management Agreement providing for
the property management and leasing of the property by Wells Management
and the payment of property management and leasing fees to Wells
Management equal to 4.5% of gross revenues. Accordingly, in the event
that Wells OP is required to purchase co-tenancy interests pursuant to
one or more of the Take Out Purchase and Escrow Agreements, we will be
subject to various risks associated with co-tenancy arrangements which
are not otherwise present in real estate investments such as the risk
that the interests of the 1031 Participants will become adverse to our
interests. (See "Risk Factors - Section 1031 Exchange Program.")

Risk Factors - Section 1031 Exchange Program

The following paragraphs are hereby inserted into the "Risk Factors"
section of the prospectus as the first full paragraph at the top of page 20:

Section 1031 Exchange Program Risks

We may have increased exposure to liabilities from litigation
as a result of our participation in the Section 1031 Exchange Program.

There will be significant tax and securities disclosure risks
associated with the private placement offerings of co-tenancy interests
by Wells Exchange to 1031 Participants. For example, in the event that
the Internal Revenue Service conducts an audit of the purchasers of
co-tenancy interests and is able to successfully challenge the
qualification of the transaction as a like-kind exchange under Section
1031 of the Internal Revenue Code, even though it is anticipated that
this tax risk will be fully disclosed to investors, purchasers of
co-tenancy interests may file a lawsuit against Wells Exchange and its
sponsors. In such event, even though Wells OP is not acting as a
sponsor of the offering and is not recommending that 1031 Participants
buy co-tenancy interests from Wells Exchange, as a result of our
participation in the Section 1031 Exchange Program, and since Wells OP
will be receiving Take Out Fees in connection with the Section 1031
Exchange Program, we may be named in or otherwise required to defend
against lawsuits brought by 1031 Participants. Any amounts we are
required to expend for any such litigation claims may reduce the amount
of funds available for distribution to shareholders of the Wells REIT.
In addition, disclosure of any such litigation may adversely affect our
ability to raise additional capital in the future through the sale of
stock. (See "Investment Objectives and Criteria - Section 1031 Exchange
Program.")

We will be subject to risks associated with co-tenancy
arrangements that are not otherwise present in a real estate
investment.

At the closing of each property to be acquired by Wells
Exchange pursuant to the Section 1031 Exchange Program, Wells OP will
enter into a Take Out Purchase and Escrow Agreement providing that, in
the event that Wells Exchange is unable to sell all of the co-tenancy
interests in that particular property by the completion of its private
placement offering, Wells OP will purchase, at Wells Exchange's cost,
any co-tenancy interests remaining unsold. Accordingly, in the event
that Wells Exchange is unable to sell all co-tenancy interests in one
or more of its properties, Wells OP will be required to purchase the
unsold co-tenancy interests in such property or properties and, thus,
will be subject to the risks of ownership of properties in a co-tenancy
arrangement with unrelated third parties. (See "Investment Objectives
and Criteria - Section 1031 Exchange Program.")

3

Ownership of co-tenancy interests involves risks not otherwise
present with an investment in real estate such as the following:

.    the risk that a co-tenant may at any time have economic or
business interests or goals which are or which become
inconsistent with our business interests or goals;

.    the risk that a co-tenant may be in a position to take
action contrary to our instructions or requests or contrary
to our policies or objectives; or

.    the possibility that a co-tenant might become insolvent or
bankrupt, which may be an event of default under mortgage
loan financing documents or allow the bankruptcy court to
reject the Tenants in Common Agreement or Management
Agreement entered into by the co-tenants owning interests in
the property.

Actions by a co-tenant might have the result of subjecting the property
to liabilities in excess of those contemplated and may have the effect
of reducing your returns.

In the event that our interests become adverse to those of the
other co-tenants, we will not have the contractual right to purchase
the co-tenancy interests from the other co-tenants. Even if we are
given the opportunity to purchase such co-tenancy interests in the
future, we cannot guarantee that we will have sufficient funds
available at the time to purchase co-tenancy interests from the 1031
Participants.

We might want to sell our co-tenancy interests in a given
property at a time when the other co-tenants in such property do not
desire to sell their interests. Therefore, we may not be able to sell
our interest in a property at the time we would like to sell. In
addition, it is anticipated that it will be much more difficult to find
a willing buyer for our co-tenancy interests in a property than it
would be to find a buyer for a property we owned outright.

Our participation in the Section 1031 Exchange Program may limit
our ability to borrow funds in the future.

Institutional lenders may view our obligations under Take Out
Purchase and Escrow Agreements to acquire unsold co-tenancy interests
in properties as a contingent liability against our cash or other
assets, which may limit our ability to borrow funds in the future.
Further, such obligations may be viewed by our lenders in such a matter
as to limit our ability to borrow funds based on regulatory
restrictions on lenders limiting the amount of loans they can make to
any one borrower. (See "Investment Objectives and Criteria - Section
1031 Exchange Program.")

Federal Income Tax Risks

The information contained on page 24 in the "Federal Income Tax Risks"
section of the prospectus is revised as of the date of this supplement by the
deletion of the first two paragraphs of that section and the insertion of the
following paragraphs in lieu thereof:

Failure to qualify as a REIT could adversely affect our
operations and our ability to make distributions.

If we fail to qualify as a REIT for any taxable year, we will be
subject to federal income tax on our taxable income at corporate rates
with no offsetting deductions for distributions for shareholders.
Further, in such event, we would generally be disqualified from
treatment as a REIT for the four taxable years following the year in
which we lose our REIT status. Accordingly, the loss of our REIT status
would reduce our net earnings available for investment or distribution
to shareholders because of the substantial tax liabilities which would
be imposed

4

on us. We might also be required to borrow funds or liquidate some
investments in order to pay the applicable tax.

Qualification as a REIT is subject to the satisfaction of
requirements set forth in the Code and Treasury Regulations and various
factual matters and circumstances which are not entirely within our
control. We have and will continue to structure our activities in a
manner designed to satisfy all of these requirements, however, if
certain of our operations were to be recharacterized by the Internal
Revenue Service, such recharacterization could jeopardize our ability
to satisfy all of the requirements for qualification as a REIT. In
addition, new legislation, regulations, administrative interpretations
or court decisions could change the tax laws relating to our
qualification as a REIT or the federal income tax consequences of our
being a REIT.

In this regard, Wells Development, an affiliate of our advisor,
is sponsoring a program involving the offering and sale of co-tenancy
interests by Wells Exchange in real properties to investors seeking to
complete Section 1031 like-kind exchanges. In connection with this
program, we have agreed to enter into a series of transactions whereby
Wells OP will enter into a number of Take Out Purchase and Escrow
Agreements with Wells Exchange which will, in effect, guarantee the
sale of the co-tenancy interests being offered by Wells Exchange. In
consideration for entering into these Take Out Purchase and Escrow
Agreements, Wells OP will be paid fees which could be characterized as
gross revenue not constituting income "qualifying" for purposes of
satisfying the "income tests" required for REIT qualification. (See
"Federal Income Tax Consequences - Operational Requirements - Gross
Income Tests.") If this fee income were, in fact, treated as non-
qualifying, and if the aggregate of all such income and any other non-
qualifying income in any taxable year ever exceeded 5.0% of our gross
revenues for such year, we could lose our REIT status for that taxable
year and the four ensuing taxable years. As set forth above, we will
use all reasonable efforts to structure our activities in a manner
intended to satisfy the requirements for our continued qualification as
a REIT. (See "Investment Objectives and Criteria -Section 1031 Exchange
Program.")

Recharacterization of the Section 1031 Exchange Program may
result in taxation of income from a prohibited transaction.

In the event that the Internal Revenue Service were to
recharacterize the Section 1031 Exchange Program such that Wells OP,
rather than Wells Exchange, is treated as the bona fide owner, for tax
purposes, of properties acquired and resold by Wells Exchange in
connection with the Section 1031 Exchange Program, such
characterization could result in the Take Out Fees paid to Wells OP as
being deemed income from a prohibited transaction, in which event all
such fee income paid to us in connection with the Section 1031 Exchange
Program would be subject to a 100% tax. (See "Investment Objectives and
Criteria - Section 1031 Exchange Program.")

Management's Discussion and Analysis of Financial Condition and Results of
Operation

The information contained on page 98 in the "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" section of the prospectus is revised as of the date of this
supplement by the deletion of the first two paragraphs of that section and the
insertion of the following paragraphs in lieu thereof:

We began active operations on June 5, 1998, when we received and
accepted subscriptions for 125,000 shares pursuant to our initial
public offering, which commenced on January 30, 1998. We terminated our
initial public offering on December 19, 1999. Of the $132,181,919
raised in the initial offering, we invested a total of $111,032,812 in
properties. On December 20, 1999, we commenced a follow-on public
offering of up to 22,200,000 shares of common stock at $10 per share.
We terminated our follow-on public 

5

offering on December 19, 2000. Of the $175,229,193 raised in the 
follow-on offering, we invested a total of $147,192,522 in properties.

Pursuant to the prospectus, we commenced this third offering of
shares of our common stock on December 20, 2000. As of April 15, 2001,
we had received an additional $83,074,813 in gross offering proceeds
from the sale of 8,307,482 shares in the third offering. As of April
15, 2001, we had raised in the aggregate a total of $390,485,925 in
offering proceeds through the sale of 39,048,593 shares of common
stock. As of April 15, 2001, we had paid a total of $13,584,221 in
acquisition and advisory fees and acquisition expenses, had paid a
total of $48,515,076 in selling commissions and organizational and
offering expenses, had made capital contributions of $323,477,000 to
Wells OP for investments in joint ventures and acquisitions of real
property, had utilized $2,365,315 for the redemption of stock pursuant
to our share redemption program, and were holding net offering proceeds
of $2,544,313 available for investment in additional properties.

Description of Shares - Share Redemption Program

The information contained on page 147 in the "Description of Shares -
Share Redemption Program" section of the prospectus is revised as of the date of
this supplement by the deletion of the first full paragraph on page 147 and the
insertion of the following paragraph in lieu thereof:

If you have held your shares for the required one-year period,
you may redeem your shares for a purchase price equal to the lesser of
(1) $10 per share, or (2) the purchase price per share that you
actually paid for your shares of the Wells REIT. In the event that you
are redeeming all of your shares, shares purchased pursuant to our
dividend reinvestment plan may be excluded from the foregoing one-year
holding period requirement, in the discretion of the board of
directors. In addition, for purposes of the one-year holding period,
limited partners of Wells OP who exchange their limited partnership
units for shares in the Wells REIT shall be deemed to have owned their
shares as of the date they were issued their limited partnership units
in Wells OP. The board of directors reserves the right in its sole
discretion at any time and from time to time to (1) change the purchase
price for redemptions, or (2) otherwise amend the terms of our share
redemption program. In addition, our board of directors has delegated
to our officers the right to (1) waive the one-year holding period in
the event of the death or bankruptcy of a shareholder or other exigent
circumstances, or (2) reject any request for redemption at any time and
for any reason.

Financial Statements

The consolidated balance sheets of the Wells REIT as of December 31,
2000 and 1999, and the financial statements of the Wells REIT for each of the
years in the three year period ended December 31, 2000, included in this
supplement and elsewhere in the registration statement, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included in this supplement in reliance
upon the authority of said firm as experts in giving said report.

Prior Performance Tables

The prior performance tables dated as of December 31, 2000, which are
included in this supplement, have not been audited.

6

INDEX TO FINANCIAL STATEMENTS AND PRIOR PERFORMANCE TABLES

Page
----

Wells Real Estate Investment Trust, Inc. and Subsidiary
Audited Financial Statements
---------------------------- 
Report of Independent Public Accountants                                        8

Consolidated Balance Sheets as of December 31, 2000 and

December 31, 1999                                                               9

Consolidated Statements of Income for the years ended
December 31, 2000, December 31, 1999, and December 31, 1998                    10

Consolidated Statements of Shareholders' Equity for the years ended
December 31, 2000, December 31, 1999, and December 31, 1998                    11

Consolidated Statements of Cash Flows for the years ended
December 31, 2000, December 31, 1999, and December 31, 1998                    12

Notes to Consolidated Financial Statements
December 31, 2000, December 31, 1999, and December 31, 1998                    13

Prior Performance Tables (Unaudited)                                                   39

7

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying consolidated balance sheets of WELLS REAL
ESTATE INVESTMENT TRUST, INC. (a Maryland corporation) AND SUBSIDIARY as of
December 31, 2000 and 1999 and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the three years in the period
ended December 31, 2000. These financial statements and the schedule referred to
below are the responsibility of the Company's management. Our responsibility is
to express an opinion on these consolidated financial statements and schedule
based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and
schedule are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Wells Real Estate
Investment Trust, Inc. and subsidiary as of December 31, 2000 and 1999 and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States.

ARTHUR ANDERSEN LLP

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
January 30, 2001

8

Wells Real Estate Investment Trust, Inc.

and subsidiary

consolidated Balance Sheets

December 31, 2000 and 1999

ASSETS
------

2000            1999
----            ----

REAL ESTATE ASSETs, at cost:
Land                                                                              $  46,237,812   $  14,500,822
Building, less accumulated depreciation of $9,469,653 and $1,726,102 at
December 31, 2000 and 1999, respectively                                         287,862,655      81,507,040
Construction in progress                                                              3,357,720      12,561,459
-------------   -------------
Total real estate assets                                                   337,458,187     108,569,321

INVESTMENT IN JOINT VENTURES                                                            44,236,597      29,431,176

CASH AND CASH EQUIVALENTS                                                                4,298,301       2,929,804

ACCOUNTS RECEIVABLE                                                                      3,356,428         898,704

DEFERRED LEASE ACQUISITION COSTS                                                         1,890,332               0

DEFERRED OFFERING COSTS                                                                  1,291,376         964,941

DEFERRED PROJECT COSTS                                                                     550,256          28,093

DUE FROM AFFILIATES                                                                        734,286         648,354

PREPAID EXPENSES AND OTHER ASSETS, net                                                   4,734,583         381,897
-------------   -------------
Total assets                                                             $ 398,550,346   $ 143,852,290
=============   =============

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:

Notes payable                                                                     $ 127,663,187   $  23,929,228

Accounts payable and accrued expenses                                                 2,166,387         224,721
Deferred rental income                                                                  381,194         236,579
Dividends payable                                                                     1,025,010       2,166,701
Due to affiliate                                                                      1,772,956       1,079,466
-------------   -------------
Total liabilities                                                          133,008,734      27,636,695
-------------   -------------
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST OF UNIT HOLDER IN OPERATING PARTNERSHIP                                  200,000         200,000
-------------   -------------
SHAREHOLDERS' EQUITY:
Common shares, $.01 par value; 125,000,000 shares authorized, 31,509,807
shares issued and 31,368,510 shares outstanding at December 31, 2000,
and 13,471,085 shares issued and outstanding at December 31, 1999                    315,097         134,710
Additional paid-in capital                                                          266,439,484     115,880,885
Treasury stock, at cost, 141,297 shares at December 31, 2000 and 0 shares
at December 31, 1999                                                              (1,412,969)              0
-------------   -------------
Total shareholders' equity                                                 265,341,612     116,015,595
-------------   -------------
Total liabilities and shareholders' equity                                           $ 398,550,346   $ 143,852,290
=============   ============= 

The accompanying notes are an integral part of these consolidated balance
sheets.

9

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998

2000             1999            1998
----             ----            ----
REVENUES:

Rental income                                                        $ 20,505,000      $ 4,735,184     $  20,994
Equity in income of joint ventures                                      2,293,873        1,243,969       263,315
Interest income                                                           520,924          502,993       110,869
Other income                                                               53,409           13,249             0
------------      -----------     ---------
23,373,206        6,495,395       395,178
------------      -----------     ---------
EXPENSES:
Depreciation                                                            7,743,551        1,726,103             0
Interest expense                                                        3,966,902          442,029        11,033
Amortization of deferred financing costs                                  232,559            8,921             0
Operating costs, net of reimbursements                                    888,091          (74,666)            0
Management and leasing fees                                             1,309,974          257,744             0
General and administrative                                                426,680          123,776        29,943
Legal and accounting                                                      240,209          115,471        19,552
Computer costs                                                             12,273           11,368           616
------------      -----------     ---------
14,820,239        2,610,746        61,144
------------      -----------     ---------
NET INCOME                                                               $  8,552,967      $ 3,884,649     $ 334,034
============      ===========     =========
EARNINGS PER SHARE:
Basic and diluted                                                    $       0.40      $      0.50     $    0.40
============      ===========     =========

The accompanying notes are an integral part of these consolidated statements.

10

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998

Additional                                                  Total
Common Stock            Paid-In          Retained        Treasury Stock        Shareholders'
---------------------                                   ------------------------
Shares     Amount         Capital          Earnings     Shares       Amount         Equity
----------  ---------    -------------    ------------  ---------   ------------   -------------

BALANCE, 
December 31, 1997                      100  $       1    $         999    $          0          0    $         0   $       1,000

Issuance of common
stock                       3,154,036     31,540       31,508,820               0          0              0      31,540,360
Net income                             0          0                0         334,034          0              0         334,034
Dividends ($.31 per
share)                              0          0         (511,163)              0          0              0        (511,163)
Sales commissions                      0          0       (2,996,334)              0          0              0      (2,996,334)
Other offering
expenses                            0          0         (946,210)              0          0              0        (946,210)
----------  ---------    -------------    ------------  ---------   ------------   -------------
BALANCE, 
December 31, 1998                3,154,136     31,541       27,056,112         334,034          0              0      27,421,687

Issuance of common
stock                      10,316,949    103,169      103,066,321               0          0              0     103,169,490
Net income                             0          0                0       3,884,649          0              0       3,884,649
Dividends ($.70 per
share)                              0          0       (1,346,240)     (4,218,683)         0              0      (5,564,923)
Sales commissions                      0          0       (9,801,197)              0          0              0      (9,801,197)
Other offering
expenses                            0          0       (3,094,111)              0          0              0      (3,094,111)
----------  ---------    -------------    ------------  ---------   ------------   -------------
BALANCE, 
December 31, 1999               13,471,085    134,710      115,880,885               0          0              0     116,015,595

Issuance of common
stock                      18,038,722    180,387      180,206,833               0          0              0     180,387,220
Treasury stock
purchased                           0          0                0               0   (141,297)    (1,412,969)     (1,412,969)
Net income                             0          0                0       8,552,967          0              0       8,552,967
Dividends ($.73 per
share)                              0          0       (7,276,452)     (8,552,967)         0              0     (15,829,419)
Sales commissions                      0          0      (17,002,554)              0          0              0     (17,002,554)
Other offering
expenses                            0          0       (5,369,228)              0          0              0      (5,369,228)
BALANCE, 
----------  ---------    -------------    ------------  ---------   ------------   -------------
December 31, 2000               31,509,807  $ 315,097    $ 266,439,484    $          0   (141,297)  $ (1,412,969)  $ 265,341,612
==========  =========    =============    ============  =========   ============   ============= 

The accompanying notes are an integral part of these consolidated statements.

11

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998

2000              1999              1998
--------------    --------------     ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                   $    8,552,967    $    3,884,649     $    334,034
--------------    --------------     ------------
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Equity in income of joint ventures                         (2,293,873)       (1,243,969)        (263,315)
Depreciation                                                7,743,551         1,735,024                0
Amortization of deferred financing costs                      232,559                 0                0
Changes in assets and liabilities:
Accounts receivable                                     (2,457,724)         (898,704)               0
Due from affiliates                                       (435,600)                0                0
Prepaid expenses and other assets, net                  (6,475,577)          149,501         (540,319)
Accounts payable and accrued expenses                    1,941,666            36,894          187,827
Deferred rental income                                     144,615           236,579                0
Due to affiliates                                          367,055           108,301            6,224
--------------    --------------     ------------
Total adjustments                                    (1,233,328)          123,626         (609,583)
--------------    --------------     ------------
Net cash provided by (used in) operating
activities                                          7,319,639         4,008,275         (275,549)
--------------    --------------     ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate                                      (231,518,138)      (85,514,506)     (21,299,071)
Investment in joint ventures                                    (15,063,625)      (17,641,211)     (11,276,007)
Deferred project costs paid                                      (6,264,098)       (3,610,967)      (1,103,913)
Distributions received from joint ventures                        3,529,401         1,371,728          178,184
--------------    --------------     ------------
Net cash used in investing activities              (249,316,460)     (105,394,956)     (33,500,807)
--------------    --------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable                                     187,633,130        40,594,463       14,059,930
Repayments of notes payable                                     (83,899,171)      (30,725,165)               0
Dividends paid to shareholders                                  (16,971,110)       (3,806,398)        (102,987)
Issuance of common stock                                        180,387,220       103,169,490       31,540,360
Treasury stock purchased                                         (1,412,969)                0                0
Sales commissions paid                                          (17,002,554)       (9,801,197)      (2,996,334)
Other offering costs paid                                        (5,369,228)       (3,094,111)        (946,210)
--------------    --------------     ------------
Net cash provided by financing activities           243,365,318        96,337,082       41,554,759
--------------    --------------     ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                 1,368,497        (5,049,599)       7,778,403

CASH AND CASH EQUIVALENTS, beginning of year                         2,929,804         7,979,403          201,000
--------------    --------------     ------------
CASH AND CASH EQUIVALENTS, end of year                          $    4,298,301    $    2,929,804     $  7,979,403
==============    ==============     ============
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:
Deferred project costs applied to real estate assets      $    5,114,279    $    3,183,239     $    298,608
==============    ==============     ============

Deferred project costs contributed to joint ventures      $      627,656    $      735,056     $    469,884
==============    ==============     ============

Deferred offering costs due to affiliate                  $      326,435    $      416,212     $          0
==============    ==============     ============

The accompanying notes are an integral part of these consolidated statements.

12

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2000, 1999, AND 1998

1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Wells Real Estate Investment Trust, Inc. (the "Company") is a Maryland
corporation that qualifies as a real estate investment trust ("REIT"). The
Company is conducting an offering for the sale of a maximum of 125,000,000
(exclusive of 10,000,000 shares available pursuant to the Company's dividend
reinvestment plan) shares of common stock, $.01 par value per share, at a price
of $10 per share. The Company will seek to acquire and operate commercial
properties, including, but not limited to, office buildings, shopping centers,
business and industrial parks, and other commercial and industrial properties,
including properties which are under construction, are newly constructed, or
have been constructed and have operating histories. All such properties may be
acquired, developed, and operated by the Company alone or jointly with another
party. The Company is likely to enter into one or more joint ventures with
affiliated entities for the acquisition of properties. In connection with this,
the Company may enter into joint ventures for the acquisition of properties with
prior or future real estate limited partnership programs sponsored by Wells
Capital, Inc. (the "Advisor") or its affiliates.

Substantially all of the Company's business is conducted through Wells Operating
Partnership, L.P. (the "Operating Partnership"), a Delaware limited partnership.
During 1997, the Operating Partnership issued 20,000 limited partner units to
the Advisor in exchange for $200,000. The Company is the sole general partner in
the Operating Partnership and possesses full legal control and authority over
the operations of the Operating Partnership; consequently, the accompanying
consolidated financial statements of the Company include the amounts of the
Operating Partnership.

The Operating Partnership owns the following properties directly: (i) the
PricewaterhouseCoopers property (the "PwC Building"), a four-story office
building located in Tampa, Florida; (ii) the AT&T Building, a four-story office
building located in Harrisburg, Pennsylvania; (iii) the Marconi Data Systems
property (the "Marconi Building"), a two-story office building located in Wood
Dale, Illinois; (iv) the Cinemark Building, a five-story office building located
in Plano, Texas; (v) the Matsushita Building, a two-story office building
located in Lake Forest, California; (vi) the ASML Building, a two-story office
building located in Tempe, Arizona; (vii) the Motorola Tempe Building, a
two-story office building located in Tempe, Arizona; (viii) the Dial Building, a
two-story office building located in Scottsdale, Arizona; (ix) the Delphi
Building, a three-story office building located in Troy, Michigan; (x) the Avnet
Building, a two-story office building located in Tempe, Arizona; (xi) the Metris
Oklahoma Building, a three-story office building located in Tulsa, Oklahoma;
(xii) the Alstom Power-Richmond Building, a four-story office building located
in Richmond, Virginia; (xiii) the Motorola Plainfield Building, a three-story
office building located in South Plainfield, New Jersey; (xiv) the Stone &
Webster Building, a six-story office building located in Houston, Texas; and
(xv) the Metris Minnetonka Building, a nine-story office building located in
Minnetonka, Minnesota.

The Company owns an interest in one property through a joint venture between the
Operating Partnership, Wells Real Estate Fund VIII, L.P. ("Wells Fund VIII"),
and Wells Real Estate Fund IX, L.P. ("Wells Fund IX"), which is referred to as
the Fund VIII, IX, and REIT Joint Venture. The Company also owns interests in
several properties through a joint venture between the Operating Partnership,
Wells Fund IX, Wells Real Estate Fund X, L.P. ("Wells Fund X"), and Wells Real
Estate Fund XI, L.P. ("Wells Fund XI"). This joint venture is referred to as the
Fund IX, Fund X, Fund XI, and REIT Joint Venture ("Fund IX, X, XI, and REIT
Joint Venture"). The Company owns two properties through joint venture between
the Operating Partnership and Fund X and XI Associates, a joint venture between
Wells Fund X and Wells Fund XI. In addition, the Company owns an interest in
several properties through a joint venture between Wells Fund XI, Wells Real
Estate Fund XII, L.P. ("Wells Fund XII"), and the Operating Partnership, which
is referred to as the Fund XI, XII, and REIT Joint Venture. The Company also
owns two properties through a joint venture between Wells Fund XII and the
Operating Partnership, which is referred to as the Fund XII and REIT Joint
Venture.

13

Through its investment in the Fund VIII, IX, and REIT Joint Venture, the Company
owns an interest in a two-story office building in Orange County, California
(the "Quest Building").

The following properties are owned by the Company through its investment in the
Fund IX, X, XI, and REIT Joint Venture: (i) a three-story office building in
Knoxville, Tennessee (the "Alstom Power Building," formerly the ABB Building),
(ii) a two-story office building in Louisville, Colorado (the "Ohmeda
Building"), (iii) a three-story office building in Broomfield, Colorado (the
"360 Interlocken Building"), (iv) a one-story warehouse facility in Ogden, Utah
(the "Iomega Building"), and (v) a one-story office building in Oklahoma City,
Oklahoma (the "Avaya Building," formerly the Lucent Technologies Building).

Through its investment in joint ventures with Fund X and XI Associates, the
Company owns interests in the following properties: (i) a one-story office and
warehouse building in Fountain Valley, California (the "Cort Furniture
Building") owned by Wells/Orange County Associates and (ii) a warehouse and
office building in Fremont, California (the "Fairchild Building") owned by
Wells/Fremont Associates.

The following properties are owned by the Company through its investment in the
Fund XI, XII, and REIT Joint Venture: (i) a two-story manufacturing and office
building in Greenville County, South Carolina (the "EYBL CarTex Building"), (ii)
a three-story office building Leawood, Kansas (the "Sprint Building"), (iii) an
office and warehouse building in Chester County, Pennsylvania (the "Johnson
Matthey Building"), and (iv) a two-story office building in Ft. Myers, Florida
(the "Gartner Building").

Through its investment in the Fund XII and REIT Joint Venture, the Company owns
interests in the following properties: (i) a three-story office building in
Troy, Michigan (the "Siemens Building"), and (ii) a one-story office building
and a two-story office building in Oklahoma City, Oklahoma (collectively
referred to as the "AT&T Call Center Buildings").

Use of Estimates and Factors Affecting the Company

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

The carrying values of real estate are based on management's current intent to
hold the real estate assets as long-term investments. The success of the
Company's future operations and the ability to realize the investment in its
assets will be dependent on the Company's ability to maintain rental rates,
occupancy, and an appropriate level of operating expenses in future years.
Management believes that the steps it is taking will enable the Company to
realize its investment in its assets.

Income Taxes

The Company has elected to be taxed as a REIT under the Internal Revenue Code of
1986, as amended (the "Code"), commencing with the taxable year ended December
31, 1998. As a result, the Company generally will not be subject to federal
income taxation at the corporate level to the extent it distributes annually at
least 95% (90% beginning in 2001) of its REIT taxable income, as defined in the
Code, to its shareholders and satisfies certain other requirements.
Additionally, the Operating Partnership is not subject to federal or state
income taxes. Accordingly, no provision has been made for federal or state
income taxes in the accompanying consolidated financial statements for the years
ended December 31, 2000 and 1999.

Real Estate Assets

Real estate assets held by the Company and joint ventures are stated at cost
less accumulated depreciation. Major improvements and betterments are
capitalized when they extend the useful life of the related asset. All repair
and maintenance are expensed as incurred.

Management continually monitors events and changes in circumstances which could
indicate that carrying amounts of real estate assets may not be recoverable.
When events or changes in circumstances are present which indicate that the
carrying amounts of real estate assets may not be recoverable, management
assesses the recoverability of real estate assets by determining whether the
carrying value of such real estate assets will be recovered through the 

14

future cash flows expected from the use of the asset and its eventual
disposition. Management has determined that there has been no impairment in the
carrying value of real estate assets held by the Company or the joint ventures
as of December 31, 2000.

Depreciation of building and improvements is calculated using the straight-line
method over 25 years. Tenant improvements are amortized over the life of the
related lease or the life of the asset, whichever is shorter.

Revenue Recognition

All leases on real estate assets held by the Company or the joint ventures are
classified as operating leases, and the related rental income is recognized on a
straight-line basis over the terms of the respective leases.

Cash and Cash Equivalents

For the purposes of the statements of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents. Cash equivalents include cash and short-term
investments. Short-term investments are stated at cost, which approximates fair
value, and consist of investments in money market accounts.

Deferred Lease Acquisition Costs

Costs incurred to procure operating leases are capitalized and amortized on a
straight-line basis over the terms of the related leases.

Earnings Per Share

Earnings per share is calculated based on the weighted average number of common
shares outstanding during each period. The weighted average number of common
shares outstanding is identical for basic and fully diluted earnings per share,
as there is no dilutive impact created from the Company's stock option plan
(Note 10) using the treasury stock method.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current
year financial statement presentation.

Investment in Joint Ventures

Basis of Presentation

The Operating Partnership does not have control over the operations of
the joint ventures; however, it does exercise significant influence.
Accordingly, the Operating Partnership's investment in the joint
ventures is recorded using the equity method of accounting.

Partners' Distributions and Allocations of Profit and Loss

Cash available for distribution and allocations of profit and loss to
the Operating Partnership by the joint ventures are made in accordance
with the terms of the individual joint venture agreements. Generally,
these items are allocated in proportion to the partners' respective
ownership interests. Cash is paid from the joint ventures to the
Operating Partnership on a quarterly basis.

Deferred Lease Acquisition Costs

Costs incurred to procure operating leases are capitalized and
amortized on a straight-line basis over the terms of the related
leases.

15

2.      DEFERRED PROJECT COSTS

The Company paid a percentage of shareholder contributions to the Advisor for
acquisition and advisory services. These payments, as stipulated in the
prospectus, can be up to 3.5% of shareholder contributions, subject to certain
overall limitations contained in the prospectus. Aggregate fees paid through
December 31, 2000 were $10,978,981 and amounted to 3.5% of shareholders'
contributions received. These fees are allocated to specific properties as they
are purchased or developed and are included in capitalized assets of the joint
ventures or real estate assets. Deferred project costs at December 31, 2000 and
1999 represent fees not yet applied to properties.

3.      DEFERRED OFFERING COSTS

Offering expenses, to the extent they exceed 3% of gross offering proceeds, will
be paid by the Advisor and not by the Company. Offering expenses do not include
sales or underwriting commissions but do include such costs as legal and
accounting fees, printing costs, and other offering expenses.

As of December 31, 2000, the Advisor paid offering expenses on behalf of the
Company in the aggregate amount of $10,700,925, of which the Advisor was
reimbursed $9,409,549, which did not exceed the 3% limitation. The unpaid
portion of deferred offering costs is $1,291,376 and is included in due to
affiliate in the accompanying balance sheet.

4.      RELATED-PARTY TRANSACTIONS

Due from affiliates at December 31, 2000 represents the Operating Partnership's
share of the cash to be distributed from its joint venture investments for the
fourth quarter of 2000 and 1999 as follows:

2000          1999
---------     ---------

Fund VIII, IX, and REIT Joint Venture            $  21,605     $       0
Fund IX, X, XI, and REIT Joint Venture              12,781        32,079
Wells/Orange County Associates                      24,583        75,953
Wells/Fremont Associates                            53,974       152,681
Fund XI, XII, and REIT Joint Venture               136,648       387,641
Fund XII and REIT Joint Venture                     49,094             0
The Advisor                                         10,995             0
Cinemark Building                                  424,606             0
---------     ---------
$ 734,286     $ 648,354
=========     =========

The Company entered into a property management agreement with Wells Management
Company, Inc. ("Wells Management"), an affiliate of the Advisor. In
consideration for supervising the management and leasing of the Operating
Partnership's properties, the Operating Partnership will pay Wells Management
management and leasing fees equal to the lesser of (a) 4.5% of the gross
revenues generally paid over the life of the lease, or (b) 0.6% of the net asset
value of the properties (excluding vacant properties) owned by the Company,
calculated on an annual basis plus a separate competitive fee for the one-time
initial lease-up of newly constructed properties generally paid in conjunction
with the receipt of the first month's rent.

The Operating Partnership's portion of the management and leasing fees and lease
acquisition costs paid to Wells Management, both directly and at the joint
venture level, were $1,111,748, $336,517, and $0 for the years ended December
31, 2000, 1999, and 1998, respectively.

The Advisor performs certain administrative services for the Operating
Partnership, such as accounting and other partnership administration, and incurs
the related expenses. Such expenses are allocated among the Operating
Partnership and the various Wells Real Estate Funds based on time spent on each
fund by individual administrative personnel. In the opinion of management, such
allocation is a reasonable basis for allocating such expenses.

The Advisor is a general partner in various Wells Real Estate Funds. As such,
there may exist conflicts of interest where the Advisor, while serving in the
capacity as general partner for Wells Real Estate Funds, may be in competition
with the Operating Partnership for tenants in similar geographic markets.

16

5.       INVESTMENT IN JOINT VENTURES

The Operating Partnership's investment and percentage ownership in joint
ventures at December 31, 2000 and 1999 are summarized as follows:

2000                       1999
-------------------------  -------------------------
Amount        Percent     Amount        Percent
------------   ----------  ------------   ----------

Fund VIII, IX, and REIT Joint Venture            $  1,276,551   16%         $          0   0%
Fund IX, X, XI, and REIT Joint Venture              1,339,636   4              1,388,884   4
Wells/Orange County Associates                      2,827,607   44             2,893,112   44
Wells/Fremont Associates                            6,791,287   78             6,988,210   78
Fund XI, XII, and REIT Joint Venture               17,688,615   57            18,160,970   57
Fund XII and REIT Joint Venture                    14,312,901   47                     0   0
------------               ------------
$ 44,236,597               $ 29,431,176
============               ============

The following is a rollforward of the Operating Partnership's investment in
joint ventures for the years ended December 31, 2000 and 1999: 

2000            1999
------------    ------------                 

Investment in joint ventures, beginning of year    $ 29,431,176    $ 11,568,677
Equity in income of joint ventures                2,293,873       1,243,969
Contributions to joint ventures                  15,691,281      18,376,267
Distributions from joint ventures                (3,179,733)     (1,757,737)
------------    ------------
Investment in joint ventures, end of year          $ 44,236,597    $ 29,431,176
============    ============ 

Fund VIII, IX, and REIT Joint Venture

On June 15, 2000, Fund VIII and IX Associated entered into a joint venture with
Wells Operating Partnership, L.P. (the "Operating Partnership"), a Delaware
limited partnership having Wells Real Estate Investment Trust, Inc. ("Wells
REIT"), a Maryland corporation, as its general partner. The joint venture, Fund
VIII, IX, and REIT Joint Venture, was formed to acquire, develop, operate, and
sell real properties.

On July 1, 2000, Fund VIII and IX contributed the Quest Building to the joint
venture. The Quest Building is a two-story office building containing
approximately 65,006 rentable square feet on a 4.4 acre trace of land in Irvine,
California.

17

Following are the financial statements for Fund VIII, IX, and REIT Joint
Venture:

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheet
December 31, 2000

Assets

Real estate assets, at cost:
Land                                                                                               $ 2,220,993
Building and improvements, less accumulated depreciation of $187,891                                 5,408,892
-----------
Total real estate assets                                                                   7,629,885
Cash and cash equivalents                                                                                  170,664
Accounts receivable                                                                                        197,802
Prepaid expenses and other assets                                                                          283,864
-----------
Total assets                                                                             $ 8,282,215
===========

Liabilities and Partners' Capital

Liabilities:
Partnership distributions payable                                                                  $   170,664
-----------
Partners' capital:
Fund VIII and IX Associates                                                                          6,835,000
Wells Operating Partnership, L.P.                                                                    1,276,551
-----------
Total partners' capital                                                                    8,111,551
-----------
Total liabilities and partners' capital                                                  $ 8,282,215
===========

18

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Income
for the Six Months Ended December 31, 2000

Revenues:
Rental income                                                                   $ 563,049
---------
Expenses:                                                                           
Depreciation                                                                      187,891
Management and leasing fees                                                        54,395
Property administration expenses                                                    5,692
Operating costs, net of reimbursements                                              5,178
---------
253,156
---------
Net income                                                                          $ 309,893
=========

Net income allocated to Fund VIII and IX Associates                                 $ 285,006
=========

Net income allocated to Wells Operating Partnership, L.P.                           $  24,887
=========

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Partners' Capital
for the Six Months Ended December 31, 2000

Fund VIII          Wells             Total
and IX          Operating         Partners'
Associates    Partnership, L.P.      Capital
------------   -----------------   -----------

Balance, July 1, 2000                            $         0       $         0      $         0
Net income                                       285,006            24,887          309,893
Partnership contributions                      6,857,889         1,282,111        8,140,000
Partnership distributions                       (307,895)          (30,447)        (338,342)
-----------       -----------      -----------
Balance, December 31, 2000                       $ 6,835,000       $ 1,276,551      $ 8,111,551
===========       ===========      ===========

19

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Cash Flows
for the Six Months Ended December 31, 2000

Cash flows from operating activities:

Net income                                                                                          $   309,893
----------- 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation                                                                                       187,891
Changes in assets and liabilities:
Accounts receivable                                                                          (197,802)
Prepaid expenses and other assets                                                            (283,864)
----------- 
Total adjustments                                                                         (293,775)
----------- 
Net cash provided by operating activities                                                   16,118
----------- 
Cash flows from investing activities:
Investment in real estate                                                                              (959,887) 
----------- 
Cash flows from financing activities:
Contributions from joint venture partners                                                             1,282,111
Distributions to joint venture partners                                                                (167,678)
----------- 
Net cash provided by financing activities                                                1,114,433
----------- 
Net increase in cash and cash equivalents                                                                   170,664
Cash and cash equivalents, beginning of period                                                                    0
----------- 
Cash and cash equivalents, end of year                                                                  $   170,664
=========== 
Supplemental disclosure of noncash activities:
Real estate contribution received from joint venture partner                                        $ 6,857,889
=========== 

Fund IX, X, XI, and REIT Joint Venture

On March 20, 1997, Wells Fund IX and Wells Fund X entered into a joint venture
agreement. The joint venture, Fund IX and X Associates, was formed to acquire,
develop, operate, and sell real properties. On March 20, 1997, Wells Fund IX
contributed a 5.62-acre tract of real property in Knoxville, Tennessee, and
improvements thereon, known as the Alstom Power Building, to the Fund IX and X
Associates joint venture. A 84,404-square-foot, three-story building was
constructed and commenced operations at the end of 1997.

On February 13, 1998, the joint venture purchased a two-story office building,
known as the Ohmeda Building, in Louisville, Colorado. On March 20, 1998, the
joint venture purchased a three-story office building, known as the 360
Interlocken Building, in Broomfield, Colorado. On June 11, 1998, Fund IX and X
Associates was amended and restated to admit Wells Fund XI and the Operating
Partnership. The joint venture was renamed the Fund IX, X, XI, and REIT Joint
Venture. On June 24, 1998, the new joint venture purchased a one-story office
building, known as the Avaya Building, in Oklahoma City, Oklahoma. On April 1,
1998, Wells Fund X purchased a one-story warehouse facility, known as the Iomega
Building, in Ogden, Utah. On July 1, 1998, Wells Fund X contributed the Iomega
Building to the Fund IX, X, XI, and REIT Joint Venture.

Following are the financial statements for the Fund IX, X, XI, and REIT Joint
Venture:

20

Following are the financial statements for the Fund IX, X, XI, and REIT Joint
Venture:

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheets
December 31, 2000 and 1999

Assets

2000              1999
------------      ------------

Real estate assets, at cost:
Land                                                                             $ 6,698,020      $  6,698,020
Building and improvements, less accumulated depreciation of $4,203,502
in 2000 and $2,792,068 in 1999                                                 28,594,768        29,878,541
-----------      -----------
Total real estate assets                                               35,292,788       36,576,561
Cash and cash equivalents                                                             1,500,044        1,146,874
Accounts receivable                                                                     422,243          554,965
Prepaid expenses and other assets                                                       487,276          526,409
-----------      -----------
Total assets                                                          $37,702,351      $38,804,809
===========      ===========

Liabilities and Partners' Capital                             

Liabilities:                                                                                         
Accounts payable and accrued liabilities                                        $   568,517      $   613,574
Refundable security deposits                                                         99,279           91,340
Due to affiliates                                                                     9,595            6,379
Partnership distributions payable                                                   931,151          804,734
-----------      -----------
Total liabilities                                                       1,608,542        1,516,027
-----------      -----------
Partners' capital:                                                                                   
Wells Real Estate Fund IX                                                        14,117,803       14,590,626
Wells Real Estate Fund X                                                         17,445,277       18,000,869
Wells Real Estate Fund XI                                                         3,191,093        3,308,403
Wells Operating Partnership, L.P.                                                 1,339,636        1,388,884
-----------      -----------
Total partners' capital                                                36,093,809       37,288,782
-----------      -----------
Total liabilities and partners' capital                               $37,702,351      $38,804,809
===========      ===========

21

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2000, 1999, and 1998

2000             1999            1998
----------       ----------      ----------

Revenues:
Rental income                                                        $4,198,388       $3,932,962      $2,945,980
Other income                                                            116,129           61,312               0
Interest income                                                          73,676           58,768          20,438
----------       ----------      ----------
4,388,193        4,053,042       2,966,418
----------       ----------      ----------
Expenses:
Depreciation                                                          1,411,434        1,538,912       1,216,293
Management and leasing fees                                             362,774          286,139         226,643
Operating costs, net of reimbursements                                 (154,001)         (43,501)       (140,506)
Property administration expense                                          78,420           63,311          34,821
Legal and accounting                                                     20,423           35,937          15,351
----------       ----------      ----------
1,719,050        1,880,798       1,352,602
----------       ----------      ----------
Net income                                                               $2,669,143       $2,172,244      $1,613,816
==========       ==========      ========== 

Net income allocated to Wells Real Estate Fund IX                        $1,045,094       $  850,072      $  692,116
==========       ==========      ========== 

Net income allocated to Wells Real Estate Fund X                         $1,288,629       $1,056,316      $  787,481
==========       ==========      ========== 

Net income allocated to Wells Real Estate Fund XI                        $  236,243       $  184,355      $   85,352
==========       ==========      ========== 

Net income allocated to Wells Operating Partnership, L.P.                $   99,177       $   81,501      $   48,867
==========       ==========      ========== 

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2000, 1999, and 1998

Wells
Wells Real     Wells Real     Wells Real    Operating         Total
Estate         Estate         Estate     Partnership,     Partners'
Fund IX         Fund X         Fund XI        L.P.          Capital
------------   ------------   -----------   -----------    ------------

Balance, December 31, 1997                 $  3,702,793   $  3,662,803   $         0   $         0    $  7,365,596
Net income                                   692,116        787,481        85,352        48,867       1,613,816
Partnership contributions                 11,771,312     15,613,477     2,586,262     1,480,741      31,451,792
Partnership distributions                 (1,206,121)    (1,356,622)     (150,611)      (86,230)     (2,799,584)
------------   ------------   -----------   -----------    ------------
Balance, December 31, 1998                   14,960,100     18,707,139     2,521,003     1,443,378      37,631,620
Net income                                   850,072      1,056,316       184,355        81,501       2,172,244
Partnership contributions                    198,989              0       911,027             0       1,110,016
Partnership distributions                 (1,418,535)    (1,762,586)     (307,982)     (135,995)     (3,625,098)
------------   ------------   -----------   -----------    ------------
Balance, December 31, 1999                   14,590,626     18,000,869     3,308,403     1,388,884      37,288,782
Net income                                 1,045,094      1,288,629       236,243        99,177       2,669,143
Partnership contributions                     46,122         84,317             0             0         130,439
Partnership distributions                 (1,564,039)    (1,928,538)     (353,553)     (148,425)     (3,994,555)
------------   ------------   -----------   -----------    ------------
Balance, December 31, 2000                 $ 14,117,803   $ 17,445,277   $ 3,191,093   $ 1,339,636    $ 36,093,809
============   ============   ===========   ===========    ============

22

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2000, and 1999, and 1998

2000           1999             1998
----------      ----------      ------------

Cash flows from operating activities:

Net income                                                        $2,669,143      $2,172,244      $  1,613,816
----------      ----------      ------------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation                                                1,411,434       1,538,912         1,216,293
Changes in assets and liabilities:
Accounts receivable                                        132,722        (421,708)          (92,745)
Prepaid expenses and other assets                           39,133         (85,281)         (111,818)
Accounts payable, accrued liabilities and
refundable security deposits                            (37,118)        295,177            29,967
Due to affiliates                                            3,216           1,973             1,927
----------      ----------      ------------
Total adjustments                                     1,549,387       1,329,073         1,043,624
----------      ----------      ------------
Net cash provided by operating activities             4,218,530       3,501,317         2,657,440
----------      ----------      ------------
Cash flows from investing activities:

Investment in real estate                                           (127,661)       (930,401)      (24,788,070)
----------      ----------      ------------
Cash flows from financing activities:
Distributions to joint venture partners                           (3,868,138)     (3,820,491)       (1,799,457)
Contributions received from partners                                 130,439       1,066,992        24,970,373
----------      ----------      ------------
Net cash (used in) provided by financing
activities                                       (3,737,699)     (2,753,499)       23,170,916
----------      ----------      ------------
Net increase (decrease) in cash and cash equivalents                     353,170        (182,583)        1,040,286
Cash and cash equivalents, beginning of year                           1,146,874       1,329,457           289,171
----------      ----------      ------------
Cash and cash equivalents, end of year                                $1,500,044      $1,146,874      $  1,329,457
==========      ==========      ============
Supplemental disclosure of noncash activities:

Deferred project costs contributed to joint venture               $        0      $   43,024      $  1,470,780
==========      ==========      ============

Contribution of real estate assets to joint venture               $        0      $        0      $  5,010,639
==========      ==========      ============    

Wells/Orange County Associates

On July 27, 1998, the Operating Partnership entered into a joint venture
agreement with Wells Development Corporation, referred to as Wells/Orange County
Associates. On July 31, 1998, Wells/Orange County Associates acquired a 52,000-
square-foot warehouse and office building located in Fountain Valley,
California, known as the Cort Furniture Building.

On September 1, 1998, Fund X and XI Associates acquired Wells Development
Corporation's interest in Wells/Orange County Associates which resulted in Fund
X and XI Associates becoming a joint venture partner with the Operating
Partnership in the ownership of the Cort Furniture Building.

23

Following are the financial statements for Wells/Orange County Associates:

Wells/Orange County Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 2000 and 1999

Assets
2000            1999
----------      ----------

Real estate assets, at cost:
Land                                                                                $2,187,501      $2,187,501
Building, less accumulated depreciation of $465,216 in 2000 and $278,652
in 1999                                                                           4,198,899       4,385,463
----------      ----------
Total real estate assets                                                   6,386,400       6,572,964
Cash and cash equivalents                                                                  119,038         176,666
Accounts receivable                                                                         99,154          49,679
----------      ----------
Total assets                                                              $6,604,592      $6,799,309
==========      ==========

Liabilities and Partners' Capital

Liabilities:
Accounts payable                                                                    $    1,000      $        0
Partnership distributions payable                                                      128,227         173,935
----------      ----------
Total liabilities                                                            129,227         173,935
----------      ----------
Partners' capital:
Wells Operating Partnership, L.P.                                                    2,827,607       2,893,112
Fund X and XI Associates                                                             3,647,758       3,732,262
----------      ----------
Total partners' capital                                                    6,475,365       6,625,374
----------      ----------
Total liabilities and partners' capital                                   $6,604,592      $6,799,309
==========      ==========

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2000, 1999, and 1998

2000          1999           1998
--------      --------      --------  

Revenues:
Rental income                                                            $795,545      $795,545      $331,477
Interest income                                                                 0             0           448
--------      --------      --------  
795,545       795,545       331,925
--------      --------      --------  
Expenses:
Depreciation                                                              186,564       186,565        92,087
Management and leasing fees                                                30,915        30,360        12,734
Operating costs, net of reimbursements                                      5,005        22,229         2,288
Interest                                                                        0             0        29,472
Legal and accounting                                                        4,100         5,439         3,930
--------      --------      --------  
226,584       244,593       140,511
--------      --------      --------  
Net income                                                                   $568,961      $550,952      $191,414
========      ========      ========

Net income allocated to Wells Operating Partnership, L.P.                    $248,449      $240,585      $ 91,978
========      ========      ========

Net income allocated to Fund X and XI Associates                             $320,512      $310,367      $ 99,436
========      ========      ========

24

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2000, 1999, and 1998

Wells
Operating          Fund X          Total
Partnership,        and XI        Partners'
L.P.          Associates       Capital
--------------   -------------   ------------       

Balance, December 31, 1997                                         $            0   $           0   $          0
Net income                                                             91,978          99,436        191,414
Partnership contributions                                           2,991,074       3,863,272      6,854,346
Partnership distributions                                            (124,435)       (145,942)      (270,377)
--------------   -------------   ------------        
Balance, December 31, 1998                                              2,958,617       3,816,766      6,775,383
Net income                                                            240,585         310,367        550,952
Partnership distributions                                            (306,090)       (394,871)      (700,961)
--------------   -------------   ------------        
Balance, December 31, 1999                                              2,893,112       3,732,262      6,625,374
Net income                                                            248,449         320,512        568,961
Partnership distributions                                            (313,954)       (405,016)      (718,970)
--------------   -------------   ------------        
Balance, December 31, 2000                                         $    2,827,607   $   3,647,758   $  6,475,365
==============   =============   ============        

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2000, 1999, and 1998

2000          1999          1998
----------    ----------    ----------- 

Cash flows from operating activities:
Net income                                                           $  568,961    $  550,952    $   191,414
----------    ----------    ----------- 
Adjustments to reconcile net income to net cash provided by                                      
operating activities:                                                                         
Depreciation                                                     186,564       186,565         92,087
Changes in assets and liabilities:                                                        
Accounts receivable                                           (49,475)      (36,556)       (13,123)
Accounts payable                                                1,000        (1,550)         1,550
----------    ----------    ----------- 
Total adjustments                                          138,089       148,459         80,514
----------    ----------    ----------- 
Net cash provided by operating activities                  707,050       699,411        271,928
----------    ----------    ----------- 
Cash flows from investing activities:                                                                

Investment in real estate                                                     0             0     (6,563,700)
----------    ----------    ----------- 
Cash flows from financing activities:                                                                
Issuance of note payable                                                      0             0      4,875,000
Payment of note payable                                                       0             0     (4,875,000)
Distributions to partners                                              (764,678)     (703,640)       (93,763)
Contributions received from partners                                          0             0      6,566,430
----------    ----------    ----------- 
Net cash (used in) provided by financing                                            
activities                                            (764,678)     (703,640)     6,472,667
----------    ----------    ----------- 
Net (decrease) increase in cash and cash equivalents                        (57,628)       (4,229)       180,895
Cash and cash equivalents, beginning of year                                176,666       180,895              0
----------    ----------    ----------- 
Cash and cash equivalents, end of year                                   $  119,038    $  176,666    $   180,895
==========    ==========    ===========

Supplemental disclosure of noncash activities:                                                       

Deferred project costs contributed to joint venture                  $        0    $        0    $   287,916
==========    ==========    ===========

Wells/Fremont Associates

25

On July 15, 1998, the Operating Partnership entered into a joint venture
agreement with Wells Development Corporation, referred to as Wells/Fremont
Associates. On July 21, 1998, Wells/Fremont Associates acquired a 58,424-square-
foot warehouse and office building located in Fremont, California, known as the
Fairchild Building.

On October 8, 1998, Fund X and XI Associates acquired Wells Development
Corporation's interest in Wells/Fremont Associates which resulted in Fund X and
XI Associates becoming a joint venture partner with the Operating Partnership in
the ownership of the Fairchild Building.

Following are the financial statements for Wells/Fremont Associates:

Wells/Fremont Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 2000 and 1999

Assets
2000            1999
-----------      ---------- 

Real estate assets, at cost:
Land                                                                                $2,219,251      $2,219,251
Building, less accumulated depreciation of $713,773 in 2000 and $428,246
in 1999                                                                           6,424,385       6,709,912
-----------      ---------- 
Total real estate assets                                                   8,643,636       8,929,163
Cash and cash equivalents                                                                   92,564         189,012
Accounts receivable                                                                        126,433          92,979
-----------      ---------- 
Total assets                                                              $8,862,633      $9,211,154
===========      ==========
Liabilities and Partners' Capital

Liabilities:
Accounts payable                                                                    $    3,016      $    2,015
Due to affiliate                                                                         7,586           5,579
Partnership distributions payable                                                       89,549         186,997
-----------      ---------- 
Total liabilities                                                            100,151         194,591
-----------      ---------- 
Partners' capital:
Wells Operating Partnership, L.P.                                                    6,791,287       6,988,210
Fund X and XI Associates                                                             1,971,195       2,028,353
-----------      ---------- 
Total partners' capital                                                    8,762,482       9,016,563
-----------      ---------- 
Total liabilities and partners' capital                                   $8,862,633      $9,211,154
===========      ==========

26

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2000, 1999, and 1998

2000           1999          1998 
--------       --------      --------  

Revenues:
Rental income                                                            $902,946       $902,946      $401,058
Interest income                                                                 0              0         3,896
--------       --------      --------   
902,946        902,946       404,954
--------       --------      --------   
Expenses:
Depreciation                                                              285,527        285,526       142,720
Management and leasing fees                                                36,787         37,355        16,726
Operating costs, net of reimbursements                                     13,199         16,006         3,364
Interest                                                                        0              0        73,919
Legal and accounting                                                        4,300          4,885         6,306
--------       --------      --------   
339,813        343,772       243,035
--------       --------      --------  
Net income                                                                   $563,133       $559,174      $161,919
========       ========      ========
Net income allocated to Wells Operating Partnership, L.P.                    $436,452       $433,383      $122,470
========       ========      ======== 
Net income allocated to Fund X and XI Associates                             $126,681       $125,791      $ 39,449
========       ========      ======== 

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2000, 1999, and 1998

Wells  
Operating           Fund X           Total
Partnership,         and XI         Partners'
L.P.           Associates        Capital 
-------------     -------------    -------------

Balance, December 31, 1997                                         $           0     $           0    $           0
Net income                                                           122,470            39,449          161,919
Partner contributions                                              7,274,075         2,083,334        9,357,409
Partnership distributions                                           (229,863)          (42,628)        (272,491)
--------------     -------------    ------------- 
Balance, December 31, 1998                                             7,166,682         2,080,155        9,246,837
Net income                                                           433,383           125,791          559,174
Partnership distributions                                           (611,855)         (177,593)        (789,448)
--------------     -------------    ------------- 
Balance, December 31, 1999                                             6,988,210         2,028,353        9,016,563
Net income                                                           436,452           126,681          563,133
Partnership distributions                                           (633,375)         (183,839)        (817,214)
--------------     -------------    -------------  
Balance, December 31, 2000                                        $    6,791,287     $   1,971,195    $   8,762,482
==============     =============    =============  

27

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2000, 1999, and 1998

2000          1999            1998
---------     ---------      -----------

Cash flows from operating activities:
Net income                                                             $ 563,133     $ 559,174      $   161,919
---------     ---------      ----------- 
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation                                                      285,527       285,526          142,720
Changes in assets and liabilities:
Accounts receivable                                            (33,454)      (58,237)         (34,742)
Accounts payable                                                 1,001        (1,550)           3,565
Due to affiliate                                                 2,007         3,527            2,052
Total adjustments                                           255,081       229,266          113,595
---------     ---------      ----------- 
Net cash provided by operating activities                   818,214       788,440          275,514
---------     ---------      ----------- 
Cash flows from investing activities:
Investment in real estate                                                      0             0       (8,983,111)
---------     ---------      ----------- 
Cash flows from financing activities:
Issuance of note payable                                                       0             0        5,960,000
Payment of note payable                                                        0             0       (5,960,000)
Distributions to partners                                               (914,662)     (791,940)         (83,001)
Contributions received from partners                                           0             0        8,983,110
---------     ---------      ----------- 
Net cash (used in) provided by financing
activities                                             (914,662)     (791,940)       8,900,109
---------     ---------      ----------- 
Net (decrease) increase in cash and cash equivalents                         (96,448)       (3,500)         192,512
Cash and cash equivalents, beginning of year                                 189,012       192,512                0
---------     ---------      ----------- 
Cash and cash equivalents, end of year                                     $  92,564     $ 189,012      $   192,512
=========     =========      =========== 
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture                    $       0     $       0      $   374,299
=========     =========      =========== 

Fund XI, XII, and REIT Joint Venture

On May 1, 1999, the Operating Partnership entered into a joint venture with
Wells Fund XII and Wells Fund XI. On May 18, 1999, the joint venture purchased a
169,510-square-foot, two-story manufacturing and office building, known as EYBL
CarTex, in Fountain Inn, South Carolina. On July 21, 1999, the joint venture
purchased a 68,900 square-foot, three-story-office building, known as the Sprint
Building, in Leawood, Kansas. On August 17, 1999, the joint venture purchased a
130,000 square-foot office and warehouse building, known as the Johnson Matthey
Building, in Chester County, Pennsylvania. On September 20, 1999, the joint
venture purchased a 62,400 square-foot, two-story office building, known as the
Gartner Building, in Fort Myers, Florida.

28

Following are the financial statements for the Fund XI, XII, and REIT Joint
Venture:

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheets
December 31, 2000 and 1999

Assets

2000            1999
-----------      -----------

Real estate assets, at cost:
Land                                                                             $ 5,048,797      $ 5,048,797
Building and improvements, less accumulated depreciation of 
$1,599,262 in 2000 and $506,582 in 1999                                        25,719,189       26,811,869
-----------      -----------
Total real estate assets                                                30,767,986       31,860,666
Cash and cash equivalents                                                                541,089          766,278
Accounts receivable                                                                      394,314          133,777
Prepaid assets and other expenses                                                         26,486           26,486
-----------      -----------
Total assets                                                           $31,729,875      $32,787,207
===========      ===========

Liabilities and Partners' Capital

Liabilities:
Accounts payable                                                                 $   114,180      $   112,457
Partnership distributions payable                                                    453,395          680,294
-----------      -----------
Total liabilities                                                          567,575          792,751
-----------      -----------
Partners' capital:
Wells Real Estate Fund XI                                                          8,148,261        8,365,852
Wells Real Estate Fund XII                                                         5,325,424        5,467,634
Wells Operating Partnership, L.P.                                                 17,688,615       18,160,970
-----------      -----------
Total partners' capital                                                 31,162,300       31,994,456
-----------      -----------
Total liabilities and partners' capital                                $31,729,875      $32,787,207
===========      ===========

29

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2000 and 1999

2000            1999
----------      ----------

Revenues:
Rental income                                                                       $3,345,932      $1,443,446
Interest income                                                                          2,814               0
Other income                                                                               440              57
----------      ----------
3,349,186       1,443,503
----------      ----------
Expenses:
Depreciation                                                                         1,092,680         506,582
Management and leasing fees                                                            157,236          59,230
Operating costs, net of reimbursements                                                 (24,798)          6,433
Property administration                                                                 30,787          14,185
Legal and accounting                                                                    14,725           4,000
----------      ----------
1,270,630         590,430
----------      ----------
Net income                                                                              $2,078,556      $  853,073
==========      ==========

Net income allocated to Wells Real Estate Fund XI                                       $  543,497      $  240,031
==========      ==========

Net income allocated to Wells Real Estate Fund XII                                      $  355,211      $  124,542
==========      ==========

Net income allocated to Wells Operating Partnership, L.P.                               $1,179,848      $  488,500
==========      ==========

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2000 and 1999

Wells
Wells Real      Wells Real        Operating           Total
Estate          Estate        Partnership,        Partners'
Fund XI         Fund XII           L.P.             Capital
----------      ----------      ------------       ----------- 

Balance, December 31, 1998                         $        0      $        0       $         0       $         0
Net income                                        240,031         124,542           488,500           853,073
Partnership contributions                       8,470,160       5,520,835        18,376,267        32,367,262
Partnership distributions                        (344,339)       (177,743)         (703,797)       (1,225,879)
----------      ----------      ------------       ----------- 
Balance, December 31, 1999                          8,365,852       5,467,634        18,160,970        31,994,456
Net income                                        543,497         355,211         1,179,848         2,078,556
Partnership distributions                        (761,088)       (497,421)       (1,652,203)       (2,910,712)
----------      ----------      ------------       ----------- 
Balance, December 31, 2000                         $8,148,261      $5,325,424       $17,688,615       $31,162,300
==========      ==========      ============       ===========

30

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2000 and 1999

2000             1999
-----------       -----------

Cash flows from operating activities:
Net income                                                                       $ 2,078,556       $   853,073
-----------       -----------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation                                                                1,092,680           506,582
Changes in assets and liabilities:
Accounts receivable                                                       (260,537)         (133,777)
Prepaid expenses and other assets                                                0           (26,486)
Accounts payable                                                             1,723           112,457
-----------       -----------
Total adjustments                                                       833,866           458,776
-----------       -----------
Net cash provided by operating activities                             2,912,422         1,311,849
-----------       -----------
Cash flows from financing activities:
Distributions to joint venture partners                                           (3,137,611)         (545,571)
-----------       -----------
Net (decrease) increase in cash and cash equivalents                                    (225,189)          766,278
Cash and cash equivalents, beginning of year                                             766,278                 0
-----------       -----------
Cash and cash equivalents, end of year                                               $   541,089       $   766,278
===========       ===========
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture                              $         0       $ 1,294,686
===========       ===========

Contribution of real estate assets to joint venture                              $         0       $31,072,562
===========       ===========

Fund XII and REIT Joint Venture

On May 10, 2000, the Operating Partnership entered into a joint venture with
Wells Fund XII. The joint venture, Fund XII and REIT Joint Venture, was formed
to acquire, develop, operate, and sell real property. On May 20, 2000, the joint
venture purchased a 77,054 square-foot, three-story office building, known as
the Siemens Building in Troy, Oakland County, Michigan. On December 28, 2000,
the joint venture purchased a 50,000 square-foot one-story office building and a
78,500 square-foot two-story office building, collectively known as the AT&T
Call Center Buildings in Oklahoma City, Oklahoma County, Oklahoma.

31

Following are the financial statements for Fund XII and REIT Joint Venture:

Fund XII and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheet
December 31, 2000

Assets

Real estate assets, at cost:
Land                                                                                   $ 4,420,405                
Building and improvements, less accumulated depreciation of $324,732                    26,004,918                
----------- 
Total real estate assets                                                      30,425,323                
Cash and cash equivalents                                                                      207,475                
Accounts receivable                                                                            130,490                
----------- 
Total assets                                                                 $30,763,288                
===========                

Liabilities and Partners' Capital 

Liabilities:                                                             
Partnership distributions payable                                                      $   208,261                
----------- 
Partners' capital:                                                                                                    
Wells Real Estate Fund XII                                                              16,242,127                
Wells Operating Partnership, L.P.                                                       14,312,900                
----------- 
Total partners' capital                                                       30,555,027                
----------- 
Total liabilities and partners' capital                                      $30,763,288                
===========

Fund XII and REIT Joint Venture       
(A Georgia Joint Venture)             
Statement of Income                   
for the Period From Inception (May 10, 2000)
Through December 31, 2000                   

Revenues:                                                                                                             
Rental income                                                                             $974,796                
Interest income                                                                              2,069                
--------
976,865                
--------
Expenses:                                                                                                             
Depreciation                                                                               324,732                
Management and leasing fees                                                                 32,756                
Partnership administration                                                                   3,917                
Operating costs, net of reimbursements                                                       1,210                
--------
362,615                
--------
Net income                                                                                    $614,250                
========

Net income allocated to Wells Real Estate Fund XII                                            $309,190                
========

Net income allocated to Wells Operating Partnership, L.P.                                     $305,060                
========

32

Fund XII and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Partners' Capital
for the Period From Inception (May 10, 2000)
Through December 31, 2000

Wells Real           Wells                Total
Estate           Operating            Partners'
Fund XII      Partnership, L.P.         Capital
------------    -----------------       ------------

Balance, May 10, 2000                                          $         0         $         0        $          0
Net income                                                     309,190             305,060             614,250
Partnership contributions                                   16,340,885          14,409,170          30,750,055
Partnership distributions                                     (407,948)           (401,330)           (809,278)
------------    ----------------        ------------
Balance, December 31, 2000                                     $16,242,127         $14,312,900        $ 30,555,027
============    ================        ============

Fund XII and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Cash Flows
for the Period From Inception (May 10, 2000)
Through December 31, 2000

Cash flows from operating activities:
Net income                                                                                        $    614,250
------------  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation                                                                                        324,732
Changes in assets and liabilities:
Accounts receivable                                                                            (130,490)
------------  
Total adjustments                                                                            194,242
------------  
Net cash provided by operating activities                                                    808,492
------------  
Cash flows from investing activities:

Investment in real estate                                                                          (29,520,043) 
------------  
Cash flows from financing activities:
Distributions to joint venture partners                                                               (601,017)
Contributions received from partners                                                                29,520,043
------------  
Net cash provided by financing activities                                                 28,919,026
------------  
Net increase in cash and cash equivalents                                                                  207,475
Cash and cash equivalents, beginning of year                                                                     0
------------  
Cash and cash equivalents, end of year                                                                $    207,475
============
Supplemental disclosure of non cash activities:
Deferred project costs contributed to joint venture                                               $  1,230,012
============

33

6.     INCOME TAX BASIS NET INCOME AND PARTNERS' CAPITAL

The Operating Partnership's income tax basis net income for the years ended
December 31, 2000 and 1999 are calculated as follows:

2000             1999
-----------       ----------         

Financial statement net income                                                        $ 8,552,967       $3,884,649
Increase (decrease) in net income resulting from:
Depreciation expense for financial reporting purposes in excess of
amounts for income tax purposes                                                  3,511,353          739,963
Rental income accrued for financial reporting purposes in excess of
amounts for income tax purposes                                                 (1,822,220)        (802,309)
Expenses deductible when paid for income tax purposes, accrued for
financial reporting purposes                                                        37,675           49,906
-----------       ----------         
Income tax basis net income                                                           $10,279,775       $3,872,209
===========       ==========

The Operating Partnership's income tax basis partners' capital at December 31,
2000 and 1999 is computed as follows:

2000               1999
------------       ------------

Financial statement partners' capital                                            $265,341,612       $116,015,595
Increase (decrease) in partners' capital resulting from:
Depreciation expense for financial reporting purposes in excess of
amounts for income tax purposes                                              4,543,602            822,581
Capitalization of syndication costs for income tax purposes, which
are accounted for as cost of capital for financial reporting
purposes                                                                    12,896,312         12,896,312
Accumulated rental income accrued for financial reporting purposes
in excess of amounts for income tax purposes                                (2,647,246)          (837,736)
Accumulated expenses deductible when paid for income tax purposes,
accrued for financial reporting purposes                                        89,215             51,540
Dividends payable                                                               1,025,010          2,166,701
1999 True-up adjustment                                                          (222,378)                 0
------------       ------------
Income tax basis partners' capital                                               $281,026,127       $131,114,993
============       ============    

7.     RENTAL INCOME

The future minimum rental income due from the Operating Partnership's direct
investment in real estate or its respective ownership interest in the joint
ventures under noncancelable operating leases at December 31, 2000 is as
follows:

Year ended December 31:
2001                                 $ 42,753,778
2002                                   43,073,142
2003                                   43,776,297
2004                                   44,836,991
2005                                   42,926,909
Thereafter                                176,795,438
------------
$394,162,555
============

One tenant contributed 13% of rental income for the year ended December 31,
2000. In addition, two tenants will contribute 13%, 16%, and 12% of future
minimum rental income.

Future minimum rental income due from Fund VIII, IX, and REIT Joint Venture
under noncancelable operating leases at December 31, 2000 is as follows:

34

Year ended December 31:
2001                                      $1,234,309
2002                                       1,287,119
2003                                       1,287,119
2004                                         107,260
----------
$3,915,807
==========

Two tenants contributed 52% and 48% of rental income for the year ended December
31, 2000. In addition, one tenant will contribute 100% of future minimum rental
income.

The future minimum rental income due from Fund IX, X, XI, and REIT Joint Venture
under noncancelable operating leases at December 31, 2000 is as follows:

Year ended December 31:
2001                                    $  4,413,780
2002                                       3,724,218
2003                                       3,617,437
2004                                       3,498,478
2005                                       2,482,821
Thereafter                                     5,436,524
------------
$ 23,173,258
============

Four tenants contributed 25%, 24%, 13%, and 13% of rental income for the year
ended December 31, 2000. In addition, four tenants will contribute 38%, 21%,
20%, and 19% of future minimum rental income.

The future minimum rental income due Wells/Orange County Associates under
noncancelable operating leases at December 31, 2000 is as follows:

Year ended December 31:
2001                                     $   809,580
2002                                         834,888
2003                                         695,740
-----------
$ 2,340,208
===========

One tenant contributed 100% of rental income for the year ended December 31,
2000 and will contribute 100% of future minimum rental income.

The future minimum rental income due Wells/Fremont Associates under
noncancelable operating leases at December 31, 2000 is as follows:

Year ended December 31:
2001                                     $   869,492
2002                                         922,444
2003                                         950,118
2004                                         894,832
-----------
$ 3,636,886
===========

35

One tenant contributed 100% of rental income for the year ended December 31,
2000 and will contribute 100% of future minimum rental income.

The future minimum rental income due from Fund XI, XII, and REIT under
noncancelable operating leases at December 31, 2000 is as follows:

Year ended December 31:
2001                                    $  3,135,340
2002                                       2,598,606
2003                                       2,946,701
2004                                       3,445,193
2005                                       3,495,155
Thereafter                                     6,169,579
------------
$ 21,790,574
============

Four tenants contributed approximately 30%, 24%, 23%, and 15% of rental income
for the year ended December 31, 2000. In addition, four tenants will contribute
approximately 28%, 27%, 26%, and 19% of future minimum rental income.

The future minimum rental income due Fund XII and REIT under noncancelable
operating leases at December 31, 2000 is as follows:

Year ended December 31:
2001                                    $  2,888,084
2002                                       2,920,446
2003                                       2,952,809
2004                                       2,985,172
2005                                       3,017,534
Thereafter                                    13,650,288
------------
$ 28,414,333
============

One tenant contributed approximately 86% of rental income for the year ended
December 31, 2000. In addition, two tenants will contribute approximately 49%
and 45% of future minimum rental income.

8.      NOTES PAYABLE

As of December 31, 2000, the Operating Partnership's notes payable included the
following:

Note payable to Bank of America; interest at LIBOR plus 200 basis points,
principal and interest payable monthly; due March 31, 2001;
collateralized by the Operating Partnership's interests in the AT&T
Building, the AT&T Call Center Buildings, the Matsushita Building, the
Motorola South Plainfield Building, and the Marconi Building                     $   14,300,150

Note payable to Bank of America; interest at LIBOR plus 200 basis points;
principal and interest payable monthly; due January 4, 2002                             112,937

Note payable to Guaranty Federal Bank; interest at LIBOR plus 180 basis
points; principal and interest payable monthly; due December 20, 2001;
collateralized by the Operating Partnership's interest in the Stone &

Webster Building                                                                     32,400,000

Note payable to Cardinal Capital, Inc.; interest at 6%; principal and
interest payable monthly; due March 31, 2001; collateralized by the
Operating Partnership's interest in the Stone & Webster Building                 $    3,000,000

36

Note payable to Richter-Schroeder Company, Inc.; interest at LIBOR plus
175 basis points; principal and interest payable monthly; due January 31,
3003; collateralized by the Operating Partnership's interest in the
Metris Oklahoma Building                                                              8,000,000

Note payable to SouthTrust Bank; interest at LIBOR plus 175 basis points;
principal and interest payable monthly; due June 10, 2002; collateralized
by the Operating Partnership's interests in the Cinemark Building, the
Dial Building, the ASML Building, the Alstom Power Richmond Building, the
Avaya Building, the Motorola Tempe Building, and the
PricewaterhouseCoopers Building                                                      69,850,100
------------
Total                                                                $127,663,187
============

The contractual maturities of the Operating Partnerhip's notes payable are as
follows as of December 31, 2000:

2001                                               $101,472,657
2002                                                 25,856,779
2003                                                    333,751
------------
Total                                $127,663,187
============

9.       COMMITMENTS AND CONTINGENCIES

Management, after consultation with legal counsel, is not aware of any
significant litigation or claims against the Company, the Operating Partnership,
or the Advisor. In the normal course of business, the Company, the Operating
Partnership, or the Advisor may become subject to such litigation or claims.

10.      SHAREHOLDERS' EQUITY

Common Stock Option Plan

The Wells Real Estate Investment Trust, Inc. Independent Director Stock Option
Plan ("the Plan") provides for grants of stock to be made to independent
nonemployee directors of the Company. Options to purchase 2,500 shares of common
stock at $12 per share are granted upon initially becoming an independent
director of the Company. Of these shares, 20% are exercisable immediately on the
date of grant. An additional 20% of these shares become exercisable on each
anniversary following the date of grant for a period of four years. Effective on
the date of each annual meeting of shareholders of the Company, beginning in
2000, each independent director will be granted an option to purchase 1,000
additional shares of common stock. These options vest at the rate of 500 shares
per full year of service thereafter. All options granted under the Plan expire
no later than the date immediately following the tenth anniversary of the date
of grant and may expire sooner in the event of the disability or death of the
optionee or if the optionee ceases to serve as a director.

The Company has adopted the disclosure provisions in SFAS No. 123, "Accounting
for Stock-Based Compensation." As permitted by the provisions of SFAS No. 123,
the Company applies Accounting Principles Board Opinion No. 25 and the related
interpretations in accounting for its stock option plans and, accordingly, does
not recognize compensation cost.

37

A summary of the Company's stock option activity during 2000 and 1999 is as
follows:

Exercise
Number         Price
------       ---------

Outstanding at December 31, 1998                                                0         $  0
Granted                                                                17,500           12
------         ----
Outstanding at December 31, 1999                                           17,500           12
Granted                                                                 7,000           12
------         ---- 
Outstanding at December 31, 2000                                           24,000         $ 12
======         ==== 

Outstanding options exercisable as of December 31, 2000                     7,000         $ 12
======         ====   

For SFAS No. 123 purposes, the fair value of each stock option for 2000 and 1999
has been estimated as of the date of the grant using the minimum value method.
The weighted average risk-free interest rates assumed for 2000 and 1999 were
6.45% and 5.97%, respectively. Dividend yields of 7.3% were assumed for both
years. The expected life of an option was assumed to be 4 years and 5 years for
2000 and 1999, respectively. Based on these assumptions, the fair value of the
options granted during 2000 and 1999 is $0.

Treasury Stock

During 1999, the Company's Board of Directors authorized a dividend reinvestment
program (the "DRP"), through which common shareholders may elect to reinvest an
amount equal to the dividends declared on their common shares into additional
shares of the Company's common stock in lieu of receiving cash dividends. During
2000, the Company's Board of Directors authorized a common stock repurchase plan
subject to the amount reinvested in the Company's common shares through the DRP
and 3% of the average common shares outstanding during the preceding year (the
"limitations"). During 2000, the Company's Board of Directors authorized
$2,436,495 in common stock repurchases. Accordingly, the Company repurchased
142,297 of its own common shares at an aggregate cost of $1,412,969. These
transactions were funded with cash on hand and did not exceed either of the
limitations.

11.      QUARTERLY RESULTS (UNAUDITED)

Presented below is a summary of the unaudited quarterly financial information
for the years ended December 31, 2000 and 1999:

2000 Quarters Ended
----------------------------------------------------------------
March 31         June 30         September 30        December 31
--------         -------         ------------        -----------

Revenues                                          $3,710,409       $5,537,618        $6,586,611         $7,638,568
Net income                                         1,691,288        1,521,021         2,525,228          2,815,430
Basic and diluted earnings per share              $     0.11       $     0.08        $     0.11         $     0.10
Dividends per share                                     0.18             0.18              0.18               0.19

1999 Quarters Ended
----------------------------------------------------------------
March 31         June 30         September 30        December 31
--------         -------         ------------        -----------  

Revenues                                         $   988,000      $1,204,938         $1,803,352         $2,499,105
Net income                                           393,438         601,975          1,277,019          1,612,217
Basic and diluted earnings per share             $      0.10      $     0.09         $     0.18         $     0.13
Dividends per share                                     0.17            0.17               0.18               0.18

38

PRIOR PERFORMANCE TABLES

The following Prior Performance Tables (Tables) provide information
relating to real estate investment programs sponsored by Wells Capital, Inc.,
our Advisor, and its affiliates (Wells Public Programs) which have investment
objectives similar to Wells Real Estate Investment Trust, Inc. (Wells REIT).
(See "Investment Objectives and Criteria.") All of the Wells Public Programs,
except for the Wells REIT, have used substantial amounts of capital, and no
acquisition indebtedness, to acquire their properties.

Prospective investors should read these Tables carefully together with
the summary information concerning the Wells Public Programs as set forth in
"Prior Performance Summary" section of this prospectus.

Investors in the Wells REIT will not own any interest in other Wells
Public Programs and should not assume that they will experience returns, if any,
comparable to those experienced by investors in other Wells Public Programs.

The advisor is responsible for the acquisition, operation, maintenance
and resale of the real estate properties. The financial results of the Wells
Public Programs, thus, may provide some indication of the advisor's performance
of its obligations during the periods covered. However, general economic
conditions affecting the real estate industry and other factors contribute
significantly to financial results.

The following tables are included herein:

Table I - Experience in Raising and Investing Funds (As a Percentage of
Investment)

Table II - Compensation to Sponsor (in Dollars)

Table III - Annual Operating Results of Wells Public Programs

Table IV (Results of completed programs) has been omitted since none of
the Wells Public Programs have been liquidated.

Table V - Sales or Disposals of Property

Additional information relating to the acquisition of properties by the
Wells Public Programs is contained in Table VI, which is included in Part II of
the registration statement which the Wells REIT has filed with the Securities
and Exchange Commission. As described above, no Wells Public Program has sold or
disposed of any property held by it. Copies of any or all information will be
provided to prospective investors at no charge upon request.

The following are definitions of certain terms used in the Tables:

"Acquisition Fees" shall mean fees and commissions paid by a Wells
Public Program in connection with its purchase or development of a property,
except development fees paid to a person not affiliated with the Wells Public
Program or with a general partner or advisor of the Wells Public Program in
connection with the actual development of a project after acquisition of the
land by the Wells Public Program.

"Organization Expenses" shall include legal fees, accounting fees,
securities filing fees, printing and reproduction expenses and fees paid to the
sponsor in connection with the planning and formation of the Wells Public
Program.

"Underwriting Fees" shall include selling commissions and wholesaling
fees paid to broker-dealers for services provided by the broker-dealers during
the offering.

39

TABLE I
(UNAUDITED)

EXPERIENCE IN RAISING AND INVESTING FUNDS

This Table provides a summary of the experience of the sponsors of
Wells Public Programs for which offerings have been completed since December 31,
1997. Information is provided with regard to the manner in which the proceeds of
the offerings have been applied. Also set forth is information pertaining to the
timing and length of these offerings and the time period over which the proceeds
have been invested in the properties. All figures are as of December 31, 2000.

Wells Real          Wells Real      Wells Real Estate
Estate Fund         Estate Fund        Investment
X, L.P.            XI, L.P.          Trust, Inc.
-------            --------          -----------

Dollar Amount Raised                           $  27,128,912/(4)/  $ 16,532,802/(5)/ $ 307,411,112/(5)/
=============       ============      =============   

Percentage Amount Raised                               100%/(4)/          100%/(5)/          100%/(5)/

Less Offering Expenses
Underwriting Fees                                   10.0%               9.5%               9.5%
Organizational Expenses                              5.0%               3.0%               3.0%
Reserves/(1)/                                          0.0%               0.0%               0.0%
----               ----               ----
Percent Available for Investment                    85.0%              87.5%              87.5%

Acquisition and Development Costs
Prepaid Items and Fees related to
Purchase of Property                              5.4%               0.0%               0.5%
Cash Down Payment                                   60.5%              84.0%              73.8%
Acquisition Fees/(2)/                                4.0%               3.5%               3.5%
Development and Construction Costs                  14.1%               0.0%               9.7%

Reserve for Payment of Indebtedness                    0.0%               0.0%               0.0%
----               ----               ----
Total Acquisition and Development Cost                84.0%              87.5%              87.5%

Percent Leveraged                                      0.0%               0.0%              30.9%
====               ====               ====

Date Offering Began                                12/31/96             12/31/97           01/30/98

Length of Offering                                    12 mo.              12 mo.               35mo.

Months to Invest 90% of Amount Available                                                       
for Investment (Measured from Beginning of            19 mo.              20 mo.               21mo.  
Offering)

Number of Investors as of 12/31/00                    1,812                1,341              7,422

(1)    Does not include general partner contributions held as part of reserves.
(2)    Includes acquisition fees, real estate commissions, general contractor
fees and/or architectural fees paid to affiliates of the general
partners.
(3)    Total dollar amount registered and available to be offered was
$35,000,000. Wells Real Estate Fund X, L.P. closed its offering on
December 30, 1997, and the total dollar amount raised was $27,128,912.
(4)    Total dollar amount registered and available to be offered was
$35,000,000. Wells Real Estate Fund XI, L.P. closed its offering on
December 30, 1998, and the total dollar amount raised was $16,532,802.
(5)    The total dollar amount registered and available to be offered in the
first offering was $165,000,000. Wells Real Estate Investment Trust, Inc.
closed its initial offering on December 19, 1999, and the total dollar
amount raised in its initial offering was $132,181,919. The total dollar
amount registered and available to be offered in the second offering was
$222,000,000. Wells Real Estate Investment Trust, Inc. closed its second
offering on December 19, 2000, and the total dollar amount raised in its
second offering was $175,229,193.

40

TABLE II
(UNAUDITED)
COMPENSATION TO SPONSOR

The following sets forth the compensation received by Wells Capital and
its affiliates, including compensation paid out of offering proceeds and
compensation paid in connection with the ongoing operations of Wells Public
Programs having similar or identical investment objectives the offerings of
which have been completed since December 31, 1997. All figures are as of
December 31, 2000.

Wells Real
Wells Real     Wells Real     Estate         Other
Estate Fund    Estate Fund  Investment       Public
X, L.P.       XI, L.P.    Trust, Inc./(1)/ Programs/(2)/
-------       --------    ---------------- -------------

Date Offering Commenced                           12/31/96      12/31/97          01/30/98               --

Dollar Amount Raised                           $  27,128,912  $  16,532,802    $ 307,411,112  $ 241,241,095
To Sponsor from Proceeds of Offering:
Underwriting Fees/(3)/                       $     260,748  $     151,911    $   3,076,844  $   1,233,722
Acquisition Fees
Real Estate Commissions                                --             --               --             --
Acquisition and Advisory Fees/(4)/          $   1,085,157  $     578,648    $  10,759,389  $  11,559,399

Dollar Amount of Cash Generated from
Operations
Before Deducting Payments to Sponsor/(5)/     $   6,317,750  $   2,258,811    $  20,419,727  $  50,226,112

Amount Paid to Sponsor from Operations:
Property Management Fee/(2)/                  $     186,223  $      59,759    $     664,993  $   1,869,215
Partnership Management Fee                               --             --               --             --
Reimbursements                                $     155,940  $     109,640    $     321,593  $   1,871,038
Leasing Commissions                           $     256,922  $      71,051    $     664,993  $   2,099,939
General Partner Distributions                            --             --               --             --
Other                                                    --             --               --             --

Dollar Amount of Property Sales and
Refinancing
Payments to Sponsors:
Cash                                                    --             --               --             --
Notes                                                   --             --               --             --

Amount Paid to Sponsor from Property Sales
and Refinancing:
Real Estate Commissions                                 --             --               --             --
Incentive Fees                                          --             --               --             --
Other                                                   --             --               --             --

(1)   The total dollar amount registered and available to be offered in the
first offering was $165,000,000. Wells Real Estate Investment Trust, Inc.
closed its initial offering on December 19, 1999, and the total dollar
amount raised in its initial offering was $132,181,919. The total dollar
amount registered and available to be offered in the second offering was
$222,000,000. Wells Real Estate Investment Trust, Inc. closed its second
offering on December 19, 2000, and the total dollar amount raised in its
second offering was $175,229,193.
(2)   Includes compensation paid to the general partners from Wells Real Estate
Fund I, Wells Real Estate Fund II, Wells Real Estate Fund II-OW, Wells
Real Estate Fund III, L.P., Wells Real Estate Fund IV, L.P., Wells Real
Estate Fund V, L.P., Wells Real Estate Fund VI, L.P., Wells Real Estate
Fund VII, L.P., Wells Real Estate Fund VIII, L.P. and Wells Real Estate
Fund IX, L.P. during the past three years. In addition to the amounts
shown, affiliates of the general partners of Wells Real Estate Fund I are
entitled to certain property management and leasing fees but have elected
to defer the payment of such fees until a later year on properties owned
by Wells Real Estate Fund I. As of December 31, 2000, the amount of such
deferred fees due the general partners totaled $2,520,040.
(3)   Includes net underwriting compensation and commissions paid to Wells
Investment Securities, Inc. in connection with the offering which was not
reallowed to participating broker-dealers.
(4)   Fees paid to the general partners or their affiliates for acquisition and
advisory services in connection with the review and evaluation of
potential real property acquisitions.
(5)   Includes $140,562 in net cash provided by operating activities, $5,578,104
in distributions to limited partners and $599,084 in payments to sponsor
for Wells Real Estate Fund X, L.P.; $(82,877) in net cash used by
operating activities, $2,11,238 in distributions to limited partners and
$240,450 in payments to

41

sponsor for Wells Real Estate Fund XI, L.P.; $11,052,365 in net cash
provided by operating activities, $20,880,495 in dividends and $1,651,579
in payments to sponsor for Wells Real Estate Investment Trust, Inc.; and
$1,903,465 in net cash provided by operating activities, $42,482,455 in
distributions to limited partners and $5,840,192 in payments to sponsor
for other public programs.

42

TABLE III
(UNAUDITED)

The following six tables set forth operating results of Wells Public
Programs the offerings of which have been completed since December 31, 1995. The
information relates only to public programs with investment objectives similar
to those of Wells Fund XIII. All figures are as of December 31 of the year
indicated.

43

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND VII, L.P.

2000          1999           1998          1997          1996
----          ----           ----          ----          ----

Gross Revenues/(1)/                                             $  961,858  $    982,630   $   846,306   $   816,237   $  543,291
Profit on Sale of Properties                                            --            --            --            --           --
Less: Operating Expenses/(2)/                                       78,876        85,273        85,722        76,838       84,265
Depreciation and Amortization/(3)/                                --         1,562         6,250         6,250        6,250
----------     ---------     ----------    ---------    ---------
Net Income GAAP Basis/(4)/                                      $  882,982  $    895,795   $   754,334   $   733,149   $  452,776
=========     =========     =========    =========
Taxable Income: Operations                                      $1,173,394  $  1,255,666   $ 1,109,096   $ 1,008,368   $  657,443
=========     =========     =========    =========
Cash Generated (Used By):                           
Operations                                                        (60,735)      (82,763)      (72,194)      (43,250)      20,883
Joint Ventures                                                  1,921,437     1,777,010     1,770,742     1,420,126      760,628
---------     ---------     ---------     ---------    ---------
1,860,702  $  1,694,247   $ 1,698,548   $ 1,376,876   $  781,511
Less Cash Distributions to Investors:               
Operating Cash Flow                                             1,860,702     1,688,290     1,636,158     1,376,876      781,511
Return of Capital                                                      --            --            --         2,709       10,805
Undistributed Cash Flow from Prior Year Operations                 26,481            --            --           --            --
----------     ---------     ---------     ---------    ---------
Cash Generated (Deficiency) after Cash Distributions               (26,481) $      5,957        62,390   $    (2,709)  $  (10,805)

Special Items (not including sales and financing):  
Source of Funds:                                   
General Partner Contributions                                         --            --            --            --           --
Increase in Limited Partner Contributions                             --  $         --   $        --   $        --   $       --
----------     ---------     ---------     ---------    ---------
(26,481) $      5,957   $    62,390   $    (2,709)  $  (10,805)
Use of Funds:                                                                                                          
Sales Commissions and Offering Expenses                                --            --            --            --           --
Return of Original Limited Partner's Investment                        --            --            --            --           -- 
Property Acquisitions and Deferred Project Costs                        0             0       181,070       169,172      736,960  
----------     ---------   -----------     ---------    ---------
Cash Generated (Deficiency) after Cash                                                                                    
Distributions and Special Items                                $  (26,481) $      5,957   $  (118,680)  $  (171,881)  $ (747,765)  
==========     =========   ===========     =========    =========   

Net Income and Distributions Data per $1,000 Invested:                                           
Net Income on GAAP Basis:                          
Ordinary Income (Loss)                                                                                                       
- Operations Class A Units                                             63            93             85           86           62 
- Operations Class B Units                                           (107)         (248)          (224)        (168)         (98)
Capital Gain (Loss)                                                    --            --             --           --           -- 
Tax and Distributions Data per $1,000 Invested:                                                                                   
Federal Income Tax Results:                                                                                                      
Ordinary Income (Loss)                                                                                                          
- Operations Class A Units                                            90            89             82           78           55 
- Operations Class B Units                                          (178)         (144)          (134)        (111)         (58)
Capital Gain (Loss)                                                   --            --             --           --           -- 
Cash Distributions to Investors:                                                    (144)                                         
Source (on GAAP Basis)                                                                --                                          
- Investment Income Class A Units                                       63                           81           70           43 
- Return of Capital Class A Units                                       29                           --           --           -- 
- Return of Capital Class B Units                                       --            83             --           --           -- 
Source (on Cash Basis)                                                                --                                          
- Operations Class A Units                                              91            --             81           70           42 
- Return of Capital Class A Units                                        1                           --           --            1 
- Operations Class B Units                                              --                           --           --           --   
Source (on a Priority Distribution Basis)/(5)/                                        83                                       
- Investment income Class A Units                                       74            --             65           54           29 
- Return of Capital Class A Units                                       18            --             16           16           14 
- Return of Capital Class B Units                                       --                           --           --           -- 

__________

Amount (in Percentage Terms) Remaining Invested in
Program Properties at the end of the Last Year Reported 
in the Table                                                    100%

44

(1)  Includes $457,144 in equity in earnings of joint ventures and $86,147
from investment of reserve funds in 1996, $785,398 in equity in earnings
of joint ventures and $30,839 from investment of reserve funds in 1997,
$839,037 in equity in earnings of joint ventures and $7,269 from
investment of reserve funds in 1998, $981,104 in equity in earnings of
joint ventures and $1,526 from investment of reserve funds in 1999 and
$944,165 in equity in earnings of joint ventures and $17,693 from
investment of reserve funds in 2000. As of December 31, 2000, the leasing
status was 98.7% including developed property in initial lease up.
(2)  Includes partnership administrative expenses.
(3)  Included in equity in earnings of joint ventures in gross revenues is
depreciation of $140,533 for 1995, $605,247 for 1996, $877,869 for 1997,
$955,245 for 1998, $982,052 for 1999, and $957,862 for 2000.
(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $1,062,605 to Class A Limited
Partners, $(609,829) to Class B Limited Partners and $0 to the General
Partners for 1996; $1,615,965 to class A Limited Partners, $(882,816) to
Class B Limited Partners and $0 to the General Partners for 1997;
$1,704,213 to Class A Limited Partners, $(949,879) to Class B Limited
Partners and $0 to the General Partners for 1998; $1,879,410 to Class A
Limited Partners, $(983,615) to Class B Limited Partners and $0 to the
General Partners for 1999, and $1,286,161 to Class A Limited Partners,
$(403,179) to Class B Limited Partners and $0 to the General Partners for
2000.
(5)  Pursuant to the terms of the partnership agreement, an amount equal to
the cash distributions paid to Class A Limited Partners is payable as
priority distributions out of the first available net proceeds from the
sale of partnership properties to Class B Limited Partners. The amount of
cash distributions paid per unit to Class A Limited Partners is shown as
a return of capital to the extent of such priority distributions payable
to Class B Limited Partners. As of December 31, 2000, the aggregate
amount of such priority distributions payable to Class B Limited Partners
totaled $2,053,320.

45

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND VIII, L.P.

2000            1999            1998          1997            1996
----            ----            ----          ----            ----

Gross Revenues/(1)/                                 $ 1,373,795    $  1,360,497    $  1,362,513   $  1,204,018   $  1,057,694
Profit on Sale of Properties                                 --              --              --             --             --
Less: Operating Expenses/(2)/                            85,732          87,301          87,092         95,201        114,854
Depreciation and Amortization/(3)/                      0           6,250           6,250          6,250          6,250
-----------    ------------    ------------   ------------   ------------  
Net Income GAAP Basis/(4)/                            1,288,063    $  1,266,946    $  1,269,171   $  1,102,567    $   936,590
===========    ============    ============   ============   ============ 
Taxable Income: Operations                            1,707,431    $  1,672,844    $  1,683,192   $  1,213,524    $ 1,001,974
===========    ============    ============   ============   ============ 
Cash Generated (Used By):
Operations                                             (68,968)        (87,298)        (63,946)         7,909        623,268
Joint Ventures                                       2,474,151       2,558,623       2,293,504      1,229,282        279,984
-----------    ------------    ------------   ------------   ------------  
$ 2,405,183    $  2,471,325    $  2,229,558   $  1,237,191    $   903,252
Less Cash Distributions to Investors:
Operating Cash Flow                                  2,405,183       2,379,215       2,218,400      1,237,191        903,252
Return of Capital                                           --              --              --        183,315          2,443
Undistributed Cash Flow from Prior Year                                                                                      
Operations                                             82,180              --              --             --        225,077 
-----------    ------------    ------------   ------------   ------------  
Cash Generated (Deficiency) after Cash                                                                                         
Distributions                                      $   (82,180)   $     92,110    $     11,158   $   (183,315)   $  (227,520) 

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                              --              --              --             --             --
Increase in Limited Partner Contributions/(5)/             --              --              --             --      1,898,147
-----------    ------------    ------------   ------------   ------------  
$   (82,180)   $     92,110    $     11,158   $   (183,315)  $  1,670,627

Use of Funds:                                                                                                                  
Sales Commissions and Offering Expenses                     --              --              --             --        464,760  
Return of Limited Partner's Investment                      --              --              --          8,600             --
Property Acquisitions and Deferred Project Costs             0               0       1,850,859     10,675,811      7,931,566
-----------    ------------    ------------   ------------   ------------  
Cash Generated (Deficiency) after Cash                                                          
Distributions and Special Items                    $   (82,180)   $     92,110    $ (1,839,701)  $(10,867,726)  $ (6,725,699)
===========    ============    ============   ============   ============  
Net Income and Distributions Data per $1,000 
Invested: 
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                 84              91              91             73             46
- Operations Class B Units                               (219)           (247)           (212)          (150)           (47)
Capital Gain (Loss)                                        --              --              --             --             --

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                 89              88              89             65             46
- Operations Class B Units                               (169)            154            (131)           (95)           (33)
Capital Gain (Loss)                                        --              --              --             --             --

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                          83              87              83             54             43
- Return of Capital Class A Units                           7              --              --             --             --
- Return of Capital Class B Units                          --              --              --             --             --
Source (on Cash Basis)
- Operations Class A Units                                 87              87              83             47             43
- Return of Capital Class A Units                           3              --              --              7              0
- Operations Class B Units                                 --              --              --             --             --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units                          73              70              69             42             33
- Return of Capital Class A Units                          17              17              16             12             10
- Return of Capital Class B Units                          --              --              --             --             --

Amount (in Percentage Terms) Remaining Invested
in Program Properties at the end of the Last Year
Reported in the Table                                       100%

46

(1)  Includes $241,819 in equity in earnings of joint ventures and $815,875 from
investment of reserve funds in 1996, $1,034,907 in equity in earnings of
joint ventures and $169,111 from investment of reserve funds in 1997,
$1,346,367 in equity in earnings of joint ventures and $16,146 from
investment of reserve funds in 1998, $1,360,494 in equity in earnings of
joint ventures and $3 from investment of reserve funds in 1999 and
$1,363,174 in equity in earnings of joint ventures and $10,621 from
investment of reserve funds in 2000. As of December 31, 2000, the leasing
status was 100% including developed property in initial lease up.
(2)  Includes partnership administrative expenses.
(3)  Included in equity in earnings of joint ventures in gross revenues is
depreciation of $265,259 for 1996, $841,666 for 1997, $1,157,355 for 1998,
$1,209,171 for 1999 and $1,173,630 for 2000.
(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $1,207,540 to Class A Limited
Partners, $(270,653) to Class B Limited Partners and $(297) to the General
Partners for 1996; $1,947,536 to Class A Limited Partners, $(844,969) to
Class B Limited Partners and $0 to the General Partners for 1997;
$2,431,246 to Class A Limited Partners, $(1,162,075) to Class B Limited
Partners and $0 to the General Partners for 1998; $2,481,559 to Class A
Limited Partners, $(1,214,613) to Class B Limited Partners and $0 to the
General Partners for 1999, and $2,294,288 to Class A Limited Partners,
$(1,006,225) to Class B Limited Partners and $0 to the General Partners for
2000.
(5)  Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a
return of capital to the extent of such priority distributions payable to
Class B Limited Partners. As of December 31, 2000, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$1,940,951.

47

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS

WELLS REAL ESTATE FUND IX, L.P.

2000            1999           1998          1997           1996
----            ----           ----          ----           ----

Gross Revenues/(1)/                                    $1,836.768    $1,593,734     $ 1,561,456   $  1,199,300  $   406,891
Profit on Sale of Properties                                   --            --              --             --           --
Less:    Operating Expenses/(2)/                           78,092        90,903         105,251        101,284      101,885
Depreciation and Amortization/(3)/                         0        12,500           6,250          6,250        6,250
----------    ----------     -----------   ------------  -----------
Net Income GAAP Basis/(4)/                             $1,758,676    $1,490,331     $ 1,449,955   $  1,091,766  $   298,756
==========    ==========     ===========   ============  ===========
Taxable Income: Operations                             $2,147,094    $1,924,542     $ 1,906,011   $  1,083,824  $   304,552
==========    ==========     ===========   ============  ===========
Cash Generated (Used By):
Operations                                           $  (66,145)   $  (94,403)    $    80,147   $    501,390  $   151,150
Joint Ventures                                        2,831,329     2,814,870       2,125,489        527,390           -- 
----------    ----------     -----------   ------------  -----------
$2,765,184    $2,720,467     $ 2,205,636   $  1,028,780  $   151,150   
Less Cash Distributions to Investors:                                                                                         
Operating Cash Flow                                   2,707,684     2,720,467       2,188,189      1,028,780      149,425   
Return of Capital                                            --        15,528              --         41,834           --   
Undistributed Cash Flow From Prior Year Operations           --        17,447              --          1,725           --    
----------    ----------     -----------   ------------  -----------
Cash Generated (Deficiency) after Cash Distributions   $   57,500    $  (32,975)    $    17,447   $    (43,559) $     1,725 

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                               --            --              --             --           -- 
Increase in Limited Partner Contributions                   --            --              --             --   35,000,000 
----------    ----------     -----------   ------------  -----------
$   57,500    $  (32,975)    $    17,447   $    (43,559) $35,001,725
Use of Funds:                                                                                                              
Sales Commissions and Offering Expenses                      --            --              --        323,039    4,900,321
Return of Original Limited Partner's Investment              --            --              --            100           --
Property Acquisitions and Deferred Project Costs         44,357       190,853       9,455,554     13,427,158    6,544,019
----------    ----------      ----------   ------------  ----------- 
Cash Generated (Deficiency) after Cash Distributions                                           
and Special Items                                      $   13,143    $ (223,828)    $(9,438,107)  $(13,793,856) $23,557,385
==========    ==========     ===========   ============  ===========

Net Income and Distributions Data per $1,000
Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)                                                                                                  
- Operations Class A Units                                  93            89              88             53           28
- Operations Class B Units                                (267)         (272)           (218)           (77)         (11)
Capital Gain (Loss)                                         --            --              --             --           --  

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                  91            86              85             46           26
- Operations Class B Units                                (175)         (164)           (123)           (47)         (48)
Capital Gain (Loss)                                         --            --              --             --           -- 

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                             87            88              73             36           13
- Return of Capital Class A Units                             --             2              --             --           --
- Return of Capital Class B Units                             --            --              --             --           -- 
Source (on Cash Basis)
- Operations Class A Units                                    87            89              73             35           13
- Return of Capital Class A Units                             --             1              --              1           --
- Operations Class B Units                                    --            --              --             --           -- 
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units                             76            77              61             29           10
- Return of Capital Class A Units                             11            13              12              7            3
- Return of Capital Class B Units                             --            --              --             --           -- 

Amount (in Percentage Terms) Remaining Invested in
Program Properties at the end of the Last Year                100% 
Reported in the Table

(1)  Includes $23,077 in equity in earnings of joint ventures and $383,884 from
investment of reserve funds in 1996, and $593,914 in equity in earnings of
joint ventures and $605,386 from investment of reserve funds in 1997,
$1,481,869 in equity in earnings of joint ventures and $79,587 from
investment of 

48

reserve funds in 1998, $1,593,734 in equity in earnings of joint ventures
and $0 from investment of reserve funds in 1999, and $1,829,216 in equity
in earnings of joint ventures and $7,552 from investment of reserve funds
in 2000. As of December 31, 2000, the leasing status was 100% including
developed property in initial lease up.
(2)  Includes partnership administrative expenses.
(3)  Included in equity in earnings of joint ventures in gross revenues is
depreciation of $25,286 for 1996, $469,126 for 1997, $1,143,407 for 1998,
$1,210,939 for 1999, and $1,100,915 for 2000.
(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $330,270 to Class A Limited
Partners, $(31,220) to Class B Limited Partners and $(294) to the General
Partners for 1996; $1,564,778 to Class A Limited Partners, $(472,806) to
Class B Limited Partners and $(206) to the General Partners for 1997;
$2,597,938 to Class A Limited Partners, $(1,147,983) to Class B Limited
Partners and $0 to the General Partners for 1998, $2,713,636 to Class A
Limited Partners, $(1,223,305) to Class B Limited Partners and $0 to the
General Partners for 1999, and $2,858,806 to the Class A Limited Partners,
$(1,100,130) to Class B Limited Partners and $0 to the General Partners for
2000.
(5) Pursuant to the terms of the partnership agreement, an amount equal
to the cash distributions paid to Class A Limited Partners is payable as
priority distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a return of
capital to the extent of such priority distributions payable to Class B Limited
Partners. As of December 31, 2000, the aggregate amount of such priority
distributions payable to Class B Limited Partners totaled $1,332,403.

49

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS

WELLS REAL ESTATE FUND X, L.P.

2000               1999             1998          1997             1996
----               ----             ----          ----             ----

Gross Revenues/(1)/                                    $1,557,518       $ 1,309,281      $  1,204,597    $   372,507          N/A
Profit on Sale of Properties                                   --                --                --             --
Less:    Operating Expenses/(2)/                           81,338            98,213            99,034         88,232
Depreciation and Amortization/(3)/                         0            18,750            55,234          6,250 
----------       -----------      ------------    -----------
Net Income GAAP Basis/(4)/                             $1,476,180       $ 1,192,318      $  1,050,329    $   278,025 
==========       ===========      ============    ===========
Taxable Income: Operations                             $1,692,792       $ 1,449,771      $  1,277,016    $   382,543 
==========       ===========      ============    ===========
Cash Generated (Used By):                                        
Operations                                              (59,595)          (99,862           300,019        200,668
Joint Ventures                                        2,192,397         2,175,915           886,846             -- 
----------       -----------      ------------    -----------
$2,132,802       $ 2,076,053      $  1,186,865    $   200,668
Less Cash Distributions to Investors:                                                                               

Operating Cash Flow                                   2,103,260         2,067,801         1,186,865             --
Return of Capital                                            --                --            19,510             --
Undistributed Cash Flow From Prior Year Operations           --                --           200,668             -- 
----------       -----------      ------------    -----------  
Cash Generated (Deficiency) after Cash Distributions   $   29,542       $     8,252      $   (220,178)   $   200,668 

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                               --               --                 --             --
Increase in Limited Partner Contributions                                    --                 --     27,128,912 
----------       ----------       ------------    -----------
$   29,542       $    8,252       $   (220,178)   $27,329,580
Use of Funds:                                                                                        
Sales Commissions and Offering Expenses                      --               --            300,725      3,737,363
Return of Original Limited Partner's Investment              --               --                 --            100
Property Acquisitions and Deferred Project Costs         81,022                0         17,613,067      5,188,485 
----------       ----------       ------------    -----------
Cash Generated (Deficiency) after Cash Distributions
and Special Items                                      $  (51,480)      $    8,252       $(18,133,970)   $18,403,632
==========       ==========       ============    ===========

Net Income and Distributions Data per $1,000 
Invested: 
Net Income on GAAP Basis:
Ordinary Income (Loss)                                     104               97                 85             28
- Operations Class A Units                                (159)            (160)              (123)            (9)
- Operations Class B Units                                  --               --                 --             --
Capital Gain (Loss)                                                                                              

Tax and Distributions Data per $1,000 Invested:                                                                     
Federal Income Tax Results:                                                                                       
Ordinary Income (Loss)                                                                                           
- Operations Class A Units                                  98               92                 78             35
- Operations Class B Units                                (107)            (100)               (64)             0 
Capital Gain (Loss)                                         --               --                 --             --

Cash Distributions to Investors:                                                                                    
Source (on GAAP Basis)                                                                                             
- Investment Income Class A Units                             94               95                 66             --
- Return of Capital Class A Units                             --               --                 --             --
- Return of Capital Class B Units                             --               --                 --             --
Source (on Cash Basis)                                                                                             
- Operations Class A Units                                    94               95                 56             --
- Return of Capital Class A Units                             --               --                 10             --
- Operations Class B Units                                    --               --                 --             --
Source (on a Priority Distribution Basis)/(5)/                                                                      
- Investment Income Class A Units                             74               71                 48             --
- Return of Capital Class A Units                             20               24                 18             --
- Return of Capital Class B Units                             --               --                 --             -- 

Amount (in Percentage Terms) Remaining Invested in
Program Properties at the end of the Last Year                100%
Reported in the Table

50

(1)  Includes $(10,035) in equity in earnings of joint ventures and $382,542
from investment of reserve funds in 1997, and $869,555 in equity in
earnings of joint ventures and $215,042 from investment of reserve funds in
1998, $1,309,281 in equity in earnings of joint ventures and $0 from
investment of reserve funds in 1999, and 1,547,664 in equity in earnings of
joint ventures and $9,854 from investment of reserve funds in 2000. As of
December 31, 2000, the leasing status was 100% including developed property
in initial lease up.
(2)  Includes partnership administrative expenses.
(3)  Included in equity in earnings of joint ventures in gross revenues is
depreciation of $18,675 for 1997, $674,986 for 1998, $891,911 for 1999, and
$816,544 for 2000.
(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $302,862 to Class A Limited
Partners, $(24,675) to Class B Limited Partners and $(162) to the General
Partners for 1997; $1,779,191 to Class A Limited Partners, $(728,524) to
Class B Limited Partners and $(338) to General Partners for 1998;
$2,084,229 to Class A Limited Partners, $(891,911) to Class B Limited
Partners and $0 to the General Partners for 1999, and $2,292,724 to Class A
Limited Partners, $(816,544) to Class B Limited Partners and $0 to the
General Partners for 2000.
(5)  Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a
return of capital to the extent of such priority distributions payable to
Class B Limited Partners. As of December 31, 2000, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$1,354,118.

51

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND XI, L.P.

2000            1999           1998          1997    1996
----            ----           ----          ----    ----

Gross Revenues/(1)/                                                 $   975,850    $    766,586   $    262,729          N/A     N/A
Profit on Sale of Properties                                                 --              --             --
Less: Operating Expenses/(2)/                                            79,861         111,058        113,184
Depreciation and Amortization/(3)/                                     --          25,000          6,250
----------    ----------
Net Income GAAP Basis/(4)/                                          $   895,989    $    630,528   $    143,295
-----------    ============   ============
Taxable Income: Operations                                          $   944,775    $    704,108   $    177,692
===========    ============   ============
Cash Generated (Used By):                                                       
Operations                                                            (72,925)         40,906        (50,858)
Joint Ventures                                                      1,333,337         705,394        102,662
------------   ------------
$ 1,260,412    $    746,300   $     51,804
Less Cash Distributions to Investors:                                           
Operating Cash Flow                                                  1,205,303         746,300         51,804
Return of Capital                                                           --          49,761         48,070
Undistributed Cash Flow From Prior Year Operations                          --              --             --
-----------    ------------   -------------
Cash Generated (Deficiency) after Cash Distributions                $    55,109    $    (49,761)  $    (48,070)

Special Items (not including sales and financing):       
Source of Funds:                                        
General Partner Contributions                                               --              --             --
Increase in Limited Partner Contributions                                   --              --     16,532,801
-----------    ------------   ------------
$    55,109    $    (49,761)  $ 16,484,731
Use of Funds:                                            
Sales Commissions and Offering Expenses                                     --         214,609      1,779,661
Return of Original Limited Partner's Investment                             --             100             --
Property Acquisitions and Deferred Project Costs                                     9,005,979      5,412,870
-----------    ------------   ------------
Cash Generated (Deficiency) after Cash Distributions and 
Special Items                                                      $    55,109    $ (9,270,449)  $  9,292,200
===========    =============  ============

Net Income and Distributions Data per $1,000 Invested:   
Net Income on GAAP Basis:                               
Ordinary Income (Loss)                                  
- Operations Class A Units                                                 103              77             50
- Operations Class B Units                                                (155)           (112)           (77)
Capital Gain (Loss)                                                         --              --             --

Tax and Distributions Data per $1,000 Invested:          
Federal Income Tax Results:                             
Ordinary Income (Loss)                                  
- Operations Class A Units                                                  97              71             18
- Operations Class B Units                                                (112)            (73)           (17)
Capital Gain (Loss)                                                         --              --             --

Cash Distributions to Investors:                         
Source (on GAAP Basis)                                   
- Investment Income Class A Units                                            90              60              8
- Return of Capital Class A Units                                            --              --             --
- Return of Capital Class B Units                                            --              --             --
Source (on Cash Basis)                                   
- Operations Class A Units                                                   90              56              4
- Return of Capital Class A Units                                            --               4              4
- Operations Class B Units                                                   --              --             --
Source (on a Priority Distribution Basis)/(5)/           
- Investment Income Class A Units                                            69              46              6
- Return of Capital Class A Units                                            21              14              2
- Return of Capital Class B Units                                            --              --             --

Amount (in Percentage Terms) Remaining Invested in       

Program Properties at the end of the Last Year Reported                     100%
in the Table

52

(1)   Includes $142,163 in equity in earnings of joint ventures and $120,566
from investment of reserve funds in 1998, $607,579 in equity in earnings
of joint ventures and $159,007 from investment of reserve funds in 1999
and $967,900 in equity in earnings of joint ventures and $7,950 from
investment of reserve funds in 2000. As of December 31, 2000, the leasing
status was 100% including developed property in initial lease up.
(2)   Includes partnership administrative expenses.
(3)   Included in equity in earnings of joint ventures in gross revenues is
depreciation of $105,458 for 1998, $353,840 for 1999, and $485,558 for
2000.
(4)   In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $254,862 to Class A Limited
Partners, $(111,067) to Class B Limited Partners and $(500) to General
Partners for 1998; $1,009,368 to Class A Limited Partners, $(378,840) to
Class B Limited Partners and $0 to the General Partners for 1999, and
$1,381,547 to Class A Limited Partners, $(485,558) to Class B Limited
Partners and $0 to General Partners for 2000.
(5)   Pursuant to the terms of the partnership agreement, an amount equal to
the cash distributions paid to Class A Limited Partners is payable as
priority distributions out of the first available net proceeds from the
sale of partnership properties to Class B Limited Partners. The amount of
cash distributions paid per unit to Class A Limited Partners is shown as
a return of capital to the extent of such priority distributions payable
to Class B Limited Partners. As of December 31, 2000, the aggregate
amount of such priority distributions payable to Class B Limited Partners
totaled $493,292.

53

TABLE V (UNAUDITED)
SALES OR DISPOSAL OF PROPERTIES

The following Table sets forth sales or other disposals of properties by
Wells Public Programs within the most recent three years. The information
relates to only public programs with investment objectives similar to those of
Wells Real Estate Investment Trust, Inc. All figures are as of December 31,
2000.

Excess
(Deficiency)
Of Property
Operating
Cost Of         Cash
Properties     Receipts
Date      Date                                                                            Including        Over
Acquired     Of               Selling Price, Net Of                                        Closing And       Cash
Property                   Sale        Closing Costs And GAAP Adjustments                                  Soft Costs   Expenditures
====================================================================================================================================

Total
Cash                           Adjustments                           Acquisition
Received   Mortgage   Purchase    Resulting                               Cost,
Net Of     Balance     Money       From                    Original     Capital
Closing     At Time   Mortgage   Application                Mortgage  Improvement,
Costs      Of Sale     Taken      Of GAAP     Total/1/    Financing   Closing And    Total
Back By                                         Soft Costs/2/
Program
====================================================================================================================================

3875           12/1/85    08/31/00  $704,496     -0-        -0-         -0-         $704,496     -0-         $647,648   $647,648
Peachtree
Place,
Atlanta,
Georgia

_____________________________________
/1/  Includes Wells Real Estate Fund I's share of taxable gain from this sale in
the amount of $184,161, of which $184,161 is allocated to capital gain and
$0 is allocated to ordinary gain.
/2/  Amount shown does not include pro rata share of original offering costs.

54

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SUPPLEMENT NO. 3 DATED JULY 20, 2001 TO THE PROSPECTUS
DATED DECEMBER 20, 2000

This document supplements, and should be read in conjunction with, the
prospectus of Wells Real Estate Investment Trust, Inc. dated December 20, 2000,
as supplemented and amended by Supplement No. 1 dated February 5, 2001 and
Supplement No. 2 dated April 25, 2001.  When we refer to the "prospectus" in
this supplement, we are also referring to any and all supplements to the
prospectus.  Unless otherwise defined in this supplement, capitalized terms used
in this supplement shall have the same meanings as set forth in the prospectus.

The purpose of this supplement is to describe the following:

(1)  The status of the offering of shares in Wells Real Estate Investment
Trust, Inc. (Wells REIT);

(2)  The acquisition of an interest in an office building in Nashville,
Tennessee (Comdata Building);

(3)  The acquisition of an interest in an office building in Jacksonville,
Florida (AmeriCredit Building);

(4)  The Joint Venture Partnership Agreement entered into between Wells
Real Estate Fund XIII, L.P. (Wells Fund XIII) and Wells Operating
Partnership, L.P. (Wells OP);

(5)  Revisions to the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section of the prospectus;

(6)  Revisions to the "Plan of Distribution" section of the prospectus
relating to the issuance of soliciting dealer warrants; and

(7)  Financial statements relating to the Comdata Building and the
AmeriCredit Building.

Status of the Offering

We commenced our initial public offering of common stock on January 30,
1998. Our initial public offering was terminated on December 19, 1999. We
received approximately $132,181,919 in gross offering proceeds from the sale of
13,218,192 shares in our initial public offering. We commenced a second offering
of common stock on December 20, 1999. Our second public offering was terminated
on December 19, 2000. We received approximately $175,229,193 in gross offering
proceeds from the sale of 17,522,919 shares in our second public offering.

Pursuant to the prospectus, we commenced our third offering of common stock
on December 20, 2000. As of June 30, 2001, we had received an additional
$170,293,567 in gross offering proceeds from the sale of 17,029,357 shares in
the third offering. Accordingly, as of June 30, 2001, we had received in the
aggregate approximately $477,704,679 in gross offering proceeds from the sale of
47,770,468 shares of our common stock.

The Comdata Building

Purchase of the Comdata Building.  On May 15, 2001, the Wells Fund XII - REIT
--------------------------------                                             
Joint Venture Partnership (Fund XII - REIT Joint Venture), a joint venture
between Wells Real Estate Fund XII, L.P. (Wells Fund XII) and Wells Operating
Partnership, L.P. (Wells OP), the operating partnership for Wells REIT, acquired
a three-story office building containing approximately 201,237 rentable square
feet located at 5301 Maryland Way, Williamson County, Brentwood, Tennessee
(Comdata Building). The Fund XII - 

1

REIT Joint Venture purchased the Comdata Building from The Northwestern Mutual
Life Insurance Company (Northwestern) pursuant to that certain Agreement for the
Purchase and Sale of Property between Northwestern and Wells Capital, Inc.
(Wells Capital), the Advisor to Wells REIT. Northwestern is not in any way
affiliated with Wells REIT or its Advisor.

Wells Capital, the original purchaser under the agreement, assigned its
rights under the agreement to the Fund XII - REIT Joint Venture at closing. The
Fund XII - REIT Joint Venture paid a purchase price of $24,950,000 for the
Comdata Building and incurred additional acquisition expenses in connection with
the purchase of the Comdata Building, including attorneys' fees, recording fees
and other closing costs, of approximately $52,019.

Wells Fund XII made a capital contribution of $8,926,156 and Wells OP made
a capital contribution of $16,075,863 to the Fund XII - REIT Joint Venture to
fund their respective shares of the acquisition costs for the Comdata Building.
As of June 30, 2001, Wells OP had made total capital contributions to the Fund
XII- REIT Joint Venture of $29,928,078 and held an equity percentage interest in
the joint venture of approximately 55%, and Wells Fund XII had made total
capital contributions to the Fund XII - REIT Joint Venture of $24,613,401 and
held an equity percentage interest in the joint venture of approximately 45%.

Description of the Comdata Building and the Site.  As set forth above, the
------------------------------------------------                          
Comdata Building is a three-story office building containing approximately
201,237 rentable square feet situated on a 12.3 acre tract of land. Construction
of the Comdata Building was originally completed in 1989, and the building was
subsequently expanded in 1997. The Comdata Building is constructed using a steel
frame with steel beams on a concrete slab with concrete footings. The exterior
walls are made of a brick shell with an insulated ribbon window system on
aluminum mullions. The interior walls consist of textured and painted gypsum
board. In addition, the building contains five passenger elevators and a freight
elevator. There are approximately 750 paved surface parking spaces at the site.

The Comdata Building is located in the Maryland Farms Office Park in
Brentwood, Tennessee. Maryland Farms Office Park is located eight miles south of
downtown Nashville, Tennessee. The Nashville area is known for its competitive
real estate prices, available space for business, and diversified economic base.
Nashville's business areas of strength include manufacturing, publishing,
finance and insurance, healthcare management, music, transportation and tourism.
The Brentwood submarket is one of Nashville's most desired locations.

An independent appraisal of the Comdata Building was prepared by CB Richard
Ellis, Inc., real estate appraisers and consultants, as of April 9, 2001,
pursuant to which the market value of the land and the leased fee interest
subject to the Comdata lease (described below) was estimated to be $25,000,000,
in cash or terms equivalent to cash. This value estimate was based upon a number
of assumptions, including that the Comdata Building will continue operating at a
stabilized level with Comdata Network, Inc. ("Comdata") occupying 100% of the
rentable area, and is not necessarily an accurate reflection of the fair market
value of the property or the net proceeds which would result from an immediate
sale of this property. The Fund XII - REIT Joint Venture also obtained an
environmental report and an engineering inspection report prior to the closing
evidencing that the condition of the land and the Comdata Building were
satisfactory.

The Comdata Lease.  The entire 201,237 rentable square feet of the three-story
-----------------                                                             
office building is currently under a triple-net lease agreement with Comdata, a
wholly owned subsidiary of Ceridian Corporation, the guarantor of the lease. The
landlord's interest in the Comdata lease was assigned to the Fund XII - REIT
Joint Venture at the closing. The Comdata lease commenced on April 1, 1997, and
the current term expires on May 31, 2016. Comdata has the right to extend the
Comdata lease for one additional five-year period of time at a rate equal to the
greater of the base rent of the final year of the initial term or 90% of the
then-current fair market rental rate.

2

Comdata is a leading provider of transaction processing and information
services to the transportation and other industries. Comdata provides trucking
companies with fuel cards, electronic cash access, permit and licensing
services, routing software, driver relationship services and vehicle escorts,
among other services. Comdata provides these services to over 400,000 drivers,
7,000 truck stop service centers and 500 terminal fueling locations.

Ceridian Corporation, the lease guarantor, is one of North America's
leading information services companies that serves the human resources and
transportation markets. Ceridian and its subsidiaries generate, process and
distribute data for customers and help customers develop systems plans and
software to perform these functions internally. For the fiscal year ended
December 31, 2000, Ceridian reported net income of approximately $100.2 million
on revenues of over $1.175 billion.

The base rent payable for the current term of the Comdata lease is as
follows:

Lease Years         Annual Rent        Annual Rent Per Square Foot 
-------------------------------------------------------------------
Year 1               $2,398,672                   $11.92           
-------------------------------------------------------------------
Years 2-6            $2,458,638                   $12.22           
-------------------------------------------------------------------
Years 7-11           $2,518,605                   $12.52           
-------------------------------------------------------------------
Years 12-15          $2,578,572                   $12.81           
------------------------------------------------------------------- 

Under the Comdata lease, Comdata is required to pay all operating expenses,
including but not limited to, gas, water and electricity costs, garbage and
waste disposal, telephone, janitorial service, security, insurance premiums, all
taxes, assessments and other governmental levies and such other operating
expenses with respect to the Comdata Building. In addition, Comdata is
responsible for all routine maintenance and repairs to the Comdata Building. The
Fund XII - REIT Joint Venture, as landlord, will be responsible for the repair
and maintenance of the roof and structural systems of the Comdata Building.
Comdata must obtain written consent from the Fund XII - REIT Joint Venture
before making any alterations to the premises excluding alterations that (i) are
made to the interior tenant space of the Comdata Building, (ii) do not adversely
affect the structural integrity or the exterior of the Comdata Building, (iii)
do not affect common areas of the Comdata Building including but not limited to
the elevators and lobby, and (iv) do not adversely affect the electrical,
heating or plumbing systems of the Comdata Building.

Property Management Fees.  Wells Management Company, Inc. (Wells Management), an
------------------------                                                        
affiliate of the Wells REIT, has been retained to manage and lease the Comdata
Building. The Fund XII - REIT Joint Venture will pay management and leasing fees
to Wells Management in the amount of 4.5% of gross revenues from the Comdata
Building, subject to certain limitations.

The Wells Fund XIII - REIT Joint Venture

On June 27,  2001, Wells OP and Wells Real Estate Fund XIII, L.P. (Wells
Fund XIII) entered into a Joint Venture Partnership Agreement for the purpose of
acquiring, owning, leasing, operating and managing real properties. The joint
venture partnership is known as the Wells Fund XIII - REIT Joint Venture (XIII-
REIT Joint Venture). All income, loss, profit, net cash flow, resale gain and
sale proceeds of the XIII-REIT Joint Venture are allocated and distributed
between Wells OP and Wells Fund XIII based upon their respective capital
contributions to the joint venture.

Wells OP is acting as the initial Administrative Venturer of the XIII-REIT
Joint Venture and, as such, is responsible for establishing policies and
operating procedures with respect to the business and affairs of the joint
venture. However, approval of Wells Fund XIII will be required for any major
decision or any action which materially affects such joint venture or its real
properties.

3

The AmeriCredit Building

Purchase of the AmeriCredit Building.  On July 16, 2001, the XIII-REIT Joint
-------------------------------------                                       
Venture acquired a two-story office building containing approximately 85,000
rentable square feet located in Fleming Island Plantation at 2310 Village Square
Parkway, Orange Park, Clay County, Florida (AmeriCredit Building) from Adevco
Contact Centers Jacksonville, L.L.C. (Adevco) pursuant to that certain Agreement
for the Purchase and Sale of Property between Adevco and Wells Capital, the
Advisor. Adveco is not affiliated with the Wells REIT or its Advisor.

The rights under the agreement were assigned by Wells Capital, the original
purchaser under the agreement, to the XIII-REIT Joint Venture at closing. The
purchase price paid for the AmeriCredit Building was $12,500,000. The joint
venture also incurred additional acquisition expenses in connection with the
purchase of the AmeriCredit Building, including attorneys' fees, recording fees
and other closing costs, of approximately $40,700.

Wells OP contributed $10,890,040 and Wells Fund XIII contributed $1,651,426
to the XIII-REIT Joint Venture for their respective shares of the acquisition
costs for the AmeriCredit Building. As of July 16, 2001, Wells OP held an equity
percentage interest in the XIII-REIT Joint Venture of approximately 87%, and
Wells Fund XIII held an equity percentage interest in the XIII-REIT Joint
Venture of approximately 13%.

Description of the Building and the Site.  The AmeriCredit Building is a two-
----------------------------------------                                    
story office building containing approximately 85,000 rentable square feet. The
AmeriCredit Building, which was completed in June 2001, is constructed using a
steel frame with steel beams on a concrete slab with concrete footings. The
exterior walls are made with steel beams with tilt-up concrete panels and a
glass panel exterior. The office entrances and windows are made of plate glass
set in aluminum frames. The interior walls consist of textured and painted
gypsum board. In addition, the building contains two elevators, one of which can
be used as a freight elevator. There are approximately 680 asphalt paved surface
parking spaces at the site.

An independent appraisal of the AmeriCredit Building was prepared by CB
Richard Ellis, Inc., real estate appraisers, as of June 28, 2001, pursuant to
which the market value of the land and the leased fee interest subject to the
AmeriCredit lease (described below) was estimated to be $12,500,000, in cash or
terms equivalent to cash. This value estimate was based upon a number of
assumptions, including that the AmeriCredit Building will continue operating at
a stabilized level with AmeriCredit Financial Services Corporation (AmeriCredit)
occupying 100% of the rentable area, and is not necessarily an accurate
reflection of the fair market value of the property. The XIII-REIT Joint Venture
also obtained an environmental report prior to closing evidencing that the
environmental condition of the land and the AmeriCredit Building were
satisfactory.

Location of the AmeriCredit Building.  The AmeriCredit Building is located on a
------------------------------------                                           
12.33 acre tract of land approximately 20 miles south of downtown Jacksonville
within Fleming Island Plantation on the west side of U.S. Highway 17 in northern
Clay County, Florida. Fleming Island Plantation is a 2,300-acre mixed use
development of Centex Homes. When fully developed, Fleming Island Plantation
will contain 12 villages of homes, a YMCA Wellness Center, an 18-hole golf
course, several schools and 140 acres of parks. BellSouth has a 300,000 square
foot technical service center in the area.

The Lease.  The entire 85,000  rentable square feet of the AmeriCredit Building
---------                                                                      
is currently under a triple-net lease agreement with AmeriCredit dated November
20, 2000. The landlord's interest in the AmeriCredit lease was assigned to the
XIII-REIT Joint Venture at the closing.

The initial term of the AmeriCredit lease is ten years which commenced June
2001 and expires in May 2011. AmeriCredit has the right to extend the
AmeriCredit lease for two additional five year periods of 

4

time. Each extension option must be exercised by giving written notice to the
landlord at least 12 months prior to the expiration date of the then current
lease term.

AmeriCredit is wholly-owned by and serves as the primary operating
subsidiary for AmeriCredit Corp., a Texas corporation whose common stock is
publicly traded on the New York Stock Exchange. AmeriCredit Corp. is the
guarantor of the lease. AmeriCredit is the world's largest independent middle-
market automobile finance company. AmeriCredit purchases loans made by
franchised and select independent dealers to consumers buying late model used
and, to a lesser extent, new automobiles. AmeriCredit targets consumers who are
typically unable to obtain financing from traditional sources either because of
prior credit difficulties or limited credit histories. Funding for AmeriCredit's
auto lending activities is obtained primarily through the sale of loans in
securitization transactions. AmeriCredit services its automobile lending
portfolio at regional centers using automated loan servicing and collection
systems.

For the nine months ended March 31, 2001, AmeriCredit Corp. reported net
income of $151 million on revenues of $575 million and a net worth, as of March
31, 2001, of approximately $929 million.

The base rent payable under the AmeriCredit lease will be as follows:

Lease Year       Rental Rate       Annual Rent         Monthly Rent      
------------------------------------------------------------------------
Year 1              $14.33          $1,201,050          $100,087.50     
------------------------------------------------------------------------
Year 2              $14.69          $1,231,501          $102,625.08     
------------------------------------------------------------------------
Year 3              $15.06          $1,262,714          $105,226.17     
------------------------------------------------------------------------
Year 4              $15.43          $1,294,707          $107,892.25     
------------------------------------------------------------------------
Year 5              $15.82          $1,327,499          $110,624.92     
------------------------------------------------------------------------
Year 6              $16.21          $1,361,112          $113,426.00     
------------------------------------------------------------------------
Year 7              $16.62          $1,395,565          $116,297.08     
------------------------------------------------------------------------
Year 8              $17.03          $1,430,879          $119,239.92     
------------------------------------------------------------------------
Year 9              $17.46          $1,467,076          $122,256.33     
------------------------------------------------------------------------
Year 10             $17.90          $1,504,178          $125,348.17     
------------------------------------------------------------------------ 

The monthly base rent payable for each extended term of the AmeriCredit
lease will be equal to 95% of the then current market rate.

Under the AmeriCredit lease, AmeriCredit is required to pay as additional
rent all real estate taxes, special assessments, utilities, taxes, insurance and
other operating costs with respect to the AmeriCredit Building during the term
of the lease. In addition, AmeriCredit is responsible for all routine
maintenance and repairs including the interior mechanical and electrical
systems, the HVAC system and common area maintenance to the AmeriCredit
Building. The XIII-REIT Joint Venture, as landlord, is responsible for repair
and replacement of the roof, foundation, structural, exterior windows, parking
lot, driveways and light poles, as well as payment of a monthly 7% sales tax on
rental income. AmeriCredit will reimburse the XIII-REIT Joint Venture for the
sales tax through increased rental income. The rental figures above are net of
the sales tax and maintenance reserve.

The AmeriCredit lease contains a termination option which may be exercised
by AmeriCredit effective as of the end of the seventh lease year by providing 12
months prior notice to the XIII-REIT Joint Venture. If AmeriCredit exercises its
termination option, it will be required to pay the joint venture a termination
payment equal to the sum of (i) an amount equal to two months base rent
calculated at the annual rate of $17.18 per square foot, plus (ii) an amount
equal to the aggregate of the unamortized balances of the construction
allowance, design allowance, sign allowance, and brokerage commissions. It is
estimated that if AmeriCredit were to exercise its early termination option, the
termination payment would be approximately $1.9 million which would equate to
nearly 16 months of rent.

AmeriCredit also has an expansion option for an additional 15,000 square
feet of office space and 120 parking spaces. AmeriCredit may exercise this
expansion option at any time during the first seven 

5

lease years. The rights and obligations of each party under the expansion option
are subject to the parties reaching agreement relating to the expansion space
and additional parking and the leasing of such space by AmeriCredit within 45
days of receipt by the XIII-REIT Joint Venture of written notice of the
expansion option.

Property Management Fees.  Wells Management has been retained to manage and
------------------------                                                   
lease the AmeriCredit Building. The XIII-REIT Joint Venture shall pay management
and leasing fees to Wells Management in the amount of 4.5% of gross revenues
from the AmeriCredit Building, subject to certain limitations.

Management's Discussion and Analysis of Financial Condition and Results of
Operation

The information contained on page 98 in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" section of the prospectus is revised as of the date of this
supplement by the deletion of the first two paragraphs of that section and the
insertion of the following paragraphs in lieu thereof:

We began active operations on June 5, 1998, when we received and
accepted subscriptions for 125,000 shares pursuant to our initial public
offering, which commenced on January 30, 1998. We terminated our initial
public offering on December 19, 1999. Of the $132,181,919 raised in the
initial offering, we invested a total of $111,032,812 in properties. On
December 20, 1999, we commenced a second public offering of up to
22,200,000 shares of common stock at $10 per share. We terminated our
second offering on December 19, 2000. Of the $175,229,193 raised in the
second offering, we invested a total of $147,192,522 in properties.

Pursuant to the prospectus, we commenced this third offering of shares
of our common stock on December 20, 2000. As of June 30, 2001, we had
received an additional $170,293,567 in gross offering proceeds from the
sale of 17,029,357 shares in the third offering. As of June 30, 2001, we
had raised in the aggregate a total of $477,704,679 in offering proceeds
through the sale of 47,770,468 shares of common stock. As of June 30, 2001,
we had paid a total of $16,621,295 in acquisition and advisory fees and
acquisition expenses, had paid a total of $59,361,769 in selling
commissions and organizational and offering expenses, had made capital
contributions of $395,004,216 to Wells OP for investments in joint ventures
and acquisitions of real property, had utilized $2,810,530 for the
redemption of stock pursuant to our share redemption program, and were
holding net offering proceeds of $3,906,869 available for investment in
additional properties.

Plan of Distribution

The information contained on page 153 in the "Plan of Distribution" section
of the prospectus is revised as of the date of this supplement by the deletion
of the third full paragraph of this section and the insertion of the following
paragraph in lieu thereof:

We will also award to the Dealer Manager one soliciting dealer warrant
for every 25 shares sold to the public or issued to shareholders pursuant
to our dividend reinvestment plan during the offering period. The Dealer
Manager may retain or reallow these warrants to broker-dealers
participating in the offering, unless such issuance of soliciting dealer
warrants is prohibited by either federal or state securities laws. The
holder of a soliciting dealer warrant will be entitled to purchase one
share from the Wells REIT at a price of $12 per share during the period
beginning on the first anniversary of the effective date of this offering
and ending five years after the effective date of this offering. Subject to
certain exceptions, a soliciting dealer warrant may not be transferred,
assigned, pledged or hypothecated for a period of one year following the
effective date of this offering. The shares issuable upon exercise of the
soliciting 

6

dealer warrants are being registered as part of this offering. For the
life of the soliciting dealer warrants, participating broker-dealers
are given the opportunity to profit from a rise in the market price
for the common stock without assuming the risk of ownership, with a
resulting dilution in the interest of other shareholders upon exercise
of such warrants. In addition, holders of the soliciting dealer
warrants would be expected to exercise such warrants at a time when we
could obtain needed capital by offering new securities on terms more
favorable than those provided by the soliciting dealer warrants.
Exercise of the soliciting dealer warrants is governed by the terms
and conditions detailed in this prospectus and in the Warrant Purchase
Agreement, which is an exhibit to the Registration Statement.

Financial Statements

The statements of revenues over certain operating expenses of the
Comdata Building for the year ended December 31, 2000, included in this
supplement and elsewhere in the registration statement, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included in this supplement in reliance
upon the authority of said firm as experts in giving said reports.

The statements of revenues over certain operating expenses of the
Comdata Building for the three months ended March 31, 2001, included in this
supplement and elsewhere in the registration statement, have not been audited.

The Pro Forma Balance Sheet of the Wells REIT as of March 31, 2001,
which is included in this supplement, has not been audited.

The Pro Forma Statement of Income of the Wells REIT for the three 
months ended March 31, 2001 and for the year ended December 31, 2000, which are
included in this supplement, have not been audited.

7

INDEX TO FINANCIAL STATEMENTS

The Comdata Building                                                     Page
----

Report of Independent Accountants                                   9 

Statements of Revenues Over Certain Operating Expenses              10
for the year ended December 31, 2000 (audited) and for the
three months ended March 31, 2001 (unaudited)

Notes to Statements of Revenues Over Certain Operating              11
Expenses for the year ended December 31, 2000 (audited) and
for the three months ended March 31, 2001 (unaudited)

Wells Real Estate Investment Trust, Inc.

Unaudited Pro Forma Financial Statements
----------------------------------------

Summary of Unaudited Pro Forma Financial Statements                 12

Pro Forma Balance Sheet as of March 31, 2001                        13

Pro Forma Statement of Income for the three months 
ended March 31, 2001                                                15

Pro Forma Statement of Income for the year ended 
December 31, 2000                                                   16

8

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Fund XII, L.P. and
Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the COMDATA BUILDING for the year ended December 31, 2000. This
financial statement is the responsibility of management. Our responsibility is
to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit also
includes assessing the accounting principles used and significant estimates made
by management as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the Comdata
Building after acquisition by the Wells Fund XII - REIT Joint Venture. The
accompanying statement of revenues over certain operating expenses was prepared
for the purpose of complying with the rules and regulations of the Securities
and Exchange Commission and is not intended to be a complete presentation of the
Comdata Building's revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the Comdata Building for the year ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States.

/s/ Arthur Andersen LLP

Atlanta, Georgia
May 18, 2001

9

COMDATA BUILDING

STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 2000

AND THE THREE MONTHS ENDED MARCH 31, 2001

2001           2000
------------     ----------
(Unaudited)

RENTAL REVENUES                                        $614,660      $2,458,638

OPERATING EXPENSES, net of reimbursements                20,404           5,468
--------      ----------
REVENUES OVER CERTAIN OPERATING EXPENSES               $594,256      $2,453,170
========      ========== 

The accompanying notes are an integral part of these statements.

10

COMDATA BUILDING

NOTES TO STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 2000

AND THE THREE MONTHS ENDED MARCH 31, 2001 (UNAUDITED)

1.   Organization and Significant Accounting Policies

Description of Real Estate Property Acquired
--------------------------------------------

On May 15, 2001, the Wells Fund XII-REIT Joint Venture (the "Joint Venture")
acquired the Comdata Building from The Northwestern Mutual Life Insurance
Company ("Northwestern"). The Joint Venture is a joint venture partnership
between Wells Real Estate Fund XII, L.P. ("Wells Fund XII") and Wells Operating
Partnership, L.P. ("Wells OP"), a Delaware Limited Partnership formed to
acquire, own, lease, operate, and manage real properties on behalf of Wells Real
Estate Investment Trust, Inc., a Maryland corporation. Northwestern is not an
affiliate of Wells Fund XII or Wells OP. The total purchase price of the Comdata
Building was $24,950,000. Additional acquisition expenses were incurred in
connection with the purchase of the Comdata Building, included attorney's fees,
recording fees, loan fees, and other closing costs, of $52,019. Wells Fund XII
contributed $8,926,156, and Wells OP contributed $16,075,863 to the Joint
Venture for their respective shares of the purchase of the Comdata Building.

Comdata Network, Inc. ("Comdata") occupies the entire 201,237 rentable square
feet of the three-story office building under a net lease agreement (the
"Comdata Lease"). Comdata is a wholly owned subsidiary of Ceridian Corporation,
a public entity traded on the New York Stock Exchange and guarantor of Comdata's
obligations under the Comdata Lease. Northwestern's interest in the Comdata
Lease was assigned to the Joint Venture at the closing. The initial term of the
Comdata Lease commenced on April 1, 1997 and expires on May 31, 2016. Comdata
has the right to extend the Comdata Lease for two additional five-year periods
at a rate equal to the greater of the base rent for the final year of the
initial term or 90% of the then-current fair market rental rate. Under the
Comdata Lease, Comdata is required to pay, as additional monthly rent, all
operating costs, including but not limited to, gas, water, electricity, garbage
and waste disposal, telephone, janitorial service, security, insurance premiums,
all taxes, assessments and other governmental levies, and other such operating
expenses with respect to the Comdata Building. In addition, Comdata is
responsible for all routine maintenance and repairs to the Comdata Building. The
Joint Venture will be responsible for the repair and replacement of the exterior
surface walls, foundation, roof, and plumbing, electrical and mechanical systems
of the Comdata Building.

Rental Revenues
---------------

Rental income is recognized on a straight-line basis over the life of the
Comdata Lease.

2.   Basis of Accounting

The accompanying statements of revenues over certain operating expenses are
presented on the accrual basis. These statements have been prepared in
accordance with the applicable rules and regulations of the Securities and
Exchange Commission for real estate properties acquired. Accordingly, these
statements exclude certain historical expenses, such as depreciation, interest,
and management fees. Therefore, these statements are not comparable to the
operations of the Comdata Building after acquisition by the Joint Venture.

11

WELLS REAL ESTATE INVESTMENT TRUST, INC.

UNAUDITED PRO FORMA BALANCE SHEET

The following unaudited pro forma balance sheet as of March 31, 2001 has been
prepared to give effect to the acquisition of the AmeriCredit Building by the
Wells XIII-REIT Joint Venture, a joint venture partnership between Wells Real
Estate Fund XIII, L.P. and Wells Operating Partnership, L.P. ("Wells OP"), and
the acquisition of the Comdata Building ("Prior Acquisition") by the Wells XII-
REIT Joint Venture, a joint venture partnership between Wells Real Estate Fund
XII, L.P. and Wells OP, as if the acquisitions occurred on March 31, 2001. The 
following unaudited pro forma statements of income for the year ended December 
31, 2000 and for the three months ended March 31, 2001 have been prepared to 
give effect to the acquisition of the Comdata Building as if the acquisition 
occurred on January 1, 2000.

Wells OP is a Delaware limited partnership that was organized to own and operate
properties on behalf of the Wells Real Estate Investment Trust, Inc., a Maryland
corporation. Wells Real Estate Investment Trust, Inc. is the general partner of
the Wells OP.

This unaudited pro forma balance sheet is prepared for informational purposes
only and is not necessarily indicative of future results or of actual results
that would have been achieved had the acquisition of the AmeriCredit Building
been consummated at the beginning of the period presented.

12

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA BALANCE SHEET

MARCH 31, 2001

(Unaudited)

ASSETS

Wells Real
Estate            Pro Forma Adjustments
Investment   ----------------------------------        Pro Forma     
Trust, Inc.      Comdata            AmeriCredit            Total      
------------  ------------        --------------        ------------  

REAL ESTATE ASSETS, at cost:                                                                                                     
Land                                                      $ 46,640,032    $         0          $         0        $ 46,640,032  

Buildings, less accumulated depreciation                   285,461,251                                   0         285,461,251  
of $12,656,832                                                                  0                                           

Construction in progress                                     6,303,454              0                    0           6,303,454  
------------  -------------       --------------        ------------  
Total real estate assets                              338,404,737              0                    0         338,404,737  
------------  -------------       --------------        ------------  

CASH AND CASH EQUIVALENTS                                     8,156,316       (500,000) (a)        (150,000) (a)      7,506,316  

INVESTMENT IN JOINT VENTURES                                 43,901,986     16,745,691  (b)      11,343,750  (d)     71,991,427  

ACCOUNTS RECEIVABLE                                           3,620,844              0                    0           3,620,844  

DEFERRED LEASE ACQUISITION COSTS                              1,599,976              0                    0           1,599,976  

DEFERRED PROJECT COSTS                                        1,409,081       (669,828) (c)        (453,750) (e)        285,503  

DEFERRED OFFERING COSTS                                         581,690              0                    0             581,690  

DUE FROM AFFILIATES                                           1,050,313              0                    0           1,050,313  

PREPAID EXPENSES AND OTHER ASSETS                             2,252,702              0                    0           2,252,702  
------------  -------------       --------------        ------------  
Total assets                                         $400,977,645    $15,575,863          $10,740,000        $427,293,508  
============  =============       ==============        ============   

13

LIABILITIES AND SHAREHOLDERS' EQUITY

Wells Real
Estate          Pro Forma Adjustments
Investment   ------------------------------     Pro Forma
Trust, Inc.      Comdata       AmeriCredit        Total     
------------  --------------   -------------    ------------  

LIABILITIES:                                                                                                                        
Accounts payable and accrued expenses                             $  2,263,215  $         0      $         0      $  2,263,215  
Notes payable                                                       76,540,000   15,575,863 (a)   10,740,000 (a)   102,855,863  
Dividends payable                                                    1,069,579            0                0         1,069,579  
Due to affiliate                                                     1,084,012            0                0         1,084,012  
Deferred rental income                                                 238,306            0                0           238,306  
------------  -----------       ----------      ------------  
Total liabilities                                              81,195,112   15,575,863       10,740,000       107,510,975  
------------  -----------       ----------      ------------  
COMMITMENTS AND CONTINGENCIES                                                                                                    

MINORITY INTEREST OF UNIT HOLDER IN OPERATING PARTNERSHIP               200,000            0                0           200,000  
------------  -----------       ----------      ------------  
SHAREHOLDERS' EQUITY:                                                                                                            
Common shares, $.01 par value; 125,000,000 shares authorized,                                                                   
38,127,278 shares issued and 37,908,326 shares outstanding            381,273            0                0           381,273  
Additional paid-in capital                                         321,390,784            0                0       321,390,784  
Treasury stock, at cost, 218,952 shares                             (2,189,524)           0                0        (2,189,524) 
------------  -----------       ----------      ------------  
Total shareholders' equity                                    319,582,533            0                0       319,582,533  
------------  -----------       ----------      ------------  
Total liabilities and shareholders' equity                   $400,977,645  $15,575,863      $10,740,000      $427,293,508  
============  ===========       ==========      ============   

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s portion of the
purchase price.

(b)  Reflects Wells Real Estate Investment Trust, Inc.'s contribution to
the Wells Fund XII-REIT Joint Venture.

(c)  Reflects deferred project costs contributed to the Wells Fund XII-REIT
Joint Venture at approximately 4.17% of the purchase price.

(d)  Reflects Wells Real Estate Investment Trust, Inc.'s contribution to
the Wells Fund XIII-REIT Joint Venture.

(e)  Reflects deferred project costs contributed to the Wells Fund XIII-
REIT Joint Venture at approximately 4.17% of the purchase price.

14

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2001

(Unaudited)

Wells Real
Estate  
Investment              Pro Forma           Pro Forma
Trust, Inc.             Adjustments            Total
-------------         ---------------      -------------

REVENUES:   
Rental income                                            $  9,860,085           $        0           $ 9,860,085
Equity in income of joint ventures                            709,713              395,215(a)          1,104,928
Interest income                                                99,915                    0                99,915
------------           ----------           -----------   
10,669,713              395,215           $11,064,928
------------           ----------           -----------   
EXPENSES:
Depreciation and amortization                               3,187,179                    0             3,187,179
Interest                                                    2,375,183              275,919(b)          2,651,102
Operating costs, net of reimbursements                      1,091,185                    0             1,091,185
Management and leasing fees                                   565,714                    0               565,714
General and administrative                                    106,540                    0               106,540
Legal and accounting                                           67,767                    0                67,767
Computer costs                                                    800                    0                   800
------------           ----------           -----------   
7,394,368              275,919             7,670,287
------------           ----------           -----------   
NET INCOME                                                 $  3,275,345           $  119,296           $ 3,394,641
============           ==========           ===========    
HISTORICAL EARNINGS PER SHARE                             
(BASIC AND DILUTED)                                      $       0.10 
============
PRO FORMA EARNINGS  PER SHARE                                                                          
(BASIC AND DILUTED) (c)                                                                              $      0.08 (c)
===========

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s equity in income of
the Wells Fund XII-REIT Joint Venture related to the Comdata Building.
The pro forma adjustment results from rental revenues less operating
expenses, management fees, and depreciation.

(b)  Reflects interest expense incurred on the $15,575,863 drawn on Wells Real
Estate Investment Trust, Inc.'s revolving credit agreement with Bank of
America, N.A., which bears interest at 7.1% for the three months ended
March 31, 2001.

(c)  As of May 15, 2001, the acquisition date, Wells Real Estate Investment
Trust, Inc. had 41,588,143 shares of common stock outstanding; pro forma
earnings per share is calculated as if these shares were outstanding for
the entire three months ended March 31, 2001.

15

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2000

(Unaudited)

Wells Real
Estate 
Investment           Pro Forma              Pro Forma
Trust, Inc.          Adjustments               Total  
-----------         -------------            ----------

REVENUES:
Rental income                                              $20,505,000          $        0             $20,505,000
Equity in income of joint ventures                           2,293,873             930,181(a)            3,224,054
Interest income                                                520,924                   0                 520,924
Other income                                                    53,409                   0                  53,409
-----------          ----------             -----------  
23,373,206             930,181              24,303,387
-----------          ----------             -----------  

EXPENSES:
Depreciation and amortization                                7,743,551                   0               7,743,551
Interest                                                     4,199,461           1,284,495(b)            5,483,956
Operating costs, net of reimbursements                         888,091                   0                 888,091
Management and leasing fees                                  1,309,974                   0               1,309,974
General and administrative                                     426,680                   0                 426,680
Legal and accounting                                           240,209                   0                 240,209
Computer costs                                                  12,273                   0                  12,273
-----------          ----------             -----------   
14,820,239           1,284,495              16,104,734
-----------          ----------             -----------  
NET INCOME (LOSS)                                            $ 8,552,967          $ (354,314)            $ 8,198,653
===========          ==========             ===========
HISTORICAL EARNINGS PER SHARE
(BASIC AND DILUTED)                                      $      0.40
===========
PRO FORMA EARNINGS PER SHARE 
(BASIC AND DILUTED) (c)                                                                              $      0.20 (c)
===========

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s equity in income of
the Wells Fund XII-REIT Joint Venture related to the Comdata Building.
The pro forma adjustment results from rental revenues less operating
expenses, management fees, and depreciation.

(b)  Reflects interest expense incurred on the $15,575,863 drawn on Wells Real
Estate Investment Trust, Inc.'s revolving credit agreement with Bank of
America, N.A., which bears interest at 8.2% for the year ended December
31, 2000.

(c)  As of May 15, 2001, the acquisition date, Wells Real Estate Investment
Trust, Inc. had 41,588,143 shares of common stock outstanding; pro forma
earnings per share is calculated as if these shares were outstanding for
the entire year ended December 31, 2000.

16

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SUPPLEMENT NO. 4 DATED AUGUST 10, 2001 TO THE PROSPECTUS
DATED DECEMBER 20, 2000

This document supplements, and should be read in conjunction with, the
prospectus of Wells Real Estate Investment Trust, Inc. dated December 20, 2000,
as supplemented and amended by Supplement No. 1 dated February 5, 2001,
Supplement No. 2 dated April 25, 2001, and Supplement No. 3 dated July 20, 2001.
When we refer to the "prospectus" in this supplement, we are also referring to
any and all supplements to the prospectus.  Unless otherwise defined in this
supplement, capitalized terms used in this supplement shall have the same
meanings as set forth in the prospectus.

The purpose of this supplement is to describe the following:

(1)  The status of the offering of shares in Wells Real Estate Investment
Trust, Inc. (Wells REIT);

(2)  The acquisition of an office building in Quincy, Massachusetts (State
Street Building);

(3)  The initial transaction under the Section 1031 Exchange Program;

(4)  Revisions to the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section of the prospectus; and

(5)  Financial statements relating to the State Street Building.

Status of the Offering

We commenced our initial public offering of common stock on January 30,
1998. Our initial public offering was terminated on December 19, 1999. We
received approximately $132,181,919 in gross offering proceeds from the sale of
13,218,192 shares in our initial public offering. We commenced a second offering
of common stock on December 20, 1999. Our second public offering was terminated
on December 19, 2000. We received approximately $175,229,193 in gross offering
proceeds from the sale of 17,522,919 shares in our second public offering.

Pursuant to the prospectus, we commenced our third offering of common stock
on December 20, 2000. As of July 31, 2001, we had received an additional
$212,110,390 in gross offering proceeds from the sale of 21,211,039 shares in
the third offering. Accordingly, as of July 31, 2001, we had received in the
aggregate approximately $519,521,502 in gross offering proceeds from the sale of
51,952,150 shares of our common stock.

The State Street Building

Purchase of the State Street Building.  On July 30, 2001, Wells Operating
-------------------------------------                                    
Partnership, L.P. (Wells OP), a Delaware limited partnership formed to acquire,
own, lease and operate real properties on behalf of Wells REIT, purchased a
seven-story office building with approximately 234,668 rentable square feet
located at 1200 Crown Colony Drive, Norfolk County, Quincy, Massachusetts (State
Street Building).  Wells OP purchased this building from Crownview, LLC
(Crownview) pursuant to that certain Agreement of Purchase and Sale of Property
between Crownview and Wells OP.  Crownview is not in any way affiliated with
Wells REIT or Wells Capital, Inc., our Advisor.

The purchase price for the State Street Building was $49,563,000.  Wells OP
incurred acquisition expenses in connection with the purchase of the State
Street Building, including attorneys' fees, recording fees, structural report
and environmental report fees, and other closing costs, of approximately
$69,500.  Wells OP also paid approximately $126,600 to reimburse the seller for
its prorated share of real estate taxes and other operating expenses.

An independent appraisal of the State Street Building was prepared by
Insignia/ESG, Inc., real estate appraisers, as of July 10, 2001, pursuant to
which the market value of the real property containing the leased fee interest
subject to the leases described below was estimated to be $52,000,000, in cash
or terms equivalent to cash.  This value estimate was based upon a number of
assumptions, including that the State Street Building will continue operating at
a stabilized level with SSB Realty LLC, a Delaware limited liability company
(SSB Realty), occupying 100% of the rentable area, and is not necessarily an
accurate reflection of the fair market value of the property or the net proceeds
which would result from an immediate sale of this property.  Wells OP also
obtained an environmental report and an engineering inspection report prior to
the closing evidencing that the condition of the land and the State Street
Building were satisfactory.

Description of the State Street Building and Site.  The State Street Building,
-------------------------------------------------                             
which was completed in 1990, is a seven-story office building containing
approximately 234,668 rentable square feet located on an 11.22 acre tract of
land.  The building is constructed using a steel frame with a reinforced
concrete foundation.  The exterior walls are made of primarily precast concrete
with insulated glass windows in aluminum frames.  The interior walls consist of
painted gypsum board.  In addition, there are four elevators and approximately
854 parking spaces.

The State Street Building is located at 1200 Crown Colony Drive in Crown
Colony Office Park in Quincy, Massachusetts, approximately 10 miles southwest of
downtown Boston.  Crown Colony Office Park contains high quality office
buildings and is one of the most desirable parks in the south Boston market.
The strength of the office market in this area is evidenced by the extensive
office development near other interchanges along Route 128 in the
Quincy/Braintree area.  The property is well located in terms of proximity to
Boston, and accessability to all of the other major highway systems that serve
the city and the surrounding area because of its immediate access to a highway
interchange and to public transportation.  The State Street Building is leased
entirely to SSB Realty.

The SSB Realty Lease.  The entire 234,668 rentable square feet of the State
--------------------                                                       
Street Building is currently under a lease agreement with SSB Realty.  The
landlord's interest in the SSB Realty lease was assigned to Wells OP at the
closing.  The current term of the lease is 10 years, which commenced on February
1, 2001, and expires on March 31, 2011.  SSB has the right to extend the term of
this lease for one additional five year period at the then-current fair market
rental rate.  In addition, the base operating costs and the base taxes will be
adjusted for the extended term to reflect the actual operating costs and taxes
for the preceding calendar year.

SSB Realty is a wholly owned subsidiary of State Street Corporation, a
Massachusetts corporation (State Street).  State Street, a guarantor of the SSB
Realty lease, is a world leader in providing financial services to investment
managers, corporations, public pension funds, unions, not-for-profit
organizations and individuals.  State Street's capabilities range from
investment research and professional investment management to trading and
brokerage services to fund accounting and administration.  With over 17,000
employees, offices in 23 countries, and serving clients in 55 different
countries, State Street has over $6 trillion in assets under custody and $711
billion in assets under management.  For the fiscal year ended December 31,
2000, State Street reported net income of approximately $595 million on revenues
of approximately $3.6 billion, and a net worth, as of December 31, 2000, of
approximately $3.26 billion.

The base rent payable for the remainder of the SSB Realty lease is as follows:

Lease Year                                  Annual Rent        Monthly Rent
---------------------------------------------------------------------------
April 1, 2001 - January 30, 2004             $6,922,706          $576,892
---------------------------------------------------------------------------
February 1, 2004 - January 30, 2007          $7,274,708          $606,226
---------------------------------------------------------------------------
February 1, 2007 - March 31, 2011            $7,861,378          $655,115
---------------------------------------------------------------------------

2

Pursuant to the SSB Realty lease, Wells OP is obligated to provide SSB
Realty an allowance of up to approximately $2,112,000 for tenant, building and
architectural improvements. Under the SSB Realty lease, SSB Realty is required
to pay its proportionate share of taxes relating to the State Street Building
and all operating costs incurred by the landlord in maintaining and operating
the State Street Building, including, but not limited to, garbage and waste
disposal, janitorial service and window cleaning, snow removal, security,
insurance, water and sewer charges, wages, salaries and employee benefits of all
employees engaged in the operation, maintenance and management of the building,
indoor and outdoor landscaping, utilities and repairs, replacements and general
maintenance. Wells OP, as the landlord, will be responsible, at tenant's
expense, for maintaining the common areas of the building, the roof, foundation,
exterior walls and windows, load bearing items and the central heating,
ventilation and air conditioning, electrical, mechanical and plumbing systems of
the building.

Property Management Fees.  Wells Management Company, Inc. (Wells Management), an
------------------------                                                        
affiliate of Wells REIT and our Advisor, has been retained to manage and lease
the State Street Building.  Wells REIT shall pay management and leasing fees to
Wells Management in the amount of 4.5% of gross revenues from the State Street
Building, subject to certain limitations.

Initial Transaction under the Section 1031 Exchange Program

As described in Supplement No. 2 dated April 25, 2001 to the prospectus
dated December 20, 2000, Wells Development Corporation, an affiliate of our
Advisor, has developed a program (Section 1031 Exchange Program) involving the
acquisition of income-producing commercial properties and the formation of a
series of single member limited liabilities companies (Wells Exchange) for the
purpose of facilitating the resale of co-tenancy interests in such real estate
properties to persons (1031 Participants) who are looking to invest the proceeds
from a sale of real estate held for investment into another real estate
investment for purposes of qualifying for like-kind exchange treatment under
Section 1031 of the Internal Revenue Code.

The initial transaction in the Section 1031 Exchange Program involves the
acquisition by Wells Exchange and resale of co-tenancy interests in the Ford
Motor Credit Complex.  The Ford Motor Credit Complex consists of two connecting
office buildings containing 167,434 rentable square feet located in Colorado
Springs, Colorado currently under a triple-net lease with Ford Motor Credit
Company, a wholly-owned subsidiary of Ford Motor Company, which is the world's
largest automobile finance company with more than 10 million customers in 40
countries.  Wells Exchange is currently engaged in the offer and sale of co-
tenancy interests in the Ford Motor Credit Complex to 1031 Participants.

As a part of the initial transaction in the Section 1031 Exchange Program,
in consideration for the payment of a Take Out Fee in the amount of $137,500,
and following approval of the potential property acquisition by our board of
directors, Wells OP entered into a Take Out Purchase and Escrow Agreement
relating to the Ford Motor Credit Complex. Pursuant to the terms of the Take Out
Purchase and Escrow Agreement, Wells OP is obligated to acquire, at Wells
Exchange's cost ($839,694 in cash plus $832,060 of assumed debt for each
7.63358% co-tenancy interest), any co-tenancy interests in the Ford Motor Credit
Complex which remain unsold on October 16, 2001.

The obligations of Wells OP under the Take Out Purchase and Escrow
Agreement are secured by reserving against Wells OP's existing line of credit
with Bank of America, N.A. (Interim Lender). If, for any reason, Wells OP fails
to acquire any of the co-tenancy interests in the Ford Motor Credit Complex
which remain unsold as of October 16, 2001, or if there is otherwise an uncured
default under the interim loan between Wells Exchange and the Interim Lender or
Well OP's line of credit documents, the Interim Lender is authorized to draw
down on Wells OP's line of credit in the amount necessary to pay the outstanding
balance of the Interim Loan in full, in which event the appropriate amount of
unsold co-tenancy interests in the Ford Motor Credit Complex would be deeded to
Wells OP. Wells OP's maximum economic exposure in the transaction is
$11,000,000, in which event Wells OP would acquire the Ford Motor Credit Complex
for $11,000,000 in cash plus assumption of the first mortgage financing in the
amount of $10,900,000. If Wells Exchange successfully sells 100% of the co-
tenancy interests to 

3

1031 Particpants, Wells OP will not acquire any interest in the Ford Motor
Credit Complex. If some, but not all, of the co-tenancy interests are sold by
Wells Exchange, Wells OP's exposure would be less, and it would end up owning an
interest in the property in co-tenancy with 1031 Participants who had previously
acquired co-tenancy interests in the Ford Motor Credit Complex from Wells
Exchange. (See "Risk Factors - Section 1031 Exchange Program" contained in
Supplement No. 2 dated April 25, 2001 to the prospectus dated December 20,
2000.)

Management's Discussion and Analysis of Financial Condition and Results of
Operation

The information contained on page 98 in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" section of the prospectus is revised as of the date of this
supplement by the deletion of the first two paragraphs of that section and the
insertion of the following paragraphs in lieu thereof:

We began active operations on June 5, 1998, when we received and
accepted subscriptions for 125,000 shares pursuant to our initial public
offering, which commenced on January 30, 1998. We terminated our initial
public offering on December 19, 1999. Of the $132,181,919 raised in the
initial offering, we invested a total of $111,032,812 in properties. On
December 20, 1999, we commenced a second public offering of up to
22,200,000 shares of common stock at $10 per share. We terminated our
second offering on December 19, 2000. Of the $175,229,193 raised in the
second offering, we invested a total of $147,192,522 in properties.

Pursuant to the prospectus, we commenced this third offering of shares
of our common stock on December 20, 2000. As of July 31, 2001, we had
received an additional $212,110,390 in gross offering proceeds from the
sale of 21,211,039 shares in the third offering. As of July 31, 2001, we
had raised in the aggregate a total of $519,521,502 in offering proceeds
through the sale of 51,952,150 shares of common stock. As of July 31, 2001,
we had paid a total of $18,078,430 in acquisition and advisory fees and
acquisition expenses, had paid a total of $64,565,823 in selling
commissions and organizational and offering expenses, had made capital
contributions of $427,043,387 to Wells OP for investments in joint ventures
and acquisitions of real property, had utilized $2,994,917 for the
redemption of stock pursuant to our share redemption program, and were
holding net offering proceeds of $6,838,945 available for investment in
additional properties.

Financial Statements

The statement of revenues over certain operating expenses of the State
Street Building for the year ended December 31, 2000, included in this
supplement and elsewhere in the registration statement, has been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and is included in this supplement in reliance
upon the authority of said firm as experts in giving said reports.

The statement of revenues over certain operating expenses of the State
Street Building for the six months ended June 30, 2001, included in this
supplement and elsewhere in the registration statement, has not been audited.

The Pro Forma Balance Sheet of Wells REIT as of June 30, 2001, which is
included in this supplement, has not been audited.

4

INDEX TO FINANCIAL STATEMENTS

The State Street Building                                              Page
----
Report of Independent Accountants                                   6

Statements of Revenues Over Certain Operating Expenses              
for the year ended December 31, 2000 (audited) and for the
six months ended June 30, 2001 (unaudited)                          7

Notes to Statements of Revenues Over Certain Operating              
Expenses for the year ended December 31, 2000 (audited) and
for the six months ended June 30, 2001 (unaudited)                  8

Wells Real Estate Investment Trust, Inc.

Unaudited Pro Forma Financial Statements
----------------------------------------

Summary of Unaudited Pro Forma Financial Statements                 9

Pro Forma Balance Sheet as of June 30, 2001                        10

Pro Forma Statement of Income for the six months
ended June 30, 2001                                                12

Pro Forma Statement of Income for the year ended
December 31, 2000                                                  13

5

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the State street bank BUILDING for the year ended December 31,
2000.  This financial statement is the responsibility of management.  Our
responsibility is to express an opinion on this financial statement based on our
audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States.  These standards require that we plan and perform the
audit to obtain reasonable assurance about whether the statement of revenues
over certain operating expenses is free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of revenues over certain operating expenses.  An
audit also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the State
Street Bank Building after acquisition by the Wells Operating Partnership, L.P.,
a subsidiary of Wells Real Estate Investment Trust, Inc. The accompanying
statement of revenues over certain operating expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission and is not intended to be a complete presentation of the
State Street Bank Building's revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the State Street Bank Building for the year ended December 31, 2000
in conformity with accounting principles generally accepted in the United
States.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
August 1, 2001

6

STATE STREET BANK BUILDING

STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 2000

AND THE SIX MONTHS ENDED JUNE 30, 2001

2001             2000
----------       ---------- 
(Unaudited)

RENTAL REVENUES                                $3,617,688       $2,941,354

OPERATING EXPENSES, net of reimbursements         666,818          438,071
----------       ----------
REVENUES OVER CERTAIN OPERATING EXPENSES       $2,950,870       $2,503,283
==========       ==========

The accompanying notes are an integral part of these statements.

7

STATE STREET BANK BUILDING

NOTES TO STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 2000

AND THE SIX MONTHS ENDED JUNE 30, 2001

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On July 30, 2001, the Wells Operating Partnership, L.P. ("Wells OP")
acquired the State Street Bank Building from Crownview LLC ("Crownview").
Wells OP is a Delaware limited partnership formed to acquire, own, lease,
operate, and manage real properties on behalf of Wells Real Estate
Investment Trust, Inc., a Maryland corporation.  Crownview is not an
affiliate of Wells OP.

Harvard Pilgrim Health Care ("HPHC") occupied the entire 234,668 rentable
square feet of the seven-story office building under a net lease agreement
(the "HPHC Lease") with Crownview.  The HPHC Lease commenced on October 8,
1999 and expired on July 31, 2000.  SSB Realty, LLC ("SSB") currently
occupies the entire 234,668 rentable square feet of the seven-story office
building under a net lease agreement (the "SSB Lease").  SSB is a wholly
owned subsidiary of State Street Corporation, which is the guarantor of the
SSB Lease.  State Street Corporation is a public entity traded on the New
York Stock Exchange.  Crownview's interest in the SSB Lease was assigned to
Wells OP at the closing.  The initial term of the SSB Lease commenced on
February 1, 2001 and expires on March 31, 2011.  SSB has the right to
extend the SSB Lease for one additional period of five years at a rate
equal to the then current fair market rental rate.  Under the SSB Lease,
SSB is required to pay, as additional monthly rent, insurance costs,
utility charges, personal property taxes, its pro rata share of increases
in real estate taxes, and all operating costs with respect to the State
Street Bank Building that exceed the base operating costs of $1,773,340 in
any calendar year.  In addition, SSB is responsible for all routine
maintenance and repairs to the State Street Bank Building.  Wells OP will
be responsible, at SSB's expense, for the repair and replacement of the
exterior surface walls, foundation, roof, plumbing, electrical, and
mechanical systems of the State Street Bank Building.

Rental Revenues

Rental income is recognized on a straight-line basis over the terms of the
respective leases.

2.   Basis of Accounting

The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis.  This statement has been prepared in
accordance with the applicable rules and regulations of the Securities and
Exchange Commission for real estate properties acquired.  Accordingly, this
statement excludes certain historical expenses, such as depreciation,
interest, and management fees.  Therefore, this statement is not comparable
to the operations of the State Street Bank Building after acquisition by
Wells OP.

8

WELLS REAL ESTATE INVESTMENT TRUST, INC.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS 

JUNE 30, 2001

The following unaudited pro forma balance sheet as of June 30, 2001 has been
prepared to give effect to the acquisition of the AmeriCredit Building by the
Wells XIII-REIT Joint Venture (a joint venture partnership between Wells Real
Estate Fund XIII, L.P. and Wells Operating Partnership, LP ["Wells OP"]) and the
acquisition of the State Street Bank Building by the Wells OP as if each
acquisition occurred on June 30, 2001.  The Comdata Building was acquired by
Wells XII-REIT Joint Venture (a joint venture partnership between Wells Real
Estate Fund XII, L.P. and Wells OP) on May 15, 2001.

The following unaudited pro forma statement of income for the six months ended
June 30, 2001 has been prepared to give effect to the acquisitions of the
Comdata Building, the AmeriCredit Building, and the State Street Bank Building
as if the acquisitions occurred on January 1, 2000. The following unaudited pro
forma statement of income for the year ended December 31, 2000 has been prepared
to give effect to the acquisitions of the Comdata Building and the State Street
Bank Building as if the acquisitions occurred on January 1, 2000.  The
AmeriCredit Building had no operations during 2000.

Wells OP is a Delaware limited partnership that was organized to own and operate
properties on behalf of Wells Real Estate Investment Trust, Inc., a Maryland
corporation.  Wells Real Estate Investment Trust, Inc. is the general partner of
Wells OP.

These unaudited pro forma financial statements are prepared for informational
purposes only and are not necessarily indicative of future results or of actual
results that would have been achieved had the acquisitions of the Comdata
Building, the AmeriCredit Building, and the State Street Bank Building been
consummated at the beginning of the periods presented.

As of June 30, 2001, the date of the accompanying pro forma balance sheet, Wells
OP held cash of $6,074,926.  The additional cash used to purchase the State
Street Bank Building, including deferred project costs paid to Wells Capital,
Inc. (an affiliate of Wells OP), was raised through the issuance of additional
shares subsequent to June 30, 2001.  This balance is reflected as purchase
consideration payable in the accompanying pro forma balance sheet.

9

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA BALANCE SHEET

JUNE 30, 2001

(Unaudited)

ASSETS

Wells            Pro Forma Adjustments       
Real Estate     -----------------------------       
Investment     AmeriCredit     State Street         Pro Forma
Trust, Inc.      Building       Bank Building          Total
------------    ------------    --------------      ------------   

REAL ESTATE ASSETS, at cost:                                                                           
Land                                                $ 47,256,748    $         0     $10,600,000 (d)     $ 58,298,415
441,667 (e)   
Buildings, less accumulated depreciation of                                          39,159,098 (d)   
$15,863,470                                         285,964,597              0                          326,755,324
1,631,629 (e)   
Construction in progress                               7,143,876              0               0            7,143,876
------------    -----------     -----------         ------------
Total real estate assets                       340,365,221              0      51,832,394          392,197,615

CASH AND CASH EQUIVALENTS                               6,074,926       (150,000)(a)  (5,924,926)(d)                0

INVESTMENT IN JOINT VENTURES                           60,261,895     11,343,750 (b)           0           71,605,645

ACCOUNTS RECEIVABLE                                     4,661,279              0               0            4,661,279

DEFERRED LEASE ACQUISITION COSTS                        1,738,658              0               0            1,738,658

DEFERRED PROJECT COSTS                                      3,849         (3,849)(c)           0                    0

DEFERRED OFFERING COSTS                                   731,574              0               0              731,574

DUE FROM AFFILIATES                                     1,242,469              0               0            1,242,469

PREPAID EXPENSES AND OTHER ASSETS                       1,558,395              0               0            1,558,395
------------    -----------     -----------         ------------
TOTAL ASSETS                                  $416,638,266    $11,189,901     $45,907,468         $473,735,635
============    ===========     ===========         ============

10

LIABILITIES AND SHAREHOLDERS' EQUITY

Wells           Pro Forma Adjustments
Real Estate  -------------------------------
Investment    AmeriCredit       State Street     Pro Forma
Trust, Inc.     Building       Bank Building      Total
-----------  -------------     -------------   ------------ 

LIABILITIES:
Accounts payable and accrued expenses          $  2,592,211  $         0       $         0    $  2,592,211
Notes payable                                    10,298,850   10,740,000(a)     38,700,000(d)   59,738,850
Dividends payable                                 1,071,657            0                 0       1,071,657
Due to affiliate                                  1,508,539      449,901(c)      2,073,296(e)    4,031,736
Purchase consideration payable                            0            0         5,134,172(d)    5,134,172
Deferred rental income                               95,418            0                 0          95,418
------------  -----------       -----------    ------------ 
Total liabilities                          15,566,675   11,189,901        45,907,468      72,664,044
------------  -----------       -----------    ------------ 
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST OF UNIT HOLDER IN OPERATING        
PARTNERSHIP                                         200,000            0                 0         200,000
------------  -----------       -----------    ------------ 
SHAREHOLDERS' EQUITY:                                                                       
Common shares, $.01 par value; 125,000,000                                                 
shares authorized, 47,770,468 shares issued                                               
and 47,489,415 shares outstanding                  477,705            0                 0         477,705
Additional paid-in capital                      403,204,416            0                 0     403,204,416
Treasury stock, at cost, 281,053 shares          (2,810,530)           0                 0      (2,810,530)
------------  -----------       -----------    ------------ 
Total shareholders' equity                400,871,591            0                 0     400,871,591
------------  -----------       -----------    ------------ 
Total liabilities and shareholders'                                                  
equity                                  $416,638,266  $11,189,901       $45,907,468    $473,735,635
============  ===========       ===========    ============

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s portion of the purchase
price.

(b)  Reflects Wells Real Estate Investment Trust, Inc.'s contribution to the
Wells Fund XIII-REIT Joint Venture.

(c)  Reflects deferred project costs contributed to the Wells Fund XIII-REIT
Joint Venture at approximately 4.17% of the purchase price.

(d)  Reflects Wells Real Estate Investment Trust, Inc.'s purchase price for the
land and the building.

(e)  Reflects deferred project costs applied to the land and building at
approximately 4.17% of the purchase price.

11

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME (LOSS)

FOR THE SIX MONTHS ENDED JUNE 30, 2001

(Unaudited)

Wells                   Pro Forma Adjustments
Real Estate      ----------------------------------------------
Investment       Comdata        AmeriCredit       State Street        Pro Forma
Trust, Inc.      Building        Building         Bank Building         Total
-----------     ----------      -----------       -------------      -----------

REVENUES:                                                                           
Rental income                            $19,711,252     $      0        $       0          $3,617,688 (f)    $23,328,940
Equity in income of joint ventures         1,519,194      513,944 (a)      (98,624)(d)               0          1,934,514
Interest income                              193,007       (6,781)(b)       (8,135)(b)        (178,091)(b)              0
-----------     --------        ---------          ----------        -----------
21,423,453      507,163         (106,759)          3,439,597         25,263,454
-----------     --------        ---------          ----------        -----------
EXPENSES:                                                                                                     
Depreciation and amortization              6,685,716            0                0             815,815 (g)      7,501,531
Interest                                   2,809,373      379,761 (c)      349,157 (e)       1,258,137 (h)      4,796,428
Operating costs, net of reimbursements     1,736,928            0                0             666,818 (i)      2,403,746
Management and leasing fees                1,117,902            0                0             162,796 (j)      1,280,698
General and administrative                   635,632            0                0                   0            635,632
Legal and accounting                         117,331            0                0                   0            117,331
Computer costs                                 6,328            0                0                   0              6,328
-----------     --------        ---------          ----------        -----------
13,109,210      379,761          349,157           2,903,566         16,741,694
-----------     --------        ---------          ----------        -----------
NET INCOME (LOSS)                         $ 8,314,243     $127,402        $(455,916)         $  536,031        $ 8,521,760
===========     ========        =========          ==========        ===========   
EARNINGS PER SHARE, basic and             
diluted                                  $      0.22                                                          $      0.23
===========                                                          ===========
WEIGHTED AVERAGE SHARES, basic and         
diluted                                   37,792,014                                                           37,792,014
===========                                                          ===========

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s equity in the income of
the Wells Fund XII-REIT Joint Venture related to the Comdata Building from
January 1, 2001 through May 14, 2001.  The pro forma adjustment results
from rental revenues less operating expenses, management fees, and
depreciation.

(b)  Represents forgone interest income related to cash utilized to purchase the
Comdata Building, the AmeriCredit Building, and the State Street Bank
Building.

(c)  Represents interest expense on the $15,575,863 drawn on Wells Real Estate
Investment Trust, Inc.'s revolving credit agreement with Bank of America,
N.A., which bears interest at approximately 6.5% from January 1, 2001
through May 14, 2001.

(d)  Reflects Wells Real Estate Investment Trust, Inc.'s equity in the loss of
the Wells Fund XIII-REIT Joint Venture related to the AmeriCredit Building.
The pro forma adjustment results from rental revenues less operating
expenses, management fees and deprecation.

(e)  Represents interest expense on the $10,740,000 note payable to Bank of
America, which bears interest at approximately 6.5% for the six months
ended June 30, 2001.

(f)  Rental income is recognized on a straight-line basis.

(g)  Depreciation expense on the building is recognized using the straight-line
method and a 25-year life.

(h)  Represents interest expense on the $38,700,000 note payable to Bank of
America, which bears interest at approximately 6.5% for the six months
ended June 30, 2001.

(i)  Consists of nonreimbursable operating expenses.

(j)  Management and leasing fees are calculated at 4.5% of rental income.

12

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2000

(UNAUDITED)

Wells           Pro Forma Adjustments
Real Estate     ----------------------------
Investment      Comdata        State Street         Pro Forma
Trust, Inc.     Building       Bank Building          Total
-----------     --------       -------------      -----------  

REVENUES:
Rental income                                             $20,505,000  $        0       $ 2,941,354 (d)      $23,446,354
Equity in income of joint ventures                          2,293,873     930,181 (a)             0            3,224,054
Interest income                                               520,924     (19,106)(b)      (501,818)(b)                0
Other income                                                   53,409           0                 0               53,409
-----------  ----------       -----------         ------------ 
23,373,206     911,075         2,439,536           26,723,817
-----------  ----------       -----------         ------------ 
EXPENSES:
Depreciation and amortization                               7,743,551           0         1,631,629 (e)        9,375,180
Interest                                                    4,199,461   1,284,495 (c)     3,191,473 (f)        8,675,429
Operating costs, net of reimbursements                        888,091           0           438,071 (g)        1,326,162
Management and leasing fees                                 1,309,974           0           132,361 (h)        1,442,335
General and administrative                                    426,680           0                 0              426,680
Legal and accounting                                          240,209           0                 0              240,209
Computer costs                                                 12,273           0                 0               12,273
-----------  ----------       -----------         ------------ 
14,820,239   1,284,495         5,393,534           21,498,268
-----------  ----------       -----------         ------------ 
NET INCOME (LOSS)                                          $ 8,552,967  $ (373,420)      $(2,953,998)         $ 5,225,549
===========  ==========       ===========          =========== 

EARNINGS PER SHARE, basic and diluted                      $      0.40                                        $      0.24
===========                                        ===========   

WEIGHTED AVERAGE SHARES, basic and diluted                  21,382,418                                         21,382,418
===========                                        ===========   

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s equity in income of the
Wells Fund XII-REIT Joint Venture related to the Comdata Building.  The pro
forma adjustment results from rental revenues less operating expenses,
management fees, and depreciation.

(b)  Represents forgone interest income related to cash utilized to purchase the
Comdata Building and the State Street Bank Building.

(c)  Represents interest expense incurred on the $15,575,863 drawn on Wells Real
Estate Investment Trust, Inc.'s revolving credit agreement with Bank of
America, N.A., which bears interest at approximately 8.2% for the year
ended December 31, 2000.

(d)  Rental income is recognized on a straight-line basis.

(e)  Depreciation expense on the building is recognized using the straight-line
method and a 25-year life.

(f)  Interest expense on the $38,700,000 note payable to Bank of America, N.A.,
which bears interest at approximately 8.2% for the year ended December 31,
2000.

(g)  Consists of nonreimbursable operating expenses.

(h)  Management and leasing fees are calculated at 4.5% of rental income.

13

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SUPPLEMENT NO. 5 DATED OCTOBER 15, 2001 TO THE PROSPECTUS
DATED DECEMBER 20, 2000

This document supplements, and should be read in conjunction with, the
prospectus of Wells Real Estate Investment Trust, Inc. dated December 20, 2000,
as supplemented and amended by Supplement No. 1 dated February 5, 2001,
Supplement No. 2 dated April 25, 2001, Supplement No. 3 dated July 20, 2001, and
Supplement No. 4 dated August 10, 2001. When we refer to the "prospectus" in
this supplement, we are also referring to any and all supplements to the
prospectus. Unless otherwise defined in this supplement, capitalized terms used
in this supplement shall have the same meanings as set forth in the prospectus.

The purpose of this supplement is to describe the following:

(1)     The status of the offering of shares in Wells Real Estate
Investment Trust, Inc. (Wells REIT);

(2)     The declaration of dividends for the fourth quarter of 2001;

(3)     The acquisition of two one-story office buildings in Houston,
Texas (IKON Buildings);

(4)     The acquisition of a 14.87 acre tract of land in Irving, Texas
and the development and construction of an office building
thereon (Nissan Property);

(5)     The acquisition of a ground leasehold interest in a one
one-story office and distribution facility in Millington,
Tennessee (Ingram Micro Distribution Facility);

(6)     The acquisition of a four-story office building in Cary, North
Carolina (Lucent Building);

(7)     Revisions to the "Description of Properties" section of the
prospectus relating to an amendment to the Matsushita lease;

(8)     Revisions to the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section of the
prospectus;

(9)     Revisions to the "Plan of Distribution" section of the
prospectus; and

(10)    Financial statements relating to the IKON Buildings, Ingram
Micro Distribution Facility and Lucent Building.

Status of the Offering

We commenced our initial public offering of common stock on January 30,
1998. Our initial public offering was terminated on December 19, 1999. We
received approximately $132,181,919 in gross offering proceeds from the sale of
13,218,192 shares in our initial public offering. We commenced a second offering
of common stock on December 20, 1999. Our second public offering was terminated
on December 19, 2000. We received approximately $175,229,193 in gross offering
proceeds from the sale of 17,522,919 shares in our second public offering.

Pursuant to the prospectus, we commenced our third offering of common
stock on December 20, 2000. As of October 10, 2001, we had received an
additional $330,794,345 in gross offering proceeds 

1

from the sale of 33,079,435 shares in the third offering. Accordingly, as of
October 10, 2001, we had received in the aggregate approximately $638,205,457 in
gross offering proceeds from the sale of 63,820,546 shares of our common stock.

Declaration of Fourth Quarter Dividend

On September 12, 2001, our board of directors declared a dividend for
the fourth quarter of 2001 in an amount equal to a 7.75% annualized percentage
return on an investment of $10 per share to be paid in December 2001. The fourth
quarter dividend will be calculated on a daily record basis of $0.00213 (.213
cents) per day per share on the outstanding shares of common stock payable to
shareholders of record of such shares as shown on the books of the Wells REIT at
the close of business on each day during the period, commencing on September 16,
2001, and continuing each day thereafter during the fourth quarter of 2001
through and including December 15, 2001.

The IKON Buildings

Purchase of the IKON Buildings. On September 7, 2001, Wells Operating
------------------------------
Partnership, L.P. (Wells OP), a Delaware limited partnership formed to acquire,
own, lease and operate real properties on behalf of the Wells REIT, purchased
two one-story office buildings aggregating approximately 157,790 rentable square
feet located at 810 and 820 Gears Road, Harris County, Houston, Texas (IKON
Buildings) from SV Reserve, L.P. SV Reserve, L.P. is not in any way affiliated
with the Wells REIT or Wells Capital, Inc., our Advisor.

The purchase price for the IKON Buildings was $20,650,000. Wells OP
incurred acquisition expenses in connection with the purchase of the IKON
Buildings, including commissions, attorneys' fees, recording fees, structural
report and environmental report fees, and other closing costs, of approximately
$132,500.

An independent appraisal of the IKON Buildings was prepared by Gary
Brown & Associates, Inc., real estate appraisers, as of August 30, 2001,
pursuant to which the market value of the real property containing the leased
fee interest subject to the leases described below was estimated to be
$20,750,000, in cash or terms equivalent to cash. This value estimate was based
upon a number of assumptions, including that the IKON Buildings will continue
operating at a stabilized level with IKON Office Solutions, Inc, an Ohio
corporation (IKON), occupying 100% of the rentable area, and is not necessarily
an accurate reflection of the fair market value of the property or the net
proceeds which would result from an immediate sale of this property. Wells OP
also obtained an environmental report and an engineering inspection report prior
to the closing evidencing that the condition of the land and the IKON Buildings
was satisfactory.

Description of the IKON Buildings and Site. The IKON Buildings, which were
------------------------------------------
completed in September 2000, consist of two one-story office buildings
containing approximately 157,790 rentable square feet (78,895 square feet for
each building) located on a 15.69 acre tract of land. The buildings are
constructed using a steel frame with steel trusses and a reinforced concrete
foundation. The exterior walls are made of primarily concrete masonry with
concrete tilt wall panels with slightly recessed reflective blue-tinted windows.
The interior walls consist of floated and painted gypsum board. In addition, the
lighted parking lot contains approximately 785 parking spaces.

2

The IKON Buildings are located at 810 and 820 Gears Road in Houston,
Texas, in the northern portion of Harris County approximately 12 to 16 miles
north of Houston's central business district in the Greens Crossing development.
The property is near North Freeway, which runs in a north-south direction to
Dallas, and North Sam Houston Parkway. In addition, the IKON Buildings are
located approximately five miles from the Houston Intercontinental Airport.
North Harris County contains headquarters for several U.S. and international
companies and offices for several other multinational companies, including
Federal Express, Continental Airlines and Paine Webber.

The IKON Lease. The entire 157,790 rentable square feet of the IKON Buildings is
--------------
currently under a lease agreement with IKON. The landlord's interest in the IKON
lease was assigned to Wells OP at the closing. The current term of the lease is
10 years, which commenced on May 1, 2000, and expires on April 30, 2010. IKON
has the right to extend the term of this lease for two additional five-year
periods at the then-current fair market rental rate, upon 12 months prior
written notice.

IKON's world headquarters is located in Malvern, Pennsylvania. IKON
provides business communication products such as copiers and printers, as well
as services such as distributed printing, facilities management, network design,
e-business development, and technology training. IKON's customers include
various sized businesses, professional firms and government agencies. IKON
distributes products manufactured by companies such as Microsoft, IBM, Canon,
Novell and Hewlett-Packard. IKON has approximately 39,000 employees and
approximately 900 locations worldwide. For the fiscal year ended September 30,
2000, IKON reported net income of approximately $29 million on revenues of
approximately $5.4 billion and a net worth, as of September 30, 2000, of
approximately $1.44 billion.

The base rent payable for the remainder of the IKON lease is as
follows:

---------------------------------------------------
Lease Year         Annual Rent      Monthly Rent   
---------------------------------------------------
2-5                $2,015,767       $167,981       
---------------------------------------------------
6-10               $2,228,784       $185,732       
---------------------------------------------------

Pursuant to the IKON lease, IKON is required to pay all taxes relating
to the IKON Buildings and all operating costs incurred by the landlord in
maintaining and operating the IKON Buildings, including, but not limited to,
garbage and waste disposal, janitorial service and window cleaning, security,
insurance, water and sewer charges, wages, salaries and employee benefits of all
employees engaged in the operation, maintenance and management of the building,
indoor and outdoor landscaping, utilities, repairs, replacements and general
maintenance. Wells OP, as the landlord, will be responsible, for repairs related
to insurable casualty and for maintaining the roof, foundation, exterior walls
and windows, load bearing items and the electrical, mechanical and plumbing
systems of the building, except for the HVAC system. IKON, as the tenant, is
responsible for maintaining, repairing, and replacing the HVAC system. All
tenant improvements or alterations costing in excess of $50,000 must receive
prior written approval from Wells OP.

The Nissan Property

Purchase of the Nissan Property. On September 19, 2001, Wells OP purchased a
-------------------------------
14.873 acre tract of land located in Irving, Dallas County, Texas (Nissan
Property). Wells OP purchased the Nissan Property from The Ruth Ray and H.L.
Hunt Foundation and The Ruth Foundation, each a Texas non-profit corporation and
50% owner in the Nissan Property (Foundations). Neither of the Foundations are
in any way affiliated with the Wells REIT or our Advisor.

3

The purchase price for the Nissan Property was approximately
$5,545,700. Wells OP incurred acquisition expenses in connection with the
purchase of the Nissan Property, including attorneys' fees, recording fees and
environmental report fees, and other closing costs, of approximately $25,000.

Description of the Nissan Property and Site. Wells OP has entered into a
-------------------------------------------
development agreement, an architect agreement and a design and build agreement
(all described below) to construct a three-story office building containing
268,290 rentable square feet (Nissan Project) on the Nissan Property. The Nissan
Project will be constructed of concrete tilt-up, high performance glass with
parking for approximately 1,050 vehicles. The site consists of a 14.873 acre
tract of land located in the Freeport Business Park, which is an office and
industrial park strategically positioned near the Dallas-Ft. Worth International
Airport. Wells OP obtained an environmental report prior to the closing
evidencing that the condition of the land was satisfactory. The Nissan Property
is located in the city of Irving, Texas, approximately 18 miles northwest of
downtown Dallas. More than 400 multinational companies have offices in Irving
including Exxon, GTE and TransAmerica, which have their headquarters in Irving.
The Freeport Business Park itself contains tenants such as Xerox, Federal
Express and Allstate Insurance. The city of Irving is accessible from six major
highways.

Development Agreement. On September 19, 2001, Wells OP entered into a
---------------------
Development Agreement (Development Agreement) with Champion Partners, Ltd. a
Texas limited partnership (Developer), as the exclusive development manager to
supervise, manage and coordinate the planning, design, construction and
completion of the Nissan Project.

The Developer is a Dallas-based commercial real estate development firm
with expertise in acquisition and disposition, debt and equity, financing, land
and building development and project leasing and management. The Developer is a
privately owned Texas limited partnership and the principals have an average
experience level of approximately 20 years. The Developer has been involved with
approximately 18 million square feet of office and industrial facilities valued
at more than $900 million throughout the United States, including several
million square feet of ongoing project developments in Dallas/Ft. Worth,
Memphis, Atlanta and Houston. The Developer is not affiliated with Wells OP or 
our Advisor.

The primary responsibilities of the Developer under the Development
Agreement include:

.       the supervision, coordination, administration and management of
the work, activities and performance of the architect under the
Architect's Agreement (as described below) and the contractor
under the Construction Agreement (as described below);

.       the implementation of a development budget setting forth an
estimate of all expenses and costs to be incurred with respect
to the planning, design, development and construction of the
Nissan Project;

.       the review of all applications for disbursement made by or on
behalf of Wells OP under the Architect's Agreement and the
Construction Agreement;

.       the supervision and management of tenant build-out at the
Nissan Project; and

.       the negotiation of contracts with, supervision of the
performance of, and review and verification of applications for
payment of the fees, charges and expenses of such design and
engineering professionals, consultants and suppliers as the
Developer deems necessary for the design and construction of
the Nissan Project in accordance with the development budget.

4

The Developer will also perform other services typical of development
managers including, but not limited to, arranging for preliminary site plans,
surveys and engineering plans and drawings, overseeing the selection by the
contractor of major subcontractors and reviewing all applicable building codes,
environmental, zoning and land use laws and other applicable local, state and
federal laws, regulations and ordinances concerning the development, use and
operation of the Nissan Project or any portion thereof. The Developer is
required to advise Wells OP on a weekly basis as to the status of the Nissan
Project and submit to Wells OP monthly reports with respect to the progress of
construction, including a breakdown of all costs and expenses under the
development budget. The Developer is required to obtain prior written approval
from Wells OP before incurring and paying any costs which will result in
aggregate expenditures under any one category or line item in the development
budget exceeding the amount budgeted therefor. If the Developer determines at
any time that the development budget is not compatible with the then-prevailing
status of the Nissan Project and will not adequately provide for the completion
of the Nissan Project, the Developer will prepare and submit to Wells OP for
approval an appropriate revision of the development budget.

In discharging its duties and responsibilities under the Development
Agreement, the Developer has full and complete authority and discretion to act
for and on behalf of Wells OP. The Developer has agreed to indemnify Wells OP
from any and all claims, demands, losses, liabilities, actions, lawsuits, and
other proceedings, judgments and awards, and any costs and expenses arising out
of the gross negligence, fraud or any willful act or omission by the Developer.
Wells OP has agreed to indemnify the Developer from and against any and all
claims, demands, losses, liabilities, actions, lawsuits and other proceedings,
judgments and awards, and any costs and expenses arising out of (1) any actions
taken by the Developer within the scope of its duties or authority, excluding
negligence, fraud or willful acts of the Developer, and (2) the gross
negligence, fraud or any willful act or omission on the part of Wells OP and its
partners and their respective officers, directors and employees.

Wells OP may elect to provide funds to the Developer so that the
Developer can pay Wells OP's obligations with respect to the construction and
development of the Nissan Project directly. All such funds of Wells OP which may
be received by the Developer with respect to the development or construction of
the Nissan Project will be deposited in a bank account approved by Wells OP. If
at any time the funds contained in the bank account of Wells OP temporarily
exceeds the immediate cash needs of the Nissan Project, the Developer may invest
such excess funds in savings accounts, certificates of deposit, United States
Treasury obligations and commercial paper as the Developer deems appropriate or
as Wells OP may direct, provided that the form of any such investment is
consistent with the Developer's need to be able to liquidate any such investment
to meet the cash needs of the Nissan Project. The Developer shall be reimbursed
for all advances, costs and expenses paid for and on behalf of Wells OP. The
Developer will not be reimbursed, however, for its own administrative costs or
for costs relating to travel and lodging incurred by its employees and agents.
The Developer may be required to advance its own funds for the payment of any
costs or expenses incurred by or on behalf of Wells OP in connection with the
development of the Nissan Project if there are cost overruns in excess of the
contingency contained in the development budget.

As compensation for the services to be rendered by the Developer under
the Development Agreement, Wells OP will pay a development fee of $1,250,000.
The fee will be due and payable ratably (on the basis of the percentage of
construction completed) as the construction and development of the Nissan
Project is completed.

It is anticipated that the aggregate of all costs and expenses to be
incurred by Wells OP with respect to the acquisition of the Nissan Property, the
planning, design, development, construction and completion of the Nissan Project
will total approximately $42,259,000. Under the terms of the Development
Agreement, the Developer has agreed that in the event that the total of all such
costs and 

5

expenses exceeds $42,258,600, subject to certain adjustments, the amount of fees
payable to the Developer shall be reduced by the amount of any such excess.

In the event the Developer should for any reason cease to manage the
development of the Nissan Project, Wells OP would have to locate a suitable
successor development manager. No assurances can be given as to whether a
suitable successor development manager could be found, or what the contractual
terms or arrangement with any such successor would be.

Architect's Agreement. HKS, Inc., a Texas corporation (Architect), is the
---------------------
architect for the Nissan Project pursuant to an Architect's Agreement
(Architect's Agreement) dated September 19, 2001 entered into with Wells OP. The
Architect, which was founded in 1939, has a staff of over 500 employees, and
specializes in architecture, planning, structural engineering, interior
architecture and graphic design. The Architect has its principal office in
Dallas and additional offices in Atlanta, Los Angeles, Orlando, Richmond, Salt
Lake City and Tampa. The Architect has designed a wide variety of projects, with
total values in excess of $26 billion, including facilities for corporate office
space, sports facilities, healthcare facilities and hotels and resorts. The
Architect is not affiliated with Wells OP or our Advisor.

The Architect's basic services under the Architect's Agreement include
the schematic design phase, the design development phase, the construction
documents phase, the construction procurement phase and the construction phase.
During the schematic design phase, the Architect will prepare schematic design
documents consisting of drawings and other documents illustrating the scale and
relationship of the Nissan Project components. During the design development
phase, the Architect will prepare design development documents consisting of
drawings and other documents to fix and describe the size and character of the
entire Nissan Project as to architectural, structural, civil mechanical, and
electrical systems, materials and such other elements as may be appropriate.
During the construction documents phase, the Architect will prepare construction
documents consisting of drawings and specifications setting forth in detail the
requirements for the construction of the Nissan Project along with necessary
bidding information. During the construction procurement phase, the Architect
will assist Wells OP in obtaining bids or negotiated proposals and assist in
awarding and preparing contracts for construction. During the construction
phase, the Architect is to provide administration of the Construction Agreement
(as described below) and advise and consult with the contractor and Wells OP
concerning various matters relating to the construction of the Nissan Project.
The Architect is required to visit the Nissan Project site at intervals
appropriate to the stage of construction and to become generally familiar with
the progress and quality of the work and to determine if, in general, the work
is proceeding in accordance with the contract schedule. The Architect is
required to keep Wells OP informed of the progress and quality of the work. The
Architect is also required to determine the amounts owing to the contractor
based on observations of the site and evaluations of the contractor's
application for payment and shall issue certificates for payment in amounts
determined in accordance with the Construction Agreement. The Architect will
also conduct inspections to determine the date of completion of the Nissan
Project and shall issue a final certificate for payment.

Payments will be paid to the Architect under the Architect Agreement on
a monthly basis in proportion to the services performed within each phase of
service. Monthly invoices will be based on the work done by designers, writers,
and draftsmen at various hourly rates.

Design and Build Construction Agreement. Wells OP entered into a Design and
---------------------------------------
Build Construction Agreement (Construction Agreement) on September 19, 2001 with
Thos. S. Byrne, Inc. (Contractor) for the construction of the Nissan Project.
The Contractor is based in Ft. Worth, Texas and specializes in commercial,
industrial and high-end residential buildings. The Contractor commenced
operations in 1923 and has completed over 200 projects for a total of
approximately 60 clients. The Contractor is presently 

6

engaged in the construction of over 20 projects with a total construction value
of in excess of $235 million. The Contractor is not affiliated with Wells OP or 
our Advisor.

The Contractor will begin construction of the Nissan Project in January
2002. The Nissan Project will consist of the construction of a three-story
concrete tilt-up, high performance glass office building containing
approximately 268,290 rentable square feet (Nissan Building). The land is
currently zoned to permit the intended development and operation of the Nissan
Project as a commercial office building and has access to all utilities
necessary for the development and operation of the Nissan Project, including
water, electricity, sanitary sewer and telephone.

The Construction Agreement provides that Wells OP will pay the
Contractor a maximum of $25,326,017 for the construction of the Nissan Project
which includes all estimated fees and costs including the architect fees. The
Contractor will be responsible for all costs of labor, materials, construction
equipment and machinery necessary for completion of the Nissan Project. In
addition, the Contractor will be required to secure and pay for any additional
business licenses, tap fees and building permits which may be necessary for
construction of the Nissan Project.

Wells OP will make monthly progress payments to the Contractor in an
amount of 90% of the portion of the contract price properly allocable to labor,
materials and equipment, less the aggregate of any previous payments made by
Wells OP. When construction is substantially complete and the space is available
for occupancy, Wells OP will make a semi-final payment in the amount of all of
the unpaid balance, except that Wells OP may retain an amount in accordance with
the terms of the Construction Contract which is necessary to protect its
remaining interest until final completion of the Nissan Project. Wells OP will
pay the entire unpaid balance when the Nissan Project has been fully completed
in accordance with the terms and conditions of the Construction Contract. As a
condition of final payment, the Contractor will be required to execute and
deliver a release of all claims and liens against Wells OP.

The Contractor will be responsible to Wells OP for the acts or
omissions of its subcontractors and suppliers of materials and of persons either
directly or indirectly employed by them. The Contractor has agreed to indemnify
Wells OP from and against all liability, claims, damages, losses, expenses and
costs of any kind or description arising out of or in connection with the
performance of the Construction Contract, provided that such liability, claim,
damage, loss or expense is caused in whole or in part by any act or omission of
the Contractor, any subcontractor or materialmen, anyone directly or indirectly
employed by any of them or anyone for whose acts any of them may be liable. The
Construction Contract also requires the Contractor to obtain and maintain, until
completion of the Nissan Project, adequate insurance coverage relating to the
Nissan Project, including insurance for workers' compensation, personal injury
and property damage.

The Contractor is required to work expeditiously and diligently to
maintain progress in accordance with the construction schedule and to achieve
substantial completion of the Nissan Project within the contract time. The
Contractor is required to employ all such additional labor, services and
supervision, including such extra shifts and overtime, as may be necessary to
maintain progress in accordance with the construction schedule. It is
anticipated that the Nissan Project will be substantially completed by February
2003. Wells OP shall obtain a completion and performance bond in an amount
sufficient to complete construction and development of the Nissan Project to
reduce the risk of non-performance and to assure compliance with approved plans
and specifications.

The Nissan Lease. The entire 268,290 rentable square feet of the Nissan Building
----------------
is currently under a lease agreement with Nissan Motor Acceptance Corporation
(Nissan). The term of the lease began on September 19, 2001 and will extend 10
years beyond the rent commencement date. Construction on the building is
scheduled to begin on or before February 1, 2002 and to be completed within 20
months from 

7

its commencement. The rent commencement date will occur shortly after
completion. Nissan has the right to extend the initial 10-year term of this
lease for an additional two years, upon written notice. Nissan also has the
right to extend the lease for two additional five-year periods at 95% of the
then-current market rental rate, upon written notice.

Nissan is a California corporation with its corporate headquarters in
Torrance, California. Nissan is a wholly owned subsidiary of Nissan North
America, Inc. (NNA), a guarantor of Nissan's lease. NNA is a California
corporation, with headquarters in Gardenia, California. NNA handles the North
American business sector of its Japanese parent, Nissan Motor Company, Ltd.
NNA's business activities include design, development, manufacturing and
marketing of Nissan vehicles in North America. NNA employs approximately 2,400
people. As a subsidiary of NNA, Nissan purchases retail and lease contracts
from, and provides wholesale inventory and mortgage loan financing to, Nissan
and Infiniti retailers. Nissan Motor Company, Ltd., the parent company of NNA,
reported fiscal year 2000 net income of $2.6 billion on revenues of $49.1
billion, and a net worth, as of March 31, 2001, of $7.7 billion.

The base rent payable for the Nissan lease beginning on the rent
commencement date is as follows:

------------------------------------------------------
Lease Year      Annual Rent        Monthly Rent       
------------------------------------------------------
1      $4,225,860         $352,155           
------------------------------------------------------
2      $4,325,168         $360,431           
------------------------------------------------------
3      $4,426,809         $368,901           
------------------------------------------------------
4      $4,530,839         $377,570           
------------------------------------------------------
5      $4,637,314         $386,443           
------------------------------------------------------
6      $4,746,291         $395,524           
------------------------------------------------------
7      $4,857,829         $404,819           
------------------------------------------------------
8      $4,971,988         $414,332           
------------------------------------------------------
9      $5,088,829         $424,069           
------------------------------------------------------
10     $5,208,417         $434,035           
------------------------------------------------------
11*     $5,330,815         $444,235           
------------------------------------------------------
12*     $5,456,089         $454,674           
------------------------------------------------------
* If 2-year extension option is exercised.

Pursuant to the Nissan lease, Nissan is required to pay all taxes
relating to the Nissan Building and all operating costs including, but not
limited to, those associated with water, sewer, gas, electricity, light, heat,
telephone, television cable, rubbish removal, power and other utilities and
services used by Nissan. Nissan will also pay for repairs to the HVAC,
mechanical, electrical, elevator, and plumbing systems, as well as repairs to
the structural roof walls, foundations, paving, curbs, landscaping and fixtures.
Wells OP, as the landlord, will be responsible for repairs resulting from
defects in the initial construction of the building, as well as repairs to
structural portions of the foundation, exterior walls, structural frame and
roof. Nissan has an option to purchase the property if certain construction
related milestones are not met by Wells OP in the construction of the building.
In addition, if Wells OP ever decides to sell or transfer the property, Nissan
has a right of first refusal to purchase the property pursuant to the same
proposed sale terms. In order to exercise this right, Nissan must inform Wells
OP of its intent to purchase the property within 30 days of receiving notice
that Wells OP intends to sell or transfer the property.

8

The Ingram Micro Distribution Facility

Purchase of a Ground Leasehold Interest in the Ingram Micro Distribution
------------------------------------------------------------------------
Facility. On September 27, 2001, Wells OP acquired a ground leasehold interest
--------
in a 701,819 square foot distribution facility located on a 39.223 acre tract of
land at 3820 Micro Drive in the City of Millington, Shelby County, Tennessee
(Ingram Micro Distribution Facility), pursuant to a Bond Real Property Lease
dated as of December 20, 1995 (Bond Lease). The ground leasehold interest under
the Bond Lease, along with the Bond and the Bond Deed of Trust described below,
were purchased from Ingram Micro L.P. (Ingram) in a sale-lease back transaction
for a purchase price of $21,050,000. Wells OP incurred acquisition expenses in
connection with the purchase of the Ingram Micro Distribution Facility,
including attorneys' fees, recording fees, property condition report fees,
environmental report fees and other closing costs, of approximately $54,600. The
Bond Lease expires on December 31, 2026.

Fee simple title to the land upon which the Ingram Micro Distribution
Facility is located is held by the Industrial Development Board of the City of
Millington, Tennessee (Industrial Development Board) which originally entered
into the Bond Lease with Lease Plan North America, Inc. (Lease Plan). The
Industrial Development Board issued an Industrial Development Revenue Note
Ingram Micro L.P. Series 1995 (Bond) in a principal amount of $22,000,000 to
Lease Plan in order to finance the construction of the Ingram Micro Distribution
Facility. The Bond is secured by a Fee Construction Mortgage Deed of Trust and
Assignment of Rents and Leases dated as of December 20, 1995 (Bond Deed of
Trust) executed by the Industrial Development Board for the benefit of Lease
Plan.

On December 20, 2000, Lease Plan assigned to Ingram its ground
leasehold interest in the Ingram Micro Distribution Facility under the Bond
Lease. On the same date, Lease Plan also assigned all of its rights and interest
in the Bond and the Bond Deed of Trust of Ingram.

In addition to purchasing the Bond Lease, as set forth above, Wells OP 
also acquired the Bond and the Bond Deed of Trust from Ingram at closing. 
Beginning in 2006, Wells OP has the option under the Bond Lease to purchase the 
land underlying the Ingram Micro Distribution Facility from the Industrial 
Development Board for $100 plus satisfying the indebtedness evidenced by the 
Bond, which is currently held by Wells OP.

An independent appraisal of the ground leasehold interest in the Ingram
Micro Distribution Facility was prepared by Douglas B. Hall & Associates, Inc.,
real estate appraisers, as of September 4, 2001, pursuant to which the market
value of the real property containing the leased fee interest subject to the
lease described below was estimated to be $21,400,000, in cash or terms
equivalent to cash. This value estimate was based upon a number of assumptions,
including that the Ingram Micro Distribution Facility will continue operating at
a stabilized level with Ingram occupying 100% of the rentable area, and is not
necessarily an accurate reflection of the fair market value of the property or
the net proceeds which would result from an immediate sale of this property.
Wells OP also obtained an environmental report and an engineering inspection
report prior to the closing evidencing that the condition of the land and the
Ingram Micro Distribution Facility were satisfactory.

Description of the Ingram Micro Distribution Facility and Site. The Ingram Micro
--------------------------------------------------------------
Distribution Facility, which was completed in 1997, is a one-story office and
warehouse building containing approximately 701,819 rentable square feet located
on a 39.22 acre tract of land.

The site is located in the northern part of Shelby County, Tennessee
approximately 16 miles north of the Memphis central business district. The site
is on the west side of U.S. Highway 51 and the east side of Old Millington Road,
less than one mile from the Millington Municipal Airport. The major development
in Millington is the former Memphis Naval Air Station, which was one of the
world's largest inland naval bases until the 1993 Base Realignment and Closure
Commission approved a new mission for the base. Approximately 1,900 acres of
land on the base is now known as the West 

9

Tennessee Regional Business Center and is planned for development as a major
employment center in the area.

The Ingram Lease. On September 27, 2001, Wells OP entered into a new lease with
----------------
Ingram pursuant to which Ingram agreed to lease the entire Ingram Micro
Distribution Facility from Wells OP. The Ingram lease has a term of 10 years
with two successive options to extend for 10 years each at an annual rate equal
to the greater of (i) 95% of the then-current fair market rental rate, or (ii)
the annual rental payment effective for the final year of the term immediately
prior to such extension. Annual rent, as determined for each extended term, is
also increased by 15% beginning in the 61st month of each extended term.

Ingram Micro, Inc. (Micro) is the general partner of Ingram and a
guarantor on the Ingram lease. Micro is traded on the New York Stock Exchange
and has its corporate headquarters in Santa Ana, California. Micro provides
technology products and supply chain management services through wholesale
distribution. It targets three different market segments, including corporate
resellers, direct and consumer marketers, and value-added resellers. Micro's
worldwide business consists of approximately 14,000 associates and operations in
36 countries. In addition, Micro serves approximately 175,000 customers and
partners with approximately 1,700 manufacturers. For fiscal year-ended December
31, 2000, Micro reported a net income of over $226 million on revenues of
approximately $30.7 billion and a net worth, as of December 31, 2000, of
approximately $1.8 billion.

The annual base rent for the Ingram Micro Distribution Facility is
$2,035,275 for years one through five of the lease term and $2,340,566 for years
six through 10 of the lease term. Ingram has also agreed to pay as additional
rent all other amounts, liabilities and obligations relating to the Ingram Micro
Distribution Facility, including all taxes, assessments, water rents, sewer
rents and charges, duties, impositions, license and permit fees, charges for
public utilities of any kind, payments and all other charges incurred as a
result of the use and occupation of the premises by Ingram. Ingram is also
responsible for maintenance of the premises, including without limitation the
adjoining sidewalks and curbs, roof, generators and all operational building
systems.

The Lucent Building

Purchase of the Lucent Building. On September 28, 2001, Wells OP purchased a
-------------------------------
four-story office building with approximately 120,000 rentable square feet
located at 200 Lucent Lane, Cary, North Carolina (Lucent Building) from Lucent
Technologies, Inc. (Lucent) in a sale-lease back transaction. Lucent is not in
any way affiliated with the Wells REIT or our Advisor.

The purchase price for the Lucent Building was $17,650,000. Wells OP
incurred acquisition expenses in connection with the purchase of the Lucent
Building, including commissions, attorneys' fees, recording fees, structural
report and environmental report fees, and other closing costs, of approximately
$372,800.

An independent appraisal of the Lucent Building was prepared by CB
Richard Ellis, Inc., real estate appraisers, as of October 1, 2001, pursuant to
which the market value of the real property containing the leased fee interest
subject to the lease described below was estimated to be $18,400,000, in cash or
terms equivalent to cash. This value estimate was based upon a number of
assumptions, including that the Lucent Building will continue operating at a
stabilized level with Lucent occupying 100% of the rentable area, and is not
necessarily an accurate reflection of the fair market value of the property or
the net proceeds which would result from an immediate sale of this property.
Wells OP also obtained an environmental report and an engineering inspection
report prior to the closing evidencing that the condition of the land and the
Lucent Building were satisfactory.

10

Description of the Lucent Building and Site. The Lucent Building, which was
-------------------------------------------
completed in 1999, is a four-story office building containing approximately
120,000 rentable square feet located on a 29.19 acre tract of land, which
includes a 11.84 acre improved tract of land and a 17.34 acre undeveloped tract
of land. The building is constructed using a steel frame with steel beams and a
reinforced concrete foundation. The exterior walls are made of primarily glass
and steel. The common area interior walls consist of textured and painted
sheetrock with wood accent and trim. In addition, the building has multiple
elevators and approximately 500 paved parking spaces.

The Lucent Building is located at 200 Lucent Lane in Regency Park
office park in the "Research Triangle" in Cary, North Carolina. The site is
approximately 10 miles west of downtown Raleigh and 15 miles south of
Raleigh-Durham International Airport. Cary is a growing commercial and
residential suburb of Raleigh. Some of Cary's major industries include computer
software and technology, pharmaceuticals and communications. Regency Park
contains tenants such as Hewlett-Packard, Nextel and Alltel and is located
approximately three miles from Interstate 40, one of the major east-west
highways in the United States.

The Lucent Lease. The entire 120,000 rentable square feet of the Lucent Building
----------------
is currently under a lease agreement with Lucent, which does not include the
17.34 acre undeveloped tract of land described above. The current term of the
lease is 10 years, which commenced on September 28, 2001, and expires on
September 30, 2011. Lucent has the right to extend the term of this lease for
three additional five-year periods at the then-current fair market rental rate,
upon 12 months prior written notice.

Lucent is traded on the New York Stock Exchange and has its corporate
headquarters in Murray Hill, New Jersey. Lucent designs, develops and
manufactures communications systems, software and other products. As of June 30,
2001, Lucent employed approximately 87,000 people and had offices or
distributors in over 65 countries. For fiscal year-ended September 30, 2000,
Lucent reported a net income of over $1.2 billion on total revenues of
approximately $34 billion and a net worth, as of September 30, 2000, of over $26
billion.

The base rent payable under the Lucent lease is as follows:

-----------------------------------------------------------
Lease Year        Anuual Rent       Monthly Rent
-----------------------------------------------------------
1                $1,800,000          $150,000
-----------------------------------------------------------
2                $1,854,000          $154,500
-----------------------------------------------------------
3                $1,909,620          $159,135
-----------------------------------------------------------
4                $1,966,908          $163,909
-----------------------------------------------------------
5                $2,025,915          $168,826
-----------------------------------------------------------
6                $2,086,693          $173,891
-----------------------------------------------------------
7                $2,149,294          $179,108
-----------------------------------------------------------
8                $2,213,773          $184,481
-----------------------------------------------------------
9                $2,280,186          $190,016
-----------------------------------------------------------
10               $2,348,592          $195,716
-----------------------------------------------------------

Pursuant to the Lucent lease, Lucent is required to pay all taxes
relating to the Lucent Building and all operating costs, including, but not
limited to, those associated with water, sewerage, gas, steam, electricity, air
conditioning, telephone, garbage removal, power and other utilities and services
used by Lucent. Lucent is also required to pay for all repair and maintenance
costs, including but not limited to, window cleaning, security personnel,
elevator maintenance, HVAC maintenance, janitorial service, waste recycling
service, and landscaping maintenance. Wells OP, as the landlord, will be
responsible for building repairs caused by fire or other insurable casualties.

11

Property Management Fees

Wells Management Company, Inc. (Wells Management), an affiliate of the
Wells REIT and our Advisor, has been retained to manage and lease the IKON
Buildings, the Nissan Building, the Ingram Micro Distribution Facility and the
Lucent Building. The Wells REIT shall pay management and leasing fees to Wells
Management in the amount of 4.5% of gross revenues from the IKON Buildings, the
Nissan Building, the Ingram Micro Distribution Facility and the Lucent Building,
subject to certain limitations.

Description of Properties - The Matsushita Building

The information contained on page 85 in the "Description of Properties
- The Matsushita Building" section of the prospectus is revised as of the date
of this supplement by the deletion of the first and fourth full paragraphs on
that page and the insertion of the following paragraphs in lieu thereof:

Wells OP and Matsushita Avionics Systems Corporation
(Matsushita Avionics) entered into a Second Amendment to Office Lease
(Amendment) relating to the two-story office building (Matsushita
Building) located in the City of Lake Forest, Orange County,
California. The Amendment confirms that the lease commencement date for
the Matsushita lease is January 4, 2000, and that the amount of
rentable square feet of the building is 144,906 square feet.

The Matsushita lease terminates on January 31, 2007.
Matsushita Avionics has the option to extend the lease for two
additional five-year periods of time at an annual rate equal to 95% of
the then-current fair market rental rate,. Wells OP and Matsushita
Avionics agreed that the total project cost for the construction of the
Matsushita Building upon which the base rent was calculated was
$18,431,206. The base rent payable for the remainder of the Matsushita
lease is as follows:

-----------------------------------------------------------
Lease Year           Annual Rent        Monthly Rent   
-----------------------------------------------------------
2/1/01-1/31/02       $1,888,834.60      $157,361.97    
-----------------------------------------------------------
2/1/02-1/31/04       $2,005,463.60      $167,121.97    
-----------------------------------------------------------
2/1/04-1/31/06       $2,122,583.60      $176,881.97    
-----------------------------------------------------------
2/1/06-1/31/07       $2,239,703.60      $186,641.97
-----------------------------------------------------------

Management's Discussion and Analysis of Financial Condition and Results of
Operation

The information contained on page 98 in the "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" section of the prospectus is revised as of the date of this
supplement by the deletion of the first two paragraphs of that section and the
insertion of the following paragraphs in lieu thereof:

We began active operations on June 5, 1998, when we received
and accepted subscriptions for 125,000 shares pursuant to our initial
public offering, which commenced on January 30, 1998. We terminated our
initial public offering on December 19, 1999. Of the $132,181,919
raised in the initial offering, we invested a total of $111,032,812 in
properties. On December 20, 1999, we commenced a second public offering
of up to 22,200,000 shares of common stock. We terminated our second
offering on December 19, 2000. Of the $175,229,193 raised in the second
offering, we invested a total of $147,192,522 in properties.

12

Pursuant to the prospectus, we commenced this third offering
of shares of our common stock on December 20, 2000. As of October 10,
2001, we had received an additional $330,794,345 in gross offering
proceeds from the sale of 33,079,435 shares in the third offering. As
of October 10, 2001, we had raised in the aggregate a total of
$638,205,457 in offering proceeds through the sale of 63,820,546 shares
of common stock. As of October 10, 2001, we had paid a total of
$22,194,260 in acquisition and advisory fees and acquisition expenses,
had paid a total of $77,857,869 in selling commissions and
organizational and offering expenses, had made capital contributions of
$523,731,851 to Wells OP for investments in joint ventures and
acquisitions of real property, had utilized $4,083,734 for the
redemption of stock pursuant to our share redemption program, and were
holding net offering proceeds of $10,337,743 available for investment
in additional properties.

Plan of Distribution

The information contained on page 155 in the "Plan of Distribution"
section of the prospectus is revised as of the date of this supplement by the
deletion of the sixth and seventh full paragraphs on that page and the insertion
of the following paragraphs in lieu thereof:

In connection with sales of certain minimum numbers of shares
to a "purchaser," as defined below, the registered representative and
the investor may agree to reduce the amount of selling commissions
payable with respect to such sales. Such reduction will be credited to
the investor by reducing the purchase price per share payable by the
investor. The following table illustrates the various discount levels
available:

Commissions on Sales
Purchase Price per        per Incremental Share
Number of      Incremental Share in    in Volume Discount Range
Shares Purchased   Volume Discount Range       Percent      Amount 
----------------   ---------------------       -------      ------
1 to   50,000            $10.00                7.0%        $0.70
50,001 to 100,000            $ 9.80                5.0%        $0.50
100,001 and Over             $ 9.60                3.0%        $0.30

For example, if an investor purchases 200,000 shares, he could
pay as little as $1,950,000 ($9.75 per share) rather than $2,000,000
for the shares, in which event the commission on the sale of such
shares would be $90,000 ($0.45 per share) and, after payment of the
dealer manager fee of $50,000 ($0.25 per share), we would receive net
proceeds of $1,810,000 ($9.05 per share). The net proceeds to the Wells
REIT will not be affected by volume discounts.

The information contained on page 157 in the "Plan of Distribution"
section of the prospectus is revised as of the date of this supplement by the
deletion of the second and third full paragraphs on that page and the insertion
of the following paragraphs in lieu thereof:

Investors may agree with the participating broker-dealer
selling them shares or with the Dealer Manager if no participating
broker-dealer is involved in the transaction to reduce the amount of
selling commissions payable to zero (i) in the event the investor has
engaged the services of a registered investment advisor with whom the
investor has agreed to pay a fee for investment advisory services, or
(ii) in the event the investor is investing in a bank trust account
with respect to which the investor has delegated the decision-making
authority for investments made in the account to a bank trust
department. The net proceeds to the Wells REIT will

13

not be affected by eliminating commissions payable in connection with
sales to investors purchasing through such registered investment
advisors or bank trust departments. All such sales must be made through
registered broker-dealers.

Neither the Dealer Manager nor its affiliates will directly or
indirectly compensate any person engaged as an investment advisor or a
bank trust department by a potential investor as an inducement for such
investment advisor or bank trust department to advise favorably for an
investment in the Wells REIT.

Financial Statements

The Statements of Revenues Over Certain Operating Expenses of the IKON
Buildings for the year ended December 31, 2000 and the Statements of Certain
Operating Expenses in Excess of Revenues of the Ingram Micro Distribution
Facility and Lucent Building for the year ended December 31, 2000, included in
this supplement and elsewhere in the registration statement, have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included in this supplement in reliance
upon the authority of said firm as experts in giving said reports.

The Statements of Revenues Over Certain Operating Expenses of the IKON
Buildings for the six months ended June 30, 2001 and the Statements of Certain
Operating Expenses in Excess of Revenues of the Ingram Micro Distribution
Facility and Lucent Building for the six months ended June 30, 2001, included in
this supplement and elsewhere in the registration statement, have not been
audited.

The Pro Forma Balance Sheet of the Wells REIT, as of June 30, 2001, the
Pro Forma Statement of Income for the six months ended June 30, 2001, and the
Pro Forma Statement of Income (loss) for the year ended December 31, 2000, which
are included in this supplement, have not been audited.

14

INDEX TO FINANCIAL STATEMENTS

IKON Buildings                                                                                   Page
----

Report of Independent Accountants                                                         16

Statements of Revenues Over Certain Operating Expenses                                    17
for the year ended December 31, 2000 (audited) and for the
six months ended June 30, 2001 (unaudited)

Notes to Statements of Revenues Over Certain Operating                                    18
Expenses for the year ended December 31, 2000 (audited) and
for the six months ended June 30, 2001 (unaudited)

Ingram Micro Distribution Facility

Report of Independent Accountants                                                         19

Statements of Certain Operating Expenses in Excess of Revenues                            20
for the year ended December 31, 2000 (audited) and for the
six months ended June 30, 2001 (unaudited)

Notes to Statements of Certain Operating Expenses in Excess of Revenues                   21
for the year ended December 31, 2000 (audited) and
for the six months ended June 30, 2001 (unaudited)

Lucent Building

Report of Independent Accountants                                                         22

Statements of Certain Operating Expenses in Excess of Revenues                            23
for the year ended December 31, 2000 (audited) and for the
six months ended June 30, 2001 (unaudited)

Notes to Statements of Certain Operating Expenses in Excess of                            24
Revenues for the year ended December 31, 2000 (audited) and
for the six months ended June 30, 2001 (unaudited)

Wells Real Estate Investment Trust, Inc.

Unaudited Pro Forma Financial Statements
---------------------------------------- 

Summary of Unaudited Pro Forma Financial Statements                                       25

Pro Forma Balance Sheet as of June 30, 2001                                               26

Pro Forma Statement of Income for the six months
ended June 30, 2001                                                                       28

Pro Forma Statement of Income (loss) for the year ended
December 31, 2000                                                                         29

15

[LOGO
ANDERSEN]

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the IKON BUILDINGS for the six months ended June 30, 2001 and the
year ended December 31, 2000. This financial statement is the responsibility of
management. Our responsibility is to express an opinion on this financial
statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the statement of revenues over
certain operating expenses is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statement of revenues over certain operating expenses. An audit also
includes assessing the accounting principles used and significant estimates made
by management as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the IKON
Buildings after acquisition by the Wells Operating Partnership, L.P., a
subsidiary of Wells Real Estate Investment Trust, Inc. The accompanying
statement of revenues over certain operating expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission and is not intended to be a complete presentation of the
IKON Buildings' revenues and expenses.

In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the IKON Buildings for the six months ended June 30, 2001 and the
year ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States.

/s/ Arthur Andersen LLP

Atlanta, Georgia
September 12, 2001

16

IKON BUILDINGS

STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE SIX MONTHS ENDED JUNE 30, 2001

AND THE YEAR ENDED DECEMBER 31, 2000

2001         2000
----------   ---------- 
(Unaudited)

RENTAL REVENUES                                         $1,034,675   $1,379,567

OPERATING EXPENSES, net of reimbursements                        0      115,276
----------   ---------- 
REVENUES OVER CERTAIN OPERATING EXPENSES                $1,034,675   $1,264,291
==========   ==========

The accompanying notes are an integral part of these statements. 

17

IKON BUILDINGS

NOTES TO STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE SIX MONTHS ENDED JUNE 30, 2001

AND THE YEAR ENDED DECEMBER 31, 2000

1.       ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On September 7, 2001, the Wells Operating Partnership, L.P. ("Wells
OP") acquired the IKON Buildings from SV Reserve, L.P. ("SV Reserve").
Wells OP is a Delaware limited partnership that was organized to own
and operate properties on behalf of Wells Real Estate Investment Trust,
Inc., a Maryland corporation. As the sole general partner of Wells OP,
Wells Real Estate Investment Trust, Inc. possesses full legal control
and authority over the operations of Wells OP.

IKON Office Solutions, Inc. ("IKON") currently occupies the entire
157,790 rentable square feet of the two single-story office buildings
comprising the IKON Buildings under a net lease agreement (the "IKON
Lease"). IKON is a public entity traded on the New York Stock Exchange.
SV Reserve's interest in the IKON Lease was assigned to Wells OP at the
closing. The initial term of the IKON Lease commenced on May 1, 2000
and expires on April 30, 2010. IKON has the right to extend the IKON
Lease for two additional periods of five years at a rate equal to the
then-current fair market rental rate. Under the IKON Lease, IKON is
required to pay, as additional monthly rent, all operating costs,
including but not limited to, water, power, heating, lighting, air
conditioning and ventilation, security fees, landscaping, window
cleaning, pest control, property management fees, taxes, assessments
and governmental levies, insurance, amortization (together with
reasonable financing charges) of capital items installed for the
purpose of reducing operating expenses, as well as the cost of all
supplies, wages and salaries incurred by the landlord in connection
with the operations and maintenance of the premises. Wells OP will be
responsible for all building repairs caused by fire, windstorm, or
other insurable casualty.

Rental Revenues

Rental income is recognized on a straight-line basis over the term of
the IKON Lease.

2.       Basis of Accounting

The accompanying statements of revenues over certain operating expenses
are presented on the accrual basis. These statements have been prepared
in accordance with the applicable rules and regulations of the
Securities and Exchange Commission for real estate properties acquired.
Accordingly, these statements exclude certain historical expenses, such
as depreciation, interest, and management fees. Therefore, these
statements are not comparable to the operations of the IKON Buildings
after acquisition by Wells OP.

18

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of certain operating expenses in
excess of revenues for the Ingram MICRO DISTRIBUTION FACILITY for the year ended
December 31, 2000. This financial statement is the responsibility of management.
Our responsibility is to express an opinion on this financial statement based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the statement of certain operating
expenses in excess of revenues is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of certain operating expenses in excess of
revenues. An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

As described in Note 2, this financial statement excludes certain expenses that
would be comparable with those resulting from the operations of the Ingram Micro
Distribution Facility after acquisition by Wells Operating Partnership, L.P., a
subsidiary of Wells Real Estate Investment Trust, Inc. The accompanying
statement of certain operating expenses in excess of revenues was prepared for
the purpose of complying with the rules and regulations of the Securities and
Exchange Commission and is not intended to be a complete presentation of the
Ingram Micro Distribution Facility's revenues and expenses.

In our opinion, the statement of certain operating expenses in excess of
revenues presents fairly, in all material respects, certain operating expenses
in excess of revenues for the Ingram Micro Distribution Facility for the year
ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States.

/s/ Arthur Andersen LLP

Atlanta, Georgia
October 5, 2001

19

INGRAM MICRO DISTRIBUTION FACILITY

STATEMENTS OF

CERTAIN OPERATING EXPENSES IN EXCESS OF REVENUES

FOR THE SIX MONTHS ENDED JUNE 30, 2001 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2000

(Unaudited)
2001            2000
---------      -----------
RENTAL REVENUES                                    $       0      $         0

OPERATING EXPENSES                                   945,910        2,083,598
---------      ----------- 
CERTAIN OPERATING EXPENSES IN EXCESS OF 
REVENUES                                        $(945,910)     $(2,083,598)
=========      =========== 

The accompanying notes are an integral part of these statements.

20

INGRAM MICRO DISTRIBUTION FACILITY

NOTES TO STATEMENTS OF

CERTAIN OPERATING EXPENSES IN EXCESS OF REVENUES

FOR THE SIX MONTHS ENDED JUNE 30, 2001 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2000

1.   Organization and significant accounting policies

Description of Real Estate Property Acquired

On September 27, 2001, Wells Operating Partnership, L.P. ("Wells OP")
acquired the Ingram Micro Distribution Facility from Ingram Micro, L.P.
("Ingram"). Wells OP is a Delaware limited partnership organized to own and
operate properties on behalf of Wells Real Estate Investment Trust, Inc., a
Maryland corporation. As the sole general partner of Wells OP, Wells Real
Estate Investment Trust, Inc. possesses full legal control and authority
over the operations of Wells OP.

Ingram currently occupies 100% of the Ingram Micro Distribution Facility
under a net lease agreement (the "Ingram Lease") with Wells OP. The Ingram
Micro Distribution Facility is a one-story industrial building comprised of
701,819 rentable square feet. Ingram Micro, Inc. is the guarantor of the
Ingram Lease and is a public entity traded on the New York Stock Exchange.
Prior to September 27, 2001, Ingram owned and occupied the entire Ingram
Micro Distribution Facility; therefore, no rental revenues were recognized
for the year ended December 31, 2000 or for the six months ended June 30,
2001. The initial term of the Ingram Lease commenced on September 27, 2001
and expires on September 30, 2011. Ingram has the right to extend the
Ingram Lease for two additional periods of ten years at an annual rate
equal to the greater of (i) 95% of the then-current fair market rental
rate, or (ii) the annual rental payment effective for the final year of the
term immediately prior to such extension. Annual rent, as determined for
each extended term, shall also be increased by 15% beginning in the 61st
month of each extended term. Under the Ingram Lease, Ingram is required to
pay, as additional monthly rent, all operating costs, including but not
limited to insurance costs, utilities, taxes, assessments, water and sewer
charges, license and permit fees. Ingram is also responsible for
maintenance of the premises, including without limitation the adjoining
sidewalks and curbs, roof, generators and all operational building systems.

2.   Basis of Accounting

The accompanying statements of certain operating expenses in excess of
revenues are presented on the accrual basis. These statements have been
prepared in accordance with the applicable rules and regulations of the
Securities and Exchange Commission for real estate properties acquired.
Accordingly, these statements exclude certain historical expenses such as
depreciation, interest, and management fees. Therefore, these statements
are not comparable to the operations of the Ingram Micro Distribution
Facility after acquisition by Wells OP.

21

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of certain operating expenses in
excess of revenues of the Lucent BUILDING for the year ended December 31, 2000.
This financial statement is the responsibility of management. Our responsibility
is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the statement of certain operating
expenses in excess of revenues is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of certain operating expenses in excess of
revenues. An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

As described in Note 2, this financial statement excludes certain expenses that
would be comparable with those resulting from the operations of the Lucent
Building after acquisition by Wells Operating Partnership, L.P., a subsidiary of
Wells Real Estate Investment Trust, Inc. The accompanying statement of certain
operating expenses in excess of revenues was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and is not intended to be a complete presentation of the Lucent
Building's revenues and expenses.

In our opinion, the statement of certain operating expenses in excess of
revenues presents fairly, in all material respects, certain operating expenses
in excess of revenues for the Lucent Building for the year ended December 31,
2000 in conformity with accounting principles generally accepted in the United
States.

/s/ Arthur Andersen LLP

Atlanta, Georgia
October 5, 2001

22

LUCENT BUILDING

STATEMENTS OF

CERTAIN OPERATING EXPENSES IN EXCESS OF REVENUES

FOR THE SIX MONTHS ENDED JUNE 30, 2001 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2000

(Unaudited)
2001        2000
-----------  --------- 

RENTAL REVENUES                                          $       0   $       0

OPERATING EXPENSES                                         246,503     465,726
----------   --------- 
CERTAIN OPERATING EXPENSES IN EXCESS OF REVENUES         $(246,503)  $(465,726)
==========   ========= 

The accompanying notes are an integral part of these statements.

23

LUCENT BUILDING

NOTES TO STATEMENTS OF

CERTAIN OPERATING EXPENSES IN EXCESS OF REVENUES

FOR THE SIX MONTHS ENDED JUNE 30, 2001 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2000

1.   Organization and Significant Accounting Policies

Description of Real Estate Property Acquired

On September 28, 2001, Wells Operating Partnership, L.P. ("Wells OP")
acquired the Lucent Building from Lucent Technologies, Inc. ("Lucent").
Wells OP is a Delaware limited partnership organized to own and operate
properties on behalf of Wells Real Estate Investment Trust, Inc., a
Maryland corporation. As the sole general partner of Wells OP, Wells Real
Estate Investment Trust, Inc. possesses full legal control and authority
over the operations of Wells OP.

Lucent currently occupies 100% of the Lucent Building under a net lease
agreement (the "Lucent Lease") with Wells OP. The Lucent Building is a 
four-story office building comprised of 120,000 rentable square feet.
Lucent is a public entity traded on the New York Stock Exchange. Prior to
September 28, 2001, Lucent owned and occupied the entire rentable square
feet of the Lucent Building; therefore, no rental revenues were recognized
for the year ended December 31, 2000 or for the six months ended June 30,
2001. The initial term of the Lucent Lease commenced on September 28, 2001
and expires on September 30, 2011. Lucent has the right to extend the
Lucent Lease for three additional periods of five years at a rate equal to
the then-current fair market rental rate. Under the Lucent Lease, Lucent is
required to pay, as additional monthly rent, all operating costs including
but not limited to electricity, gas, steam, water, sanitation, air
conditioning, as well as other fuel and utilities for the property. Lucent
is also responsible for maintaining all service and maintenance agreements
for the building and equipment contained therein, including but not limited
to window cleaning, security, elevator and HVAC maintenance, and janitorial
and landscaping services. Wells OP will be responsible for all building
repairs caused by fire or other insurable casualties.

2.   Basis of Accounting

The accompanying statements of certain operating expenses in excess of
revenues are presented on the accrual basis. These statements have been
prepared in accordance with the applicable rules and regulations of the
Securities and Exchange Commission for real estate properties acquired.
Accordingly, these statements exclude certain historical expenses such as
depreciation, interest, and management fees. Therefore, these statements
are not comparable to the operations of the Lucent Building after
acquisition by Wells OP.

24

WELLS REAL ESTATE INVESTMENT TRUST, INC.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

JUNE 30, 2001

The following unaudited pro forma balance sheet as of June 30, 2001 has been
prepared to give effect to the acquisition of the AmeriCredit Building by Wells
XIII-REIT Joint Venture (a joint venture partnership between Wells Real Estate
Fund XIII, L.P. and Wells Operating Partnership, L.P. ["Wells OP"]), the
acquisitions of the State Street Bank Building, and the IKON Buildings by Wells
OP (collectively, the "Prior Acquisitions"), and the Ingram Micro Distribution
Facility, the Lucent Building and the Nissan Property acquired by Wells OP as if
each acquisition occurred on June 30, 2001. The Comdata Building was acquired by
Wells XII-REIT Joint Venture (a joint venture partnership between Wells Real
Estate Fund XII, L.P. and Wells OP) on May 15, 2001.

The following unaudited pro forma statement of income for the six months ended
June 30, 2001 has been prepared to give effect to the acquisitions of the
Comdata Building, the AmeriCredit Building, the State Street Bank Building, the
IKON Buildings, the Ingram Micro Distribution Facility, the Lucent Building, and
the Nissan Property as if the acquisitions occurred on January 1, 2001. The
following unaudited pro forma statement of income (loss) for the year ended
December 31, 2000 has been prepared to give effect to the acquisitions of the
Comdata Building, the State Street Bank Building, the IKON Buildings, the Ingram
Micro Distribution Facility, and the Lucent Building as if the acquisitions
occurred on January 1, 2000. The AmeriCredit Building had no operations during
2000. The Nissan Property had no operations during 2001 or 2000.

Wells OP is a Delaware limited partnership organized to own and operate
properties on behalf of Wells Real Estate Investment Trust, Inc., a Maryland
corporation. As the sole general partner of Wells OP, Wells Real Estate
Investment Trust, Inc. possesses full legal control and authority over the
operations of Wells OP. Accordingly, the accounts of Wells OP are consolidated
with the accompanying pro forma financial statements of Wells Real Estate
Investment Trust, Inc.

These unaudited pro forma financial statements are prepared for informational
purposes only and are not necessarily indicative of future results or of actual
results that would have been achieved had the acquisitions of the Comdata
Building, the AmeriCredit Building, the State Street Bank Building, the IKON
Buildings, the Ingram Micro Distribution Facility, the Lucent Building and the
Nissan Property been consummated at the beginning of the periods presented.

As of June 30, 2001, the date of the accompanying pro forma balance sheet, Wells
OP held cash of $6,074,926. The additional cash used to purchase the State
Street Bank Building, the IKON Buildings, the Ingram Micro Distribution
Facility, the Lucent Building and the Nissan Property, including deferred
project costs paid to Wells Capital, Inc. (an affiliate of Wells OP), was raised
through the issuance of additional shares by Wells Real Estate Investment Trust,
Inc. subsequent to June 30, 2001. This balance is reflected as purchase
consideration payable in the accompanying pro forma balance sheet.

25

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA BALANCE SHEET

JUNE 30, 2001
(Unaudited)

ASSETS

Pro Forma Adjustments                             
----------------------------------------------------------------------------- 
Wells       
Real Estate                     Ingram Micro                                   
Investment          Prior       Distribution       Lucent          Nissan        Pro Forma
Trust, Inc.     Acquisitions      Facility        Building        Property         Total
-------------   --------------  --------------  --------------  --------------  ------------- 

REAL ESTATE ASSETS, at cost:                      
Land                            $  47,256,748   $13,335,000(a)      320,000(a)  $ 2,850,000(a)  $ 5,498,162(a)  $  70,176,708
555,625(b)       13,333(b)      118,750(b)      229,090(b)
Buildings, less accumulated
depreciation of $15,863,470     285,964,597    57,206,623(a)   20,785,184(a)   14,850,282(a)            0       382,675,107
2,383,609(b)      866,050(b)      618,762(b)            0
Construction in progress            7,143,876             0               0               0               0         7,143,876
-------------   --------------  --------------  --------------  --------------  ------------- 
Total real estate 
assets                340,365,221    73,480,857      21,984,567      18,437,794       5,727,252       459,995,691

CASH AND CASH EQUIVALENTS             6,074,926    (5,924,926)(a)           0               0               0                 0
(150,000)(c)

INVESTMENT IN BONDS                           0             0      22,000,000(f)            0               0        22,000,000

INVESTMENT IN JOINT VENTURES         60,261,895    11,343,750(d)            0               0               0        71,605,645

ACCOUNTS RECEIVABLE                   4,661,279             0               0               0               0         4,661,279

DEFERRED LEASE ACQUISITION                                                                                                       
COSTS                               1,738,658             0               0               0               0         1,738,658

DEFERRED PROJECT COSTS                    3,849        (3,849)(e)           0               0               0                 0

DEFERRED OFFERING COSTS                 731,574             0               0               0               0           731,574

DUE FROM AFFILIATES                   1,242,469             0               0               0               0         1,242,469

PREPAID EXPENSES AND OTHER                                                                                                       
ASSETS                              1,558,395             0               0               0               0         1,558,395
-------------   --------------  --------------  --------------  --------------  ------------- 
Total assets            $ 416,638,266   $78,745,832     $43,984,567     $18,437,794     $ 5,727,252     $ 563,533,711
=============   ==============  ==============  ==============  ==============  ============= 

26

LIABILITIES AND SHAREHOLDERS' EQUITY                     

Pro Forma Adjustments                             
----------------------------------------------------------------------------- 
Wells       
Real Estate                     Ingram Micro                                   
Investment          Prior       Distribution       Lucent          Nissan        Pro Forma
Trust, Inc.     Acquisitions      Facility        Building        Property         Total
-------------   --------------  --------------  --------------  --------------  ------------- 

LIABILITIES:
Accounts payable and accrued   
expenses                      $   2,592,211   $         0     $         0     $         0     $         0     $   2,592,211
Notes payable                      10,298,850    48,300,000(a)    8,850,000(a)   12,800,000(a)    5,498,162(a)    118,487,012
10,740,000(c)   22,000,000(g)
Dividends payable                   1,071,657             0               0               0               0         1,071,657
Due to affiliate                    1,508,539     2,939,234(b)      879,383(b)      737,512(b)      229,090(b)      6,743,659
449,901(e)
Purchase consideration payable              0    16,316,697(a)   12,255,184(a)    4,900,282(a)            0        33,472,163
Deferred rental income                 95,418             0               0               0               0            95,418
-------------   --------------  --------------  --------------  --------------  ------------- 
Total liabilities          15,566,675    78,745,832      43,984,567      18,437,794       5,727,252       162,462,120
-------------   --------------  --------------  --------------  --------------  ------------- 
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST OF UNIT HOLDER 
IN OPERATING PARTNERSHIP              200,000             0               0               0               0           200,000
-------------   --------------  --------------  --------------  --------------  ------------- 
SHAREHOLDERS' EQUITY:
Common shares, $.01 par
value; 125,000,000 shares 
authorized, 47,770,468 shares
issued and 47,489,415 shares 
outstanding                         477,705             0               0               0               0           477,705
Additional paid-in capital        403,204,416             0               0               0               0       403,204,416
Treasury stock, at cost,                                                                                          
281,053 shares                   (2,810,530)            0               0               0               0        (2,810,530)
-------------   --------------  --------------  --------------  --------------  ------------- 
Total shareholders'                                                                                        
equity                400,871,591             0               0               0               0       400,871,591
-------------   --------------  --------------  --------------  --------------  ------------- 
Total liabilities and                                                                                                 
shareholders'                                                                                                     
equity              $ 416,638,266   $78,745,832     $43,984,567     $18,437,794     $ 5,727,252     $ 563,533,711
=============   ==============  ==============  ==============  ==============  =============

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s purchase price for
the land and the building.

(b)  Reflects deferred project costs applied to the land and building at
approximately 4.17% of the purchase price.

(c)  Reflects Wells Real Estate Investment Trust, Inc.'s portion of the
purchase price.

(d)  Reflects Wells Real Estate Investment Trust, Inc.'s contribution to
the Wells XIII-REIT Joint Venture.

(e)  Reflects deferred project costs contributed to the Wells XIII-REIT
Joint Venture at approximately 4.17% of the purchase price.

(f)  Represents investments in bonds for which 100% of the principal
balance becomes payable on December 31, 2026.

(g)  Represents mortgage note secured by the Deed of Trust to the Ingram
Micro Distribution Facility for which 100% of the principal balance
becomes payable on December 31, 2026.

27

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2001

(Unaudited)

Wells       
Real Estate                     Ingram Micro                                   
Investment          Prior       Distribution       Lucent        Pro Forma
Trust, Inc.     Acquisitions      Facility        Building         Total
-------------   --------------  --------------  --------------  ------------

REVENUES:                        
Rental income                           $  19,711,252   $ 4,652,363(a)  $ 1,094,230(a)  $ 1,031,749(a)   $26,489,594
Equity in income (loss) of joint 
ventures                                   1,519,194       513,944(b)            0               0        1,934,514
(98,624)(c)
Interest income                               193,007      (193,007)(d)     880,000(j)            0          880,000
-------------   --------------  --------------  --------------  ------------ 
21,423,453     4,874,676       1,974,230       1,031,749       29,304,108
-------------   --------------  --------------  --------------  ------------ 
EXPENSES:                        
Depreciation and amortization               6,685,716     1,191,805(e)      433,025(e)      309,381(e)     8,619,927
Interest                                    2,809,373       379,761(f)      287,714(k)      416,128(m)     6,692,366
1,919,390(g)      880,000(l)
Operating costs, net of 
reimbursements                             1,736,928       666,818(h)            0(h)            0(h)     2,403,746
Management and leasing fees                 1,117,902       209,356(i)       49,240(i)       46,429(i)     1,422,927
General and administrative                    635,632             0               0               0          635,632
Legal and accounting                          117,331             0               0               0          117,331
Computer costs                                  6,328             0               0               0            6,328
-------------   --------------  --------------  --------------  ------------ 
13,109,210     4,367,130       1,659,979         771,938       19,898,257
-------------   --------------  --------------  --------------  ------------ 
NET INCOME                                $   8,314,243   $   507,546     $   324,251     $   259,811      $ 9,405,851
=============   ==============  ==============  ==============  ============  

EARNINGS PER SHARE, basic and diluted     $        0.22                                                    $      0.25
=============                                                   ============   

WEIGHTED AVERAGE SHARES, basic and                                                                                            
diluted                                    37,792,014                                                     37,792,014
=============                                                   ============   

(a)    Rental income is recognized on a straight-line basis.

(b)    Reflects Wells Real Estate Investment Trust, Inc.'s equity in the income 
of Wells XII-REIT Joint Venture related to the Comdata Building from 
January 1, 2001 through May 14, 2001. The pro forma adjustment results 
from rental revenues less operating expenses, management fees, and 
depreciation.

(c)    Reflects Wells Real Estate Investment Trust, Inc.'s equity in the loss of
Wells XIII-REIT Joint Venture related to the AmeriCredit Building. The
pro forma adjustment results from rental revenues less operating
expenses, management fees, and depreciation.

(d)    Represents forgone interest income related to cash utilized to purchase
the Comdata Building, the AmeriCredit Building, and the State Street Bank
Building.

(e)    Depreciation expense on the buildings is recognized using the straight-
line method and a 25-year life.

(f)    Represents interest expense on the $15,575,863 drawn on Wells Real Estate
Investment Trust, Inc.'s revolving credit agreement with Bank of America,
N.A., which bears interest at approximately 6.5% per annum from
January 1, 2001 through May 14, 2001.

(g)    Represents interest expense on the $59,040,000 of notes payable to Bank
of America, N.A., which bear interest at approximately 6.5% per annum for
the six months ended June 30, 2001.

(h)    Consists of nonreimbursable operating expenses.

(i)    Management and leasing fees are calculated at 4.5% of rental income.

(j)    Represents interest income on the $22,000,000 investment in bonds due
from the Industrial Development Authority, which earns interest at 8% per
annum.

(k)    Represents interest expense on the $8,850,000 drawn on Wells Real Estate
Investment Trust, Inc.'s revolving credit agreement with Bank of America,
N.A., which bears interest at approximately 6.5% per annum for the six
months ended June 30, 2001.

(l)    Represents interest expense on the $22,000,000 mortgage note payable to
the Industrial Development Authority, which bears interest at 8% per
annum.

(m)    Represents interest expense on the $12,800,000 drawn on Wells Real Estate
Investment Trust, Inc.'s revolving credit agreement Bank of America,
N.A., which bears interest at approximately 6.5% per annum for the six
months ended June 30, 2001.

28

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2000

(Unaudited)

Wells       
Real Estate                     Ingram Micro                                   
Investment          Prior       Distribution       Lucent        Pro Forma
Trust, Inc.     Acquisitions      Facility        Building         Total
-------------   --------------  --------------  --------------  ------------ 

REVENUES:
Rental income                           $  20,505,000   $ 4,320,921(a)  $ 2,188,461(a)  $ 2,063,498(a)   $29,077,880
Equity in income of joint                                                                                             
ventures                                  2,293,873       930,181(b)            0               0        3,224,054
Interest income                               520,924      (520,924)(c)   1,760,000(i)            0        1,760,000
Other income                                   53,409             0               0               0           53,409
-------------   --------------  --------------  --------------  ------------ 
23,373,206     4,730,178       3,948,461       2,063,498       34,115,343
-------------   --------------  --------------  --------------  ------------ 
EXPENSES:
Depreciation and amortization               7,743,551     2,383,609(d)      866,049(d)      618,762(d)    11,611,971
Interest                                    4,199,461     1,284,495(e)      729,833(j)    1,055,578(l)    13,012,523
3,983,156(f)    1,760,000(k)
Operating costs, net of                                                                                                    
reimbursements                              888,091       553,347(g)            0(g)            0(g)     1,441,438
Management and leasing fees                 1,309,974       194,442(h)       98,481(h)       92,857(h)     1,695,754
General and administrative                    426,680             0               0               0          426,680
Legal and accounting                          240,209             0               0               0          240,209
Computer costs                                 12,273             0               0               0           12,273
-------------   --------------  --------------  --------------  ------------ 
14,820,239     8,399,049       3,454,363       1,767,197       28,440,848
-------------   --------------  --------------  --------------  ------------ 
NET INCOME (LOSS)                         $   8,552,967   $(3,668,871)    $   494,098     $   296,301      $ 5,674,495
=============   ==============  ==============  ==============  ============

EARNINGS PER SHARE, basic and diluted     $        0.40                                                    $      0.27
=============                                                   ============ 

WEIGHTED AVERAGE SHARES, basic                                                                                           
and diluted                                21,382,418                                                     21,382,418
=============                                                   ============ 

(a)  Rental income is recognized on a straight-line basis.

(b)  Reflects Wells Real Estate Investment Trust, Inc.'s equity in income of
Wells XII-REIT Joint Venture related to the Comdata Building. The pro forma
adjustment results from rental revenues less operating expenses, management
fees, and depreciation.

(c)  Represents forgone interest income related to cash utilized to purchase the
Comdata Building and the State Street Bank Building.

(d)  Depreciation expense on the buildings is recognized using the straight-line
method and a 25-year life.

(e)  Represents interest expense incurred on the $15,575,863 drawn on Wells Real
Estate Investment Trust, Inc.'s revolving credit agreement with Bank of
America, N.A., which bears interest at approximately 8.3% for the year
ended December 31, 2000.

(f)  Represents interest expense on the $48,300,000 of notes payable to Bank of
America, N.A., which bear interest at approximately 8.3% for the year ended
December 31, 2000.

(g)  Consists of nonreimbursable operating expenses.

(h)  Management and leasing fees are calculated at 4.5% of rental income.

(i)  Represents interest income on the $22,000,000 investment in bonds due from
the Industrial Development Authority, which earns interest at 8%.

(j)  Represents interest expense on the $8,850,000 drawn on Wells Real Estate
Investment Trust, Inc.'s revolving credit agreement with Bank of America,
N.A., which bears interest at approximately 8.3% for the six months ended
June 30, 2001.

(k)  Represents interest expense on the $22,000,000 mortgage note payable to the
Industrial Development Authority, which bears interest at 8%.

(l)  Represents interest expense on the $12,800,000 drawn on Wells Real Estate
Investment Trust, Inc.'s revolving credit agreement with Bank of America,
N.A., which bears interest at approximately 8.3% for the year ended
December 31, 2000.

29

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Items 31 through 35 and Item 37 of Part II are incorporated by reference to the
Registrant's Registration Statement, as amended to date, Commission File No.
333-44900

Item 36        Financial Statements and Exhibits

(a)  Financial Statements:
--------------------

The following financial statements of the Registrant are
filed as part of this Registration Statement and included in
the Prospectus:

Audited Financial Statements
----------------------------

(1)  Report of Independent Public Accountants,
(2)  Consolidated Balance Sheets as of December 31,
1999 and December 31, 1998,
(3)  Consolidated Statements of Income for the years
ended December 31, 1999 and 1998,
(4)  Consolidated Statements of Stockholders' Equity
for the years ended December 31, 1999 and 1998,
(5)  Consolidated Statements of Cash Flows for the
years ended December 31, 1999 and 1998, and
(6)  Notes to Consolidated Financial Statements.

Unaudited Financial Statements
------------------------------

(1)  Balance Sheets as of September 30, 2000 and
December 31, 1999,
(2)  Statements of Income for the three months and nine
months ended September 30, 2000 and 1999,
(3)  Statements of Shareholders' Equity for the year
ended December 31, 1999 and the nine months ended
September 30, 2000,
(4)  Statements of Cash Flows for the nine months ended
September 30, 2000 and 1999, and
(5)  Condensed Notes to Financial Statements.

The following financial statements relating to the
acquisition of the Dial Building are filed as part of this
Registration Statement and are included in the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999, and
(3)  Notes to Statement of Revenues Over Certain
Operating Expenses for the year ended December 31,
1999.

II-1

The following financial statements relating to the
acquisition of the ASML Building are filed as part of this
Registration Statement and are included in the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999, and
(3)  Notes to Statement of Revenues Over Certain
Operating Expenses for the year ended December 31,
1999.

The following financial statements relating to the
acquisition of the Motorola Tempe Building are filed as part
of this Registration Statement and are included in the
Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999, and
(3)  Notes to Statement of Revenues Over Certain
Operating Expenses for the year ended December 31,
1999.

The following financial statements relating to the
acquisition of the Motorola Plainfield Building are filed as
part of this Registration Statement and are included in the
Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999
(audited) and the nine months ended September 30,
2000 (unaudited), and
(3)  Notes to Statement of Revenues Over Certain
Operating Expenses for the year ended December 31,
1999 (audited), and the nine months ended
September 30, 2000 (unaudited).

The following unaudited pro forma financial statements of
the Registrant are filed as part of this Registration
Statement and are included in the Prospectus:

(1)  Summary of Unaudited Pro Forma Financial
Statements,
(2)  Pro Forma Balance Sheet as of September 30, 2000,
(3)  Pro Forma Statement of Income for the year ended
December 31, 1999, and 
(4)  Pro Forma Statement of Income for the nine months
ended September 30, 2000.

The following financial statements relating to the
acquisition of the Stone & Webster Building are filed as
part of this Registration Statement and included in
Supplement No. 1 to the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statements of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999
(audited) and the nine months ended September 30,
2000 (unaudited), and
(3)  Notes to Statements of Revenues Over Certain
Operating Expenses for the year ended December 31,
1999 (audited) 

II-2

and the nine months ended September 30, 2000
(unaudited).

The following financial statements relating to the
acquisition of the AT&T Call Center Buildings are filed as
part of this Registration Statement and included in
Supplement No. 1 to the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statements of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999
(audited) and the nine months ended September 30,
2000 (unaudited), and
(3)  Notes to Statements of Revenues Over Certain
Operating Expenses for the year ended December 31,
1999 (audited) and the nine months ended September
30, 2000 (unaudited).

The following unaudited pro forma financial statements of
the Registrant are filed as part of this Registration
Statement and included in Supplement No. 1 to the
Prospectus:

(1)  Summary of Unaudited Pro Forma Financial
Statements,
(2)  Pro Forma Balance Sheet as of September 30, 2000,
(3)  Pro Forma Statements of Income (Loss) for the year
ended December 31, 1999, and
(4)  Pro Forma Statements of Income for the nine months
ended September 30, 2000.

The following financial statements of the Registrant are
filed as part of this Registration Statement and included in
Supplement No. 2 to the Prospectus:

Audited Financial Statements
----------------------------

(1)  Report of Independent Public Accountants,
(2)  Consolidated Balance Sheets as of December 31,
2000 and December 31, 1999,
(3)  Consolidated Statements of Income for the years
ended December 31, 2000, 1999 and 1998,
(4)  Consolidated Statements of Stockholders' Equity
for the years ended December, 31, 2000, 1999 and
1998,
(5)  Consolidated Statements of Cash Flows for the
years ended December 31, 2000, 1999 and 1998, and
(6)  Notes to Consolidated Financial Statements.

The following financial statements relating to the
acquisition of the Comdata Building are filed as part of
this Registration Statement and included in Supplement No. 3
to the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statements of Revenues Over Certain Operating
Expenses for the year ended December 31, 2000
(audited) and the three months ended March 31,
2001 (unaudited), and
(3)  Notes to Statements of Revenues Over Certain
Operating Expenses for the year ended December 31,
2000 (audited) and the three months ended March
31, 2001 (unaudited).

II-3

The following unaudited pro forma financial statements of
the Registrant are filed as part of this Registration
Statement and included in Supplement No. 3 to the
Prospectus:

(1)  Summary of Unaudited Pro Forma Financial
Statements,
(2)  Pro Forma Balance Sheet as of March 31, 2001,
(3)  Pro Forma Statement of Income for the three months
ended March 31, 2001, and
(4)  Pro Forma Statement of Income for the year ended
December 31, 2000.

The following financial statements relating to the
acquisition of the State Street Building are filed as part
of this Registration Statement and included in Supplement
No. 4 to the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statements of Revenues Over Certain Operating
Expenses for the year ended December 31, 2000
(audited) and the six months ended June 30, 2001
(unaudited), and
(3)  Notes to Statements of Revenues Over Certain
Operating Expenses for the year ended December 31,
2000 (audited) and the six months ended June 30,
2001 (unaudited).

The following unaudited pro forma financial statements of
the Registrant are filed as part of this Registration
Statement and included in Supplement No. 4 to the
Prospectus:

(1)  Summary of Unaudited Pro Forma Financial
Statements,
(2)  Pro Forma Balance Sheet as of June 30, 2001,
(3)  Pro Forma Statement of Income for the three months
ended June 30, 2001, and
(4)  Pro Forma Statement of Income for the year ended
June 30, 2000.

The following financial statements relating to the
acquisition of the IKON Buildings are filed as part of this
Registration Statement and included in Supplement No. 5 to
the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statements of Revenues Over Certain Operating
Expenses for the year ended December 31, 2000
(audited) and the six months ended June 30, 2001
(unaudited), and
(3)  Notes to Statements of Revenues Over Certain
Operating Expenses for the year ended December 31,
2000 (audited) and the six months ended June 30,
2001 (unaudited).

The following financial statements relating to the
acquisition of the Ingram Micro Distribution Facility are
filed as part of this Registration Statement and included in
Supplement No. 5 to the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statements of Certain Operating Expenses in Excess
of Revenues for the year ended December 31, 2000
(audited) and the six months ended June 30, 2001
(unaudited), and

II-4

(3)  Notes to Statements of Certain Operating Expenses
in Excess of Revenues for the year ended December
31, 2000 (audited) and the six months ended June
30, 2001 (unaudited).

The following financial statements relating to the
acquisition of the Lucent Building are filed as part of this
Registration Statement and included in Supplement No. 5 to
the Prospectus:

(1)  Report of Independent Public Accountants,
(2)  Statements of Certain Operating Expenses in Excess
of Revenues for the year ended December 31, 2000
(audited) and the six months ended June 30, 2001
(unaudited), and
(3)  Notes to Statements of Certain Operating Expenses
in Excess of Revenues for the year ended December
31, 2000 (audited) and the six months ended June
30, 2001 (unaudited).

The following unaudited pro forma financial statements of
the Registrant are filed as part of this Registration
Statement and included in Supplement No. 5 to the
Prospectus:

(1)  Summary of Unaudited Pro Forma Financial
Statements,
(2)  Pro Forma Balance Sheet as of June 30, 2001,
(3)  Pro Forma Statement of Income for the six months
ended June 30, 2001, and
(4)  Pro Forma Statement of Income (Loss) for the year
ended December 31, 2000.

(b)  Exhibits (See Exhibit Index):
----------------------------

Exhibit No.       Description
-----------       -----------

1.1               Form of Dealer Manager Agreement (previously filed in and
incorporated by reference to Amendment No. 1 to Registrant's
Registration Statement on Form S-11, Commission File No.
333-44900, filed on December 1, 2000)

1.2               Form of Warrant Purchase Agreement (previously  filed in and  
incorporated by reference to Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed
on August 31, 2000)

3.1               Amended and Restated Articles of Incorporation (previously
filed in and incorporated by reference to Registrant's
Registration Statement on Form S-11, Commission File No.
333-44900, filed on August 31, 2000)

3.2               Form of Bylaws (previously filed in and incorporated by 
reference to Amendment No. 4 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed
on January 23, 1998)

3.3               Amendment No. 1 to Bylaws (previously filed in and 
incorporated by reference to Post-Effective Amendment No. 5 to
the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on April 15, 1999)

4.1               Form of Subscription Agreement and Subscription Agreement 
Signature Page (included as Exhibit A to Prospectus)

II-5

5.1            Opinion of Holland & Knight LLP as to legality of securities
(previously filed in and incorporated by reference to Amendment
No. 1 to Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 1, 2000)

8.1            Opinion of Holland & Knight LLP as to tax matters (previously
filed in and incorporated by reference to Amendment No. 1 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on December 1, 2000)

8.2            Opinion of Holland & Knight LLP as to ERISA matters (previously
filed in and incorporated by reference to Amendment No. 1 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on December 1, 2000)

10.1           Agreement of Limited Partnership of Wells Operating Partnership,
L.P. (previously filed in and incorporated by reference to
Amendment No. 4 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-32099, filed on January 23,
1998)

10.2           Advisory Agreement dated January 30, 2001 (previously filed in
and incorporated by reference to Post-Effective Amendment No. 1
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on February 9, 2001)

10.3           Amended and Restated Property Management and Leasing Agreement
among Registrant, Wells Operating Partnership, L.P. and Wells
Management Company, Inc. (previously filed in and incorporated by
reference to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on December 18, 2000)

10.4           Amended and Restated Joint Venture Agreement of The Fund IX, Fund
X, Fund XI and REIT Joint Venture (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on July 9, 1998)

10.5           Lease Agreement for the Alstom Power Knoxville Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
July 9, 1998)

10.6           Net Lease Agreement for the Avaya Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 2
of the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on July 9, 1998)

10.7           First Amendment to Net Lease Agreement for the Avaya Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
July 9, 1998)

10.8           Lease Agreement for the Iomega Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 3 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on August 14, 1998)

10.9           Joint Venture Agreement of Wells/Fremont Associates (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 3 of the Registrant's Registration Statement on
Form S-11, Commission File No. 333-32099, filed on August 14,
1998)

10.10          Lease Agreement for the Fairchild Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 3
of the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on August 14, 1998)

II-6

10.11          Joint Venture Agreement of Wells/Orange County Associates
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 3 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
August 14, 1998)

10.12          Lease for the PwC Building (previously filed in and incorporated
by reference to Post-Effective Amendment No. 4 of the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-32099, filed on January 15, 1999)

10.13          Amended and Restated Promissory Note for $15,500,000 for the
SouthTrust Loan (previously filed in and incorporated by
reference to Post-Effective Amendment No. 4 of the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
32099, filed on January 15, 1999)

10.14          Amendment No. 1 to Mortgage and Security Agreement and other Loan
Documents for the PwC Building securing the SouthTrust Loan
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 4 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
January 15, 1999)

10.15          Build-To-Suit Office Lease Agreement for the AT&T Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 5 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
April 15, 1999)

10.16          Amendment No. 1 to Build-To-Suit Office Lease Agreement for the
AT&T Building (previously filed in and incorporated by reference
to Post-Effective Amendment No. 5 of the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
32099, filed on April 15, 1999).

10.17          Amendment No. 2 to Build-To-Suit Office Lease Agreement for the
AT&T Building (previously filed in and incorporated by reference
to Post-Effective Amendment No. 5 of the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
32099, filed on April 15, 1999)

10.18          Build-To-Suit Office Lease Agreement Guaranty Payment and
Performance for the AT&T Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 5 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on April 15, 1999)

10.19          Rental Income Guaranty Agreement relating to the Quest Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 5 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
April 15, 1999)

10.20          Office Lease for the Matsushita Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 5 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on April 15, 1999)

10.21          Guaranty of Lease for the Matsushita Building (previously filed
in and incorporated by reference to Post-Effective Amendment No.
5 of the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on April 15, 1999)

10.22          Fifth Amendment to Lease for the Johnson Matthey Building
(previously filed as Exhibit 10.7 and incorporated by reference
to Post-Effective Amendment No. 1 to the Registration Statement
of Wells Real Estate Fund XII, L.P. on Form S-11, Commission File
No. 33-66657, filed on September 1, 1999)

10.23          Lease Agreement for the Gartner Building (previously filed in and
incorporated by 

II-7

reference to Post-Effective Amendment No. 7 to Registrant's
Registration Statement on Form S-11, Commission File No. 333-
32099, filed on October 14, 1999)

10.24          Lease Agreement for the Alstom Power Richmond Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 7 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-32099, filed on October 14,
1999)

10.25          Second Amendment to Lease Agreement for the Alstom Power Richmond
Building (previously filed in and incorporated by reference to
Amendment No. 1 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-83933, filed on November 17,
1999)

10.26          Amended and Restated Joint Venture Partnership Agreement of The
Wells Fund XI-Fund XII - REIT Joint Venture (previously filed in
and incorporated by reference to Amendment No. 1 to the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on November 17, 1999)

10.27          Lease Agreement with Cinemark USA, Inc. for a portion of the
Cinemark Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form S-11, Commission File No. 333-
83933, filed on March 15, 2000)

10.28          Lease Agreement with The Coca-Cola Company for a portion of the
Cinemark Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form S-11, Commission File No. 333-
83933, filed on March 15, 2000)

10.29          Lease Agreement for the Metris Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on March 15, 2000)

10.30          Promissory Note for $26,725,000 for the Bank of America Loan
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 1 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on March 15,
2000)

10.31          Mortgage, Assignment and Security Agreement for the Marconi
Building and the AT&T Building securing the Bank of America Loan
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 1 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on March 15,
2000)

10.32          Assumption and Modification Agreement for the Metris Loan
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 1 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on March 15,
2000)

10.33          Joint Venture Partnership Agreement of Wells Fund XII-REIT Joint
Venture Partnership (previously filed as Exhibit 10.11 and
incorporated by reference to Post-Effective Amendment No. 2 to
Form S-11 Registration Statement of Wells Real Estate Fund XII,
L.P. on Form S-11, Commission File No. 33-66657, filed on April
25, 2000)

10.34          Lease Agreement for the Dial Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on June 9, 2000)

10.35          First Amendment to Lease Agreement for the Dial Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 to Registrant's 

II-8

Registration Statement on Form S-11, Commission File No. 333-
83933, filed on June 9, 2000)

10.36          Lease Agreement for the ASML Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on June 9, 2000)

10.37          First Amendment to Lease Agreement for the ASML Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on June 9,
2000)

10.38          Ground Lease Agreement for the ASML Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 2
to Registrant's Registration Statement on Form S-11, Commission
File No. 333-83933, filed on June 9, 2000)

10.39          First Amendment to Ground Lease Agreement for the ASML Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on June 9,
2000)

10.40          Lease Agreement for the Motorola Tempe Building (previously filed
in and incorporated by reference to Post-Effective Amendment No.
2 to Registrant's Registration Statement on Form S-11, Commission
File No. 333-83933, filed on June 9, 2000)

10.41          First Amendment to Lease Agreement for the Motorola Tempe
Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 2 to Registrant's Registration
Statement on Form S-11, Commission File No. 333-83933, filed on
June 9, 2000)

10.42          Ground Lease Agreement for the Motorola Tempe Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on June 9,
2000)

10.43          Office Lease for the Siemens Building (previously filed as
Exhibit 10.13 and incorporated by reference to Post-Effective
Amendment No. 3 to the Registration Statement of Wells Real
Estate Fund XII, L.P. on Form S-11, Commission File No. 33-66657,
filed on July 25, 2000)

10.44          Joint Venture Partnership Agreement of Fund VIII-IX-REIT Joint
Venture (previously filed in and incorporated by reference to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on August 31, 2000)

10.45          Lease Agreement for the Avnet Building (previously filed in and
incorporated by reference to Registrant's Registration Statement
on Form S-11, Commission File No. 333-44900, filed on August 31,
2000)

10.46          Ground Lease Agreement for the Avnet Building (previously filed
in and incorporated by reference to Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
August 31, 2000)

10.47          Lease Agreement for the Delphi Building (previously filed in and
incorporated by reference to Registrant's Registration Statement
on Form S-11, Commission File No. 333-44900, filed on August 31,
2000)

II-9

10.48          Lease Agreement for the Quest Building (previously filed in and
incorporated by reference to Registrant's Registration Statement
on Form S-11, Commission File No. 333-44900, filed on August 31,
2000)

10.49          Loan Agreement with SouthTrust Bank, N.A. for a $35,000,000
revolving line of credit dated May 3, 2000 (previously filed in
and incorporated by reference to Post-Effective Amendment No. 3
to Registrant's Registration Statement on Form S-11, Commission
File No. 333-83933, filed on September 8, 2000)

10.50          Promissory Note for $35,000,000 to SouthTrust Bank, N.A.
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 3 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on September
8, 2000)

10.51          Deed of Trust and Security Agreement with SouthTrust, N.A.
relating to the Cinemark Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 3 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on September 8, 2000)

10.52          Deed of Trust and Security Agreement with SouthTrust, N.A.
relating to the Dial Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 3 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on September 8, 2000)

10.53          Leasehold Deed of Trust and Security Agreement with SouthTrust,
N.A. relating to the ASML Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 3 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on September 8, 2000)

10.54          Lease Agreement for the Motorola Plainfield Building (previously
filed in and incorporated by reference to Amendment No. 1 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on December 1, 2000)

10.55          Allonge to Revolving Note relating to the SouthTrust Bank N.A.
$32,393,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on December 18, 2000)

10.56          First Amendment to Revolving Loan Agreement and Other Loan
Documents relating to the SouthTrust Bank N.A. $32,393,000
revolving line of credit (previously filed in and incorporated by
reference to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on December 18, 2000)

10.57          Second Note Modification Agreement relating to the SouthTrust
Bank N.A. $12,844,000 revolving line of credit (previously filed
in and incorporated by reference to Pre-Effective Amendment No. 2
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 18, 2000)

10.58          Second Amendment to Amended and Restated Loan Agreement and Other
Loan Documents relating to the SouthTrust Bank N.A. $12,844,000
revolving line of credit (previously filed in and incorporated by
reference to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on December 18, 2000)

10.59          Revolving Note relating to the SouthTrust Bank N.A. $19,003,000
revolving line of credit (previously filed in and incorporated by
reference to Pre-Effective Amendment 

II-10

No. 2 to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 18, 2000)

10.60          Revolving Loan Agreement relating to the SouthTrust Bank N.A.
$19,003,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on December 18, 2000)

10.61          Leasehold Deed of Trust and Security Agreement with SouthTrust
Bank N.A. relating to the Motorola Tempe Building and the Avnet
Building (previously filed in and incorporated by reference to
Pre-Effective Amendment No. 2 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
December 18, 2000)

10.62          Amended and Restated Revolving Note relating to the SouthTrust
Bank N.A. $7,900,000 revolving line of credit (previously filed
in and incorporated by reference to Pre-Effective Amendment No. 2
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 18, 2000)

10.63          Amended and Restated Loan Agreement relating to the SouthTrust
Bank N.A. $7,900,000 revolving line of credit (previously filed
in and incorporated by reference to Pre-Effective Amendment No. 2
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 18, 2000)

10.64          Credit Line Deed of Trust and Security Agreement to SouthTrust
N.A. relating to the Alstom Power Richmond Building (previously
filed in and incorporated by reference to Pre-Effective Amendment
No. 2 to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 18, 2000)

10.65          First Amendment to Credit Line Deed of Trust and Security
Agreement to SouthTrust N.A. relating to the Alstom Power
Richmond Building (previously filed in and incorporated by
reference to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on December 18, 2000)

10.66          Agreement for Purchase and Sale of Property for the Stone &
Webster Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on February 9, 2001)

10.67          First Amendment to Agreement for Purchase and Sale of Property
for the Stone & Webster Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-44900, filed on February 9, 2001)

10.68          Promissory Note for $35,900,000 for the Guaranty Federal Bank
Loan (previously filed in and incorporated by reference to Post-
Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
February 9, 2001)

10.69          Deed of Trust, Mortgage and Security Agreement with Guaranty
Federal Bank, F.S.B., relating to the Stone & Webster Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
February 9, 2001)

10.70          Promissory Note for $3,000,000 for the Cardinal Paragon, Inc.
Loan (previously filed in and incorporated by reference to Post-
Effective Amendment No. 1 to the Registrant's 

II-11

Registration Statement on Form S-11, Commission File No. 333-
44900, filed on February 9, 2001)

10.71          Deed of Trust with Cardinal Paragon, Inc. relating to the Stone &
Webster Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on February 9, 2001)

10.72          Lease Agreement with Stone & Webster, Inc. for a portion of the
Stone & Webster Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on February 9, 2001)

10.73          Lease Agreement with Sysco Corporation for a portion of the Stone
& Webster Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on February 9, 2001)

10.74          Purchase Agreement for Metris Minnetonka Building (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-44900, filed on February 9,
2001)

10.75          Lease Agreement for the Metris Minnetonka Building (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-44900, filed on February 9,
2001)

10.76          Fourth Amendment to Lease Agreement for the Metris Minnetonka
Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
February 9, 2001)

10.77          Guaranty of Lease for the Metris Minnetonka Building (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-44900, filed on February 9,
2001)

10.78          Agreement for the Purchase and Sale of Property for the AT&T Call
Center Buildings (previously filed as Exhibit 10.14 and
incorporated by reference to Post-Effective Amendment No. 4 to
the Registration Statement of Wells Real Estate Fund XII, L.P.,
Commission File No. 333-66657, filed on February 9, 2001)

10.79          First Amendment to Agreement for the Purchase and Sale of
Property for the AT&T Call Center Buildings (previously filed as
Exhibit 10.15 and incorporated by reference to Post-Effective
Amendment No. 4 to the Registration Statement of Wells Real
Estate Fund XII, L.P., Commission File No. 333-66657, filed on
February 9, 2001)

10.80          Lease Agreement with AT&T Corp. for a portion of the AT&T Call
Center Buildings (previously filed as Exhibit 10.16 and
incorporated by reference to Post-Effective Amendment No. 4 to
the Registration Statement of Wells Real Estate Fund XII, L.P.,
Commission File No. 333-66657, filed on February 9, 2001)

10.81          Lease Agreement with Jordan Associates, Inc. for a portion of the
AT&T Call Center Buildings (previously filed as Exhibit 10.17 and
incorporated by reference to Post-Effective Amendment No. 4 to
the Registration Statement of Wells Real Estate Fund XII, L.P.,
Commission File No. 333-66657, filed on February 9, 2001)

II-12

10.82          Agreement for the Purchase and Sale of Property for the Comdata
Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 3 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
July 23, 2001)

10.83          Lease Agreement for the Comdata Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 3 to
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-44900, filed on July 23, 2001)

10.84          First Amendment to Lease Agreement for the Comdata Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 3 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
July 23, 2001)

10.85          Joint Venture Partnership Agreement of Wells Fund XIII-REIT Joint
Venture Partnership (previously filed in and incorporated by
reference to Post-Effective Amendment No. 3 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on July 23, 2001)

10.86          Agreement for the Purchase and Sale of Property for the
AmeriCredit Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 3 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on July 23, 2001)

10.87          Lease Agreement for the AmeriCredit Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 3
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on July 23, 2001)

10.88          Agreement for the Purchase and Sale of Property for the State
Street Building

10.89          Lease Agreement for the State Street Building

10.90          Agreement for the Purchase and Sale of Property for the IKON
Buildings

10.91          Lease Agreement for the IKON Buildings

10.92          First Amendment to Lease Agreement for the IKON Buildings

10.93          Reinstatement of and Second Amendment to Lease Agreement for the
IKON Buildings

10.94          Agreement of Sale for the Nissan Property

10.95          Lease Agreement for the Nissan Property

10.96          Guaranty of Lease for the Nissan Property

10.97          Development Agreement for the Nissan Property

10.98          Architect Agreement for the Nissan Property

10.99          Design and Build Construction Agreement for the Nissan Property

10.100         Agreement for the Purchase and Sale of Property for the Ingram
Micro Distribution Facility

10.101         Indenture of Lease Agreement for Ingram Micro Distribution
Facility

10.102         Guaranty of Lease Agreement for Ingram Micro Distribution 
Facility

10.103         Absolute Assignment of Lease and Assumption Agreement for Ingram
Micro Distribution Facility

10.104         Bond Real Property Lease Agreement for the Ingram Micro
Distribution Facility

II-13

10.105         Agreement for the Purchase and Sale of Property for the Lucent
Building

10.106         Lease Agreement for the Lucent Building

10.107         Second Amendment to Lease Agreement for Matsushita Building

10.108         Agreement of Limited Partnership of Wells Operating Partnership,
L.P. as Amended and Restated as of January 1, 2000 (previously  
filed in and incorporated by reference to 10-K of Registrant 
for the fiscal year ended December 31, 2000, Commission File No.
0-25739)  

23.1           Consent of Holland & Knight LLP (included in exhibits 5.1 and
8.1)

23.2           Consent of Arthur Andersen LLP

24.1           Power of Attorney

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-11 and has duly caused this Post-Effective
Amendment No. 4 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 17/th/ day of October, 2001.

WELLS REAL ESTATE INVESTMENT TRUST, INC.
A Maryland corporation
(Registrant)

By:/s/ Leo F. Wells, III   
-------------------------------------
Leo F. Wells, III, President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 4 to Registration Statement has been signed below
on October 17, 2001 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 August 18, 2000 and included as Exhibit 24.1 herein.

EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------

1.1            Form of Dealer Manager Agreement (previously filed in and
incorporated by reference to Amendment No. 1 to Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on December 1, 2000)

1.2            Form of Warrant Purchase Agreement (previously filed in and
incorporated by reference to Registrant's Registration Statement
on Form S-11, Commission File No. 333-44900, filed on August 31,
2000)

3.1            Amended and Restated Articles of Incorporation (previously filed
in and incorporated by reference to Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
August 31, 2000)

3.2            Form of Bylaws (previously filed in and incorporated by reference
to Amendment No. 4 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-32099, filed on January 23,
1998)

3.3            Amendment No. 1 to Bylaws (previously filed in and incorporated
by reference to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-32099, filed on April 15, 1999)

4.1            Form of Subscription Agreement and Subscription Agreement
Signature Page (included as Exhibit A to Prospectus)

5.1            Opinion of Holland & Knight LLP as to legality of securities
(previously filed in and incorporated by reference to Amendment
No. 1 to Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 1, 2000)

8.1            Opinion of Holland & Knight LLP as to tax matters (previously
filed in and incorporated by reference to Amendment No. 1 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on December 1, 2000)

8.2            Opinion of Holland & Knight LLP as to ERISA matters (previously
filed in and incorporated by reference to Amendment No. 1 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on December 1, 2000)

10.1           Agreement of Limited Partnership of Wells Operating Partnership,
L.P. (previously filed in and incorporated by reference to
Amendment No. 4 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-32099, filed on January 23,
1998)

10.2           Advisory Agreement dated January 30, 2001 (previously filed in
and incorporated by reference to Post-Effective Amendment No. 1
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on February 9, 2001)

10.3           Amended and Restated Property Management and Leasing Agreement
among Registrant, Wells Operating Partnership, L.P. and Wells
Management Company, Inc. (previously filed in and incorporated by
reference to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on December 18, 2000)

10.4           Amended and Restated Joint Venture Agreement of The Fund IX, Fund
X, Fund XI and REIT Joint Venture (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on July 9, 1998)

10.5           Lease Agreement for the Alstom Power Knoxville Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
July 9, 1998)

10.6           Net Lease Agreement for the Avaya Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 2
of the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on July 9, 1998)

10.7           First Amendment to Net Lease Agreement for the Avaya Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
July 9, 1998)

10.8           Lease Agreement for the Iomega Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 3 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on August 14, 1998)

10.9           Joint Venture Agreement of Wells/Fremont Associates (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 3 of the Registrant's Registration Statement on
Form S-11, Commission File No. 333-32099, filed on August 14,
1998)

10.10          Lease Agreement for the Fairchild Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 3
of the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on August 14, 1998)

10.11          Joint Venture Agreement of Wells/Orange County Associates
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 3 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
August 14, 1998)

10.12          Lease for the PwC Building (previously filed in and incorporated
by reference to Post-Effective Amendment No. 4 of the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-32099, filed on January 15, 1999)

10.13          Amended and Restated Promissory Note for $15,500,000 for the
SouthTrust Loan (previously filed in and incorporated by
reference to Post-Effective Amendment No. 4 of the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
32099, filed on January 15, 1999)

10.14          Amendment No. 1 to Mortgage and Security Agreement and other Loan
Documents for the PwC Building securing the SouthTrust Loan
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 4 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
January 15, 1999)

10.15          Build-To-Suit Office Lease Agreement for the AT&T Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 5 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
April 15, 1999)

10.16          Amendment No. 1 to Build-To-Suit Office Lease Agreement for the
AT&T Building (previously filed in and incorporated by reference
to Post-Effective Amendment No. 5 of the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
32099, filed on April 15, 1999).

10.17          Amendment No. 2 to Build-To-Suit Office Lease Agreement for the
AT&T Building (previously filed in and incorporated by reference
to Post-Effective Amendment No. 5 of the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
32099, filed on April 15, 1999)

10.18          Build-To-Suit Office Lease Agreement Guaranty Payment and
Performance for the AT&T Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 5 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on April 15, 1999)

10.19          Rental Income Guaranty Agreement relating to the Quest Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 5 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
April 15, 1999)

10.20          Office Lease for the Matsushita Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 5 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on April 15, 1999)

10.21          Guaranty of Lease for the Matsushita Building (previously filed
in and incorporated by reference to Post-Effective Amendment No.
5 of the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on April 15, 1999)

10.22          Fifth Amendment to Lease for the Johnson Matthey Building
(previously filed as Exhibit 10.7 and incorporated by reference
to Post-Effective Amendment No. 1 to the Registration Statement
of Wells Real Estate Fund XII, L.P. on Form S-11, Commission File
No. 33-66657, filed on September 1, 1999)

10.23          Lease Agreement for the Gartner Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 7 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-32099, filed on October 14, 1999)

10.24          Lease Agreement for the Alstom Power Richmond Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 7 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-32099, filed on October 14,
1999)

10.25          Second Amendment to Lease Agreement for the Alstom Power Richmond
Building (previously filed in and incorporated by reference to
Amendment No. 1 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-83933, filed on November 17,
1999)

10.26          Amended and Restated Joint Venture Partnership Agreement of The
Wells Fund XI-Fund XII - REIT Joint Venture (previously filed in
and incorporated by reference to Amendment No. 1 to the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on November 17, 1999)

10.27          Lease Agreement with Cinemark USA, Inc. for a portion of the
Cinemark Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form S-11, Commission File No. 333-
83933, filed on March 15, 2000)

10.28          Lease Agreement with The Coca-Cola Company for a portion of the
Cinemark Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form S-11, Commission File No. 333-
83933, filed on March 15, 2000)

10.29          Lease Agreement for the Metris Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on March 15, 2000)

10.30          Promissory Note for $26,725,000 for the Bank of America Loan
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 1 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on March 15,
2000)

10.31          Mortgage, Assignment and Security Agreement for the Marconi
Building and the AT&T Building securing the Bank of America Loan
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 1 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on March 15,
2000)

10.32          Assumption and Modification Agreement for the Metris Loan
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 1 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on March 15,
2000)

10.33          Joint Venture Partnership Agreement of Wells Fund XII-REIT Joint
Venture Partnership (previously filed as Exhibit 10.11 and
incorporated by reference to Post-Effective Amendment No. 2 to
Form S-11 Registration Statement of Wells Real Estate Fund XII,
L.P. on Form S-11, Commission File No. 33-66657, filed on April
25, 2000)

10.34          Lease Agreement for the Dial Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on June 9, 2000)

10.35          First Amendment to Lease Agreement for the Dial Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on June 9,
2000)

10.36          Lease Agreement for the ASML Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on June 9, 2000)

10.37          First Amendment to Lease Agreement for the ASML Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on June 9,
2000)

10.38          Ground Lease Agreement for the ASML Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 2
to Registrant's Registration Statement on Form S-11, Commission
File No. 333-83933, filed on June 9, 2000)

10.39          First Amendment to Ground Lease Agreement for the ASML Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on June 9,
2000)

10.40          Lease Agreement for the Motorola Tempe Building (previously filed
in and incorporated by reference to Post-Effective Amendment No.
2 to Registrant's Registration Statement on Form S-11, Commission
File No. 333-83933, filed on June 9, 2000)

10.41          First Amendment to Lease Agreement for the Motorola Tempe
Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 2 to Registrant's Registration
Statement on Form S-11, Commission File No. 333-83933, filed on
June 9, 2000)

10.42          Ground Lease Agreement for the Motorola Tempe Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on June 9,
2000)

10.43          Office Lease for the Siemens Building (previously filed as
Exhibit 10.13 and incorporated by reference to Post-Effective
Amendment No. 3 to the Registration Statement of Wells Real
Estate Fund XII, L.P. on Form S-11, Commission File No. 33-66657,
filed on July 25, 2000)

10.44          Joint Venture Partnership Agreement of Fund VIII-IX-REIT Joint
Venture (previously filed in and incorporated by reference to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on August 31, 2000)

10.45          Lease Agreement for the Avnet Building (previously filed in and
incorporated by reference to Registrant's Registration Statement
on Form S-11, Commission File No. 333-44900, filed on August 31,
2000)

10.46          Ground Lease Agreement for the Avnet Building (previously filed
in and incorporated by reference to Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
August 31, 2000)

10.47          Lease Agreement for the Delphi Building (previously filed in and
incorporated by reference to Registrant's Registration Statement
on Form S-11, Commission File No. 333-44900, filed on August 31,
2000)

10.48          Lease Agreement for the Quest Building (previously filed in and
incorporated by reference to Registrant's Registration Statement
on Form S-11, Commission File No. 333-44900, filed on August 31,
2000)

10.49          Loan Agreement with SouthTrust Bank, N.A. for a $35,000,000
revolving line of credit dated May 3, 2000 (previously filed in
and incorporated by reference to Post-Effective Amendment No. 3
to Registrant's Registration Statement on Form S-11, Commission
File No. 333-83933, filed on September 8, 2000)

10.50          Promissory Note for $35,000,000 to SouthTrust Bank, N.A.
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 3 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on September
8, 2000)

10.51          Deed of Trust and Security Agreement with SouthTrust, N.A.
relating to the Cinemark Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 3 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on September 8, 2000)

10.52          Deed of Trust and Security Agreement with SouthTrust, N.A.
relating to the Dial Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 3 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on September 8, 2000)

10.53          Leasehold Deed of Trust and Security Agreement with SouthTrust,
N.A. relating to the ASML Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 3 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on September 8, 2000)

10.54          Lease Agreement for the Motorola Plainfield Building (previously
filed in and incorporated by reference to Amendment No. 1 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on December 1, 2000)

10.55          Allonge to Revolving Note relating to the SouthTrust Bank N.A.
$32,393,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on December 18, 2000)

10.56          First Amendment to Revolving Loan Agreement and Other Loan
Documents relating to the SouthTrust Bank N.A. $32,393,000
revolving line of credit (previously filed in and incorporated by
reference to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on December 18, 2000)

10.57          Second Note Modification Agreement relating to the SouthTrust
Bank N.A. $12,844,000 revolving line of credit (previously filed
in and incorporated by reference to Pre-Effective Amendment No. 2
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 18, 2000)

10.58          Second Amendment to Amended and Restated Loan Agreement and Other
Loan Documents relating to the SouthTrust Bank N.A. $12,844,000
revolving line of credit (previously filed in and incorporated by
reference to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on December 18, 2000)

10.59          Revolving Note relating to the SouthTrust 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)

10.60          Revolving Loan Agreement relating to the SouthTrust Bank N.A.
$19,003,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on December 18, 2000)

10.61          Leasehold Deed of Trust and Security Agreement with SouthTrust
Bank N.A. relating to the Motorola Tempe Building and the Avnet
Building (previously filed in and incorporated by reference to
Pre-Effective Amendment No. 2 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
December 18, 2000)

10.62          Amended and Restated Revolving Note relating to the SouthTrust
Bank N.A. $7,900,000 revolving line of credit (previously filed
in and incorporated by reference to Pre-Effective Amendment No. 2
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 18, 2000)

10.63          Amended and Restated Loan Agreement relating to the SouthTrust
Bank N.A. $7,900,000 revolving line of credit (previously filed
in and incorporated by reference to Pre-Effective Amendment No. 2
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 18, 2000)

10.64          Credit Line Deed of Trust and Security Agreement to SouthTrust
N.A. relating to the Alstom Power Richmond Building (previously
filed in and incorporated by reference to Pre-Effective Amendment
No. 2 to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 18, 2000)

10.65          First Amendment to Credit Line Deed of Trust and Security
Agreement to SouthTrust N.A. relating to the Alstom Power
Richmond Building (previously filed in and incorporated by
reference to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on December 18, 2000)

10.66          Agreement for Purchase and Sale of Property for the Stone &
Webster Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on February 9, 2001)

10.67          First Amendment to Agreement for Purchase and Sale of Property
for the Stone & Webster Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-44900, filed on February 9, 2001)

10.68          Promissory Note for $35,900,000 for the Guaranty Federal Bank
Loan (previously filed in and incorporated by reference to Post-
Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
February 9, 2001)

10.69          Deed of Trust, Mortgage and Security Agreement with Guaranty
Federal Bank, F.S.B., relating to the Stone & Webster Building
(previously filed in and incorporated by 

reference to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on February 9, 2001)

10.70          Promissory Note for $3,000,000 for the Cardinal Paragon, Inc.
Loan (previously filed in and incorporated by reference to Post-
Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
February 9, 2001)

10.71          Deed of Trust with Cardinal Paragon, Inc. relating to the Stone &
Webster Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on February 9, 2001)

10.72          Lease Agreement with Stone & Webster, Inc. for a portion of the
Stone & Webster Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on February 9, 2001)

10.73          Lease Agreement with Sysco Corporation for a portion of the Stone
& Webster Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on February 9, 2001)

10.74          Purchase Agreement for Metris Minnetonka Building (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-44900, filed on February 9,
2001)

10.75          Lease Agreement for the Metris Minnetonka Building (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-44900, filed on February 9,
2001)

10.76          Fourth Amendment to Lease Agreement for the Metris Minnetonka
Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
February 9, 2001)

10.77          Guaranty of Lease for the Metris Minnetonka Building (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-44900, filed on February 9,
2001)

10.78          Agreement for the Purchase and Sale of Property for the AT&T Call
Center Buildings (previously filed as Exhibit 10.14 and
incorporated by reference to Post-Effective Amendment No. 4 to
the Registration Statement of Wells Real Estate Fund XII, L.P.,
Commission File No. 333-66657, filed on February 9, 2001)

10.79          First Amendment to Agreement for the Purchase and Sale of
Property for the AT&T Call Center Buildings (previously filed as
Exhibit 10.15 and incorporated by reference to Post-Effective
Amendment No. 4 to the Registration Statement of Wells Real
Estate Fund XII, L.P., Commission File No. 333-66657, filed on
February 9, 2001)

10.80          Lease Agreement with AT&T Corp. for a portion of the AT&T Call
Center Buildings (previously filed as Exhibit 10.16 and
incorporated by reference to Post-Effective Amendment No. 4 to
the Registration Statement of Wells Real Estate Fund XII, L.P.,
Commission File No. 333-66657, filed on February 9, 2001)

10.81          Lease Agreement with Jordan Associates, Inc. for a portion of the
AT&T Call Center Buildings (previously filed as Exhibit 10.17 and
incorporated by reference to Post-Effective Amendment No. 4 to
the Registration Statement of Wells Real Estate Fund XII, L.P.,
Commission File No. 333-66657, filed on February 9, 2001)

10.82          Agreement for the Purchase and Sale of Property for the Comdata
Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 3 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
July 23, 2001)

10.83          Lease Agreement for the Comdata Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 3 to
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-44900, filed on July 23, 2001)

10.84          First Amendment to Lease Agreement for the Comdata Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 3 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
July 23, 2001)

10.85          Joint Venture Partnership Agreement of Wells Fund XIII-REIT Joint
Venture Partnership (previously filed in and incorporated by
reference to Post-Effective Amendment No. 3 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on July 23, 2001)

10.86          Agreement for the Purchase and Sale of Property for the
AmeriCredit Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 3 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
44900, filed on July 23, 2001)

10.87          Lease Agreement for the AmeriCredit Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 3
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on July 23, 2001)

10.88          Agreement for the Purchase and Sale of Property for the State
Street Building

10.89          Lease Agreement for the State Street Building

10.90          Agreement for the Purchase and Sale of Property for the IKON
Buildings

10.91          Lease Agreement for the IKON Buildings

10.92          First Amendment to Lease Agreement for the IKON Buildings

10.93          Reinstatement of and Second Amendment to Lease Agreement for the
IKON Buildings

10.94          Agreement of Sale for the Nissan Property

10.95          Lease Agreement for the Nissan Property

10.96          Guaranty of Lease for the Nissan Property

10.97          Development Agreement for the Nissan Property

10.98          Architect Agreement for the Nissan Property

10.99          Design and Build Construction Agreement for the Nissan Property

10.100         Agreement for the Purchase and Sale of Property for the Ingram
Micro Distribution Facility

10.101         Indenture of Lease Agreement for Ingram Micro Distribution
Facility

10.102         Guaranty of Lease Agreement for Ingram Micro Distribution 
Facility

10.103         Absolute Assignment of Lease and Assumption Agreement for Ingram
Micro Distribution Facility

10.104         Bond Real Property Lease Agreement for the Ingram Micro
Distribution Facility

10.105         Agreement for the Purchase and Sale of Property for the Lucent
Building

10.106         Lease Agreement for the Lucent Building

10.107         Second Amendment to Lease Agreement for Matsushita Building

10.108         Agreement of Limited Partnership of Wells Operating Partnership,
L.P. as Amended and Restated as of January 1, 2000 (previously
filed in and incorporated by reference to 10-K of Registrant
for the fiscal year ended December 31, 2000, Commission File No.
0-25739)

23.1           Consent of Holland & Knight LLP (included in exhibits 5.1 and
8.1)

23.2           Consent of Arthur Andersen LLP

24.1           Power of Attorney

EXHIBIT 10.88

AGREEMENT FOR PURCHASE AND SALE OF PROPERTY FOR

STATE STREET BUILDING

PURCHASE AND SALE AGREEMENT
---------------------------

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered
into as of the 29/th/ day of June, 2001, by and between Crownview LLC, a
Delaware limited liability company having an office at 15 Third Avenue,
Burlington, Massachusetts 01803 ("Seller"), and Wells Capital, Inc., a Georgia
corporation having an office at 6200 The corners Parkway, Suite 250, Norcross,
Georgia 30092 ("Purchaser").

W I T N E S S E T H

In consideration of the covenants and agreements hereinafter contained, the
parties hereto agree as follows:

1.   The Sale.

Upon and subject to the terms and conditions of this Agreement, Seller
agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from
Seller (i) all that certain parcel of land located in Quincy, Norfolk County,
Massachusetts, commonly known as 1200 Crown Colony Drive, as more particularly
described on Exhibit A attached hereto and made a part hereof (the "Land"), (ii)
---------                                                         
together with all buildings, improvements, structures, equipment and fixtures
thereon, including without limitation the existing building having an aggregate
of approximately 234,668 rentable square feet (the "Building"); (iii) Seller's
right, title and interest in and to the lease by and between Seller, as
landlord, and SSB Realty LLC, a Delaware limited liability company (the
"Tenant"), as tenant, dated November 30, 2000, as amended by First Amendment of
Lease by and between Seller and the Tenant dated December 15, 2000  (the
"Lease"); (iv) all furniture, furnishings, fixtures, equipment and other
tangible personal property owned by Seller, located on the Land or in the
Building and used in connection therewith (the "Tangible Personal Property");
(v) all right, title and interest of Seller under any and all of the
maintenance, service, advertising and other like contracts and agreements with
respect to the ownership and operation of the Premises (the "Service
Contracts"), all to the extent applicable to the period from and after the
Closing (as defined in Section 4 below), except as expressly set forth to the
contrary in this Agreement; and (vi) all the rights and appurtenances pertaining
thereto, and any right, title and interest of Seller in and to adjacent streets,
alleys, and rights-of-way (the Land, the Building, the Lease, the Tangible
Personal Property, the Service Contracts and such other rights and interests
being collectively referred to as the "Premises").

2.   Purchase Price; Deposit.

The price for the Premises is Forty Nine Million Eight Hundred Eighty
Seven Thousand Nine Hundred Eighty Eight and 00/100 Dollars ($49,887,988.00),
increased by the amount, if any of the "Allowance" payable to the Tenant under
the Lease which is paid to the tenant between the date of this Agreement and the
Closing Date, as hereinafter defined (the "Purchase Price").  Five Hundred
Thousand Dollars and 00/100 Dollars ($500,000.00) (the "Deposit") shall be paid
by Purchaser to Ticor Title Insurance Company as escrow holder (the "Escrow
Agent") upon execution of this Agreement.  The balance of the Purchase Price
shall be 

paid to Seller at closing of title (the "Closing") at the option of Seller by
federal funds wire transferred to a bank account of Seller. The Deposit shall be
held by Escrow Agent in an interest bearing account under the terms of an Escrow
Agreement in the form and substance of Exhibit B annexed hereto.  The Deposit,
---------        
together with the accrued interest, shall be credited to Purchaser's payment of
the Purchase Price at the Closing.

3.   Condition of Title.

As soon as practicable after execution of this Agreement, Purchaser
will obtain, at Purchaser's sole cost and expense, an ALTA Preliminary
Commitment for Title Insurance (hereafter called the "Title Commitment") issued
by a Ticor Title Insurance Company ("Title Company"), showing fee simple title
to the Premises in Seller.  Such Title Commitment shall specify all easements,
liens, encumbrances, restrictions, conditions or covenants with respect to the
Premises, and include copies of all documents referred to as exceptions to
title.  Promptly after receipt, Purchaser shall furnish Seller a copy of such
Title Commitment and all such documents.  If any exceptions appear in the Title
Commitment to which Purchaser objects, Purchaser shall, within twenty (20) days
after the receipt of the Title Commitment, notify Seller in writing of its
objections to title.  Seller will then promptly undertake to eliminate or cure
(i) any mortgages or related security documents or similar encumbrances given to
secure indebtedness for money borrowed, including without limitation the release
and discharge of the documents evidencing and securing a loan made to Seller by
KeyBank National Association, (ii) any mechanic's lien, or (iii) involuntary
encumbrances which may be discharged by the payment of money, or bonding in lieu
thereof (collectively, "Voluntary Encumbrances"), and may undertake to eliminate
or cure title objections other than Voluntary Encumbrances ("Non-Voluntary
Encumbrances") to the reasonable satisfaction of Purchaser.  If Seller fails to
cure or eliminate Non-Voluntary Encumbrances within thirty (30) days after
receipt of such notice, Purchaser may terminate this Agreement by written notice
to Seller given within ten (10) days after the end of such thirty (30) day
period, whereupon Escrow Agent shall immediately repay the Deposit plus any
accrued interest to Purchaser, and the parties shall thereafter have no further
rights or obligations pursuant to this Agreement except such obligations which
expressly survive such termination.  In lieu of such termination, if Seller does
not elect to cure or eliminate any such Non-Voluntary Encumbrance, Purchaser may
elect to cure them at Purchaser's cost and expense, without any adjustment to
the Purchase Price.  Upon the elimination or cure of such title objections, the
Title Company shall issue to Purchaser a specimen of the ALTA Standard Form
Owner's Title Insurance Policy to be issued to Purchaser at Closing (the
"Specimen Policy").  Any easements, restrictions, covenants and encroachments to
which Purchaser has not objected, together with (a) such state of facts as are
shown on an accurate survey of the Premises, (b) zoning and other laws and
regulations affecting the Premises, and (c) liens for such taxes and special
assessments as will not be, as of the Closing Date, due and payable, are
hereafter referred to as "Permitted Exceptions."

4.   Conditions Precedent to Closing.

4.1  Conditions Precedent to Purchaser's Obligation to Close. Purchaser's
obligation to consummate the Closing is subject to the satisfaction of the
following conditions:

2

(a)  All of Seller's representations and warranties as contained
herein shall be true and correct in all material respects as of
Closing;

(b)  Each item or instrument to be delivered to Purchaser by Seller
described in Section 4.5 below shall be delivered at Closing;

(c)  No suit, action or other proceeding shall be pending which seeks
to restrain, enjoin or otherwise prohibit the consummation of the
transaction contemplated by this Agreement, or which involves the
Premises in any way; and

(d)  Purchaser shall have received, on or before July 25, 2001, an
appraisal prepared by Steve Foster, MAI, of Insignia/ESG, an
appraisal of the Premises at a value at least equal to
$52,000,000 (assuming the full investment of the "Allowance"
payable to the Tenant under the Lease).  If such appraisal is not
received by such date, either Seller of Purchaser may terminate
this Agreement, whereupon neither party shall have any further
rights or obligations hereunder except those obligations that
expressly survive such termination, and the Escrow Agent shall
return the Deposit plus all accrued interest thereon to
Purchaser.

4.2  Conditions Precedent to Seller's Obligation to Close. Seller's
obligation to consummate the Closing is subject to the satisfaction of the
following conditions:

(a)  All of Purchaser's representations and warranties as contained
herein shall be true and correct in all material respects as of
Closing;

(b)  Each item or instrument to be delivered to Seller by Purchaser
described in Section 4.6 below is delivered at Closing; and

(c)  No suit, action or other proceeding shall be pending which seeks
to restrain, enjoin or otherwise prohibit the consummation of the
transaction contemplated by this Agreement.

4.3  The Closing and Deliveries Thereat. The Closing shall be held at the
offices of the Title Company, 75 Federal Street, Boston, Massachusetts, or at
such other place as the parties may direct, on or before 10:00 a.m., on a date
to be mutually agreed upon, provided that, if the parties do not agree on a
date, the Closing shall take place on July 31, 2001 (the "Closing Date"). All
documents to be delivered at the Closing and all payments to be made as
specified in Sections 4.5 and 4.6 shall be delivered to the Escrow Agent on the
Closing Date, in escrow, pending delivery of possession of the Premises in
conformance with this Agreement, and the prompt recording of the deed and such
other instruments as are required to be recorded to effect the transfer and
conveyance of the Premises in conformity with this Agreement, upon which
delivery and recording, and confirmation from the Title Company that it is
prepared to issue a title policy consistent with the Specimen Policy, all
instruments and funds shall then be delivered out of escrow. Purchaser and/or
Purchaser's agents shall be entitled to inspect the Premises prior 

3

to the delivery of the deed in order to determine whether the condition thereof
complies with the terms of this Agreement.

4.4  At Closing Seller shall deliver full possession of the Premises free
of all tenants and occupants other than the Tenant under the Lease and persons
claiming by, through or under the Tenant.

4.5  The following deliveries shall be made by Seller at Closing
(collectively, "Seller's Deliveries"):

(a)  Seller shall execute, acknowledge, and deliver to Purchaser (or to a
nominee designated by Purchaser no less than seven (7) days prior to
the Closing Date) a Massachusetts statutory form of Quitclaim Deed,
substantially in the form attached hereto as Exhibit C, conveying to
---------              
Purchaser title in fee simple to the Premises, subject only to the
Permitted Exceptions.

(b)  Seller shall deliver to Purchaser two executed and acknowledged
counterparts of an Assignment and Assumption of Lease substantially in
the form annexed hereto as Exhibit D (the "Lease Assignment") 
---------                         
assigning to Purchaser Seller's interest as landlord under the Lease,
together with the original signed Lease and all amendments thereto and
guarantees thereof.

(c)  Seller shall deliver to Purchaser two executed counterparts of a
General Instrument of Transfer substantially in the form annexed
hereto as Exhibit E (the "General Instrument of Transfer ") assigning
---------                                                  
the matters described therein, including without limitation (i) so
much of the Premises as constitutes personal property (if any)
sufficient to convey marketable title to such personal property to
Purchaser free of all liens and encumbrances, except for the Permitted
Exceptions, and (ii) any and all warranties, guarantees, contracts and
agreements made by any contractor, subcontractor, vendor or supplier,
or the sureties of such persons, in connection with the construction
or maintenance of the improvements on the Premises.  Purchaser may, in
its own name, enforce such warranties, guarantees, contracts and
agreements, and collect any liquidated or other damages payable
pursuant thereto, but at Purchaser's sole cost and expense.  Seller
agrees to reasonably cooperate with Purchaser in any claim or demand
against any such contractor, subcontractor, vendor or supplier or
their respective sureties, for damages or breach of any contracts, but
at no cost or expense to Seller.

(d)  Seller shall deliver to Purchaser originals (or copies thereof if
originals are not available) of all documents and materials assigned
pursuant to the General Instrument of Transfer, including without
limitation any surveys of the Premises, plans, specifications, keys,
lock and safe combinations, training and instruction manuals relating
to the maintenance and operation of the Premises, certificates of
occupancy, and licenses relating to the use, occupancy, and operation
of the Premises, which it may have.

4

(e)  Seller shall deliver to Purchaser an affidavit sworn to by Seller,
substantially in the form annexed hereto as Exhibit F, stating under
---------               
penalties of perjury that Seller is not a foreign person as defined in
Internal Revenue Code Section 1445 and stating Seller's United States
taxpayer identification number.

(f)  Seller shall deliver to Purchaser a certificate certifying all of
Seller's representations and warranties as contained herein are true
and correct in all material respects as of the Closing in the form and
substance annexed hereto as Exhibit G.
--------- 

(g)  Seller shall deliver to Purchaser such evidence (which may take the
form of a Manager's Certificate) as may be reasonably required by
Purchaser evidencing the status and capacity of Seller and the
authority of persons executing the various documents on behalf of
Seller in connection with this Agreement.

(h)  Seller shall deliver such standard form affidavits and indemnities as
the Title Company may reasonably require in order to omit from the
Title Policy exceptions for (i) parties in possession and (ii)
mechanic's liens.

(i)  Seller shall deliver to Purchaser an Estoppel Certificate (the "Tenant
Estoppel") from the Tenant, dated no earlier than thirty (30) days
prior to the Closing Date, in substantially the form attached hereto
as Exhibit H containing no information which, in Purchaser's 
---------                                                
reasonable judgment, represents a material and adverse deviation from
the status of the Lease previously disclosed to Purchaser in the
during the Inspection Period.  Said Exhibit H contains a form of
---------                   
confirmation of guaranty to be signed by State Street Corporation.
Seller shall submit Exhibit H to the Tenant in such form, but the
---------                                    
Tenant Estoppel shall nevertheless comply with the requirement of such
subparagraph (i) notwithstanding the failure or refusal of State
Street Corporation to execute such confirmation.

(j)  Seller shall deliver all other books and records of Seller, including
tenant lease files, pertaining in a material way to the operation and
management of the Premises, to Nordblom Management Company, Inc, as
managing agent for the Purchaser.

(k)  Seller shall deliver to Purchaser evidence that all existing
agreements between Seller and Nordic Properties, Inc. and Nordblom
Property Management Company, Inc. have been terminated.

4.6  The following deliveries shall be made by Purchaser at Closing:

(a)  Purchaser shall pay to Seller the Purchase Price provided for in
Section 3 above, net of the Deposit, as adjusted for apportionments
provided for in Section 5 below, and Purchaser shall instruct the
Escrow Agent shall pay over at Closing the Deposit to Seller.

5

(b)  Purchaser shall deliver to Seller two executed and acknowledged
counterparts of the Lease Assignment.

(c)  Purchaser shall deliver to Seller two executed counterparts of the
General Instrument of Transfer.

(d)  Purchaser shall deliver to Seller a certificate signed by a corporate
officer certifying all of Purchaser's representations and warranties
as contained herein are true and correct in all material respects as
of the Closing substantially in the form annexed hereto as Exhibit I.
--------- 

(e)  Purchaser shall enter into a Property Management Agreement with
Nordblom Property Management Company, Inc. in the form annexed hereto
as Exhibit J.
--------- 

5.   Apportionments.

The following are to be apportioned as of the Closing Date in
accordance with local custom, with said date being a day of income and expense
to Purchaser:

5.1  Taxes and sewer rents, if any, on the basis of the fiscal year for
which assessed. If the Closing Date shall occur before the real property tax
rate for such fiscal year is fixed, the apportionment of taxes shall be made on
the basis of the taxes assessed for the preceding fiscal year. After the real
property taxes are finally fixed for the fiscal year in which the Closing Date
occurs, Seller and Purchaser shall make a recalculation of the apportionment of
such taxes, and Seller or Purchaser, as the case may be, shall make an
appropriate payment to the other based on such recalculation. To the extent
Seller has undertaken to obtain any real estate tax abatement, the amount of the
net proceeds of such tax abatement shall be prorated through the Closing Date,
if, as and when such proceeds are paid by the applicable governmental taxing
authority. All expenses, taxes, fees, and charges of every type relating to the
Premises and accruing for any period prior to the Closing shall be paid promptly
by Seller except to the extent that Purchaser received credit therefor at the
Closing.

5.2  Intentionally Omitted

5.3  Final readings on all utilities, including gas, water and electric
meters shall be made as of the Closing, if possible. If final readings are not
possible, gas, water and electricity charges will be prorated based on the most
recent period for which costs are available. Any deposits made by Seller with
utility companies shall be returned to Seller. Purchaser shall be responsible
for making all arrangements for the continuation of utility services.

5.4  Prepaid rent, collected base rent and additional rent in the nature of
operating expense recoveries and tax reimbursements, if any, under the Lease
shall be prorated as of the Closing Date. Rents collected from the Tenant after
the Closing Date shall be deemed to apply first to current rental due at the
time of payment and second to the rentals, if any, which were delinquent on the
Closing Date. Unpaid and delinquent rents, to which Seller is entitled, shall be
turned over to Seller if collected by Purchaser within twelve (12) months of the
Closing, less any 

6

reasonable collection costs actually incurred by Purchaser. Purchaser agrees to
use good faith efforts to attempt to collect such rents. In the event that any
additional rent or the calculation thereof is subject to adjustment pursuant to
the terms and provisions of the Lease (e.g., year-end adjustments to escalation
charges and the like), Purchaser shall make adjustment with the Tenant, either
by refund to or collection from the Tenant, as the case may be, and shall re-
prorate with Seller based upon such adjustment.

5.5  Seller shall have the right to discharge, from out of the Closing
proceeds, any lien capable of being discharged by the payment of an
ascertainable sum, including without limitation the Voluntary Encumbrances, in
which event Purchaser shall receive a credit at the Closing in an amount equal
to the total sum of money required to discharge said lien or liens, as evidenced
either by a written payoff statement or by other evidence satisfactory to the
Title Company.

5.6  The provisions of this Section 5 shall survive the Closing.

6.   Brokerage Commissions.

6.1  Purchaser represents and warrants that Purchaser has not dealt with
any broker in connection with the purchase of the Premises except New England
Realty Resources, Inc. and The First Fidelity Companies (the "Brokers").
Purchaser will indemnify and hold harmless Seller from and against any and all
claims, loss, liability, cost, and expense (including reasonable attorney's
fees) resulting from any claim that may be made against Seller by any broker or
other person claiming a commission, fee, or other compensation by reason of this
transaction other than the Brokers if the same shall arise by or on account of
any act of Purchaser or Purchaser's representatives. Seller represents and
warrants that Seller has not dealt with any broker in connection with the sale
of the Premises to Purchaser except the Brokers, whose compensation in the
amount of $442,000 Seller shall pay under a separate arrangement with the
Brokers. Seller will indemnify and hold harmless Purchaser from and against any
and all claims, loss, liability, cost, and expense (including reasonable
attorney's fees) resulting from any claim that may be made against Purchaser by
any broker claiming a commission, fee, or other compensation by reason of this
transaction, if the same shall arise by or on account of any act of Seller or
Seller's representatives.

6.2  The representations made by Seller and Purchaser in Section 6.1 shall
survive the Closing.

7.   Warranties and Representations.

7.1  Seller represents and warrants that:

(a)  Seller has no actual knowledge of, and has not received any notice of,
any threatened or pending condemnation or inverse condemnation
proceedings affecting the Premises, or of proceedings to change the
zoning of the Premises;

(b)  The reports listed on Exhibit K, full, correct and complete copies of
---------                             
all of which have been or will be delivered to Purchaser during the
Inspection Period, are all of 

7

the reports in Seller's or Seller's property manager's possession
which relate to the investigation of the Premises for the presence of
Hazardous Materials. To the best knowledge of Seller, there are no
hazardous wastes, petroleum products, pollutants, asbestos, asbestos
containing materials, or other hazardous substances located in, upon
or beneath the Premises.

(c)  All written materials (including, without limitation, the Leases)
which Seller has delivered or shall deliver to Purchaser pursuant this
Agreement are and shall be complete in all material respects.

(d)  On the Closing Date there will be no contracts, agreements or
understandings, oral or written, with any person made by or on behalf
of Seller relating to the operation, maintenance or management of the
Premises except (i) the Leases, (ii) the Service Contracts, a complete
list of which is attached hereto as Exhibit L, (iii) terms and
---------                 
conditions of any licenses and permits required by any zoning or
environmental laws, and the applications therefor, (iv) the Permitted
Exceptions, and (v) any other agreements delivered by Seller to
Purchaser during the Inspection Period.  All of the Service Contracts
are terminable at will without further liability upon not more than 30
days' prior written notice.

(e)  As of the Closing, no lease other than the Leases shall effect the
Premises, and there are no options, purchase contracts or other
agreements, written or oral, whereby any person could claim a right,
title or interest in the Premises or any portion thereof by or through
Seller;

(f)  There are no unpaid claims respecting work ordered by Seller which
could give rise to any mechanic's, materialmen's or statutory lien
against the Premises;

(g)  Seller has received no written notice or citation from (1) any
federal, state, county or municipal authority alleging any fire,
health, safety, building pollution, environmental, zoning or other
violation of any law, regulation, permit, order or directive in
respect of the Premises or any part thereof, which has not been
entirely corrected, or (2) from any insurance company or bonding
company of any defects or inadequacies in the Premises or any part
thereof, which would adversely affect the insurability of the same or
of any termination or threatened termination of any policy of
insurance or bond;

(h)  Seller does not directly employ any employees who work at the
Premises. Neither Seller nor the manager of the Premises employ any
union employees, nor do Seller or manager employ anyone covered by a
collective bargaining or similar agreement.

(i)  No person is entitled to any leasing commission in connection with the
Lease or the extension or renewal of any Lease or in connection with
the exercise by the Tenant of any extension option contained in the
Lease. Neither the Seller nor the Premises is subject to any
"protection list" or similar obligation with respect to the 

8

future leasing of the Premises.

(j)  Seller is, and on the Closing Date shall be, a limited liability
company duly and validly organized, existing and in good standing
under, and governed by the laws of the State of Delaware and duly
qualified to do business in the Commonwealth of Massachusetts, and
Seller has all requisite power and authority to own and operate its
properties and to carry on its business as now conducted and to enter
into and perform this Agreement and to carry out the transactions
contemplated hereby.

(k)  Performance of this Agreement will not result in a breach of,
constitute a default under, or result in the imposition of a lien or
encumbrance upon the Premises under any agreement instrument,
covenant, or restriction by which Seller or the Premises might be
bound, and Seller is not prohibited from consummating the transactions
contemplated herein by any law or regulation, agreement, instrument,
restriction, order or judgment.

(l)  There are no attachments, executions, assignments for the benefit of
creditors, relationships, conservatorships or voluntary or involuntary
proceedings in bankruptcy or pursuant to any other debtor relief law
contemplated or filed by Seller or pending against Seller or the
Premises.

(m)  To the best knowledge of Seller, there are no defaults under any
covenants encumbering the Premises or any instrument, restriction,
judgment, law, or regulation affecting the Premises; nor has any event
occurred which with the giving of notice or the passage of time, or
both, could constitute such a default.

(n)  There is no outstanding, or, to the best knowledge of Seller,
threatened litigation, claims or proceedings before any court,
commission, agency or other administrative authority which could
affect Seller's title to the Premises or Seller's ability to
consummate the transaction contemplated by this Agreement.

(o)  With respect to the Lease: (a) no rent has been paid more than thirty
(30) days in advance, (b) to the Seller's knowledge, neither Seller
nor the Tenant is in default in the performance of any material
covenant, agreement or condition contained in the Lease; (c) Seller
has not received written notice from the Tenant regarding pending or
threatened offsets against rent or for any other monetary or material
claim against Seller which has not been fully resolved; (d) no rent
concessions have been created which are not disclosed in the Lease and
(e) the "Allowance" payable to the Tenant under the Lease which has
not been advanced as of the date of this Agreement is $2,112,012.

7.2  The representations and warranties made by Seller in Section 7.1 are
true and correct as of the date of this Agreement, and shall be true and correct
and deemed repeated as of the Closing. Said representations or warranties shall
survive consummation of the transaction contemplated by this Agreement and shall
continue in full force and effect without limitation and 

9

shall be binding upon and inure to the benefit of the parties hereto, their
successors in interest and assigns for a period of one (1) year after the
Closing (the "Representation Period"); provided, however, that the
representation made in subparagraph 7.1(i) shall survive indefinitely and the
representation made in subparagraph 7.1(o) with respect to the Lease shall not
survive the Closing if and to the extent the matters covered therein are covered
in the Tenant Estoppel.

7.3  Purchaser represents and warrants that:

(a)  Purchaser is a corporation duly organized and existing under the laws
of the State of Georgia and if required will qualify to transact
business in the Commonwealth of Massachusetts on or before Closing,
and Purchaser has all requisite power and authority to own and operate
its properties and to carry on its business as now conducted and to
enter into and perform this Agreement and to carry out the
transactions contemplated hereby.

(b)  To Purchaser's knowledge, no consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing
with, any governmental authority on the part of Purchaser is required
in connection with the execution and delivery of this Agreement or its
purchase of the Premises.

7.4  The representations and warranties made by Purchaser in Section 7.3
are true and correct as of the date of this Agreement, and shall be true and
correct and deemed repeated as of the Closing. Said representations or
warranties shall survive consummation of the transaction contemplated by this
Agreement and shall continue in full force and effect for the Representation
Period.

8.   Merger of All Prior Understandings; Premises to be Accepted "AS IS".

It is understood and agreed that all understandings and agreements
heretofore had between Seller and Purchaser with respect to the subject matter
of this Agreement and the transaction contemplated herein, including without
limitation the Letter of Intent dated June 4, 2001, between Purchaser and
Seller, are merged in this Agreement, which alone fully and completely expresses
their agreement, neither party relying upon any statement or representation, not
embodied in this Agreement, made by the other. Except as otherwise expressly
provided in this Agreement, Purchaser agrees (i) to accept the Premises on the
basis of Purchaser's own investigation of the Premises, (ii) that the Premises
will be acquired by the Purchaser "AS IS" on the date of this Agreement; (iii)
that Purchaser assumes the risk that adverse physical conditions may not be or
may not have been revealed by its own investigations or by Seller; (iv) that
Seller has made no express or implied representations or warranties of any kind
in connection with any matter relating to the present or future physical
condition, value, profitability, presence/absence of hazardous materials,
financing status, leasing, operation, use, tax status, income and expenses or
any other matter or thing pertaining to the Premises; and (v) that Seller has
made no express or implied representations or warranties of any kind except as
otherwise expressly set forth in this Agreement. Seller shall not be liable for
or bound by any verbal or written statements, representations, real estate
broker's "setups" or information pertaining to the Premises furnished by any
real estate broker, agent, employee, servant or any other person, including
without 

10

limitation the Brokers, unless the same are specifically set forth in this
Agreement.

Acceptance of the deed hereunder shall be deemed full performance of
Seller's obligations, except for those matters that expressly survive the
Closing, and for those matters set forth in any of Seller's Deliveries. The
provisions of this Section 8 shall survive the Closing.

9.    No Oral Change; Assignment

This Agreement may not be changed or terminated orally. The
stipulations aforesaid are to apply to and bind the legal representatives,
successors, and assigns, of the respective parties. Purchaser shall not have the
right to assign this Agreement without the written consent of Seller.

10.   Closing Expenses.

10.1  Seller's Costs. Seller shall pay, in addition to its apportionments,
the cost of its legal counsel as well as all applicable documentary stamps in
connection with the recording of the deed, and other costs and expenses which
are customarily borne by a seller of Premises in Quincy, Massachusetts.

10.2   Purchaser's Costs. Purchaser shall pay, in addition to its
apportionments, the cost of its legal counsel, accountants, engineers,
architects, and advisors and all other cost associated with its investigation of
the Premises during the Inspection Period, plus the cost, if applicable, of the
Title Commitment and the title insurance policy issued pursuant thereto, and
other costs and expenses which are customarily borne by a purchaser of Premises
in Quincy, Massachusetts.

11.   Notices.

All notices, demands, consents, requests, or other communications
provided for or permitted to be given hereunder by a party hereto must be in
writing and shall be deemed to have been properly given or served on the day of
delivery, if delivered by hand or courier service or by telecopy, telefax or
other telecommunications device capable of creating a written record (confirmed
by mail), or, if mailed, on the date of receipt or rejection as evidenced by the
green receipt card if deposited in the United States mail addressed to such
party by registered or certified mail, postage prepaid, return receipt
requested, at the following addresses

11.1  If to Seller:

Crownview LLC
c/o Nordic Properties, Inc.
Attn:  Mr. Ogden Hunnewell, President
15 Third Avenue
Burlington, Massachusetts 01803
Telephone - (617) 272-4000
FAX:  (617) 270-0359

11

with a copy to

Rubin and Rudman
Attn:  Myrna Putziger, Esquire     
50 Rowes Wharf                
Boston, Massachusetts 02110   
Telephone - (617) 330-7000    
FAX:  (617) 439-9556           

11.2  If to Purchaser:

Wells Capital, Inc. 
Attn:  Michael Berndt, Chief Investment Officer     
6200 The Corners Parkway, Suite 250                 
Norcross, Georgia 30092                             
Telephone - (770) 200-8127                          
FAX: (770) 200-8199                                 

with a copy to                                      

O'Callaghan & Stumm LLP                             
Attn: William L. O'Callaghan, Esq.                  
127 Peachtree Street NE, Suite 1330                 
Atlanta, Georgia 30303                              
Telephone - (404) 522-2002                          
FAX: (404) 522-3080                                  

Any such addresses for the giving of notices may be changed by either party
by giving written notice as provided above to the other party.

12.   Governing Law.

This Agreement shall be construed, interpreted, and enforced in
accordance with the laws of the Commonwealth of Massachusetts.

13.   Recording.

This Agreement may not be recorded.

14.   Default.

14.1  By Seller. In the event of a default by Seller hereunder, the sole
and exclusive remedy of Purchaser shall be to either (i) seek specific
performance of Seller's obligation hereunder in a court of competent
jurisdiction, or (ii) terminate this Agreement and receive back the Deposit plus
any accrued interest and the parties shall thereafter have no further rights or

12

obligations pursuant to this Agreement except for those matters that expressly
survive such termination. The parties agree that Purchaser's actual damages
would be difficult or impossible to determine if Seller defaults and the
ownership of the Premises has a unique value to Purchaser which is not
adequately capable of being compensated through the payment of damages, so that
it is specifically acknowledged and agreed that Purchaser shall be entitled to
the remedy of specific performance in connection with any such default, in the
event Purchaser elect to pursue such remedy. Notwithstanding anything in this
Agreement to the contrary, if Seller is unable to meet the requirements of
Section 4.5(f) or (i), Purchaser's sole remedies shall be either to waive such
requirements and proceed to acquire the Premises without deduction to the
Purchase Price or to terminate the Agreement pursuant to Section 14.1(ii) above.
Notwithstanding the foregoing, (i) Seller shall use commercially reasonable
efforts to satisfy the conditions of this Agreement, and, (ii) the foregoing
shall not limit Seller's obligation to discharge or cure Voluntary Encumbrances,
and Seller shall authorize the Title Company to pay such amounts from proceeds
otherwise due Seller at Closing.

14.2  By Purchaser. In the event of a default by Purchaser hereunder, the
sole and exclusive remedy of Seller shall be to terminate this Agreement, in
which event Seller may retain the Deposit plus any accrued interest as
liquidated damages (and not as a penalty), and the parties shall thereafter have
no further rights or obligations pursuant to this Agreement except for those
matters that expressly survive such termination. The parties agree that it would
be extremely difficult or impossible to ascertain the actual damages which would
be suffered by Seller if Purchaser fails to perform its obligations under this
Agreement, and that the Deposit is the best estimate of the amount of damages
Seller would suffer.

15.   Risk of Loss; condemnation.

15.1  (a)  The risk of loss or damage to the Premises by fire, accident,
act of God, calamity or otherwise ("Casualty") until the delivery of the deed is
retained by Seller. Seller agrees to furnish Purchaser with notice of any such
occurrence forthwith upon the happening thereof (a "Casualty Notice").

(b)  In the event the Premises is "substantially damaged," as defined
in the Lease, as a result of a Casualty, Seller may terminate this Agreement by
written notice given to the Purchaser within thirty (30) days of the date Seller
gives notice to Purchaser of any such Casualty (and the Closing shall be
extended to the extent necessary to provide such thirty (30) day period),
whereupon the Escrow Agent shall immediately repay the Deposit plus any accrued
interest to Purchaser and the parties shall thereafter have no further rights or
obligations pursuant to this Agreement except for those matters that expressly
survive such termination.

(c)  Unless terminated by Seller as provided in Section 15.1(b)
above, in the event the Premises is "substantially damaged," as defined in the
Lease, as a result of a Casualty and such damage results in the election of the
Tenant to terminate the Lease, Seller shall give notice to Purchaser of such
election by the Tenant within ten (10) days after receipt by Seller of notice
thereof. Purchaser may terminate this Agreement by notice given to Seller within
ten (10) days of the date of such notice from Seller (and the Closing shall be
extended to the extent necessary to provide for the time periods for the
Tenant's election and the two ten-day periods

13

provided herein).

15.2  If this Agreement is not terminated by Seller or Purchaser as
provided in Section 15.1, it shall remain in full force and effect and the
parties shall proceed to Closing without any reduction in the Purchase Price
except as specifically provided below. At the Closing, Seller shall assign to
Purchaser, without recourse, all insurance proceeds arising from the casualty
(to the extent not applied to any restoration relating thereto), together with a
credit against the Purchase Price equal to the deductible amount under the
applicable insurance policy.

15.3  Seller will notify Purchaser immediately upon obtaining knowledge of
any proceedings for a condemnation that affects the Premises. Purchaser may
participate in such proceedings, and Seller shall from time to time deliver to
Purchaser all instruments reasonably requested by it to permit such
participation. In the event of the institution of any proceedings for
condemnation of the Premises, Purchaser may terminate this Agreement by notice
given to Seller within thirty (30) days of the date Seller gives notice to
Purchaser of such condemnation (and the Closing shall be extended to the extent
necessary to provide such thirty (30) day period), whereupon the Escrow Agent
shall immediately repay the Deposit plus any accrued interest to Purchaser and
the parties shall thereafter have no further rights or obligations pursuant to
this Agreement except for those matters that expressly survive such termination.
If Purchaser does not terminate this Agreement, Seller shall pay over or assign
to Purchaser all awards recovered or recoverable on account of such
condemnation, and Purchaser shall take title to the Premises, subject to such
condemnation and without reduction in the Purchase Price.

16.   No Option.

The submission of this Agreement to Purchaser shall not be construed
to vest in Purchaser an option to purchase or any reservation of the Premises.
Purchaser shall have no right or interest hereunder until such time as this
Agreement has been fully executed by Seller and Purchaser.

17.   Successors and Assigns.

This Agreement shall inure to the benefit of and be binding upon the
Seller and Purchaser hereto and their respective heirs, personal
representatives, successors, and assigns. Purchaser shall have the right to
assign this Agreement to an affiliate of Purchaser, provided that Purchaser
shall not thereby be relieved from any liability under this Agreement.

18.   Further Assurances.

Seller and Purchaser each agree to execute any and all documents and
take such further actions as may be reasonably necessary to effectuate the
purposes of this Agreement.

19.   Inspection Period.

19.1  Purchaser may until July 18, 2001 (the "Inspection Period"), at
Purchaser's expense, (i) perform all engineering studies and soil tests and
borings on the Premises to 

14

determine the Premises' physical condition, (ii) perform all environmental
auditing, engineering and testing on the Premises as Purchaser shall reasonably
require to satisfy Purchaser that no unacceptable environmental condition exists
on the Premises, (iii) satisfy itself as to the location of utilities and
utility connection fees which may be necessary for Purchaser's intended use of
the Premises, (iv) conduct all other reviews and inspections which Purchaser
deems reasonably necessary to determine the Premises' suitability for
Purchaser's proposed use, including without limitation consultation with
governmental authorities having jurisdiction over the Premises. To facilitate
Purchaser's investigation, Seller agrees to promptly after the execution of this
Agreement to make available to Purchaser all property information in Seller's
possession respecting the Premises, including, but not limited to, contracts,
engineering reports, environmental reports, building plans, documents, permits,
and relevant municipal correspondence. Following any invasive testing or
inspection, Purchaser shall promptly restore the Premises to their same
condition as prior to such testing or inspection.

19.2  Seller hereby gives to Purchaser and its duly authorized agents,
contractors and/or representatives the right of access to the Premises during
the Inspection Period for the purpose of conducting such inspections, tests,
studies and other investigations. Prior to any such entry, Purchaser shall
provide Seller with a certificate of insurance in the amount reasonably
satisfactory to Seller in order to secure the indemnification provided for
hereafter. In addition, Seller shall be named an additional insured with respect
to any such policies of insurance. Any such entry shall be on reasonable notice
to Seller, shall be made in the presence of Seller or Seller's agent, and shall
be made in such a manner as to minimize interference with the Tenant's use and
occupancy of the Premises.

19.3  Purchaser covenants and agrees to defend, indemnify and hold
Seller harmless from and against any and all liens, claims, charges, costs,
suits, damages, injuries or other liabilities whatsoever including, without
limitation, reasonable attorneys fees, which may arise, directly or indirectly
from or as a consequence of the actions by Purchaser, its agents, employees or
contractors on the Premises prior to the Closing.  Purchaser agrees to hold in
confidence (except as required by law) any information or data relating to the
Premises obtained by Purchaser, including, but not limited to, information and
data obtained by Purchaser through testing and inspections, and any information
furnished by Seller.  Such covenant of confidentiality shall not prohibit
Purchaser from disclosing the existence of this Agreement and the transactions
contemplated hereby, and any information or data relating to the Premises
obtained by Purchaser, to any partners, underwriters, employees, lenders,
accountants or legal counsel of any of the foregoing, or to leasing brokers or
potential tenants of all or any portion of the Premises, or to any governmental
authority as contemplated by Section 19.1 hereof.  The provisions of this
Section 19.3 shall survive the termination of this Agreement.

19.4  At any time during the Inspection Period, Purchaser shall have the
right to terminate this Agreement for any reason or for no reason by delivering
written notice thereof to Seller on or before the last day of the Inspection
Period, and upon any such termination, neither party shall have any further
rights or obligations hereunder except those obligations that expressly survive
such termination, and the Escrow Agent shall return the Deposit plus all accrued
interest thereon to Purchaser. The failure of Purchaser to notify Seller in
writing prior to the end of the Inspection Period of Purchaser's desire to
terminate this Agreement shall

15

constitute a waiver of any unsatisfied conditions and of Purchaser's right to
terminate this Agreement, except for Seller's default. In the event that
Purchaser terminates this Agreement pursuant to this provision of this Section,
Purchaser shall return to Seller all information and data relating to the
Premises furnished by Seller to Purchaser.

19.5  If this Agreement is not terminated during the Inspection Period,
Seller agrees that during the interval between the end of the Inspection Period
and the Closing Date, Seller shall:

(a)   make no changes in the condition of title to the Premises;

(b)   continue to operate, maintain and insure the Premises consistent with
the present business and operations thereof, normal wear and tear and
casualty excepted, it being the intention of the parties hereto that
the general operations of the Premises shall not be changed between
the date hereof and the Closing Date; and

(c)   not modify, amend, renew, extend or terminate the Lease.

20.   Miscellaneous.

20.1  Captions and Headings. This Section and/or section headings and the
arrangement of this Agreement are for the convenience of the parties hereto and
do not in any way affect, limit, amplify or modify the terms and provisions
hereof.

20.2  Singular, Plural, etc. Wherever herein the singular number is used
the same shall include the plural and the masculine gender shall include the
feminine and neuter genders and vice versa as the context shall require.

20.3  Counterparts. This Agreement may be executed in several counterparts,
which shall constitute one and the same instrument.

20.4  Partial Invalidity. If any provision of this Agreement shall be
declared invalid or illegal for any reason whatsoever, then notwithstanding such
invalidity or illegality, the remaining terms and provisions of this Agreement
shall remain in full force and effect in the same manner as if the invalid or
illegal provisions had not been contained herein.

20.5  Exhibits. Each of the exhibits annexed to this Agreement constitute
an integral part hereof.

20.6  Time. When the last day for the performance of any act permitted or
required hereunder falls on any day which is not a business day in the City of
Boston, Massachusetts, such act may be performed on the next business day in
said city. Time is of the essence of each and every provision of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.

16

SELLER:

CROWNVIEW LLC
By:  Nordic Holdings III LLC

By: /s/ Peter C. Nordblom
-----------------------------
Peter C. Nordblom. Manager

By: /s/ Ogden Hunnewell
-----------------------------
Ogden Hunnewell, Manager

PURCHASER:

WELLS CAPITAL, INC.

By: /s/ Leo F. Wells, III
----------------------------------
Name: Leo F. Wells, III
Title: President
Hereunto duly authorized

17

List of Exhibits

A    Description of the Land               
B    Form of Escrow Agreement              
C    Form of Quitclaim Deed                
D    Lease Assignment                      
E    General Instrument                    
F    Non-Foreign Certificate               
G    Seller's Bring-Down Certificate       
H    Form of Tenant Estoppel               
I    Purchaser's Bring-Down Certificate    
J    Form of Property Management Agreement 
K    Environmental Reports                 
L    Service and Maintenance Contracts      

18

Exhibit A
---------

Description of the Land

The land with the buildings thereon situated in Quincy, Norfolk County,
Massachusetts and shown as Lot 13 on a plan entitled "Crown Colony Place,
Quincy, MA, Subdivision Plan" dated March 29, 1988 by H. W. Moore Associates,
Inc., Engineers and Planners, Boston, MA ("Lot 13" and the "Plan" respectively)
recorded with Norfolk County Registry of Deeds ("Deeds") as Plan No. 530 of 1988
in Plan Book 368.

Beginning at a point on the Southwesterly side of Crown Colony Drive, being the
Northerly corner of said Lot 13 and thence running.

Southeasterly and Easterly by Crown Colony Drive by a line curving to the left
having a radius of 645.00 feet, a distance of 647.03 feet; thence turning and
running

South 00 degrees 51' 42" East 19.46 feet; thence continuing

Southeasterly and Easterly by a line turning to the left having a radius of
385.00 feet, a distance of 221.09 feet; thence continuing

South 33 degrees 45' 52" East 324.95 feet; thence turning and running

South 67 degrees 32' 52" West 234.04 feet; thence turning and running

North 75 degrees 21' 07" West 88.44 feet; thence turning and running

North 26 degrees 42' 08" West 93.47 feet; thence turning and running

North 49 degrees 49' 37" West 79.83 feet; thence continuing

North 74 degrees 25' 51" West 135.99 feet; thence continuing

North 74 degrees 12' 41" West 150.68 feet; thence continuing

North 53 degrees 41' 24" West 284.55 feet; thence turning and running

North 86 degrees 03' 17" West 66.86 feet; thence continuing

South 63 degrees 43' 53" West 69.14 feet; thence turning and running

North 45 degrees 00' 00" West 91.92 feet; thence turning and running

North 05 degrees 44' 20" East 229.44 feet; thence turning and running

North 50 degrees 46' 37" East 411.62 feet to the point of beginning, the last
fifteen course being 

19

by Lot 1 as shown on the Plan.

Said Lot 13 being a subdivision of Lot 1 as shown on a plan entitled
"Subdivision Plan of Land 'Crown Colony Place' Quincy, MA" dated May 18, 1987 by
Harry R. Feldman, Inc. recorded as Plan No. 53 of 1988 in Plan Book 3654.

Appurtenant Rights

All the rights and easements for the benefit of Owners in Crown Colony Place set
forth in a Declaration of Covenants, Restrictions, Development Standard and
Easements ("Declaration of Covenants") for Crown Colony Place by Crown Colony
Realty Corp., as Trustee of Presidents' Plaza Realty Trust dated October 10,
1986 recorded in Book 7281, Page 352 and filed as Document No. 503941, as
amended by First Amendment to Declaration of Covenants, Restrictions,
Development Standards and Easements dated October 30, 1987 recorded in Book
7864, Page 493 and filed as Document No. 538949, as amended by Second Amendment
to Declaration of Covenants, Restrictions, Development Standards and Easements
dated as of February 4, 1988 recorded in Book 7978, Page 368 and filed as
Document No. 545752, as amended by Succession Developer under Declaration of
Covenants, Restrictions, Development Standards and Easements dated January 21,
1988 and recorded in Book 7864, Page 501 and filed as Document No. 538953 and as
modified by Easement Relocation Instrument dated May 26, 1988, recorded in Book
7978, Page 466 and filed as Document No. 545753 as affected by Design Review
Decision dated May 26, 1988, recorded May 27, 1989 in Book 7978, Page 443, as
affected by Confirmation of Easement Locations dated June 9, 1988 and filed as
Document No. 550330 and recorded in Book 8066, Page 271 as amended by Third
Amendment to Declaration of Covenants, Restrictions, Development Standards and
Easements dated July 11, 1988 filed as Document No. 550331 and recorded in Book
8066, Page 279 as affected by a Certificate of Compliance dated September 21,
1989 recorded October 5, 1989 in Book 8451, Page 543 and as further affected by
an Estoppel Certificate dated as of September 21, 1989 recorded October 5, 1989
in Book 8451, Page 541 as amended by Fourth Amendment to Declaration of
Covenants, Restrictions, Development Standards and Easement dated June 29, 1989,
recorded October 5, 1989 in Book 8451, Page 423 and filed as Document No.
575918, and as amended by Fifth Amendment to Declaration of Covenants
Restrictions Development Standards and Easements dated as of September 21, 1989
recorded October 5, 1989 in Book 8451,  Page 430 and filed as Document No.
575919.

The right, in common with Quincy One Associates Limited Partnership, and its
successors and assigns, to lay, construct, reconstruct, repair, replace,
operate, maintain, install and use water and sewer pipes, electric and telephone
utility lines, and other utility lines or pipes, underground within the are
shown on the Plan as "Utility Easement Area = 2,457 S.F. = .056 AC.", as set
forth in a deed from Quincy One Associates Limited Partnership to Edward A.
Fish, et als, dated May 26, 1988 recorded with said Deeds on May 27, 1988 as
Instrument No. 42521 Book 7978 Page 376.

Rights reserved for the benefit of "Grantor's Other Land" in deed dated March 5,
1985 from Crown Colony Realty Corp. as Trustee of President's Plaza Realty Trust
to K. Prescott Low, as Trustee of Low Realty Trust, recorded in Book 6633, Page
320 and filed as Document No.

20

464286.

Rights granted in deed from K. Prescott Low, as Trustee of Low Realty Trust, to
Crown Colony Realty Corp., as Trustee of President's Plaza Realty Trust dated
March 5, 1985 recorded in Book 6633, Page 310.

Easements granted in an Easement Agreement between Quincy One Associates Limited
Partnership and 1200 Crown Colony Limited Partnership, dated June 19, 1991
recorded in Book 8961, Page 515.

All other rights and easements which may be appurtenant to Lot 13.

21

EXHIBIT 10.89

LEASE FOR STATE STREET BUILDING

1200 CROWN COLONY DRIVE

L E A S E

ARTICLE 1
---------

Reference Data
--------------

1.1      Subject Referred To
-------------------  
Each reference in this Lease to any of the following subjects shall be
construed to incorporate the data stated for that subject in this
Section 1.1.

Date of this Lease:       November 30, 2000

Building:                 The seven (7) story building 
containing 234,668 rentable square
feet of floor area (the "Rentable
Floor Area of the Building").

Premises:                 The building and the parcel of land
on which the Building is situated,
located at 1200 Crown Colony Drive,
Quincy, Massachusetts in the park
commonly known as Crown Colony Place
(the "Park"), such parcel of land
being described in Exhibit A hereto
(called the "Land") and the Premises
being shown on Exhibit A-1 attached
hereto.

Landlord:                 Crownview LLC

Original Notice
Address of Landlord:      c/o Nordblom Management Company,
Inc. 15 Third Avenue Burlington,
Massachusetts 01803

Tenant:                   SSB Realty LLC, a Delaware limited 
liability company

Original Notice
Address of Tenant:        1200 Crown Colony Drive
Quincy, Massachusetts

Expiration Date:          March 31, 2011

Commencement Date:        The Date of this Lease

Rent Commencement
Date:                     February 1, 2001

Annual                    Fixed Rent Rate: $3,421,852.50 from
the Rent Commencement Date through
March 31, 2001; $6,922,706.00 from
April 1, 2001 through the end of the
3rd lease year (as hereinafter
defined); $7,274,708.00 during the
4th through 6th lease years; and
$7,861,378.00 during the 7th lease
year through the Expiration Date.

Monthly                   Fixed Rent Rate: $285,154.37 from
the Rent Commencement Date through
March 31, 2001; $576,892.16 from
April 1, 2001 through the end of the
3rd lease year (as hereinafter
defined); $606,225.66 during the 4th
through 6th lease years; and
$655,114.83 during the 7th lease
year through the Expiration Date.

Base Operating Costs:     $1,173,340.00

Base Taxes:               $880,005.00

Tenant's Percentage:      The total Rentable Floor Area of the
Building, which is 100%

Permitted Uses:           General business offices and such 
other uses as are customarily 
incidental thereto.

Guarantor:                State Street Corporation

Public Liability Insurance Limits:

Commercial General Liability: $3,000,000 per occurrence
$5,000,000 general aggregate

1.2      Exhibits.
--------

The Exhibits listed below in this section are incorporated in this
Lease by reference and are to be construed as a part of this Lease.

EXHIBIT A                 Legal Description
EXHIBIT A-1               Plan showing the Premises
EXHIBIT B                 HVAC Specifications

1.3      Table of Articles and Sections.
------------------------------

ARTICLE 1 -- Reference Data
---------------------------

1.1      Subjects Referred To.......................................................................     1

1

1.2      Exhibits...................................................................................     1
1.3      Table of Articles and Sections.............................................................     1

ARTICLE 2 -- Premises and Term                                                                           
------------------------------

2.1      Premises...................................................................................     3
2.2      Term.......................................................................................     3
2.3      Extension Option...........................................................................     3
2.3.1 Arbitration..........................................................................     3

ARTICLE 3 - Condition; Tenant's Work                                                                     
------------------------------------

3.1      Condition of Premises; Tenant's Work.......................................................     4
3.2      Allowance..................................................................................     4

ARTICLE 4 -- Rent                                                                                        
-----------------

4.1      The Fixed Rent.............................................................................     4
4.2      Additional Rent............................................................................     4
4.2.1    Real Estate Taxes.................................................................     4
4.2.2    Personal Property Taxes...........................................................     5
4.2.3    Operating Costs...................................................................     5
4.2.4    Insurance.........................................................................     6
4.2.5    Utilities.........................................................................     7
4.3      Late Payment of Rent.......................................................................     7

ARTICLE 5 -- Landlord's Covenants
---------------------------------

5.1      Affirmative Covenants......................................................................     7
5.1.1    Heat and Air Conditioning.........................................................     7
5.1.1.1  Supplemental Cooling Units...............................................     7
5.1.2    Electricity.......................................................................     7
5.1.2.1  Back-up Generators.......................................................     7
5.1.3    Cleaning; Water...................................................................     7
5.1.4    Elevator; Fire Alarm..............................................................     7
5.1.5    Repairs...........................................................................     7
5.1.6    Landlord's Insurance..............................................................     8
5.1.7    Landscaping, Snow Removal; Grounds Maintenance....................................     8
5.1.8    Building Maintenance Person.......................................................     8
5.2      Interruption...............................................................................     8
5.3      Access.....................................................................................     8
5.4      Union Labor................................................................................     8
5.5      Tenant's Rights with respect to Management and Services....................................     8

ARTICLE 6 -- Tenant's Additional Covenants                                                               
------------------------------------------

6.1      Affirmative Covenants......................................................................     8
6.1.1    Perform Obligations...............................................................     8
6.1.2    Use...............................................................................     8
6.1.3    Repair and Maintenance............................................................     8
6.1.4    Compliance with Law...............................................................     9
6.1.5    Indemnification...................................................................     9
6.1.6    Landlord's Right to Enter.........................................................     9
6.1.7    Personal Property at Tenant's Risk................................................     9
6.1.8    Payment of Cost of Enforcement....................................................     9
6.1.9    Yield Up..........................................................................     9
6.1.10   Estoppel Certificate..............................................................    10
6.1.11   Rules and Regulations.............................................................    10

6.2      Negative Covenants.........................................................................    10
6.2.1    Assignment and Subletting.........................................................    10
6.2.2    Nuisance..........................................................................    11
6.2.3    Hazardous Wastes and Materials....................................................    11
6.2.4    Floor Load; Heavy Equipment.......................................................    11
6.2.5    Installation, Alterations or Additions............................................    11
6.2.5.1 Rooftop Telecommunications Equipment......................................    11
6.2.5.2 Additional Generator......................................................    12
6.2.6    Abandonment.......................................................................    12
6.2.7    Signs.............................................................................    12
6.2.8    Parking and Storage...............................................................    12

ARTICLE 7 -- Casualty or Taking                                                                         
-------------------------------

7.1      Termination................................................................................    12
7.2      Restoration................................................................................    13
7.3      Award......................................................................................    13

ARTICLE 8 -- Defaults                                                                                   
---------------------

8.1      Events of Default..........................................................................    13
8.2      Remedies...................................................................................    13
8.3      Remedies Cumulative........................................................................    14
8.4      Landlord's Right to Cure Defaults..........................................................    14
8.5      Effect of Waivers of Default...............................................................    14
8.6      No Waiver, etc.............................................................................    14
8.7      No Accord and Satisfaction.................................................................    14

ARTICLE 9 -- Rights of Holders                                                                          
------------------------------

9.1      Rights of Holders..........................................................................    14
9.2      Lease Superior or Subordinate to Mortgages.................................................    14

2

ARTICLE 10 -- Miscellaneous Provisions   
--------------------------------------

10.1     Notices From One Party to the Other........................................................    15
10.2     Quiet Enjoyment............................................................................    15
10.3     Lease Not to be Recorded...................................................................    15
10.4     Limitation of Landlord's Liability.........................................................    15
10.5     Acts of God................................................................................    15
10.6     Landlord's Default.........................................................................    15
10.7     Brokerage..................................................................................    15
10.8     Applicable Law and Construction............................................................    15
10.9     Landlord's Representations.................................................................    15
10.10    Entire Agreement...........................................................................    16
10.11    Guaranty...................................................................................    16
10.12    Tenant's Self-Help.........................................................................    16
10.13    Cafeteria Equipment........................................................................    16

ARTICLE 2
---------

Premises and Term
-----------------

2.1      Premises. Landlord hereby leases to Tenant and Tenant hereby leases
-------- 
from Landlord, subject to and with the benefit of the terms, covenants,
conditions and provisions of this Lease, the Premises, including the
exclusive right to use the roof of the Building for the installation,
operation, repair and replacement of telecommunications equipment, in
accordance with subsection 6.2.5. Tenant shall have, as appurtenant to
the Premises, the right to use all of the parking spaces in the
existing parking area serving the Building.

2.2      Term. TO HAVE AND TO HOLD for a term (the "original term") beginning on
----
the Commencement Date and ending on the Expiration Date, unless sooner
terminated as hereinafter provided.

The term "lease year" as used herein shall mean a period of twelve (12)
consecutive full calendar months. The first lease year shall begin on
the Rent Commencement Date, and each succeeding lease year shall
commence upon the anniversary of the Rent Commencement Date.

2.3      Extension Option. Provided that as of the date of the notice specified
----------------
below, Tenant is not in default and has not previously been in monetary
default of its obligations under this Lease beyond any applicable grace
period during the twelve-month period prior to such notice, Tenant
shall have the right to extend the term of this Lease for one
additional period of five (5) years, to begin immediately upon the
expiration of the original term of this Lease (the "extended term").
All of the terms, covenants and provisions of this Lease shall apply to
such extended term except that (i) the Annual Fixed Rent Rate for such
extension period shall be the market rate at the commencement of such
extended term and (ii) the Base Operating Costs and the Base Taxes
shall be adjusted to reflect the actual Operating Costs and Taxes for
the preceding calendar year. If Tenant shall elect to exercise the
aforesaid option, it shall do so by giving Landlord notice in writing
of its intention to do so not later than fourteen (14) months prior to
the expiration of the original term of this Lease. If Tenant gives such
notice, the extension of this Lease shall be automatically effected
without the execution of any additional documents. The original term
and the extended term are hereinafter collectively called the "term".

Within fifteen (15) days following receipt of Tenant's extension notice
(but no earlier than fourteen (14) months prior to the expiration of
the original term), Landlord shall give notice to Tenant setting forth
Landlord's determination of the market rate. Within fifteen (15) days
following receipt of Landlord's notice Tenant shall either propose its
determination of the market rate by giving notice thereof to Landlord
or shall accept Landlord's determination. Failure on the part of Tenant
to give such notice of its determination shall bind Tenant to
Landlord's determination. If Tenant proposes its determination of the
market rate, then Landlord and Tenant shall meet for the purpose of
reaching agreement. If the parties have been unable to reach agreement
within fifteen (15) days following Tenant's notice to Landlord of its
determination, then, within fifteen (15) days thereafter, Tenant shall
either revoke its exercise of the aforesaid option by giving notice
thereof to Landlord (in which case such exercise shall be rendered
ineffective and the right of extension shall expire and be of no
further force and effect), or shall call for arbitration. If Tenant
calls for arbitration, then the dispute as to the market rate shall be
submitted to arbitration as set forth below.

Market rate shall be determined as of the beginning of the extended
term at the then current arms-length negotiated rentals being charged
to new (or renewal tenants for renewals and extensions which do not
have pre-negotiated contract rents) for comparable office space in
comparable buildings located in the Quincy/Braintree area, taking into
account and giving effect to, in determining compatibility, without
limitation, such considerations as size, location, lease term and
amenities. The arbitrator shall also consider and incorporate into the
computation, on a net effective rent basis, the then existing
inducements and allowances customarily being offered to tenants seeking
similar office space for comparable terms in comparable buildings in
the Quincy/Braintree market area.

In any event, the Annual Fixed Rent Rate for the extended term shall
not be less than the Annual Fixed Rent Rate in effect immediately prior
to such extended term.

2.3.1 Arbitration. A. If Tenant shall make a call for arbitration, it
-----------
shall notify Landlord in writing, specifying the name and address
of the arbitrator selected to act on its behalf. The arbitrator
shall be a real estate appraiser or broker with at least ten (10)
years' experience in the field and familiar with the
Quincy/Braintree area office market. Any arbitrator who is an
appraiser shall be a qualified member of the American Institute
of Real Estate Appraisers, or any successor of such Institute (or
if such organization or successor shall not longer be in
existence, a recognized national association or institute of land
appraisers) familiar with the fair market rent of first-class
commercial office space in the Quincy/Braintree area. Failure on
the part of Tenant to make a timely and proper demand for such
appraisal shall constitute a waiver of the right thereto. Within
ten (10) business days after Tenant's notice of demand for
arbitration, Landlord shall give notice to Tenant, specifying the
name and address of the person designated by Landlord to act on
its behalf who shall be similarly qualified. If Landlord fails to
notify Tenant within such 10-day period, then the arbitrator
appointed by Tenant shall be the sole arbitrator to determine the
issue.

B. In the event that two arbitrators are chosen pursuant to
paragraph A above, the arbitrators so chosen shall meet within
ten (10) business days after the second arbitrator is appointed
and, if within ten (10) business days after such first meeting
the two arbitrators shall be unable to agree upon a determination
of market rate, they shall appoint a third arbitrator, who shall
be a competent and impartial person with the same minimum
qualifications and experience as is required of the first two
arbitrators. In the event they are unable to agree upon such
appointment within five (5) business days after expiration of
said 10-day period, the third arbitrator shall be selected by the
parties themselves, if they can agree thereon, within a further
period of ten (10) business days. If the parties do not so agree,
then either party, on behalf of both, may request appointment of
such a qualified person by an officer of the American Arbitration
Association in Boston, Massachusetts. The three arbitrators shall
decide the dispute, if it has not previously been resolved, by
following the procedure set forth below. The arbitrators shall
not have the right to modify any provision of this Lease other
than the Annual Fixed Rent Rate.

C. Where the issue cannot be resolved by agreement of the two
arbitrators selected by Landlord and Tenant or settlement between
the parties during the course of the appraisal process, the issue
shall be resolved by the three arbitrators in accordance with the
following procedure. Within twenty (20) days after the third
arbitrator has been selected, each arbitrator shall state in
writing his determination of the market rate, supported by the
reasons therefor, with counterpart copies to each party. The
arbitrators shall arrange for a 

3

simultaneous exchange of such proposed determinations. The market
rate shall be the mean of the three appraisals; provided,
however, if an appraisal deviates from the mean by more than 10%,
such deviant appraisal shall be discarded and market rate shall
be, if there is one deviant appraisal, the mean of the two
appraisals remaining, or, if there are two deviant appraisals,
the one appraisal remaining.

D. All such determinations of market rate shall be final and
binding upon the parties. The provision for determination by
appraisal shall be specifically enforceable to the extent such
remedies are available under the applicable law, and any
determination hereunder shall be final and binding upon the
parties hereto, and either party shall have the right to enter
judgment thereon, unless otherwise provided by applicable law. If
a determination of market rate is to be made pursuant to this
Section 2.3.1, Landlord and Tenant shall each pay for the fees
and disbursements of any arbitrator appointed by it and shall
share equally in the fees and expenses of any third arbitrators.

ARTICLE 3
---------

Condition; Tenant's Work
------------------------

3.1      Condition of Premises; Tenant's Work. The Premises are leased to Tenant
------------------------------------                
in "as-is" condition, without any obligation by Landlord to construct
or prepare the Premises for Tenant's use or occupancy, and without any
representations or warranties by Landlord as to the condition or
suitability of the Premises for Tenant's use, except as otherwise
specifically set forth in Section 10.9 below. Tenant shall perform all
work (the "Tenant's Work") which is necessary or desirable to prepare
the Premises for Tenant's use and occupancy. During the performance of
the Tenant's Work, Tenant shall not be obligated to pay Fixed Rent to
Landlord unless the Rent Commencement Date has occurred. However,
Tenant shall reimburse Landlord for its actual costs in connection with
the Tenant's Work, including the cost of electrical usage during
construction in excess of the normal kilowatt/hour usage at the
Building during the most recent billing period in which the Building
was vacant, additional janitorial services and trash removal. All
Tenant's Work shall be performed by and at the expense of Tenant in
accordance with all applicable laws and in accordance with and subject
to the applicable provisions of this Lease, including, without
limitation, Section 6.2.5. The architectural, electrical and mechanical
construction drawings, plans and specifications (called "plans")
necessary to perform the Tenant's Work shall be Tenant's sole
responsibility and at its expense, and shall be submitted to Landlord
for its approval. Landlord shall approve or disapprove in writing the
initial submission of any plans within fifteen (15) business days of
receipt thereof, and any revisions thereof within ten (10) business
days of receipt of revisions, as the case may be, failing which, such
plans shall be deemed approved. If any of such plans are disapproved by
Landlord, Landlord shall provide Tenant with specific reasons for such
disapproval and the foregoing submission process shall be repeated
until all plans have been approved by Landlord. Landlord's approval in
each instance shall not be unreasonably withheld, conditioned or
delayed for any plans (i) which do not involve or affect any structural
or exterior element of the Building or any portion thereof, or (ii)
which do not materially and adversely affect the value of the Building
or any portion thereof, or (iii) which do not materially adversely
affect the proper functioning of the Building systems or other
facilities, or (iv) which will not change the character of the exterior
or interior architectural design of the Building. Tenant's Work may
include removal of some or all of the Existing Cafeteria Equipment
(defined in Section 10.13) if Tenant so elects, provided, however, that
simultaneously with its submission to Landlord of the plans for the
Tenant's Work, Tenant shall identify in writing those components of the
Existing Cafeteria Equipment that Tenant intends to so remove and shall
request in writing that Landlord advise Tenant whether such equipment,
if removed, must be replaced at the end of term. If Landlord does not
notify Tenant that the equipment identified by Tenant will have to be
replaced at the end of the term, then Landlord shall have no right
thereafter to request replacement of such equipment at the expiration
or earlier termination of this Lease.

3.2      Allowance. Landlord shall pay to Tenant an allowance of up to
--------- 
$2,112,012.00 (the "Allowance") towards the cost of the Tenant's Work
(including the design fees of Tenant's architects and engineers).
Payments shall be made to Tenant no more frequently than monthly and
when and as Landlord receives waivers of lien from all contractors and
subcontractors to the extent required by Landlord's lender, invoices
from contractors, subcontractors and suppliers, and other reasonable
documentation evidencing the costs, including fees of architects and
engineers, incurred by Tenant for the Tenant's Work, to the reasonable
satisfaction of Landlord. Landlord shall, within twenty (20) days of a
requisition therefor, pay to Tenant the amount of each such
requisition. Such payments, in the aggregate, shall not exceed the
Allowance. Landlord shall make final payment to Tenant within thirty
(30) days following the submission by Tenant of a written statement
from Tenant's architect or engineer that the Tenant's Work has been
completed in accordance with the approved plans, a final lien waiver
executed by Tenant's general contractor and a final certificate of
occupancy for the Premises. If Landlord fails to pay Tenant any portion
of the Allowance properly payable by Landlord to Tenant under this
Section 3.2 and such failure continues for thirty (30) days after
written notice thereof from Tenant to Landlord and any holder of a
mortgage of which Tenant has been given notice, then Tenant shall have
the right to set-off the amount thereof, together with interest at the
Interest Rate (defined in Section 8.4 hereof), against the rent next
payable by Tenant hereunder until the aggregate amount so set-off by
Tenant shall equal the amount due from Landlord.

ARTICLE 4
---------

Rent
----

4.1      The Fixed Rent. Commencing on the Rent Commencement Date, Tenant
-------------- 
covenants and agrees to pay rent to Landlord at the Original Address of
Landlord or at such other place or to such other person or entity as
Landlord may by notice in writing to Tenant from time to time direct,
at the Annual Fixed Rent Rate, in equal installments at the Monthly
Fixed Rent Rate (which is 1/12th of the Annual Fixed Rent Rate), in
advance, on the first day of each calendar month included in the term.

4.2      Additional Rent. Tenant covenants and agrees to pay, as Additional
---------------
Rent, insurance costs, utility charges, personal property taxes and its
pro rata share of increases in real estate taxes and operating costs
with respect to the Premises as provided in this Section 4.2 as
follows:

4.2.1    Real Estate Taxes. If Taxes (as hereinafter defined) for any 
-----------------
Tax Year during the term shall exceed Base Taxes, Tenant shall
reimburse Landlord, as additional rent, for Tenant's
Percentage of such excess (such amount hereinafter referred to
as "Tax Excess"). Tenant shall remit payments to Landlord on
account of Tax Excess on a quarterly basis as hereinafter set
forth. Landlord shall deliver copies of all tax bills to
Tenant promptly upon Landlord's receipt of the same from the
City of Quincy, together with a written notification setting
forth Landlord's manner of computation of Tax Excess. Tenant
shall remit to Landlord, at least ten (10) days prior to the
date within a Tax Year that any Taxes become due and payable
(but in any event no earlier than twenty (20) days following
Landlord's written notice to Tenant specifying Tax Excess as
aforesaid), a sum equal to the Tax Excess, as reasonably
calculated by Landlord from time to time on the basis of the
most recent tax data available. If the total of such
remittances for any Tax Year is greater than the actual Tax
Excess for such Tax Year, Landlord shall promptly pay to
Tenant, or credit against the next accruing payments to be
made by Tenant pursuant to this subsection 4.2.1, the
difference; if the total of such remittances is less than the
actual Tax Excess for such Tax Year, Tenant shall pay the
difference to Landlord within ten (10) days following a
written notice thereof.

If, after Tenant shall have made reimbursement to Landlord
pursuant to this subsection 4.2.1, Landlord shall receive a
refund of any portion of Taxes paid by Tenant with respect to
any Tax Year during the term hereof as a result of an
abatement of such Taxes by legal proceedings, settlement or
otherwise (without Landlord having any obligation to 

4

undertake any such proceedings), Landlord shall promptly pay
to Tenant, or if first approved by Tenant, credit against the
next accruing payments to be made by Tenant pursuant to this
subsection 4.2.1, the Tenant's Percentage of the refund (less
the proportional, pro rata expenses, including attorneys' fees
and appraisers' fees, incurred in connection with obtaining
any such refund), as relates to Tax Excess paid by Tenant to
Landlord with respect to any Tax Year for which such refund is
obtained. Provided Landlord is not prosecuting an abatement
with respect thereto, Tenant may prosecute appropriate
proceedings for abatement or reduction of any tax with respect
to which Tenant is required to make payments as hereinbefore
provided, and Tenant agrees to save Landlord harmless from all
costs and expenses incurred on account of Tenant's
participation in such proceedings. Landlord shall cooperate
with Tenant with respect to such proceedings so far as
reasonably necessary. Any abatement or reduction effected by
such proceedings shall accrue to the benefit of Tenant and
Landlord and such other parties as their interests may appear
according to their respective contributions to the taxes
involved in any such proceedings. Whichever party brings the
abatement proceedings shall institute and prosecute them
diligently. Neither Tenant nor Landlord shall settle,
compromise or discontinue the abatement proceedings without
the consent of the other unless such party gives the other
notice thereof and a reasonable opportunity to assume
prosecution.

In the event this Lease shall commence, or shall end (by
reason of expiration of the term or earlier termination
pursuant to the provisions hereof), on any date other than the
first or last day of the Tax Year, or should the Tax Year or
period of assessment of real estate taxes be changed or be
more or less than one (1) year, as the case may be, then the
amount of Tax Excess which may be payable by Tenant as
provided in this subsection 4.2.1 shall be appropriately
apportioned and adjusted.

The term "Taxes" shall mean all taxes, assessments,
betterments and other charges and impositions (including, but
not limited to, fire protection service fees and similar
charges) levied, assessed or imposed at any time during the
term by any governmental authority upon or against the
Premises, or taxes in lieu thereof, and additional types of
taxes to supplement real estate taxes due to legal limits
imposed thereon. If, at any time during the term of this
Lease, any tax or excise on rents or other taxes, however
described, are levied or assessed against Landlord with
respect to the rent reserved hereunder, either wholly or
partially in substitution for, or in addition to, real estate
taxes assessed or levied on the Premises, such tax or excise
on rents shall be included in Taxes but only to the extent
applicable to owners of real estate generally and provided any
such tax or excise on rents shall be calculated as if the
Premises were the only property owned by Landlord; however,
Taxes shall not include franchise, estate, inheritance,
succession, capital levy, transfer, income or excess profits
taxes assessed on Landlord. Taxes shall include any estimated
payment made by Landlord on account of a fiscal tax period for
which the actual and final amount of taxes for such period has
not been determined by the governmental authority as of the
date of any such estimated payment.

4.2.2    Personal Property Taxes. Tenant shall pay all taxes charged,
-----------------------  
assessed or imposed upon the personal property of Tenant in or
upon the Premises.

4.2.3    Operating Costs. If, during the term hereof, Operating Costs
---------------
as hereinafter defined) incurred by Landlord in any calendar
year shall exceed Base Operating Costs, Tenant shall reimburse
Landlord, as additional rent, for Tenant's Percentage of any
such excess (such amount being hereinafter referred to as the
"Operating Costs Excess"). Tenant shall remit to Landlord, on
the first day of each calendar month, estimated payments on
account of Operating Costs Excess, such monthly amounts to be
sufficient to provide Landlord, by the end of the calendar
year, a sum equal to the Operating Costs Excess, as reasonably
estimated by Landlord from time to time based on the actual
Operating Costs for the preceding calendar year; provided,
however, if Landlord desires to charge Tenant amounts in
excess of the actual costs for the prior calendar year,
Landlord shall furnish Tenant with reasonable back-up
documentation to support such increase. If, at the expiration
of the year in respect of which monthly installments of
Operating Costs Excess shall have been made as aforesaid, the
total of such monthly remittances is greater than the actual
Operating Costs Excess for such year, Landlord shall, at
Tenant's election if the refund exceeds 10% of the actual
Operating Costs Excess, promptly pay to Tenant, or credit
against the next accruing payments to be made by Tenant
pursuant to this subsection 4.2.3, the difference; if the
total of such remittances is less than the Operating Costs
Excess for such year, Tenant shall pay the difference to
Landlord within twenty (20) days from the date Landlord shall
furnish to Tenant an itemized statement of the Operating Costs
Excess (called the "Landlord's Statement"), prepared,
allocated and computed in accordance with generally accepted
accounting principles. Landlord shall use reasonable efforts
to furnish the Landlord's Statement within ninety (90) days
after the end of the calendar year in question, provided,
however the failure to furnish the same within such 90-day
period shall not constitute a waiver of Landlord's right to
furnish the same thereafter. Each Landlord's Statement for a
calendar year shall be accompanied by a computation of the
Operating Costs Excess for the Premises in reasonable detail
showing a breakdown among line items. The computation of any
Common Expenses (defined below) shall be broken down in
reasonable detail if a breakdown of the same has been afforded
Landlord by the board of managers of the Park. Upon Tenant's
request therefor, Landlord will provide Tenant with such
back-up documentation relating to Operating Costs as Tenant
shall reasonably request. Landlord's books and records and
back-up documentation relating to Operating Costs shall be
kept by Landlord for at least three (3) years following the
end of the calendar year in question. Tenant shall have the
right, upon reasonable notice and during business hours, to
examine, at Landlord's office, within six (6) months following
Tenant's receipt of the Landlord's Statement, Landlord's books
and records respecting such Landlord's Statement. If it is
determined that an error has been made, appropriate adjustment
will be made by Landlord and paid to Tenant with interest at
the Interest Rate, and if the amount of any such adjustment is
equal to or greater than five (5%) percent of the amount
indicated in Landlord's Statement, then Landlord shall
reimburse Tenant for the reasonable cost of Tenant's audit.
Any reimbursement for Operating Costs due and payable by
Tenant with respect to periods of less than twelve (12) months
shall be equitably prorated. Landlord's books and records
regarding Operating Expenses shall be kept in accordance with
generally accepted accounting principles as applicable to the
real estate industry and consistently maintained from year to
year.

The term "Operating Costs" shall mean all costs and expenses
reasonably and actually incurred for the operation, cleaning,
maintenance, repair and upkeep of the Premises consistent with
first-class office buildings in the suburban Boston area,
including, without limitation, all costs of snow removal,
landscaping and grounds maintenance, maintenance (including
repaving and restriping) and repair of parking lots, including
maintenance and repair of any parking garage constructed on
the Land by or on behalf of Tenant pursuant to subsection
6.2.8, sidewalks, walkways, access roads and driveways at the
Premises, security, operation and repair of heating and
air-conditioning equipment, elevators, lighting and any other
Building equipment or systems and of all repairs and
replacements (other than repairs or replacements for which
Landlord has received full reimbursement or for which Tenant
is paying an annual charge-off pursuant to the last paragraph
of this section) necessary to keep the Premises in good
working order, repair, appearance and condition; all costs,
including material and equipment costs, for cleaning and
janitorial services to the Building (including window cleaning
of the Building); all costs of any reasonable insurance
carried by Landlord relating to the Premises (which shall not
exceed in coverage and amount for Special Form Property
Insurance carried for comparable properties within the
suburban Boston area); all costs related to provision of heat
(including oil, electric, steam and/or gas), air-conditioning,
water (including sewer charges), electricity and other
utilities to the Premises (other than electricity for Tenant's
lights, outlets and fan-powered boxes for which Tenant is
separately check metered); payments under all service
contracts relating to the foregoing; all costs of the
Premises' allocable share of Common Expenses for the Park; all
compensation, fringe benefits, payroll taxes and workmen's
compensation insurance premiums related thereto with respect
to any employees of Landlord or its affiliates engaged in
security and maintenance of the Premises equitably allocated
to the Premises if such employees perform services at other
buildings and properties owned by Landlord; attorneys' fees
and disbursements (exclusive of any such fees and
disbursements incurred in tax abatement proceedings) and
auditing and other professional fees and expenses incurred in
connection with the operation and management of the Property;
costs and expenses resulting from a migration of hazardous
materials from properties in the vicinity of the Premises
(including attorney's fees and costs of testing and
remediation, but less any amounts recovered by Landlord from
the responsible party); and a management fee equal to 2.50% of
the Fixed Rent.

5

The term "Common Expenses" as used herein shall mean all costs
and expenses incurred by the Park board of managers and
charged to Landlord from time to time pursuant to the Park
Covenants (hereinafter defined) to manage, operate, inspect,
maintain, repair and replace the roads, utility lines,
drainage systems and easement areas of the Park which serve
the Premises in common with other premises in the Park, and
all other costs referred to as Common Expenses in that
Declaration of Covenants, Restrictions, Development Standards
and Easements dated October 10, 1986 by Crown Colony Realty
Corp., as Trustee of Presidents' Plaza Realty Trust recorded
with Norfolk Registry of Deeds in Book 7281, Page 352 and
filed in Norfolk County Registry District of the Land Court as
Document No. 503941, as the same may be amended of record (as
amended, "Park Covenants"), a copy of which has been delivered
to Tenant herewith. The Premises' allocable share of Common
Expenses attributable thereto shall be determined and
calculated in accordance with the Park Covenants. Landlord
shall consult with Tenant prior to any vote of building owners
regarding an upcoming special assessment for the Park.

There shall not be included in such Operating Costs brokerage
fees (including rental fees) related to the operation of the
Building; interest and depreciation charges incurred on the
Premises; expenditures made by Tenant with respect to (i)
cleaning, maintenance and upkeep of the Premises, and (ii) the
provision of electricity to the Premises; salaries of
executives above the grade of building or asset manager;
expenditures for capital improvements or capital equipment,
except as specifically authorized in the next paragraph below;
cost of repairs or replacements incurred by reason of fire or
other casualty or condemnation, to the extent of proceeds of
insurance or a taking award received by Landlord; depreciation
and amortization of the Building; payment of principal,
interest or other charges on indebtedness of Landlord;
brokerage fees or commissions and other costs incurred to
lease space in the Building (including advertising, public
relations expenses, marketing, legal and accounting expenses);
rental payments incurred to lease any equipment or other item
which is considered to be capital in nature; costs to cure
violations of building codes and environmental laws, unless
such costs arise out of Tenant's use of the Premises, and
costs to remove or remediate hazardous or toxic substances
which constitute a breach of Landlord's warranty or which are
released during the Term solely by Landlord or any of
Landlord's agents, employees or contractors; any ground lease
or air rights rental and related costs; penalties and interest
incurred as a result of Landlord's negligence or inability or
unwillingness to make tax payments when due; Operating Costs
which are reimbursed to Landlord by third parties, such as
through insurance or any other sources; costs for decoration
and works of art; contributions to employee pension plans;
contributions to charitable or civic organizations in excess
of the amounts thereof charged to tenants by owners of
comparable buildings in the Quincy/Braintree area; costs
attributable to ownership of the Building, including
Landlord's general office overhead and legal, accounting and
other consulting fees properly includable as general and
administrative expenses; costs incurred to bring the Building
in conformity with laws and requirements in effect prior to
the Commencement Date; any cost representing an amount paid to
any person, firm, corporation or other entity related to or
affiliated with Landlord, which amount is in excess of the
amount which would have been paid in the absence of such
relationship for comparable work or services; the Allowance.
The foregoing exclusions shall not apply to the extent the
costs and expenses at issue arise out of the Tenant's use of
the Premises or work performed in the Premises by or on behalf
of Tenant.

If, during the term of this Lease, Landlord shall replace any
capital items or make any capital expenditures which (a) are
intended to reduce Operating Costs or (b) are required to
comply with laws enacted after the date of this Lease or (c)
are required to replace worn-out items as may be necessary to
maintain the Building in good working order, repair,
appearance and in first-class condition, and not to enhance
the Building over and above its current appearance and
condition (but the annual charge-off in this category (c) in
any calendar year shall not exceed $1.75 times the Rentable
Floor Area of the Building, with the $1.75 figure increased at
the beginning of each calendar year by the percentage increase
in the Consumer Price Index-All Urban Consumers, All Items,
1984, Boston, MA during the previous calendar year) (the items
in clauses (a), (b) and (c) are collectively called "capital
expenditures"), the total amount of which is not properly
included in Operating Costs for the calendar year in which
they were made, there shall nevertheless be included in
Operating Costs for each calendar year in which and after such
capital expenditure is made the annual charge-off of such
capital expenditure. (Annual charge-off shall be determined by
(i) dividing the original cost of the capital expenditure by
the number of years of the reasonably contemplated useful life
thereof; and (ii) adding to such quotient an interest factor
computed on the unamortized balance of such capital
expenditure based upon an interest rate reasonably determined
by Landlord as being the interest rate then being charged for
long-term mortgages by institutional lenders on like
properties within the locality in which the Building is
located, provided that the annual charge-off included in
Operating Costs for items intended to reduce Operating Costs
for any calendar year shall not exceed the amount of savings
in Operating Costs actually realized thereby in such calendar
year.) If in any calendar year, Common Expenses for the Park
include a special assessment that exceeds $1.50 times the
Rentable Floor Area of the Building, Landlord shall amortize
the cost thereof on an annual charge-off basis, determined in
the same manner for determining the annual charge-off for
capital expenditures as specified in the immediately preceding
parenthetical sentence, and Operating Costs for each calendar
year in which and after such assessment is made shall only
include such annual charge-off.

4.2.4    Insurance. Tenant shall, at its expense, as Additional Rent,
--------- 
take out and maintain throughout the term the following
insurance protecting Landlord:

4.2.4.1  Commercial general liability insurance naming
Landlord, Tenant, and Landlord's managing agent and
any mortgagee of which Tenant has been given notice
as insureds or additional insureds and indemnifying
the parties so named against all claims and demands
for death or any injury to person or damage to
property which may be claimed to have occurred on the
Premises in amounts which shall, at the beginning of
the term, be at least equal to the limits set forth
in Section 1.1, and, which, from time to time during
the term, shall be for such higher limits, if any, as
are customarily carried in the area in which the
Premises are located on property similar to the
Premises and used for similar purposes; and workmen's
compensation insurance with statutory limits covering
all of Tenant's employees working on the Premises.

4.2.4.2  Fire insurance with the usual extended coverage
endorsements covering all Tenant's furniture,
furnishings, fixtures, equipment, all improvements
located within the Building including those installed
as part of Tenant's Work, and any parking garage
constructed on the Land by Tenant. Tenant may elect
to self-insure some or all of its furniture,
equipment and personal property under a program of
self-insurance reasonably satisfactory to Landlord.

4.2.4.3  All such policies shall be obtained from responsible
companies qualified to do business and in good
standing in Massachusetts, which companies and the
amount of insurance allocated thereto shall be
subject to Landlord's approval. Tenant agrees to
furnish Landlord with certificates evidencing all
such insurance prior to the beginning of the term
hereof and evidencing renewal thereof at least thirty
(30) days prior to the expiration of any such policy.
Each such policy shall be non-cancelable with respect
to the interest of Landlord without at least ten (10)
days' prior written notice thereto. Such insurance
may be carried under a blanket policy covering the
Premises and other locations of Tenant, if any, or by
means of an umbrella policy, or by a combination of
both. In the event provision for any such insurance
is to be by a blanket or umbrella insurance policy,
or both, the policy shall allocate a specific and
sufficient amount of coverage to the Premises.

4.2.4.4  All insurance which is carried by either party with
respect to the Building, Premises or to furniture,
furnishings, fixtures, or equipment therein or
alterations or improvements thereto, whether or not
required, shall include provisions which either
designate the other party as one of the insured or
deny to the insurer acquisition by subrogation of
rights of recovery against the other party to the
extent such rights have been waived by the insured
party prior to occurrence of loss or injury, insofar
as, and to the extent that, such provisions may be

6

effective without making it impossible to obtain
insurance coverage from responsible companies
qualified to do business in the state in which the
Premises are located (even though extra premium may
result therefrom). In the event that extra premium is
payable by either party as a result of this
provision, the other party shall reimburse the party
paying such premium the amount of such extra premium.
If at the request of one party, this non-subrogation
provision is waived, then the obligation of
reimbursement shall cease for such period of time as
such waiver shall be effective, but nothing contained
in this subsection shall derogate from or otherwise
affect releases elsewhere herein contained of either
party for claims. Each party shall be entitled to
have certificates of any policies containing such
provisions. Each party hereby waives all rights of
recovery against the other for loss or injury against
which the waiving party is protected by insurance
containing said provisions or for which such party
self-insures, reserving, however, any rights with
respect to any excess of loss or injury over the
amount recovered by such insurance. Neither Landlord
nor Tenant shall acquire as insured under any
insurance carried by the other party on the Premises
any right to participate in the adjustment of loss or
to receive insurance proceeds and each agrees upon
request from the other party promptly to endorse and
deliver to the other any checks or other instruments
in payment of loss in which Landlord or Tenant is
named as payee.

4.2.5    Utilities.  Tenant shall pay to Landlord all charges for
---------  
electricity supplied by Landlord and separately chece metered
(which shall include electricity for lights, outlets and
fan-powered boxes), charges for telephone and other utilities
or services not supplied by Landlord pursuant to Subsections
5.1.1, 5.1.2 and 5.1.3, whether designated as a charge, tax,
assessment, fee or otherwise, all such charges to be paid as
the same from time to time become due. Except as otherwise
provided in Article 5, it is understood and agreed that Tenant
shall make its own arrangements for the installation or
provision of all such utilities and that Landlord shall be
under no obligation to furnish any utilities to the Premises
and shall not be liable for any interruption or failure in the
supply of any such utilities to the Premises. All other
charges for electrical usage at the Premises (other than
electricity for lights, outlets and fan-powered boxes as
aforesaid), shall be paid for by Tenant as part of Operating
Costs.

4.3      Late Payment of Rent. If any installment of rent is paid more than
-------------------- 
fifteen (15) days after the date the same was due, and if on a prior
occasion in the twelve (12) month period prior to the date such
installment was due an installment of rent was paid after the same was
due, then Tenant shall pay Landlord a late payment fee equal to one and
one-half (1.5%) percent of the overdue payment.

ARTICLE 5
---------

Landlord's Covenants
--------------------

5.1      Affirmative Covenants.  Landlord covenants with Tenant:
---------------------

5.1.1    Heat and Air-Conditioning. To furnish to the Premises heat 
-------------------------
and air-conditioning (reserving the right, at any time, to
change energy or heat sources) by means of a fan-powered box
system sufficient to maintain the Premises at comfortable
temperatures (subject to all federal, state, and local
regulations relating to the provision of heat), on Mondays
through Fridays during the hours of 7:30 a.m. to 6:30 p.m. and
on Saturdays from 9:00 a.m. to 1:00 p.m. (called "Normal
Business Hours"), except on such holidays on which the New
York Stock Exchange is closed. The design criteria for the
heating, ventilating and air conditioning systems serving the
Premises are set forth in the HVAC Specifications attached
hereto as Exhibit B. If Tenant shall require heat or air-
conditioning outside Normal Business Hours, Landlord shall,
upon the request of Tenant received at least 24 hours prior to
the time such additional air conditioning or heat is required,
furnish such service or cause such service to be furnished and
Tenant shall pay, as Additional Rent, such charges as may from
time to time be established by Landlord and be in effect to
cover Landlord's costs of providing such service.

5.1.1.1  Supplemental Cooling Units. As of the date of this
--------------------------
Lease, the Building contains two supplemental cooling
units connected to the Supplemental Generator
(defined below): (i) an eight-ton unit in the 6th
floor computer room serviced by 450 amp electrical
service at 120/208 volts, and (ii) a fifteen-ton unit
in the 2nd floor computer room serviced by 100 amp
electrical service at 277/480 volts. The supplemental
cooling units are collectively referred to herein as
the "Supplemental Cooling Units."

5.1.2    Electricity. To furnish to the Premises, separately metered 
-----------
by check meter and at the direct expense of Tenant as
hereinabove provided, reasonable electricity for Tenant's
Permitted Uses. The Building electrical capacity is 14 watts
per square foot of rentable floor area, up to 7 watts of which
shall be available for Tenant's electrical panels (which
includes power for lights, outlets and fan-powered boxes). If
Tenant shall require electricity in excess of such quantities
for Tenant's Permitted Uses and if (i) in Landlord's
reasonable judgment, Landlord's facilities are inadequate for
such excess requirements, or (ii) such excess use shall result
in an additional burden on the Building utilities systems and
additional cost to Landlord on account thereof, as the case
may be, (a) Tenant shall, upon demand, reimburse Landlord for
such additional cost, as aforesaid, or (b) Landlord, upon
written request, and at the sole cost and expense of Tenant,
will furnish and install such additional wire, conduits,
feeders, switchboards and appurtenances as reasonably may be
required to supply such additional requirements of Tenant (if
electricity therefor is then available to Landlord), provided
that the same shall be permitted by applicable laws and
insurance regulations and shall not cause permanent damage or
injury to the Building or cause or create a dangerous or
hazardous condition or entail excessive or unreasonable
alterations or repairs. Landlord will permit the electrical
risers, feeders and wiring in the Building to be used by
Tenant as necessary to permit Tenant to receive electrical
energy from the electrical service provider of Tenant's
choice, subject to any requirements and use charges or fees of
the existing electrical service provider for the Building.

5.1.2.1 Back-up Generators. As of the date of this Lease, the
------------------
Building contains two generators served by a 4,000
gallon diesel tank: (i) a 400 kilowatt generator
providing back-up power to the fire pump, smoke
control, fire alarm system and elevators (the
"Essential Services Generator"), and (ii) a 500
kilowatt generator providing back-up power to the
computer rooms on the second and sixth floors (the
"Supplemental Generator"). Landlord will permit the
Supplemental Generator to be used by Tenant as
necessary, and Tenant shall have the right to upgrade
the Supplemental Generator, at its sole cost and
expense, subject to and in accordance with the
provisions of Section 6.2.5 below relating to the
approval of plans and the performance of the work in
connection therewith, or replace the Supplemental
Generator with the Additional Generator pursuant to
Section 6.2.5.2 below.

5.1.3    Cleaning; Water. To provide cleaning to the Building in
---------------   
accordance with cleaning and janitorial standards generally
prevailing throughout the term hereof in comparable office
buildings within the municipality in which the Building is
located; and to furnish water for ordinary cleaning, lavatory
and toilet facilities.

5.1.4    Elevator; Fire Alarm. To furnish passenger and freight
--------------------
elevator service during Normal Business Hours, and after
Normal Business Hours to keep at least one passenger elevator
on call except in the event of an emergency or any other cause
beyond Landlord's control; and to maintain fire alarm and life
safety systems within the Building.

5.1.5    Repairs.  Except as otherwise expressly provided herein, to 
-------
make such repairs and replacements to the Premises (including
replacing burned out light bulbs) and to the roof, exterior
walls, floor slabs and other structural components of the
Building, and to the plumbing, electrical, heating,
ventilating and air-conditioning systems of the Building and
to the Essential Services Generator as may be necessary to
properly maintain them in good repair and condition and to
maintain the first-class status of the Building, and to keep
them in compliance with all applicable laws (exclusive of the

7

Supplemental Generator, the Supplemental Cooling Units and
equipment and other generators installed by Tenant and except
for those repairs required to be made by Tenant pursuant to
Sections 6.1.3, 6.2.5.1 and 6.2.5.2 hereof). Notwithstanding
anything to the contrary contained herein, Tenant shall not be
responsible for the cost of any repairs required to correct
violations of laws in effect prior to the Commencement Date,
unless compliance is required on account of Tenant's
particular use of the Premises or any work performed in the
Premises by or on behalf of Tenant. Landlord's repair
obligations with respect to the heating, ventilating and
air-conditioning systems of the Building (exclusive of any
heating, ventilating and air-conditioning systems or equipment
installed by Tenant) shall include, without limitation,
regular cleaning and maintenance of the ducts and outside
components thereof. At Tenant's request, Landlord shall
perform reasonable periodic upgrades to all heating,
ventilating and air-conditioning systems and equipment as
recommended by ASHRAE from time to time, and Tenant shall pay
the costs of such upgrades to Landlord as additional rent.

5.1.6    Landlord's Insurance. To take out and maintain throughout the
--------------------
term all-risk casualty insurance in an amount equal to 100% of
the replacement cost of the Building and the improvements
therein, including "Special Form Property Insurance" for
utilities services - time element, rent insurance, ordinances
and laws coverage and boiler/pressure vessel coverage.

5.1.7    Landscaping, Snow Removal; Grounds Maintenance. To provide
---------------------------------------------- 
landscaping and grounds maintenance as necessary to keep the
Premises in first-class condition consistent with other
properties in the area; and to treat ice and cause snow to be
removed from the parking area serving the Building and the
sidewalks, driveways and loading area on the Premises; and to
repave and restripe the parking area and maintain and replace
the outdoor lighting therein as and when reasonably necessary.

5.1.8    Building  Maintenance  Person. A full-time maintenance person 
-----------------------------
shall be available during Normal Business Hours to serve the 
Premises as needed.

5.2      Interruption. A. Landlord shall be under no responsibility or liability
------------
for failure or interruption of any of the above-described services,
repairs or replacements caused by breakage, accident, strikes, repairs,
inability to obtain supplies, labor or materials, or for any other
causes beyond the control of the Landlord, and in no event for any
indirect or consequential damages to Tenant; and failure or omission on
the part of the Landlord to furnish any of same for any of the reasons
set forth in this paragraph shall not be construed as an eviction of
Tenant, actual or constructive, nor render the Landlord liable in
damages, nor release Tenant from prompt fulfillment of any of its
covenants under this Lease. However, in each instance of interruption
or failure, Landlord shall use diligence to eliminate the cause
thereof. Landlord agrees to provide Tenant with reasonable advance
notice of any scheduled cessation or interruption of services.

B. If Tenant's ability to conduct business at the Premises is
materially adversely affected for a period of three (3) consecutive
days by reason of the failure of Landlord to furnish any of the above
described services, then Tenant shall have the right to an equitable
abatement of Fixed Rent and Additional Rent equal to the proceeds of
insurance recovered and paid to Landlord for rental loss from the date
such services (or any of them) ceased until such time as they are
restored to their level prior to interruption. Landlord shall file a
claim against the rental loss provision of its insurance policy
promptly after notification from Tenant that it is entitled to the
abatement provided hereby. In any event, Landlord shall not be entitled
to retain an amount of (i) rent from Tenant plus (ii) insurance
proceeds for rental loss which is in excess of the amount of Fixed Rent
and Additional Rent that would have been payable during the period of
interruption absent an abatement.

5.3      Access. Tenant shall have access to the Building twenty-four (24) hours
------
per day, seven (7) days per week, fifty-two (52) weeks per year,
subject to Landlord's security measures that may be in place from time
to time. Tenant shall be responsible for installing, maintaining,
repairing and operating, all at its sole expense, a security system
(the "Tenant's Security System") to provide access to the Building
after Normal Business Hours.

5.4      Union Labor. All work to be performed and services to be provided under
-----------
this Article 5 shall be performed or provided by union labor during any
period in which Tenant is performing any construction or alterations,
including the Tenant's Work; but at all other times, non-union labor
may be used if Landlord and Tenant reasonably agree that it is
appropriate for a particular trade, function or service.

5.5      Tenant's Rights With Respect To Management and Services. With respect
-------------------------------------------------------
to the obligations under this Article 5, except for subsection 5.2, if
Tenant, in its reasonable judgment, determines that Landlord, its
agents or its building manager are not performing any such obligations
adequately, then Tenant shall have the right to notify Landlord in
writing of its dissatisfaction, together with the basis therefor, and
Landlord shall promptly take appropriate steps to correct and eliminate
such problems within thirty (30) days after receipt of Tenant's notice,
provided, however, Landlord's failure or inability to correct or
eliminate any problems within such 30-day period shall not be deemed a
default by Landlord if Landlord is using reasonable efforts to address
Tenant's concerns. Tenant shall have the right to propose vendors to
perform and supply any services and materials which are to be provided
under this Article 5, and Landlord shall give reasonable consideration
to such proposals by Tenant, provided, however, either party shall have
the right to object to a particular vendor. In any event, Landlord and
Tenant shall work together to select the most appropriate vendor for a
particular service or material. Tenant shall only be afforded the
aforesaid rights to object to management and the provision of services
and to propose vendors and materials on the condition that (i) Tenant
is not then in default of its obligations under this Lease beyond any
applicable cure period, and (ii) the original named Tenant hereunder,
or a Permitted Transferee, shall then be occupying no less than fifty
(50%) percent of the Premises.

ARTICLE 6
---------

Tenant's Additional Covenants
-----------------------------

6.1      Affirmative  Covenants. Tenant covenants at all times during the term 
----------------------
and for such further time (prior or subsequent thereto) as Tenant 
occupies the Premises or any part thereof:

6.1.1    Perform Obligations. To perform promptly all of the
-------------------
obligations of Tenant set forth in this Lease; and to pay when
due the Fixed Rent and Additional Rent and all charges, rates
and other sums which by the terms of this Lease are to be paid
by Tenant.

6.1.2    Use. To use the Premises only for the Permitted Uses, and from
---
time to time to procure all licenses and permits necessary
therefor, at Tenant's sole expense. With respect to any
licenses or permits for which Tenant may apply relating to
Tenant's use of the Premises or any work performed by or on
behalf of Tenant therein (including the Tenant's Work),
pursuant to this subsection 6.1.2 or any other provision
hereof, Tenant shall furnish Landlord copies of applications
on or before their submission to the governmental authority.

6.1.3    Repair and Maintenance. To maintain the Premises in neat 
----------------------
order and condition, and to perform all routine and ordinary
repairs to any plumbing, heating, electrical, ventilating and
air-conditioning systems of the Building installed by Tenant,
including repairs to the Supplemental Cooling Unit, the
Supplemental Generator and any other generator installed
pursuant to Section 6.2.5.2 and other equipment installed by
Tenant (including equipment installed by Tenant pursuant to
Sections 6.2.5.1 and 6.2.5.2) such as are necessary to keep
them in good working order, appearance and condition, as the
case may require, reasonable use and wear thereof and damage
by fire or by casualty only excepted; to keep all glass in
windows and

8

doors of the Building (except glass in the exterior walls of
the Building) whole and in good condition with glass of the
same quality as that injured or broken; and to make as and
when needed as a result of misuse by, or neglect or improper
conduct of Tenant or Tenant's servants, employees, agents,
invitees or licensees or otherwise, all repairs necessary,
which repairs and replacements shall be in quality and class
equal to the original work. Tenant shall also, at its expense,
perform all repairs and maintenance to the cafeteria equipment
now or hereafter installed in the Premises, whether such
equipment is deemed "Existing Cafeteria Equipment" or
"Tenant's Cafeteria Equipment" by the terms of Section 10.13
of this Lease. (Landlord, upon default of Tenant beyond the
expiration of the applicable notice and cure periods hereunder
[except in emergencies where immediate action may be taken],
may elect, at the expense of Tenant, to perform all such
cleaning and maintenance and to make any such repairs or to
repair any damage or injury to the Building or the Premises
caused by moving property of Tenant in or out of the Building,
or by installation or removal of furniture or other property,
or by misuse by, or neglect, or improper conduct of, Tenant or
Tenant's servants, employees, agents, contractors, customers,
patrons, invitees, or licensees.)

6.1.4    Compliance with Law. To make all repairs, alterations,
------------------- 
additions or replacements to the Building required by any law
or ordinance or any order or regulation of any public
authority on account of the Tenant's particular use of the
Building or any work performed therein or on the Premises by
or on behalf of Tenant; to keep the Building equipped with all
safety appliances so required; and to comply with the orders
and regulations of all governmental authorities with respect
to zoning, building, fire, health and other codes,
regulations, ordinances or laws applicable to the Premises,
except that Tenant may defer compliance so long as the
validity of any such law, ordinance, order or regulations
shall be contested by Tenant in good faith and by appropriate
legal proceedings, if Tenant first gives Landlord appropriate
assurance or security against any loss, cost or expense on
account thereof. Notwithstanding the foregoing, in no event
shall Tenant be required to make any capital improvements
required by laws applicable to office buildings generally as
opposed to those required on account of work done by or on
behalf of Tenant or Tenant's particular use of the Building.

6.1.5    Indemnification. A. To save harmless, exonerate and 
--------------- 
indemnify Landlord, its agents (including, without limitation,
Landlord's managing agent) and employees (such agents and
employees being referred to collectively as the "Landlord
Related Parties") from and against any and all claims,
liabilities or penalties asserted by or on behalf of any
person, firm, corporation or public authority on account of
injury, death, damage or loss to person or property in or upon
the Premises arising out of the use or occupancy of the
Premises by Tenant or by any person claiming by, through or
under Tenant (including, without limitation, all patrons,
employees and customers of Tenant), or arising out of the use
of the roof of the Building by Tenant, its agents,
contractors, assignees and subtenants, for the installation,
maintenance, repair and operation of telecommunications
equipment, or arising out of any delivery to or service
supplied to the Premises, or on account of or based upon
anything whatsoever done on the Premises, except if the same
was caused by the negligence, fault or misconduct of Landlord
or the Landlord Related Parties. In respect of all of the
foregoing, Tenant shall indemnify Landlord and the Landlord
Related Parties from and against all costs, expenses
(including reasonable attorneys' fees), and liabilities
incurred in or in connection with any such claim, action or
proceeding brought thereon; and, in case of any action or
proceeding brought against Landlord or the Landlord Related
Parties by reason of any such claim, Tenant, upon notice from
Landlord and at Tenant's expense, shall resist or defend such
action or proceeding and employ counsel therefor reasonably
satisfactory to Landlord provided that Landlord shall be
deemed to have approved counsel provided by Tenant's liability
insurer.

B. Landlord shall save harmless, exonerate and indemnify
Tenant, its agents and employees (such agents and employees
being referred to collectively as the "Tenant Related
Parties") from and against any and all claims, liabilities or
penalties asserted by or on behalf of any person, firm,
corporation or public authority on account of injury, death,
damage or loss to person or property in or upon the Premises
arising out of the negligence, fault or misconduct of Landlord
or Landlord's failure to perform and observe the obligations
expressly assumed under the provisions of this Lease, except
if the same was caused by the negligence, fault or misconduct
of Tenant or the Tenant Related Parties. In respect of all of
the foregoing, Landlord shall indemnify Tenant and the Tenant
Related Parties from and against all costs, expenses
(including reasonable attorneys' fees), and liabilities
incurred in or in connection with any such claim, action or
proceeding brought thereon; and, in case of any action or
proceeding brought against Tenant or the Tenant Related
Parties by reason of any such claim, Landlord, upon notice
from Tenant and at Landlord's expense, shall resist or defend
such action or proceeding and employ counsel therefor
reasonably satisfactory to Tenant provided that Tenant shall
be deemed to have approved counsel provided by Landlord's
liability insurer.

6.1.6    Landlord's Right to Enter. To permit Landlord and its agents  
-------------------------
to enter into and examine the Premises at reasonable times and
with reasonable prior notice (except in emergencies, in which
case notice shall be as is reasonable under the circumstances)
and to show the Premises, and to make repairs to the Premises,
and, during the last six (6) months prior to the expiration of
this Lease, to keep affixed in suitable places notices of
availability of the Premises. Notwithstanding anything to the
contrary contained in this Lease, neither Landlord nor any of
its agents, employees, contractors or invitees shall be
permitted to enter any part of the Premises, except in a
manner consistent with the safe and proper conduct of Tenant's
business, insofar as reasonably practicable during Normal
Business Hours; and, in particular, they or any of them shall
not be permitted to enter into any part of the Premises where
monies, securities, confidential data or valuables are kept
any time unless accompanied by a representative of Tenant.
Tenant agrees to furnish such representative promptly upon
request.

6.1.7    Personal Property at Tenant's Risk. All of the furnishings,  
----------------------------------
fixtures, equipment, effects and personal property of every
kind, nature and description of Tenant and of all persons
claiming by, through or under Tenant which, during the
continuance of this Lease or any occupancy of the Premises by
Tenant or anyone claiming under Tenant, may be on the
Premises, shall be at the sole risk and hazard of Tenant and
if the whole or any part thereof shall be destroyed or damaged
by fire, water or otherwise, or by the leakage or bursting of
water pipes, steam pipes, or other pipes, by theft or from any
other cause, no part of said loss or damage is to be charged
to or to be borne by Landlord, except that Landlord shall in
no event be indemnified or held harmless or exonerated from
any liability to Tenant or to any other person, for any
injury, loss, damage or liability to the extent prohibited by
law.

6.1.8    Payment of Cost of Enforcement. To pay on demand Landlord's
------------------------------
expenses, including reasonable attorneys' fees, incurred in
successfully enforcing any obligation of Tenant under this
Lease or in curing any default by Tenant under this Lease as
provided in Section 8.4. Likewise, Landlord shall pay on
demand Tenant's expenses, including reasonable attorney's
fees, incurred in successfully enforcing any obligation of
Landlord under this Lease.

6.1.9    Yield Up. At the expiration of the term or earlier 
--------
termination of this Lease: to surrender all keys to the
Premises; to remove the Tenant's Cafeteria Equipment (except
as hereinafter set forth) and all of its trade fixtures and
personal property in the Premises; to deliver to Landlord
stamped architectural plans showing the Premises at yield up
(which may be the initial plans if Tenant has made no
installations after the Commencement Date); to replace the
components of the Existing Cafeteria Equipment previously
removed as part of Tenant's Work with the same or comparable
equipment only if Landlord had requested replacement at the
time it approved the plans for Tenant's Work pursuant to
Section 3.1 hereof; to remove such installations made by it
that are not suited for general office use as Landlord may
request, if Landlord had so designated such installations for
removal at the time Landlord approved the plans therefor; to
remove all rooftop telecommunications equipment, Tenant's
Cabling [defined below] and any other computer and
telecommunications wiring and cabling, and all Tenant's signs
wherever located; to repair all damage caused by such removal
and to yield up the Premises (including the Tenant's Security
System and all installations and improvements made by Tenant
except for trade fixtures and such of said installations,
improvements or equipment as Landlord shall request Tenant to
remove), broom-clean and in the same good order and repair in
which Tenant is obliged to keep and maintain the Premises by
the provisions of this Lease. All of Tenant's Cafeteria
Equipment which has been permanently affixed to the Premises
and Tenant's

9

Security System shall remain upon the Premises at the end of
the term without compensation to Tenant. Tenant, at the time
of making any installations or improvements, including the
Tenant's Work, may request in writing Landlord's written
permission to leave such installation or improvement in the
Premises at the expiration or earlier termination of this
Lease. Landlord shall, after receipt of Tenant's written
request and the plans for such installations (if any), notify
Tenant as to whether such installation may or may not remain
in the Premises at the expiration or earlier termination of
this Lease. If Landlord so notifies Tenant that such
installation or improvement may remain in the Premises at the
expiration or earlier termination of this Lease, Landlord
shall thereafter have no right to request or require that such
installation be removed at the expiration or earlier
termination of the Lease. Any property not so removed shall be
deemed abandoned and, if Landlord so elects, deemed to be
Landlord's property, and may be retained or removed and
disposed of by Landlord in such manner as Landlord shall
determine and Tenant shall pay Landlord the entire cost and
expense incurred by it in effecting such removal and
disposition and in making any incidental repairs and
replacements to the Premises and for use and occupancy during
the period after the expiration of the term and prior to its
performance of its obligations under this subsection 6.1.9.
Tenant shall further indemnify Landlord against all loss, cost
and damage resulting from Tenant's failure and delay in
surrendering the Premises as above provided; however, Tenant
shall only be responsible for those indirect or consequential
damages which Landlord can prove were primarily caused by
Tenant's failure and delay in surrendering the Premises. By
way of examples only, such indirect or consequential damages
could be (i) the loss of a prospective tenant engaged in
serious negotiations with Landlord of which Tenant has been
given prior notice and which would have been consummated but
for such failure or delay by Tenant, or (ii) amounts payable
by Landlord to, or the loss of, a tenant because of Landlord's
inability to timely perform its obligations under a new lease
because of such failure and delay by Tenant. Except as
provided in this Section 6.1.9, Tenant shall not be liable for
any indirect or consequential damages whatsoever.

If the Tenant remains in the Premises beyond the expiration or
earlier termination of this Lease, such holding over shall be
without right and shall not be deemed to create any tenancy,
but the Tenant shall be a tenant at sufferance only at a daily
rate of rent equal to two (2) times the rent and other charges
in effect under this Lease as of the day prior to the date of
expiration of this Lease.

6.1.10   Estoppel Certificate. Upon not less than ten (10) business 
--------------------
days' prior written request by Landlord, to execute,
acknowledge and deliver to Landlord a statement in writing, in
such form as Landlord may provide from time to time,
certifying all or any of the following: that this Lease is
unmodified and in full force and effect and that Tenant has no
defenses, offsets or counterclaims against its obligations to
pay the Fixed Rent and Additional Rent and any other charges
and to perform its other covenants under this Lease (or, if
there have been any modifications, that the Lease is in full
force and effect as modified and stating the modifications
and, if there are any defenses, offsets or counterclaims,
setting them forth in reasonable detail), and the dates to
which the Fixed Rent and Additional Rent and other charges
have been paid, whether or not Landlord is in default in
performance of any of the terms of this Lease, and such
further information with respect to the Lease or the Premises
as Landlord may reasonably request. Any such statement
delivered pursuant to this subsection 6.1.1o may be relied
upon by any prospective purchaser or mortgagee of the
Premises, or any prospective assignee of such mortgage. Tenant
shall also deliver to Landlord such financial information as
may be reasonably required by Landlord to be provided to any
mortgagee or prospective purchaser of the Premises. Upon not
less than ten (10) business days' prior written request by
Tenant, Landlord shall execute a similar certificate that may
be relied upon by any transferee of all or a portion of
Tenant's leasehold including any entity acquiring Tenant, and
for Tenant's financings.

6.1.11   Rules and Regulations. To comply with the Park Covenants and
---------------------
any rules and regulations relating to the use of the Premises,
and any other reasonable rules and regulations that may be
adopted by Landlord from time to time.

6.2      Negative Covenants. Tenant covenants at all times during the term and
------------------ 
such further time (prior or subsequent thereto) as Tenant occupies the
Premises or any part thereof:

6.2.1    Assignment and Subletting. Except where Landlord's consent is
-------------------------  
not required, not to assign, transfer, mortgage or pledge this
Lease or to sublease (which term shall be deemed to include
the granting of concessions and licenses and the like) all or
any part of the Premises or suffer or permit this Lease or the
leasehold estate hereby created or any other rights arising
under this Lease to be assigned, transferred or encumbered, in
whole or in part, whether voluntarily, involuntarily or by
operation of law, or permit the occupancy of the Premises by
anyone other than Tenant (subject to the next paragraph below)
without the prior written consent of Landlord. In the event
Tenant desires to assign this Lease or sublet any portion or
all of the Premises, Tenant shall notify Landlord in writing
of Tenant's intent to so assign this Lease or sublet the
Premises and the proposed effective date of such subletting or
assignment, and shall request in such notification that
Landlord consent thereto. Landlord's consent shall not be
unreasonably withheld, delayed or conditioned to an assignment
or to a subletting, provided that the assignee or subtenant
shall use the Premises only for the Permitted Uses. If
Landlord consents thereto, no such subletting or assignment
shall in any way impair the continuing primary liability of
Tenant hereunder, and no consent to any subletting or
assignment in a particular instance shall be deemed to be a
waiver of the obligation to obtain the Landlord's written
approval in the case of any other subletting or assignment.

It is understood and agreed that Tenant's affiliate, State
Street Bank and Trust Company, and any other related
corporation or entity, shall have the right to use and occupy
the Premises for the Permitted Uses and the use and occupancy
by such corporation or entity, or any combination of them, for
such purposes shall be deemed to be the same as the permitted
use by the Tenant originally named under this Lease. No
further act, documentation or consent shall be required with
respect to such usage by any or all of such entities, and such
usage shall not impair the continuing primary liability of
Tenant hereunder.

If for any assignment or sublease consented to by Landlord
hereunder Tenant receives rent or other consideration
specifically allocated to the transfer of the leasehold
interest under this Lease (as opposed to consideration which
is properly allocable to a larger, bona fide transaction that
includes the transfer of other leases and interests of Tenant
in addition to this Lease), either initially or over the term
of the assignment or sublease, in excess of the rent called
for hereunder, or in case of sublease of part, in excess of
such rent fairly allocable to the part, or if Tenant shall
sublease or license space on the roof at a rental rate in
excess of the rental rate payable hereunder fairly allocable
to such space, after appropriate adjustments to assure that
all other payments called for hereunder are appropriately
taken into account and after deduction for reasonable expenses
of Tenant in connection with the assignment or sublease,
including brokerage fees and commissions, the amortized costs
of fitting out the space for the prospective sublessee
(amortized over the term of the sublease in question),
financial concessions or inducements, and the like, to pay to
Landlord as additional rent fifty (50%) percent of the excess
of each such payment of rent or other consideration received
by Tenant promptly after its receipt.

Any other provision of this Section 6.2.1 notwithstanding,
Tenant shall have the right, without Landlord's prior consent
and without any right of Landlord to terminate or suspend this
Lease and without any obligation to pay any excess rent or
other consideration to Landlord to assign the Lease or
sublease all or a portion of the Premises to any of the
following entities ("Permitted Transferees"): (a) an entity
succeeding to the business and assets of Tenant, whether by
way of merger or consolidation or by way of acquisition of all
or substantially all of the assets of Tenant; provided that
the acquiring entity is, as a matter of law, or otherwise
agrees by written instrument to become directly obligated
under this Lease; and provided further that the resulting
entity has a net worth equal to or greater than the net worth
of Tenant immediately prior to such transfer and proof
reasonably satisfactory to Landlord of such net worth is
delivered to Landlord within thirty (30) days after the
transfer; (b) an entity which is either the parent of the
Tenant, controlled by Tenant ("control" for the purposes
hereof meaning ownership of fifty (50%) percent or more of all
financial interest and fifty (50%) percent or more of the
voting interest) or controlled by the same persons who own
Tenant; provided Tenant remains primarily liable 

10

hereunder; (c) a partnership or joint venture in which Tenant
is a bona fide partner or joint venturer; or (d) an entity
which is defined as an "affiliate" under the Bank Holding
Company Act.

6.2.2    Nuisance. Not to injure, deface or otherwise harm the 
--------
Premises; nor commit any nuisance; nor permit in the Premises
any vending machine (except such as is used for the sale of
merchandise and prepared foods to employees of Tenant) or
inflammable fluids or chemicals (except such as are
customarily used in connection with standard office equipment
or normal and customary office usage); nor permit any cooking
to such extent as requires special exhaust venting, except
that Tenant may use microwave ovens; nor permit the emission
of any objectionable noise or odor; nor make, allow or suffer
any waste; nor make any use of the Premises which is improper,
offensive or contrary to any law or ordinance or which will
invalidate any of Landlord's insurance; nor conduct any
auction, fire, "going out of business" or bankruptcy sales.
Notwithstanding the foregoing, Landlord agrees that Tenant may
utilize the cafeteria in the Building to serve food and
non-alcoholic beverages to Tenant's office employees;
provided, however, that Tenant shall obtain all necessary
permits and licenses and install a special ventilation and
exhaust system (if necessary) and will remove all trash and
refuse from the Building to a dumpster on the Premises
designated for Tenant's use and contract for periodic pest
control services, all which shall be installed, operated,
maintained, repaired, replaced and performed, as the case may
be, by and at the expense of Tenant.

6.2.3    Hazardous Wastes and Materials. Except as normal and customary
------------------------------  
in office usage, not to dispose of any hazardous wastes,
hazardous materials or oil in, on, or at the Premises, or into
any of the plumbing, sewage, or drainage systems thereon, and
to indemnify and save Landlord harmless from all claims,
liability, loss or damage arising on account of the use or
disposal of hazardous wastes, hazardous materials or oil,
including, without limitation, liability under any federal,
state, or local laws, requirements and regulations, or damage
to any of the aforesaid systems. Tenant shall comply with all
governmental reporting requirements with respect to hazardous
wastes, hazardous materials and oil, and shall deliver to
Landlord copies of all reports filed with governmental
authorities. If there are any hazardous materials, hazardous
wastes or oil at, on or under the Premises which migrated from
land in the immediate vicinity of the Premises on or after the
Commencement Date, Landlord shall immediately after notice,
properly and in compliance with applicable laws, clean-up,
remediate or remove such hazardous materials, hazardous wastes
or oil and diligently pursue recovery for the costs associated
therewith from the responsible party, including attorney's
fees, at Tenant's expense as part of Operating Costs (less any
amounts actually recovered by Landlord from the responsible
party).

6.2.4    Floor Load; Heavy Equipment. Not to place a load upon any 
---------------------------
floor of the Building exceeding the floor load per square foot
area which such floor was designed to carry and which is
allowed by law. Landlord reserves the right to prescribe the
weight and position of all heavy business machines and
equipment, including safes, which shall be placed so as to
distribute the weight. Business machines and mechanical
equipment which cause vibration or noise shall be placed and
maintained by Tenant at Tenant's expense in settings
sufficient to absorb and prevent vibration, noise and
annoyance. Tenant shall not move any safe, heavy machinery,
heavy equipment, freight or fixtures into or out of the
Premises except in such manner and at such time as Landlord
shall in each instance authorize.

6.2.5    Installation, Alterations or Additions. Not to make any 
--------------------------------------
installations, alterations or additions in, to or on the
Premises nor to permit the making of any holes in the walls,
partitions, ceilings or floors nor the installation or
modification of any locks or security devices without on each
occasion obtaining the prior written consent of Landlord, and
then only pursuant to plans and specifications approved by
Landlord in advance in each instance (which consent and
approval shall not be required for non-structural, interior
alterations costing less than $150,000.00 in each instance
which do not materially and adversely affect the Building
structure or systems or the interior architectural design, and
which will not reduce the value of the Building or affect the
structural integrity thereof; and which consent and approval
shall not be required in any event for nonstructural, cosmetic
or decorative changes or installations, such as painting,
carpeting, and the like); Tenant shall pay promptly when due
the entire cost of any work to the Building or Premises
undertaken by Tenant so that the Premises shall at all times
be free of liens for labor and materials. In any event, Tenant
shall within thirty (30) days bond against or discharge any
mechanics' liens or other encumbrances that may arise out of
such work, provided, however, that if Tenant has notice of any
mechanics' liens and has received a request from Landlord
relating to a possible default of Landlord under its financing
documentation on account of such lien, then Tenant shall bond
against or discharge the same promptly. Tenant shall procure
all necessary licenses and permits from the applicable
governmental authorities at Tenant's sole expense before
undertaking such work. Tenant agrees to employ for all such
work responsible contractors approved by Landlord in advance
and to cause such contractors employed by Tenant to carry
worker's compensation insurance in accordance with statutory
requirements and so-called "builder's risk" insurance covering
Landlord and Tenant, as their interests appear, to the full
insurable value of the work in question, and to submit
certificates evidencing such coverage before commencement of
the work. All such work shall be done in a good and
workmanlike manner employing materials of good quality and so
as to conform with all applicable zoning, building, fire,
health and other codes, regulations, ordinances and laws.
Tenant shall save Landlord harmless and indemnified from all
injury, loss, claims or damage to any person or property
occasioned by or growing out of such work.

6.2.5.1 Rooftop Telecommunications Equipment. A. Without
------------------------------------
waiver of any of the provisions of the above paragraph
of this Section 6.2.5 as they relate to the approval
of plans and the performance of the work in connection
with such installation, Tenant shall have the right to
install, maintain, operate, repair and replace
telecommunications equipment on the roof of the
Building, subject to Landlord's approval regarding
size, location and the manner of installation in each
instance, including conformance with Landlord's
reasonable design criteria (including visual shielding
such that it cannot be seen from street level) and
provided that such installation (i) does not void any
roof bonds or affect the integrity of the roof, and
(ii) complies with the requirements, if any, of the
Park Covenants. The installation, operation,
maintenance and removal of such equipment shall be at
Tenant's sole cost and expense and shall be performed
in accordance with all applicable laws and
requirements of applicable governmental authorities.
Tenant shall indemnify, defend and hold Landlord
harmless from and against any liability, claims,
damage or loss arising from the installation,
maintenance, repair replacement and operation of all
telecommunications equipment on the roof, unless
caused by Landlord, its agents, employees or
contractors.

B. Tenant shall also have the right to install,
maintain, repair and replace, in areas of the Building
designated by Landlord, its cables, conduits and
related lines ("Tenant's Cabling") necessary to
connect the telecommunications equipment on the roof
to the interior of the Building and for the
transmission of data using the existing chases, ducts,
shafts and other facilities of the Building, provided
that no modification or upgrade of any of the Building
systems is required as a result of Tenant's Cabling
and provided further that Tenant complies with the
requirements of the first paragraph of this Section
6.2.5. Any such installation, maintenance and
repairing of Tenant's Cabling shall be at Tenant's
sole cost and expense. Tenant agrees that upon the
expiration or earlier termination of this Lease,
Tenant shall, at Tenant's expense, remove any or all
of Tenant's Cabling rooftop equipment and related
materials as Landlord may request pursuant to Section
6.1.9.

C. Tenant, its contractors, agents or employees shall
have access to the roof at all times in order to
install, repair, replace, maintain, use and operate
its telecommunications equipment, upon the following
terms and conditions: (i) all access by Tenant to the
roof shall be subject to Landlord's reasonable
safeguards for the security and protection of the
Building; (ii) any damage to the Building or to the
personal property of Landlord arising as a result of
such access shall be repaired and restored, at
Tenant's sole cost, to the condition existing prior to
such access; and (iii) Tenant shall indemnify, defend
and hold Landlord harmless from and against any
liability, damage or loss arising from such access,
unless caused by Landlord, its agents, employees or
contractors.

D. Tenant may assign its rights under this subsection
6.2.5.1 to a Permitted Transferee.

11

6.2.5.2 Additional Generator. A. Without waiver of the
--------------------
provisions of the first paragraph of this section
6.2.5, Tenant shall have the right to install,
maintain, repair, replace and operate a back-up
generator, and a fuel tank if necessary, having
capacities no greater than what are then permitted by
the applicable local building code (the generator and
the fuel tank are collectively referred to as the
"Additional Generator") in an area in the Building
mutually agreed upon by Landlord and Tenant (the
"Generator Area"), provided Tenant shall promptly
repair any damage caused to the Building or to the
Premises caused by reason of such installation. Tenant
shall not install the Generator in the Generator Area
without Landlord's prior approval of the manner of and
plans and specifications for such installation and
screening if reasonably required by Landlord (which
approval shall not be unreasonably withheld,
conditioned or delayed), notwithstanding that the
first paragraph of section 6.2.5 above may excuse the
requirement if certain conditions are satisfied. If
such installation shall result in an increase in
premiums for Landlord's insurance coverage for the
Building, then Tenant shall be liable for the increase
as additional rent hereunder.

B. Tenant agrees that upon the expiration or earlier
termination of this Lease, Tenant shall, in accordance
with subsection 6.1.9 hereof, remove the Additional
Generator, at Tenant's expense, and promptly repair
and restore any damage to the Premises or the Building
due to such removal. If the Additional Generator is
not so removed by Tenant upon the expiration of the
term of this Lease, then they it shall become the
property of Landlord and, if Landlord so elects,
Landlord shall remove the same and charge Tenant for
the cost of removal, including costs, if any,
associated with restoration of the Building due to
such removal.

C. Tenant shall indemnify, defend and hold harmless
Landlord from and against any and all claims, costs,
expenses, fees or suits arising out of accidents,
damage, injury or loss to any and all persons and
property, arising from the installation, maintenance,
operation and repair of the Additional Generator,
unless caused by the fault or negligence of Landlord,
its agents, employees and contractors. Tenant shall
obtain insurance coverage for the benefit of Landlord
and its managing agent in such amount and of such type
as Landlord may reasonably require.

D. The installation, maintenance and operation of the
Additional Generator shall be at Tenant's sole cost
and expense, and shall be performed in accordance with
all applicable laws and requirements of applicable
governmental authorities.

E. It is expressly understood that the right to
install (as opposed to the right to operate) the
Additional Generator is personal to the initial Tenant
named herein. Notwithstanding the foregoing, any
assignment or subletting to a Permitted Transferee
may, at Tenant's option, include the right (if
unexercised) to install the Additional Generator.
Except as specifically permitted by the preceding
sentence, Tenant shall not assign its right under this
subsection 6.2.5.2 to install the Additional
Generator; provided, however, that Landlord shall give
reasonable consideration to a request to assign the
aforesaid right in connection with an assignment or
subletting to any party which is not a Permitted
Transferee.

6.2.6    Abandonment. Not to abandon the Premises during the term, it
-----------
being understood and agreed that vacancy of the Premises shall
not be construed as abandonment so long as all of Tenant's
other obligations under this Lease continue to be timely
performed and reasonable measures are taken by Tenant to
manage the vacant space.

6.2.7    Signs. Not without Landlord's prior written approval to paint
-----
or place any signs or place any curtains, blinds, shades,
awnings, aerials, or the like, visible from outside the
Premises. Tenant shall be permitted to install its
identification signage on the existing monument sign at the
entrance to the Premises and in the Building lobby at Tenant's
sole expense, in conformance with the Park Covenants and
subject to Landlord's approval (which shall not be
unreasonably withheld, conditioned or delayed)and any
approvals that may be required by the City of Quincy. Tenant
shall maintain all such signage in good condition during the
term, at its sole expense.

6.2.8    Parking; Storage. A. Not to permit any storage of materials  
----------------
outside of the Building; nor to permit the use of the Premises
for either temporary or permanent storage of trucks; nor
permit the use of the Premises for any use for which heavy
trucking to or from the site would be customary, other than as
are reasonably required during the performance of the Tenant's
Work and in the ordinary course of Tenant's business for
deliveries and the like; and to use reasonable diligence to
prevent Tenant's employees and customers and others visiting
the Premises from using any street abutting the Premises for
parking.

B. Without waiver of the provisions of subsection 6.2.5
relating to the approval of plans and the performance of work,
Tenant shall be permitted, at its sole expense, to expand the
existing parking area to all other areas on the Land on which
parking is permitted under applicable laws.

C. Without waiver of the provisions of subsection 6.2.5
relating to the approval of plans and the performance of work,
Tenant shall have the right to construct a parking garage on
the Land if and to the extent permitted by the City of Quincy,
and once constructed, such garage shall be deemed part of the
Premises for all purposes under this Lease. All aspects of the
design of the parking garage shall be subject to Landlord's
written approval and the construction shall be performed
solely by Tenant at Tenant's expense and shall otherwise
comply with the requirements of Subsection 6.2.5 above.

D. Notwithstanding anything to the contrary contained in this
Lease, Tenant shall have the right to restripe the existing
parking area serving the Building, at its sole expense,
provided Tenant does so in compliance with all applicable
laws, codes, regulations, and ordinances, including those
specifying allocation of handicapped parking spaces.

E. Landlord will cooperate with Tenant so far as reasonably
necessary in connection with obtaining approvals and the like
from the City of Quincy with respect to garage construction,
or restriping and expanding the parking area.

ARTICLE 7
---------

Casualty or Taking
------------------
7.1      Termination. In the event that the Premises or the Building, or any
-----------      
material part thereof, shall be taken by any public authority or for
any public use, or shall be destroyed or substantially damaged by fire
or casualty, or by the action of any public authority, then this Lease
may be terminated at the election of Landlord or Tenant. The term
"substantially damaged" as used herein shall mean (i) damage of such an
extent that in the opinion of an independent architect or engineer
selected by Landlord and approved by Tenant (which approval shall not
be unreasonably withheld or delayed) and having at least ten (10) years
experience in constructing buildings comparable to the Building, the
time required to repair and restore the Building will require in excess
of nine (9) months from the date the work would be commenced, or (ii)
damage so extensive that fifty (50%) percent or more of the Rentable
Floor Area of the Building is destroyed. Such election by either
Landlord or Tenant, which may be made notwithstanding the fact that
Landlord's entire interest may have been divested, shall be made by the
giving of notice to the other party within sixty (60) days after the
date of the taking or casualty. In the event that the Building is
destroyed or damaged by fire or casualty during the last two (2) years
of the original term, or the extended term as the case may be, Landlord
shall advise Tenant of the extent of the damage, and if it exceeds
thirty-five (35%) percent of the Rentable Floor Area of the Building,
this Lease may be terminated at the election of Landlord or Tenant,
which election shall be made within thirty (30) days after Landlord so
advises Tenant of the extent of the damage. If any 

12

taking reduces the number of parking spaces available for Tenant's use
by more than twenty-five (25%) percent, Landlord shall provide Tenant
with reasonable temporary parking as soon as practicable and if
Landlord does not provide Tenant with permanent, reasonable substitute
parking within ninety (90) days of such taking, then this Lease may be
terminated at the election of Tenant at the expiration of such 90-day
period.

7.2      Restoration. A. If this Lease is not terminated under Section 7.1
----------- 
above, this Lease shall continue in force and a just proportion of the
rent reserved, according to the nature and extent of the damages
sustained by the Premises, shall be suspended or abated until the
Premises, or what may remain thereof, shall be restored by Landlord to
its prior condition (provided, however, Landlord's restoration
obligations shall be collectively referred to herein as "Landlord
Restoration Work" and shall be limited to the base building structural
and core elements, any common area and other base building
improvements, and any parking garage constructed on the Land by Tenant,
but shall exclude the Tenant's Work and other improvements made in or
on the Premises by or on behalf of Tenant), which Landlord covenants to
do with reasonable diligence to the extent permitted by the net
proceeds of insurance recovered or damages awarded for such taking,
destruction or damage and any contribution required to be made by
Landlord and Tenant hereunder, and subject to zoning and building laws
or ordinances then in existence. All other repair and restoration work,
including the Tenant's Work and all other leasehold improvements
(collectively, the "Tenant's Restoration Work"), shall be performed by
and at the expense of Tenant, promptly and with due diligence. The
Fixed Rent and Additional Rent shall be equitably abated during the
period in which Tenant is performing the Tenant's Restoration Work, but
in no event longer than ninety (90) days after the date when Landlord's
Restoration Work has been substantially completed. Tenant shall use
reasonable efforts not to interfere with Landlord's Restoration Work
during the performance of Tenant's Restoration Work. "Net proceeds of
insurance recovered or damages awarded" refers to the gross amount of
such insurance or damages less the reasonable expenses of Landlord
incurred in connection with the collection of the same, including
without limitation, fees and expenses for legal and appraisal services
(provided, however, Landlord shall be required to fund the amount of
any deductible under its insurance policy and any deficiency in
proceeds because of Landlord's failure to carry the insurance required
by this Lease). Tenant shall make available to Landlord for restoration
of any parking garage on the Land that portion of the proceeds of
Tenant's insurance recovered and attributable to the parking garage and
required to be insured by Tenant hereunder, provided, however, Tenant
shall be required to fund the amount of any deductible under its
insurance policy and any deficiency in proceeds because of its failure
to carry the insurance required by this Lease.

B. If this Lease has not been terminated pursuant to Section 7.1, and
Landlord shall not have restored the base building as specified above
within nine (9) months from the date the work commenced (subject to
extension pursuant to Section 10.5), and such failure is not a result
of delays caused by Tenant, Tenant shall have the right to either
terminate this Lease or complete the Landlord's Restoration Work by
giving notice thereof to Landlord, effective at the expiration of
thirty (30) days from the giving of such notice; provided however, that
such termination or election to restore will be rendered ineffective
if, prior to the expiration of said 30-day period, Landlord shall have
completed such restoration. If Tenant elects to complete the Landlord's
Restoration Work, Tenant shall be deemed to have waived its right to
terminate this Lease pursuant to this Section 7.2, and Landlord shall
deliver to Tenant that portion of the net proceeds of insurance
recovered or damages awarded and released to Landlord by its mortgagee
and attributable to the unfinished portion of the Landlord's
Restoration Work and required to be insured by Landlord hereunder. If
the net proceeds of insurance are insufficient for Tenant to complete
the Landlord's Restoration Work because (i) Landlord has failed to
carry the insurance required to be carried hereunder, (ii) Landlord has
misappropriated any proceeds previously released to it, or (iii)
Landlord's lender has not released sufficient insurance proceeds, then
Tenant shall have the right to setoff each month, from payments of
Fixed Rent first coming due hereunder after the expiration of any
abatement period specified above, amounts equal to the insurance
proceeds which would have been available for the Landlord's Restoration
Work if not for such failure or misappropriation by Landlord until the
total amount of all such proceeds is recovered.

7.3      Award. Irrespective of the form in which recovery may be had by law,
----- 
all rights to damages or compensation shall belong to Landlord in all
cases. Tenant hereby grants to Landlord all of Tenant's rights to such
damages and covenants to deliver such further assignments thereof as
Landlord may from time to time request.

ARTICLE 8
---------    
Defaults
--------

8.1      Events of Default. (a) If Tenant shall default in the performance of
-----------------      
any of its obligations to pay the Fixed Rent or Additional Rent
hereunder and if such default shall continue for ten (10) days after
written notice from Landlord designating such default or if within
thirty (30) days after written notice from Landlord to Tenant
specifying any other default or defaults Tenant has not commenced
diligently to correct the default or defaults so specified or has not
thereafter diligently pursued such correction to completion, or (b) if
any assignment shall be made by Tenant or any Guarantor of Tenant for
the benefit of creditors, or (c) if Tenant's leasehold interest shall
be taken on execution, or (d) if a lien or other involuntary
encumbrance is filed against Tenant's leasehold interest or Tenant's
other property, including said leasehold interest, and is not
discharged within thirty (30) days thereafter, or (e) if a petition is
filed by Tenant or any Guarantor of Tenant for liquidation, or for
reorganization or an arrangement under any provision of any bankruptcy
law or code as then in force and effect, or (f) if an involuntary
petition under any of the provisions of any bankruptcy law or code is
filed against Tenant or any Guarantor of Tenant and such involuntary
petition is not dismissed within ninety (90) days thereafter, then, and
in any of such cases, Landlord and the agents and servants of Landlord
lawfully may, in addition to and not in derogation of any remedies for
any preceding breach of covenant, immediately or at any time thereafter
without demand or notice and with or without process of law (forcibly,
if necessary) enter into and upon the Premises or any part thereof in
the name of the whole or mail a notice of termination addressed to
Tenant, and repossess the same as of landlord's former estate and expel
Tenant and those claiming through or under Tenant and remove its and
their effects (forcibly, if necessary) without being deemed guilty of
any manner of trespass and without prejudice to any remedies which
might otherwise be used for arrears of rent or prior breach of
covenants, and upon such entry or mailing as aforesaid this Lease shall
terminate, Tenant hereby waiving all statutory rights to the Premises
(including without limitation rights of redemption, if any, to the
extent such rights may be lawfully waived) and Landlord, without notice
to Tenant, may store Tenant's effects, and those of any person claiming
through or under Tenant, at the expense and risk of Tenant, and, if
Landlord so elects, may sell such effects at public auction or private
sale and apply the net proceeds to the payment of all sums due to
Landlord from Tenant, if any, and pay over the balance, if any, to
Tenant.

8.2      Remedies. In the event that this Lease is terminated under any of the
-------- 
provisions contained in Section 8.1 or shall be otherwise terminated
for breach of any obligation of Tenant, Tenant covenants to pay
punctually to Landlord all the sums and to perform all the obligations
which Tenant covenants in this Lease to pay and to perform in the same
manner and to the same extent and at the same time as if this Lease had
not been terminated. In calculating the amounts to be paid by Tenant
pursuant to the preceding sentence, Tenant shall be credited with the
net proceeds of any rent obtained by Landlord by reletting the
Premises, after deducting all Landlord's expense in connection with
such reletting, including, without limitation, all repossession costs,
brokerage commissions, fees for legal services and expenses of
preparing the Premises for such reletting, it being agreed by Tenant
that Landlord may (i) relet the Premises or any part or parts thereof,
for a term or terms which may at Landlord's option be equal to or less
than or exceed the period which would otherwise have constituted the
balance of the term and may grant such concessions and free rent as
Landlord in its sole judgment considers advisable or necessary to relet
the same and (ii) make such alterations, repairs and decorations in the
Premises as Landlord in its sole judgment considers advisable or
necessary to relet the same, and no action of Landlord in accordance
with the foregoing or failure to relet or to collect rent under
reletting shall operate or be construed to release or reduce Tenant's
liability as aforesaid. However, Landlord shall use its reasonable
efforts to re-let the Premises after Tenant vacates the Premises in the
event this Lease is terminated because of a default by Tenant. In lieu
of full recovery by Landlord of the sums payable under the foregoing
provisions of this Section 8.2 (except for the amount of any rent of
any kind accrued and unpaid at the time of termination), Landlord may
by written notice to Tenant no later than one (1) year after the date
this Lease is terminated on account of a default by Tenant, elect to
recover, and Tenant shall thereupon pay forthwith to Landlord, as
compensation, an amount equal to the discounted value (calculated using
a discount factor equal to the then current U.S. Treasuries having a
maturity equal to the then balance of the 

13

term), the excess of the total rent reserved for the residue of the
term over the rental value of the Premises for said residue of the
term. In calculating the rent reserved there shall be included, in
addition to the Fixed Rent and Additional Rent, the value of all other
considerations agreed to be paid or performed by Tenant for said
residue. For the purposes of this paragraph, marketing of the Premises
in a manner similar to the way Landlord markets its other premises in
the suburban market shall be deemed to satisfy Landlord's obligation to
use such "reasonable efforts." In no event shall Landlord be required
(i) to solicit or entertain negotiations with any other prospective
tenants for the Premises until Landlord obtains full and complete
possession of the Premises including, without limitation, the
undisputed right to re-let the Premises free of any claim of Tenant,
(ii) to lease the Premises to a tenant whose proposed use, in
Landlord's sole but bona fide judgment, would violate any restrictions
by which Landlord is bound, (iii) to re-let the Premises before leasing
other comparable vacant space in the Building, (iv) to lease the
Premises for a rental less than the current fair market rental then
prevailing for similar office space in the Building, or (v) to enter
into a lease with any proposed tenant that does not have, in Landlord's
reasonable opinion, sufficient financial resources or operating
experience to operate the Premises in a manner comparable to other
tenants in the Building. In no event, however, shall Tenant's liability
hereunder be diminished or reduced if or to the extent such reasonable
efforts of Landlord to re-let are not successful.

In lieu of any other damages or indemnity and in lieu of full recovery
by Landlord of all sums payable under all the foregoing provisions of
this Section 8.2 (except for the amount of any rent of any kind accrued
and unpaid at the time of termination), Landlord may by written notice
to Tenant, at any time within one (1) year after this Lease is
terminated under any of the provisions contained in Section 8.1 or is
otherwise terminated for breach of any obligation of Tenant and before
such full recovery, elect to recover, and Tenant shall thereupon pay,
as liquidated damages, the discounted value (calculated using a
discount factor equal to the then Prime Rate as published in the Wall
Street Journal) of the excess of the total rent reserved for the
residue of the term over the rental value of the Premises for said
residue of the term. In calculating the rent reserved there shall be
included, in addition to the Fixed Rent and Additional Rent, the value
of all other considerations agreed to be paid or performed by Tenant
for said residue Nothing contained in this Lease shall, however, 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 proved, whether or not the amount be
greater than, equal to, or less than the amount of the loss or damages
referred to above.

8.3      Remedies Cumulative. Any and all rights and remedies which Landlord may
------------------- 
have under this Lease, and at law and equity, shall be cumulative and
shall not be deemed inconsistent with each other, and any two or more
of all such rights and remedies may be exercised at the same time
insofar as permitted by law.

8.4      Landlord's Right to Cure Defaults. Landlord may, but shall not be
--------------------------------- 
obligated to, cure, at any time after the expiration of the applicable
grace period under Section 8.1 (but without notice in any emergency
situation to prevent immediate or imminent forfeiture of Landlord's
interest in the Premises or to prevent reasonably anticipated damage to
the Building or injury to persons), any default by Tenant under this
Lease; and whenever Landlord so elects, all costs and expenses incurred
by Landlord, including reasonable attorneys' fees, in curing a default
shall be paid, as Additional Rent, by Tenant to Landlord on demand,
together with interest thereon at the rate of one (1%) percentage point
over the then Prime Rate as published in the Wall Street Journal (the
"Interest Rate") from the date of payment by Landlord to the date of
payment by Tenant.

8.5      Effect of Waivers of Default. Any consent or permission by either party
---------------------------- 
to any act or omission which otherwise would be a breach of any
covenant or condition herein, shall not in any way be held or construed
(unless expressly so declared) to operate so as to impair the
continuing obligation of any covenant or condition herein, or
otherwise, except as to the specific instance, operate to permit
similar acts or omissions.

8.6      No Waiver, etc. The failure of either party to seek redress for
-------------- 
violation of, or to insist upon the strict performance of, any covenant
or condition of this Lease shall not be deemed a waiver of such
violation nor prevent a subsequent act, which would have originally
constituted a violation, from having all the force and effect of an
original violation. The receipt by Landlord of rent with knowledge of
the breach of any covenant of this Lease shall not be deemed to have
been a waiver of such breach by Landlord. No consent or waiver, express
or implied, by either party to or of any breach of any agreement or
duty shall be construed as a waiver or consent to or of any other
breach of the same or any other agreement or duty.

8.7      No Accord and Satisfaction. No acceptance by Landlord of a lesser sum
-------------------------- 
than the Fixed Rent, Additional Rent or any other charge then due shall
be deemed to be other than on account of the earliest installment of
such rent or charge due, nor shall any endorsement or statement on any
check or any letter accompanying any check or payment as rent or other
charge be deemed an accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord's right to recover
the balance of such installment or pursue any other remedy in this
Lease provided.

ARTICLE 9
---------

Rights of Mortgage Holders
--------------------------

9.1      Rights of Mortgage Holders. The word "mortgage" as used herein includes
--------------------------- 
mortgages, deeds of trust or other similar instruments evidencing other
voluntary liens or encumbrances, and modifications, consolidations,
extensions, renewals, replacements and substitutes thereof. The word
"holder" shall mean a mortgagee, and any subsequent holder or holders
of a mortgage. Until the holder of a mortgage shall enter and take
possession of the Premises for the purpose of foreclosure, such holder
shall have only such rights of Landlord as are necessary to preserve
the integrity of this Lease as security. Upon entry and taking
possession of the Premises for the purpose of foreclosure, such holder
shall have all the rights of Landlord. No such holder of a mortgage
shall be liable either as mortgagee or as assignee, to perform, or be
liable in damages for failure to perform, any of the obligations of
Landlord unless and until such holder shall enter and take possession
of the Premises for the purpose of foreclosure. Upon entry for the
purpose of foreclosure, such holder shall be liable to perform all of
the obligations of Landlord, subject to and with the benefit of the
provisions of Section 10.4, provided that a discontinuance of any
foreclosure proceeding shall be deemed a conveyance under said
provisions to the owner of the equity of the Premises.

The covenants and agreements contained in this Lease with respect to
the rights, powers and benefits of a holder of a mortgage
(particularly, without limitation thereby, the covenants and agreements
contained in this Section 9.1) constitute a continuing offer to any
person, corporation or other entity, which by accepting a mortgage
subject to this Lease, assumes the obligations herein set forth with
respect to such holder; such holder is hereby constituted a party of
this Lease as an obligee hereunder to the same extent as though its
name were written hereon as such; and such holder shall be entitled to
enforce such provisions in its own name. Tenant agrees on request of
Landlord to execute and deliver from time to time any agreement which
may be necessary to implement the provisions of this Section 9.1.

9.2      Lease Superior or Subordinate to Mortgages. It is agreed that the
------------------------------------------- 
rights and interest of Tenant under this Lease shall be (i) subject or
subordinate to any present or future mortgage or mortgages and to any
and all advances to be made thereunder, and to the interest of the
holder thereof in the Premises if Landlord shall elect by notice to
Tenant to subject or subordinate the rights and interest of Tenant
under this Lease to such mortgage or (ii) prior to any present or
future mortgage or mortgages, if Landlord shall elect, by notice to
Tenant, to give the rights and interest of Tenant under this Lease
priority to such mortgage; in the event of either of such elections and
upon notification by Landlord to that effect, the rights and interest
of Tenant under this Lease should be deemed to be subordinate to, or
have priority over, as the case may be, said mortgage or mortgages,
irrespective of the time of execution or time of recording of any such
mortgage or mortgages (provided, however, that as a condition to the
subordination of this Lease to any future mortgages, the holder thereof
agrees not to disturb the possession of Tenant so long as Tenant is not
in default hereunder). This Section shall be self-operative and no
further instrument of subordination shall be required. In confirmation
of such subordination, Tenant agrees it will, upon 

14

not less than ten (10) days' prior written request by Landlord,
execute, acknowledge and deliver any and all instruments deemed by
Landlord necessary or desirable to give effect to or notice of such
subordination or priority. Any Mortgage to which this Lease shall be
subordinated may contain such terms, provisions and conditions as the
holder deems usual or customary. Landlord agrees to obtain from its
current lender an agreement that the possession of Tenant will not be
disturbed so long as Tenant is not in default hereunder. Landlord
agrees to obtain from any future lenders, and to use reasonable efforts
to obtain from its current lender, an agreement that the proceeds of
insurance will be released to Landlord for Landlord's Restoration Work,
unless this Lease is otherwise terminated in accordance with the
provisions hereof.

ARTICLE 10
----------     

Miscellaneous Provisions
------------------------  

10.1     Notices from One Party to the Other. All notices required or permitted
----------------------------------- 
hereunder shall be in writing and addressed, if to the Tenant, at the
Original Notice Address of Tenant or such other address as Tenant shall
have last designated by notice in writing to Landlord and, if to
Landlord, at the Original Notice Address of Landlord or such other
address as Landlord shall have last designated by notice in writing to
Tenant. Any notice shall be deemed duly given when mailed to such
address postage prepaid, certified mail, return receipt requested, or
when delivered to such address by hand.

10.2     Quiet Enjoyment. Landlord agrees that upon Tenant's paying the rent and
---------------- 
performing and observing the agreements, conditions and other
provisions on its part to be performed and observed, Tenant shall and
may peaceably and quietly have, hold and enjoy the Premises during the
term hereof without any manner of hindrance or molestation from
Landlord or anyone claiming under Landlord or by paramount or adverse
title, subject, however, to the terms of this Lease; provided, however,
Landlord reserves the right, without the same constituting a breach of
Landlord's covenant of quiet enjoyment, to make such changes,
alterations, additions, improvements repairs or replacements in or to
the Premises as Landlord may deem necessary or desirable, provided,
further, however, that there shall be no unreasonable interference with
Tenant's use of the Premises, or deprivation of reasonable access
thereto, or which jeopardizes the security of the Premises for the
conduct of Tenant's business.

10.3     Lease not to be Recorded. Tenant agrees that it will not record this
------------------------ 
Lease. Both parties shall, upon the request of either, execute and
deliver a notice or short form of this Lease in such form, if any, as
may be permitted by applicable statute.

10.4     Limitation of Landlord's Liability. The term "Landlord" as used in this
---------------------------------- 
Lease, so far as covenants or obligations to be performed by Landlord
are concerned, shall be limited to mean and include only the owner or
owners at the time in question of the Land, and in the event of any
transfer or transfers of title to said property, the Landlord (and in
case of any subsequent transfers or conveyances, the then grantor)
shall be concurrently freed and relieved from and after the date of
such transfer or conveyance, without any further instrument or
agreement of all liability as respects the performance of any covenants
or obligations on the part of the Landlord contained in this Lease
thereafter to be performed, it being intended hereby that the covenants
and obligations contained in this Lease on the part of Landlord, shall,
subject as aforesaid, be binding on the Landlord, its successors and
assigns, only during and in respect of their respective successive
periods of ownership of said leasehold interest or fee, as the case may
be. Tenant, its successors and assigns, shall not assert nor seek to
enforce any claim for breach of this Lease against any of Landlord's
assets other than Landlord's interest in the Premises and in the rents,
issues and profits thereof or the proceeds of insurance or taking, and
Tenant agrees to look solely to such interest for the satisfaction of
any liability or claim against Landlord under this Lease, it being
specifically agreed that in no event whatsoever shall Landlord (which
term shall include, without limitation, any general or limited partner,
trustees, beneficiaries, officers, directors, or stockholders of
Landlord) ever be personally liable for any such liability.

10.5     Acts of God. In any case where either party hereto is required to do
----------- 
any act, delays caused by or resulting from Acts of God, war, civil
commotion, fire, flood or other casualty, labor difficulties, shortages
of labor, materials or equipment, government regulations, unusually
severe weather, or other causes beyond such party's reasonable control
shall not be counted in determining the time during which work shall be
completed, whether such time be designated by a fixed date, a fixed
time or a "reasonable time," and such time shall be deemed to be
extended by the period of such delay. The foregoing shall not extend
the time periods after which Tenant may terminate this Lease pursuant
to Section 7.2 or exercise self-help pursuant to Section 10.12 for more
than ninety (90) days.

10.6     Landlord's Default. Landlord shall not be deemed to be in default in
------------------ 
the performance of any of its obligations hereunder unless it shall
fail to perform such obligations and such failure shall continue for a
period of thirty (30) days or such additional time as is reasonably
required to correct any such default after written notice has been
given by Tenant to Landlord specifying the nature of Landlord's alleged
default. Landlord shall not be liable in any event for incidental or
consequential damages to Tenant by reason of Landlord's default,
whether or not notice is given. Tenant shall have no right to terminate
this Lease for any default by Landlord hereunder and no right, for any
such default, to offset or counterclaim against any rent due hereunder.

10.7     Brokerage. Tenant warrants and represents that it has dealt with no
--------- 
broker in connection with the consummation of this Lease, other than
Spaulding & Slye, Insignia/ESG and Nordblom Company (collectively, the
"Brokers"), and in the event of any brokerage claims, other than by the
Brokers, against Landlord predicated upon prior dealings with Tenant,
Tenant agrees to defend the same and indemnify and hold Landlord
harmless against any such claim.

10.8     Applicable Law and Construction. This Lease shall be governed by and
------------------------------- 
construed in accordance with the laws of the Commonwealth of
Massachusetts and, if any provisions of this Lease shall to any extent
be invalid, the remainder of this Lease shall not be affected thereby.
There are no oral or written agreements between Landlord and Tenant
affecting this Lease. This Lease may be amended, and the provisions
hereof may be waived or modified, only by instruments in writing
executed by Landlord and Tenant. The titles of the several Articles and
Sections contained herein are for convenience only and shall not be
considered in construing this Lease. Unless repugnant to the context,
the words "Landlord" and "Tenant" appearing in this Lease shall be
construed to mean those named above and their respective heirs,
executors, administrators, successors and assigns, and those claiming
through or under them respectively. If there be more than one tenant,
the obligations imposed by this Lease upon Tenant shall be joint and
several.

10.9     Landlord's Representations. A. Landlord represents to Tenant to the
-------------------------- 
best of Landlord's knowledge and belief that, except as may be
disclosed in that certain environmental report prepared by Haley &
Aldrich dated September, 1999 (the "Haley & Aldrich Report"), as of the
Date of this Lease (i) no hazardous or toxic materials or substances
(including, without limitation, asbestos) are present in, on, under or
at the Premises, the Building or the Land in violation of laws, nor has
there been a release of the same, in, on, under or at the Premises, the
Building or the Land; (ii) no investigative order, settlement,
agreement, enforcement order or litigation with respect to hazardous or
toxic materials or substances is proposed, threatened, anticipated or
in existence with respect to the Premises, the Building or the Land;
and (iii) no notice, demand, claim, citation, complaint, request for
information or similar communication has been received by Landlord with
respect to hazardous or toxic materials or substances in, on, under or
at the Premises, the Building or the Land. Tenant hereby acknowledges
and confirms its receipt of the Haley & Aldrich Report.

B. Landlord represents to Tenant that as of the Date of this
Lease (i) the Building has not been constructed in violation of any
applicable laws, codes, ordinances and regulations; (ii) the existing
electrical and plumbing systems, the existing heating, ventilating and
air conditioning systems (the "hvac facilities"), the elevators and
other existing mechanical systems in the Building are in good working
order and condition; (iii) the Premises are served by water, sewer,
electricity and other utilities sufficient for general office use; and
(iv) the hvac facilities are of sufficient capacity for general office
use by the number of persons which the Building was designed to
accommodate.

C. Landlord makes no other representations to Tenant other
than the representations specifically contained in subparagraphs A and
B of this Section 10.9.

15

10.10    Entire Agreement. This Lease contains all of the agreements between the
---------------- 
parties hereto, and there are no prior oral or written agreements
between Landlord and Tenant affecting this Lease. This Lease may not be
modified in any manner other than by agreement in writing signed by
both Landlord and Tenant.

10.11    Guaranty. The obligations of Tenant under this Lease are guaranteed by
-------- 
Guarantor pursuant to the provisions of that Guaranty of even date
herewith.

10.12    Tenant's Self-Help. Tenant may, but shall not be obligated to, cure,
------------------ 
after thirty (30) days' prior written notice (or without notice in an
emergency), any default by Landlord under this Lease that is materially
detrimental to Tenant's business not to have cured, and whenever Tenant
so elects, all costs and expenses incurred by Tenant in curing a
default shall be paid by Landlord to Tenant on demand; provided,
however, that Tenant shall indemnify Landlord against any damage to the
Building resulting from Tenant's effecting such cure. However, if
Landlord has undertaken to cure the default in question and is
proceeding with diligence, but has been unable to fully complete such
cure by the expiration of thirty (30) days from Tenant's notice as
aforesaid, Landlord shall be afforded a reasonable time thereafter in
which to complete its curative efforts before Tenant may effect a cure.
For the purposes of this Section 10.12, the phrase "reasonable time"
shall mean an additional period of time reasonably determined by
Landlord given the nature of the default and the steps reasonably
necessary to rectify the same, but not to exceed an additional sixty
(60) days.

10.13    Cafeteria Equipment. The equipment currently installed and located in
------------------- 
the Building cafeteria as of the Commencement Date is and will remain
Landlord's property during the term and shall be called the "Existing
Cafeteria Equipment" for the purposes of this Lease. All equipment and
personal property (including replacements of the Existing Cafeteria
Equipment) that may be installed or added to the cafeteria by Tenant
after the Commencement Date shall be at Tenant's expense and deemed
Tenant's personal property during the term hereof, and shall be called
"Tenant's Cafeteria Equipment" for the purposes of this Lease. During
the term, Tenant shall perform all repairs to the Existing Cafeteria
Equipment and the Tenant's Cafeteria Equipment at its expense as
necessary to keep them in good working order and condition pursuant to
the applicable provisions of Section 6.1.3 of this Lease. At the
expiration or earlier termination of this Lease, Tenant may remove the
Tenant's Cafeteria Equipment (unless permanently affixed to the
Premises) in accordance with the provisions of Section 6.1.9 hereof.
Tenant shall not be required to remove the Existing Cafeteria
Equipment.

WITNESS the execution hereof under seal on the day and year first above
written:

Landlord:

CROWNVIEW LLC

By: Nordic Holdings III LLC, Manager

By: /s/ Peter C. Nordblom
-----------------------------------
Peter C. Nordblom, Manager

By: /s/ Ogden Hunnewell
-----------------------------------
Ogden Hunnewell, Manager

Tenant:

SSB REALTY LLC

By: /s/ [ILLEGIBLE]
------------------------- 
Its: President
------------------------

16

EXHIBIT A

The land with the buildings thereon situated in Quincy, Norfolk County,
Massachusetts and shown as Lot 13 on a plan entitled "Crown Colony Place,
Quincy, MA, Subdivision Plan" dated March 29, 1988 by H. W. Moore Associates,
Inc., Engineers and Planners, Boston, MA ("Lot 13" and the "Plan" respectively)
recorded with Norfolk County Registry of Deeds ("Deeds") as Plan No. 530 of 1988
in Plan Book 368.

Beginning at a point on the Southwesterly side of Crown Colony Drive, being the 
Northerly corner of said Lot 13 and thence running.

Southeasterly and Easterly by Crown Colony Drive by a line curving to the left 
having a radius of 645.00 feet, a distance of 647.03 feet; thence turning and 
running

South 00 degrees 51' 42" East 19.46 feet; thence continuing 

Southeasterly and Easterly by a line turning to the left having a radius of
385.00 feet, a distance of 221.09 feet; thence continuing

South 33 degrees 45' 52" East 324.95 feet; thence turning and running

South 67 degrees 32' 52" West 234.04 feet; thence turning and running

North 75 degrees 21' 07" West 88.44 feet; thence turning and running

North 26 degrees 42' 08" West 93.47 feet; thence turning and running

North 49 degrees 49' 37" West 79.83 feet; thence continuing

North 74 degrees 25' 51" West 135.99 feet; thence continuing

North 74 degrees 12' 41" West 150.68 feet; thence continuing

North 53 degrees 41' 24" West 284.55 feet; thence turning and running

North 86 degrees 03' 17" West 66.86 feet; thence continuing

South 63 degrees 43' 53" West 69.14 feet; thence turning and running

North 45 degrees 00' 00" West 91.92 feet; thence turning and running

North 05 degrees 44' 20" East 229.44 feet; thence turning and running

2

North 50 degrees 46' 37" East 411.62 feet to the point of beginning, the last 
fifteen course being by Lot 1 as shown on the Plan.

Said Lot 13 being a subdivision of Lot 1 as shown on a plan untitled 
"Subdivision Plan of Land 'Crown Colony Place' Quincy, MA" dated May 18, 1987 by
Harry R. Feldman, Inc. recorded as Plan No. 53 of 1988 in Plan Book 3654.

Appurtenant Rights

All the rights and easements for the benefit of Owners in Crown Colony Place set
forth in a Declaration of Covenants, Restrictions, Development Standard and
Easements ("Declaration of Covenants") for Crown Colony Place by Crown Colony
Realty Corp., as Trustee of Presidents' Plaza Realty Trust dated October 10,
1986 recorded in Book 7281, Page 352 and filed as Document No. 503941, as
amended by First Amendment to Declaration of Covenants, Restrictions,
Development Standards and Easements dated October 30, 1987 recorded in Book
7864, Page 493 and filed as Document No. 538949, as amended by Second Amendment
to Declaration of Covenants, Restrictions, Development Standards and Easements
dated as of February 4, 1988 recorded in Book 7978, Page 368 and filed as
Document No. 545752, as amended by Succession Developer under Declaration of
Covenants, Restrictions, Development Standards and Easements dated January 21,
1988 and recorded in Book 7864, Page 501 and filed as Document No. 538953 and as
modified by Easement Relocation Instrument dated May 26, 1988, recorded in Book
7978, Page 466 and filed as Document No. 545753 as affected by Design Review
Decision dated May 26, 1988, recorded May 27, 1989 in Book 7978, Page 443, as
affected by Confirmation of Easement Locations dated June 9, 1988 and filed as
Document No. 550330 and recorded in Book 8066, Page 271 as amended by Third
Amendment to Declaration of Covenants, Restrictions, Development Standards and
Easements dated July 11, 1988 filed as Document No. 550331 and recorded in Book
8066, Page 279 as affected by a Certificate of Compliance dated September 21,
1989 recorded October 5, 1989 in Book 8451, Page 543 and as further affected by
an Estopple Certificate dated as of September 21, 1989 recorded October 5, 1989
in Book 8451, Page 541 as amended by Fourth Amendment to Declaration of
Covenants, Restrictions, Development Standards and Easement dated June 29, 1989,
recorded October 5, 1989 in Book 8451, Page 423 and filed as Document No.
575918, and as amended by Fifth Amendment to Declaration of Covenants
Restrictions Development Standards and Easements dated as of September 21, 1989
recorded October 5, 1989 in Book 8451, Page 430 and filed as Document No.
575919.

The right in common with Quincy One Associates Limited Partnership, and its 
successors and assigns, to lay, construct, reconstruct, repair, replace,
operate, maintain, install and use water and sewer pipes, electric and telephone
utility lines, and other utility lines or pipes, underground within the arc
shown on the Plan as "Utility Easement Area = 2,457 S.F. - ,056 A.C." as set
forth in a deed from Quincy One Associates Limited Partnership to Edward A.
Fish, et als, dated May 26, 1988 recorded with said Deeds on May 27, 1988 as
Instrument No. 42521 Book 7978 Page 376.

3

Rights reserved for the benefit of "Grantor's Other Land" in deed dated March 5,
1985 from Crown Colony Realty Corp, as Trustee of President's Plaza Realty Trust
to K. Prescott Low, as Trustee of Low Realty Trust, recorded in Book 6633, Page 
320 and filed as Document No. 464286.

Rights granted in deed from K. Prescott Low, as Trustee of Low Realty Trust, to 
Crown Colony Realty Corp., as Trustee of President's Plaza Realty Trust dated 
March 5, 1985 recorded in Book 6633, Page 310.

Easements granted in an Easement Agreement between Quincy One Associates Limited
Partnership and 1200 Crown Colony Limited Partnership, dated June 19, 1991 
recorded in Book 8961, Page 515.

All other rights and easements which may be appurtenant to Lot 13.

For title see deed recorded with Norfolk Registry of Deeds in Book 13785, Page 
405 and filed with the Northfolk Land Registration Office as Document No. 
142271.

4

EXHIBIT 10.90

AGREEMENT FOR PURCHASE AND SALE OF PROPERTY FOR

IKON BUILDINGS

AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY

THIS AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY (the "Agreement"), is
made and entered into as of the 23/rd/ day of July, 2001, by and between SV
RESERVE, L.P., a Texas limited partnership ("Seller") and WELLS CAPITAL, INC., a
Georgia corporation ("Purchaser").

W I T N E S S E T H:
- - - - - - - - - - 

WHEREAS, Seller desires to sell and Purchaser desires to purchase the
Property (as hereinafter defined) subject to the terms and conditions
hereinafter set forth.

NOW, THEREFORE, for and in consideration of the premises, the mutual
agreements contained herein, the sum of Ten Dollars ($10.00) in hand paid by
Purchaser to Seller at and before the sealing and delivery of these presents and
for other good and valuable consideration, the receipt, adequacy, and
sufficiency which are hereby expressly acknowledged by the parties hereto, the
parties hereto do hereby covenant and agree as follows:

1.   Purchase and Sale of Property. Subject to and in accordance with the
-----------------------------                                       
terms and provisions of this Agreement, Seller hereby agrees to sell to
Purchaser and Purchaser hereby agrees to purchase from Seller, the Property,
which term "Property" shall mean and include the following:

(a)  all that tract or parcel of land (the "Land") located in
Houston, Texas, containing approximately 15.71 acres, having an address of
----- 
810-820 Gears Road, and being more particularly described on Exhibit "A"
----------- 
hereto; and

(b)  all rights, privileges, and easements appurtenant to the
Land, including all water rights, mineral rights, reversions, or other
appurtenances to said Land, and all right, title, and interest of Seller,
if any, in and to any land lying in the bed of any street, road, alley, or
right-of-way, open or proposed, adjacent to or abutting the Land; and

(c)  all buildings, structures, and improvements situated on the
Land, including, without limitation, two (2) office buildings containing
approximately 157,790 square feet of leasable space, the parking areas
-------                                                 
containing approximately 851 parking spaces and other amenities located on
---                                              
the Land, and all apparatus, built-in appliances, equipment, pumps,
machinery, plumbing, heating, air conditioning, electrical and other
fixtures located on the Land (all of which are herein collectively referred
to as the "Improvements"); and

(d)  all personal property now owned by Seller and located on the
Land and Improvements ("Personal Property"); and

(e)  all of Seller's right, title, and interest, as landlord or
lessor, in and to that certain lease agreement with IKON Office Solutions,
Inc. (the "Tenant"), dated December 17, 1999, together with all
modifications and amendments thereto (the "Lease"); and

(f)  all of Seller's right, title, and interest in and to the
plans and specifications with respect to the Improvements and any
guarantees, trademarks, rights of copyright, warranties, or other rights
related to the ownership of or use and operation of the Land, Personal
Property, or Improvements, all governmental licenses and permits, and all
intangibles associated with the Land, Personal Property, and Improvements,
including the name of the Improvements and the logo therefor, if any. 

2.   Earnest Money. Within two (2) business days after the full execution
-------------                                                       
of this Agreement, Purchaser shall deliver to Heritage Title Company, as agent
for Chicago Title Insurance Company ("Escrow Agent"), whose offices are at 98
San Jacinto Boulevard, Suite 400, Austin, Texas  78701, Attention:  John Bruce,
Purchaser's check, payable to Escrow Agent, in the amount of $250,000.00 (the
"Earnest Money"), which Earnest Money shall be held and disbursed by Escrow
Agent in accordance with this Agreement. The Earnest Money shall be paid by
Escrow Agent to Seller at Closing (as hereinafter defined) and shall be applied
as a credit to the Purchase Price (as hereinafter defined), or shall otherwise
be paid to Seller or refunded to Purchaser in accordance with the terms of 

this Agreement. All interest and other income from time to time earned on the
Earnest Money shall remain with and become a part of the Earnest Money.

3.   Purchase Price. Subject to adjustment and credits as otherwise
--------------                                                
specified in this Agreement, the purchase price (the "Purchase Price") to be
paid by Purchaser to Seller for the Property shall be TWENTY MILLION SIX HUNDRED
FIFTY THOUSAND AND NO/100 DOLLARS ($20,650,000.00). The Purchase Price shall be
paid by Purchaser to Seller at the Closing (as hereinafter defined) by cashier's
check or by wire transfer of immediately available federal funds, less the
amount of Earnest Money and subject to prorations, adjustments and credits as
otherwise specified in this Agreement.  If Seller has not received good funds by
2:00 p.m. Atlanta, Georgia time on the date of Closing, the adjustments to the
Purchase Price shall be re-prorated as of the first business day following such
date of Closing.

4.   Purchaser's Inspection and Review Rights. Subject to the rights of the
----------------------------------------                              
Tenant, Purchaser and its agents, engineers, or representatives, with Seller's
reasonable, good faith cooperation, shall have the privilege of going upon the
Property as needed to inspect, examine, test, and survey the Property at all
reasonable times and upon reasonable prior notice and from time to time.
Purchaser hereby agrees to indemnify, defend and hold Seller harmless from any
liens, claims, liabilities, and damages incurred through the exercise of such
privilege, and Purchaser further agrees to repair any damage to the Property
caused by the exercise of such privilege.  All such inspections shall be non-
destructive in nature and specifically shall not include any physically
intrusive testing; provided however, that if Purchaser desires to undertake such
intrusive testing, Purchaser shall first obtain Seller's written approval which
shall not be unreasonably withheld if Purchaser conducts such testing in
accordance with commercially customary standards; and provided further that if
Purchaser's Phase I Environmental Report recommends a Phase II investigation,
Seller shall be entitled to withhold its consent to such investigation in its
sole discretion.  At all reasonable times prior to the Closing (as hereinafter
defined), Seller shall make available to Purchaser, or Purchaser's agents and
representatives, for review and copying, all books, records, and files in
Seller's possession relating to the operation of the Property, including,
without limitation, title matters, surveys, tenant files, service and
maintenance agreements, and other contracts, books, records, operating
statements, and other information relating to the Property; provided, however,
Seller shall not be required to deliver or make available to Purchaser any
appraisals, budgets, strategic plans, internal analyses, information regarding
the marketing of the Property for sale, attorney and accountant work product or
privileged documents and/or other information which would not be relevant in
connection with a customary due diligence investigation of a property comparable
to the Property.  Seller further agrees to provide to Purchaser prior to the
date which is five (5) days after the effective date of this Agreement, to the
extent the same are in the possession of or under the control of Seller, the
most current boundary and "as-built" surveys of the Land and Improvements and
any title insurance policies, building inspection reports, environmental
reports, certificates of occupancy, building permits, ad valorem tax bills,
certificates of insurance and instruments reflecting the approval of any
association governing the Property relating thereto. Seller further agrees to
assist in good faith and cooperate with Purchaser in the review of the books,
records, and files relating to the Property. At no cost to Seller, Seller shall
request the authors of  existing  environmental reports to issue reliance
letters addressed to Purchaser and Purchaser's lender, if any, and provide
Purchaser with an introduction so Purchaser might pursue the matter.  If the
Closing is not consummated hereunder, Purchaser shall promptly deliver copies of
all reports, surveys and other information furnished to Purchaser by third
parties in connection with Purchaser's inspections of the Property; provided
however, that the delivery of such copies and information shall be without
warranty or representation whatsoever, express or implied.  Purchaser shall
maintain and shall insure that Purchaser and Purchaser's consultants and
contractors maintain public liability insurance and property damage insurance in
an amount not less than Two Million Dollars ($2,000,000) and in form and
substance adequate to insure against all liability of Purchaser and its
consultants and contractors, respectively, and each of their respective agents,
employees and contractors, arising out of inspections and testing of the
Property or any part thereof made on Purchaser's behalf and, at Seller's
request, Purchaser shall furnish Sellers with appropriate certificates and
endorsements reflecting Seller as an additional insured under any such
insurance.

5.   Special Condition to Closing. Purchaser shall have to and through
----------------------------                                     
August 27, 2001 (the "Inspection Period") to make investigations, examinations,
inspections, market studies, feasibility studies, lease reviews, and tests
relating to the Property and the operation thereof in order to determine, in
Purchaser's sole opinion and discretion, the suitability of the Property for
acquisition by Purchaser. Purchaser shall have the right to terminate this
Agreement at any time prior to the expiration of the Inspection Period by giving
written notice to Seller of such election to terminate. In the event Purchaser
so elects to terminate this Agreement, Seller shall be entitled to receive and
retain the sum of Twenty-Five Dollars ($25.00) of the Earnest Money, and the
balance of the Earnest Money 

2

shall be promptly refunded by Escrow Agent to Purchaser, whereupon, except as
expressly provided to the contrary in this Agreement, no party hereto shall have
any other or further rights or obligations under this Agreement. Seller
acknowledges that the sum of $25.00 is good and adequate consideration for the
termination rights granted to Purchaser hereunder.

6.   General Conditions Precedent to Purchaser's Obligations Regarding the
---------------------------------------------------------------------
Closing. In addition to the conditions to Purchaser's obligations set forth in
-------                                                                       
Paragraph 5 above, the obligations and liabilities of Purchaser hereunder shall
in all respects be conditioned upon the satisfaction of each of the following
conditions, any of which may be waived by written notice from Purchaser to
Seller:

(a) Seller shall have complied in all material respects with and
otherwise performed in all material respects each of the covenants and
obligations of Seller set forth in this Agreement, as of the date of
Closing (as hereinafter defined).

(b) All representations and warranties of Seller as set forth in this
Agreement shall be true and correct in all material respects as of the date
of Closing.

(c) The Title Company shall be prepared to issue to Purchaser upon the
Closing a fee simple owner's title insurance policy on the Land and
Improvements without exceptions other than as described in paragraph 7
pursuant to the Title Commitment.

(d) Purchaser shall have received the Tenant Estoppel Certificate
referred to in Paragraph 9(c) hereof, duly executed by the Tenant (as
hereinafter defined) at least five (5) business days prior to Closing.

(e) Tenant shall be in possession of its premises under the Lease, and
rent shall have Commenced under the Lease.

7.   Title and Survey.  Seller covenants and agrees that Seller shall, on
----------------                                                    
or before ten (10) days after the Effective Date of this Agreement, cause
Chicago Title Insurance Company, or such other such title insurance company
acceptable to Purchaser (herein referred to as the "Title Company"), to deliver
to Purchaser its commitment (herein referred to as the "Title Commitment") to
issue to Purchaser, upon the recording of the Deed conveying title to the
Property from Seller to Purchaser, the payment of the Purchase Price, and the
payment to the Title Company of the policy premium therefor, an owner's policy
of title insurance, in the amount of the Purchase Price, insuring good and
marketable fee simple record title to the Property to be in Purchaser subject
only to the Permitted Exceptions (as hereinafter defined), with affirmative
coverage over any mechanic's, materialman's and subcontractor's liens. Such
Title Commitment shall not contain any exception for rights of parties in
possession other than an exception for the right of the Tenant under the Lease.
If the Title Commitment shall contain an exception for the state of facts which
would be disclosed by a survey of the Property or an "area and boundaries"
exception, the Title Commitment shall provide that such exception will be
deleted upon the presentation of the Texas equivalent of an ALTA/ASCM survey
acceptable to Title Company, in which case the Title Commitment shall be amended
to contain an exception only for the matters shown on the as-built survey which
Purchaser shall obtain at its sole cost and expense. Seller shall also cause to
be delivered to Purchaser together with such Title Commitment, legible copies of
all documents and instruments referred to therein. Purchaser, upon receipt of
the Title Commitment and the copies of the documents and instruments referred to
therein, shall then have twenty (20) days during which to examine the same,
after which Purchaser shall notify Seller in writing (the "Objection Notice") of
any defects or objections affecting the marketability of the title to the
Property. In the event the Objection Notice is not timely delivered to Seller,
then except for matters arising subsequent to the effective date of the Title
Commitment and Monetary Liens, Purchaser shall be deemed to have waived all
other title objections and such matters which are not objected to in the
Objection Notice shall be deemed a "Permitted Exception." Within five (5) days
after Seller's receipt of the Objection Notice, Seller shall deliver to
Purchaser a written notice (the "Response Notice") indicating whether Seller
elects to cure the objections identified in the Objection Notice, except that in
all events Seller shall be required to cure the following: outstanding deeds of
trust and other security interests arising by, through or under Seller,
undisputed mechanics and materialmen's liens, delinquent ad valorem property
taxes and assessments and judgment liens ("Monetary Liens"). Failure to timely
deliver a Response Notice shall be deemed to be an election by Seller not to
cure any matters described in the Objection Notice. In the event Seller elects
in the Response Notice not to cure any of Purchaser's objections in the
Objection Notice, Purchaser may elect to terminate this Agreement and receive
the Earnest Money by delivery within three (3) days after Purchaser's 

3

receipt of the Response Notice or Seller's deemed election, of a written notice
of termination (the "Election Notice"). In the event Purchaser fails to timely
elect to terminate this Agreement through the delivery of an Election Notice,
Purchaser shall be deemed to elect not to terminate this Agreement pursuant to
this Paragraph 7, and Seller shall convey title subject to the matters set forth
in the Objection Notice which Seller has not agreed to cure, provided that in
all events, Seller shall cure Monetary Liens.

8.   Representations and Warranties of Seller. Seller hereby makes the
----------------------------------------                         
following representations and warranties to Purchaser, each of which shall be
deemed material:

(a) Lease. Attached hereto as Exhibit "C" is a true and accurate copy
-----                     -----------                            
of the Lease, which is the only lease in effect relating to the Property.
Seller is the "landlord" under the Lease and owns unencumbered legal and
beneficial title to the Lease and the rents and other income thereunder,
subject only to the collateral assignment of the Lease and the rents
thereunder in favor of the holder of an existing mortgage or deed of trust
encumbering the Property, which mortgage or deed of trust shall be
cancelled and satisfied by Seller at the Closing.

(b) Lease - Assignment. To the Seller's actual knowledge, the Tenant
------------------                                              
has not assigned its interest in the Lease or sublet any portion of the
premises leased to the Tenant under the Lease.

(c) Lease - Default. (i) Seller has not received any written notice of
---------------                                                   
termination or default under the Lease, (ii) there are no existing or
uncured defaults by Seller or to Seller's actual knowledge by the Tenant
under the Lease, (iii) to Seller's actual knowledge, there are no events
which with the passage of time or notice, or both, would constitute a
default by Seller or by the Tenant, and Seller has complied with each and
every undertaking, covenant, and obligation of Seller under the Lease
required through the date hereof, and (iv) to Seller's actual knowledge,
Tenant has not asserted in writing any defense, set-off, or counterclaim
with respect to its tenancy or its obligation to pay rent, additional rent,
or other charges pursuant to the Lease.

(d) Lease - Rents and Special Consideration. Tenant : (i) has not
---------------------------------------                      
prepaid rent for more than the current month under the Lease, (ii) has not
received and is not entitled to receive any rent concession in connection
with its tenancy under the Lease other than as described in the Lease,
(iii) is not entitled to any special work (not yet performed), or
consideration (not yet given) in connection with its tenancy under the
Lease, and (iv) does not have any deed, option, or other evidence of any
right or interest in or to the Property, except for the Tenant's tenancy as
evidenced by the express terms of the Lease. This representation shall not
survive Closing if and to the extent such matters are covered in the Tenant
Estoppel Certificate.

(e) Lease - Commissions. No rental, lease, or other commissions with
-------------------                                             
respect to the Lease are payable to Seller, any partner of Seller, any
party affiliated with or related to Seller or any partner of Seller or any
third party whatsoever, except any such commissions which have been cashed-
out and paid and satisfied in full by Seller or by Seller's predecessor in
title to the Property.

(f) Lease - Acceptance of Premises. (i) Tenant has accepted its leased
------------------------------                                    
premises located within the Property, including any and all work performed
therein or thereon pursuant to the Lease, (ii) Tenant is in full and
complete possession of its premises under the Lease, and (iii) Seller has
not received any written notice from the Tenant that the Tenant's premises
are not in full compliance with the terms and provisions of Tenant's Lease
or are not satisfactory for Tenant's purposes.

(g) No Other Agreements. Other than the Lease, the Permitted
-------------------                                     
Exceptions and those matters, if any, described on Exhibit "B" hereto,
there are no leases, service contracts, management agreements, or other
agreements or instruments in force and effect, oral or written, to which
Seller is a party and that grant to any person whomsoever or any entity
whatsoever any right, title, interest or benefit in or to all or any part
of the Property or any rights relating to the use, operation, management,
maintenance, or repair of all or any part of the Property.

(h) No Litigation. There are no actions, suits, or proceedings
-------------                                             
pending, or, to Seller's actual knowledge, threatened by any organization,
person, individual, or governmental agency against Seller with respect to
the Property or against the Property.  Seller has no knowledge of any
pending or threatened 

4

application for changes in the zoning applicable to the Property or any
portion thereof.

(i) Condemnation. No condemnation or other taking by eminent domain of
------------                                                      
the Property or any portion thereof has been instituted and, to Seller's
actual knowledge, there are no pending or threatened condemnation or
eminent domain proceedings (or proceedings in the nature or in lieu
thereof) affecting the Property or any portion thereof or its use.

(j)  Intentionally Omitted.
----------------------

(k) No Assessments. To Seller's actual knowledge, no assessments have
--------------                                                   
been made against the Property that are unpaid, whether or not they have
become liens.

(l) Condition of Improvements. To the best of Seller's actual
-------------------------                                
knowledge, there are no latent  structural or other defects, in the
Improvements. This representation shall not survive Closing if and to the
extent such matters are covered in the Tenant Estoppel Certificate.

(m) Certificates. There has been no written notice or request of any
------------                                                
municipal department, insurance company or board of fire underwriters (or
organization exercising functions similar thereto), or mortgagee directed
to Seller and requesting the performance of any work or alteration to the
Property which has not been complied with.

(n)  Violations. Seller has received no written notice of any
----------                                              
violations of law, municipal or county ordinances, or other legal
requirements with respect to the Property.

(o) Intentionally Omitted.
--------------------- 

(p) Intentionally Omitted.
--------------------- 

(q) Bankruptcy. Seller is "solvent as said term is defined by
----------                                               
bankruptcy law" and has not made a general assignment for the benefit of
creditors nor been adjudicated a bankrupt or insolvent, nor has a receiver,
liquidator, or trustee for any of Seller's properties (including the
Property) been appointed or a petition filed by or against Seller for
bankruptcy, reorganization, or arrangement pursuant to the Federal
Bankruptcy Act or any similar Federal or state statute, or any proceeding
instituted for the dissolution or liquidation of Seller.

(r) Pre-existing Right to Acquire.  No person or entity has any right
-----------------------------                                    
or option to acquire the Property or any portion thereof which will have
any force or effect after the execution of this Agreement, other than
Purchaser.

(s) Effect of Certification. To the best of Seller's knowledge,
-----------------------                                    
neither this Agreement nor the transactions contemplated herein will
constitute a breach or violation of, or default under, or will be modified,
restricted, or precluded by the Lease or the Permitted Exceptions.

(t) Authorization. Seller is a duly organized and validly existing
-------------                                                 
limited partnership under the laws of the State of Texas. This Agreement
has been duly authorized and executed on behalf of Seller and constitutes
the valid and binding agreement of Seller, enforceable in accordance with
its terms, and all necessary action on the part of Seller to authorize the
transactions herein contemplated has been taken, and no further action is
necessary for such purpose.

(u) Seller Not a Foreign Person. Seller is not a "foreign person"
---------------------------                                  
which would subject Purchaser to the withholding tax provisions of Section
1445 of the Internal Revenue Code of 1986, as amended.

(v) Intentionally Omitted.
--------------------- 

(w) Contracts. Other than the Lease and the Permitted Exceptions,
---------                                                    
there are no and Seller shall not enter into any service, management or
maintenance contracts which are not terminable by Seller (or, after the
Closing Date, by Purchaser) upon not more than thirty (30) days notice, or
which, by their 

5

terms, have been fully performed, complied with or terminated (and are of
no further force or effect) on or as of the Closing Date.

(x) Knowledge Defined.  References to the "knowledge" of Seller shall
-----------------                                                
refer only to the actual knowledge of the Designated Employees (as
hereinafter defined) of The Brookdale Group and shall not be construed, by
imputation or otherwise, to refer to the knowledge of any affiliate, to any
property manager, or to any other officer, agent, manager, representative
or employee of The Brookdale Group, or to impose upon such Designated
Employee any duty to investigate the matter to which  such actual
knowledge, or the absence thereof, pertains.  As used herein, the term
"Designated Employee" shall refer to C.L. Davidson, III, Fred H. Henritze,
Seabie W. Hickson, David Hendrickson and Patrick Walsh.

(y) Representations and Warranties.  The representations and
------------------------------                          
warranties of Seller set forth in this Section 8 as updated by the
certificate of Sellers to be delivered to Purchaser at Closing shall
survive Closing for a period of one (1) year.  No claim for a breach of any
representation or warranty of Seller shall be actionable or payable (a) if
the breach in question results from or is based on a condition, state of
facts or other matter which was known to Purchaser prior to Closing, (b)
unless the valid claims for all such breaches collectively aggregate more
than Fifty Thousand Dollars ($50,000), in which event the full amount of
such valid claims shall be actionable, up to but not exceeding the amount
of the Cap (as defined below), and (c) unless written notice containing a
description of the specific nature of such breach shall have been given by
Purchaser to Seller prior to the expiration of said ninety (90)-day period
and an action shall have been commenced by Purchaser against Seller within
one hundred eighty (180) days of Closing.  As used herein, the term "Cap"
shall mean the total aggregate amount of $2,000,000.  In no event shall
Seller's aggregate liability to Purchaser for breach of any representation
or warranty of Seller in this Agreement or the certificate to be delivered
by Seller at Closing pursuant to this Section 8 exceed the amount of the
Cap.

At Closing, Seller shall represent and warrant to Purchaser that all
representations and warranties of Seller in this Agreement remain true and
correct as of the date of the Closing, except for any changes in any such
representations or warranties that occur and are disclosed by Seller to
Purchaser expressly and in writing at any time and from time to time prior to
Closing upon their occurrence, which disclosures shall thereafter be updated by
Seller to the date of Closing.  If there is any material change in any
representations or warranties and Seller does not cure or correct such changes
prior to Closing, then Purchaser may, at Purchaser's option, (i) close and
consummate the transaction contemplated by this Agreement, or (ii) terminate
this Agreement by written notice to Seller, whereupon the Earnest Money shall be
immediately returned by Escrow Agent to Purchaser, and thereafter the parties
hereto shall have no further rights or obligations hereunder, except only (1)
for such rights or obligations that, by the express terms hereof, survive any
termination of this Agreement, and (2) that Purchaser shall have the right to
seek monetary damages from Seller for any changes in such representations and
warranties intentionally and willfully caused by Seller or any such
representations and warranties intentionally and willfully breached by Seller
and not within the actual knowledge of Purchaser at the time of Closing.

ACKNOWLEDGING PURCHASER'S OPPORTUNITY TO INSPECT THE PROPERTY,
PURCHASER AGREES TO TAKE THE PROPERTY "AS IS" WITH ALL FAULTS AND CONDITIONS
THEREON, SUBJECT, HOWEVER, TO THE REPRESENTATIONS AND WARRANTIES OF SELLER MADE
IN THIS AGREEMENT. EXCEPT FOR ANY SPECIFIC REPRESENTATION OR WARRANTY MADE BY
SELLER IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES (I) THAT SELLER HAS
NOT MADE, DOES NOT MAKE AND SPECIFICALLY 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 NATURE, QUALITY OR
CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND
GEOLOGY, (B) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES
WHICH PURCHASER MAY CONDUCT THEREON, (C) THE COMPLIANCE OF OR BY THE PROPERTY OR
ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE
GOVERNMENTAL AUTHORITY OR BODY, OR (D) THE HABITABILITY, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, AND (II) THAT NEITHER SELLER
NOR ANY OF SELLER'S EMPLOYEES, AGENTS OR ATTORNEYS NOR ANY OF THEIR RESPECTIVE
DIRECT OR INDIRECT PARTNERS, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
ADVISORS, 

6

EMPLOYEES, AGENTS, TRUSTEES, SHAREHOLDERS, BENEFICIARIES, CONTRACTORS OR
REPRESENTATIVES ARE MAKING OR SHALL BE DEEMED TO HAVE MADE ANY EXPRESS IMPLIED
REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE.

9.   Seller's Additional Covenants. Seller does hereby further covenant and
-----------------------------
agree as follows:

(a) Operation of Property.  Seller hereby covenants that, from the
---------------------                                         
date of this Agreement up to and including the date of Closing, Seller
shall: (i) not negotiate with any third party respecting the sale of the
Property or any interest therein, (ii) not modify, amend, or terminate the
Lease or enter into any new lease respecting the Property, (iii) not grant
or otherwise create or consent to the creation of any easement,
restriction, lien, assessment, or encumbrance respecting the Property, and
(iv) cause the Property to be operated, maintained, and repaired in the
same manner as the Property is currently being operated, maintained, and
repaired.

(b) Preservation of Lease. Seller shall, from and after the date of
---------------------                                          
this Agreement to the date of Closing, use its good faith efforts to
perform and discharge all of the duties and obligations and shall otherwise
comply with every covenant and agreement of the landlord under the Lease,
at Seller's expense, in the manner and within the time limits required
thereunder, including, without limitation, those actions necessary to place
Tenant in possession and commence the payment of rent. Furthermore, Seller
shall, for the same period of time, take such actions as are reasonably
necessary to enforce the terms and provisions of the Lease. Seller hereby
agrees that from and after full execution of this Agreement, Seller shall
not credit any portion of the security deposit, if any, against defaults or
delinquencies of the Tenant under the Lease.

(c) Tenant Estoppel Certificate. Seller shall use commercially
---------------------------                               
reasonable efforts to obtain and deliver to Purchaser on or before five (5)
business days prior to Closing a fully completed estoppel certificate with
respect to the Lease in substantially the form of Exhibit "D" (the "Tenant
-----------             
Estoppel Certificate"), duly executed by the Tenant thereunder.  The Tenant
Estoppel Certificate shall be executed as of a date not more than thirty
(30) days prior to Closing. Purchaser agrees to accept a form which does
not contain paragraphs 15 and 16 so long as Seller submits a bona fide
request therefore to Tenant.

(d) Insurance. From and after the date of this Agreement to the date
---------                                                       
and time of Closing, Seller shall, at its expense, cause to be maintained
in full force and effect the insurance coverage currently in effect on the
Property.

(e) Covenant to Satisfy Conditions; Effect of Failure to Satisfy.
------------------------------------------------------------  
Seller hereby agrees to use commercially reasonable efforts to cause each
of the conditions precedent to the obligations of Purchaser to be fully
satisfied, performed and discharged, on and as of the Closing Date.

10.  Closing.  Provided that all of the conditions set forth in this
-------                                                        
Agreement are theretofore fully satisfied or performed, it being fully
understood and agreed, however, that Purchaser may expressly waive in writing,
at or prior to Closing, any conditions that are unsatisfied or unperformed at
such time, the consummation of the sale by Seller and purchase by Purchaser of
the Property (herein referred to as the "Closing") shall be held at 2:00 p.m.,
local time, on September 17, 2001, at the offices of Title Company, or at such
earlier time as shall be agreed by the parties.

11.  Seller's Closing Documents.  For and in consideration of, and as a
--------------------------                                        
condition precedent to, Purchaser's delivery to Seller of the Purchase Price
described in Paragraph 3 hereof, Seller shall obtain or execute, at Seller's
expense, and deliver to Purchaser at Closing the following documents (all of
which shall be duly executed, acknowledged, and notarized where required and
shall survive the Closing):

(a) Limited or Special Warranty Deed.  A Limited or Special Warranty
--------------------------------                                
Deed (the "Deed") conveying to Purchaser marketable fee simple title to the
Land and Improvements, together with all rights, easements, and
appurtenances thereto, subject only to the Permitted Exceptions in form and
substance reasonably acceptable to Title Company;

(b) Bill of Sale.  A Bill of Sale conveying to Purchaser marketable
------------                                                   
title to the Personal 

7

Property in the form and substance of Exhibit "F";
----------- 

(c) Blanket Transfer.  A Blanket Transfer and Assignment in the form
----------------                                                
and substance of Exhibit "G";
----------- 

(d) Assignment and Assumption of Lease.  An Assignment and Assumption
----------------------------------                               
of Lease in the form and substance of Exhibit "H", assigning to Purchaser
-----------                        
all of Seller's right, title, and interest in and to the Lease and the
rents thereunder;

(e) Seller's Affidavit.  A customary seller's affidavit in the form
------------------                                             
required by the Title Company;

(f) FIRPTA Certificate. A FIRPTA Certificate in such form as Purchaser
------------------                                                
shall reasonably approve;

(g) Certificates of Occupancy.  The original Certificates of occupancy
-------------------------                                         
for all space within the Improvements;

(h) Marked Title Commitment.  The Title Commitment, marked to change
-----------------------                                         
the effective date thereof through the date and time of recording the Deed
from Seller to Purchaser, to reflect that Purchaser is vested with the fee
simple title to the Land and the Improvements, and to reflect that all
requirements for the issuance of the final title policy pursuant to such
Title Commitment have been satisfied;

(i) Keys and Records.  All of the keys to any doors or locks on the
----------------                                               
Property and the original tenant files and other books and records relating
to the Property in Seller's possession;

(j) Tenant Notice.  Notice from Seller to the Tenant of the sale of
-------------                                                  
the Property to Purchaser in such form as Purchaser shall reasonably
approve;

(k) Settlement Statement.  A settlement statement setting forth the
--------------------                                           
amounts paid by or on behalf of and/or credited to each of Purchaser and
Seller pursuant to this Agreement;

(l) Association/Governing Board Estoppels.  An estoppel signed by an
-------------------------------------                           
authorized representative of any association, governing board, or other
entity governing the Property addressed to Purchaser and any lender to the
effect that neither the Seller nor the Property are in default under any of
the applicable instruments and that current charges and/or assessments have
been paid; and

(m) Other Documents.  Such other documents as shall be reasonably
---------------                                              
required by Purchaser's counsel.

12.  Purchaser's Closing Documents.  Purchaser shall obtain or execute and
-----------------------------                                        
deliver to Seller at Closing the following documents, all of which shall be duly
executed and acknowledged where required and shall survive the Closing:

(a)  Blanket Transfer.  The Blanket Transfer and Assignment;
----------------                                       

(b)  Assignment and Assumption of Lease.  The Assignment and Assumption of
----------------------------------                                   
Lease;

(c)  Settlement Statement.  A settlement statement setting forth the 
--------------------                                            
amounts paid by or on behalf of and/or credited to each of Purchaser and Seller
pursuant to this Agreement; and

(d)  Other Documents.  Such  other documents as shall be reasonably 
---------------  
required by Seller's counsel.

13.  Closing Costs.  Seller shall pay the cost of the Title Commitment,
-------------                                                     
including the cost of the examination of title to the Property made in
connection therewith, and the premium for the owner's policy of title insurance
issued pursuant thereto at standard rates. Seller shall pay the cost of any
transfer or documentary tax imposed by any jurisdiction in which the Property is
located,  the attorneys' fees of Seller, and all other costs and expenses
incurred by Seller in closing and consummating the purchase and sale of the
Property pursuant hereto. 

8

Purchaser shall pay the cost of any survey obtained by Purchaser, the attorneys'
fees of Purchaser, and all other costs and expenses incurred by Purchaser in
closing and consummating the purchase and sale of the Property pursuant hereto.
Each party shall pay one-half of any escrow fees.

14.  Prorations.  The following items shall be prorated and/or credited
----------                                                        
between Seller and Purchaser as of Midnight preceding the date of Closing:

(a) Rents. Rents, additional rents, and other income of the Property
-----                                                           
(other than security deposits, which shall be assigned and paid over to
Purchaser) collected by Seller from Tenant for the month of Closing.
Purchaser shall also receive a credit against the Purchase Price payable by
Purchaser to Seller at Closing for any rents or other sums (not including
security deposits) prepaid by Tenant for any period following the month of
Closing, or otherwise.

(b) Property Taxes. City, state, county, and school district ad
--------------                                             
valorem taxes based on the ad valorem tax bills for the Property, if then
available, or if not, then on the basis of the latest available tax figures
and information. Should such proration be based on such latest available
tax figures and information and prove to be inaccurate upon receipt of the
ad valorem tax bills for the Property for the year of Closing, either
Seller or Purchaser, as the case may be, may demand at any time after
Closing a payment from the other correcting such malapportionment. In
addition, if after Closing there is an adjustment or reassessment by any
governmental authority with respect to, or affecting, any ad valorem taxes
for the Property for the year of Closing or any prior year, any additional
tax payment for the Property required to be paid with respect to the year
of Closing shall be prorated between Purchaser and Seller and any such
additional tax payment for the Property for any year prior to the year of
Closing shall be paid by Seller. This agreement shall expressly survive the
Closing.

(c) Utility Charges.  Except for utilities which are the
---------------                                     
responsibility of Tenant, Seller shall pay all utility bills received prior
to Closing and shall be responsible for utilities furnished to the Property
prior to Closing. Purchaser shall be responsible for the payment of all
bills for utilities furnished to the Property subsequent to the Closing.
Seller and Purchaser hereby agree to prorate and pay their respective
shares of all utility bills received subsequent to Closing, which agreement
shall survive Closing.

15.  Purchaser's Default.  In the event of default by Purchaser under the
-------------------                                                 
terms of this Agreement, Seller's sole and exclusive remedy shall be to receive
the Earnest Money as liquidated damages and thereafter the parties hereto shall
have no further rights or obligations hereunder whatsoever. It is hereby agreed
that Seller's damages will be difficult to ascertain and that the Earnest Money
constitutes a reasonable liquidation thereof and is intended not as a penalty,
but as fully liquidated damages. Seller agrees that in the event of default by
Purchaser, it shall not initiate any proceeding to recover damages from
Purchaser, but shall limit its recovery to the retention of the Earnest Money.

16.  Seller's Default.  In the event of default by Seller under the terms
----------------                                                    
of this Agreement, including, without limitation, the failure of Seller to cure
any title defects or objections, except as otherwise specifically set forth
herein, at Purchaser's option: (i) if any such defects or objections constitutes
a Monetary Lien, Purchaser shall have the right to cure such defects or
objections, in which event the Purchase Price shall be reduced by an amount
equal to the costs to satisfy, bond over or insure over such defects or
objections, and upon such curing, the Closing hereof shall proceed in accordance
with the terms of this Agreement; or (ii) Purchaser shall have the right to
terminate this Agreement by giving written notice of such termination to Seller,
whereupon Escrow Agent shall promptly refund all Earnest Money to Purchaser, and
Purchaser and Seller shall have no further rights, obligations, or liabilities
hereunder, except as may be expressly provided to the contrary herein; or (iii)
Purchaser shall have the right to accept title to the Property subject to such
defects and objections with no reduction in the Purchase Price, in which event
such defects and objections shall be deemed "Permitted Exceptions"; or (iv)
Purchaser may elect to seek specific performance of this Agreement.  Purchaser
hereby waives the right to seek and obtain damages by reason of any default by
Seller except as provided in Section 8 hereof.

17.  Condemnation.  If, prior to the Closing, all or any part of the
------------                                                   
Property is subjected to a bona fide threat of condemnation by a body having the
power of eminent domain or is taken by eminent domain or condemnation (or sale
in lieu thereof), or if Seller has received notice that any condemnation action
or proceeding with respect to the Property is contemplated by a body having the
power of eminent domain and in either instance 

9

the Lease is terminable or rent thereunder may be reduced or abated, Seller
shall give Purchaser immediate written notice of such threatened or contemplated
condemnation or of such taking or sale, and Purchaser may by written notice to
Seller given within fifteen (15) days of the receipt of such notice from Seller,
elect to cancel this Agreement. If Purchaser chooses to cancel this Agreement in
accordance with this Paragraph 17, then the Earnest Money shall be returned
immediately to Purchaser by Escrow Agent and the rights, duties, obligations,
and liabilities of the parties hereunder shall immediately terminate and be of
no further force and effect. If Purchaser does not elect to cancel this
Agreement in accordance herewith, this Agreement shall remain in full force and
effect and the sale of the Property contemplated by this Agreement, less any
interest taken by eminent domain or condemnation, or sale in lieu thereof, shall
be effected with no further adjustment and without reduction of the Purchase
Price, and at the Closing, Seller shall assign, transfer, and set over to
Purchaser all of the right, title, and interest of Seller in and to any awards
that have been or that may thereafter be made for such taking.

18.  Damage or Destruction.  If any of the Improvements shall be destroyed
---------------------                                                
or damaged prior to the Closing, and the estimated cost of repair or replacement
exceeds $250,000.00 or if the Lease shall terminate as a result of such damage,
Purchaser may, by written notice given to Seller within fifteen (15) days after
receipt of written notice from Seller of such damage or destruction, elect to
terminate this Agreement, in which event the Earnest Money shall immediately be
returned by Escrow Agent to Purchaser and except as expressly provided herein to
the contrary, the rights, duties, obligations, and liabilities of all parties
hereunder shall immediately terminate and be of no further force or effect. If
Purchaser does not elect to terminate this Agreement pursuant to this Paragraph
18, or has no right to terminate this Agreement (because the damage or
destruction does not exceed $250,000.00 and the Lease remains in full force and
effect), and the sale of the Property is consummated, Purchaser shall be
entitled to receive all insurance proceeds paid or payable to Seller by reason
of such destruction or damage under the insurance required to be maintained by
Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore
received and applied by Seller to restoration). If the amount of said casualty
or rent loss insurance proceeds is not settled by the date of Closing, Seller
shall execute at Closing all proofs of loss, assignments of claim, and other
similar instruments to ensure that Purchaser shall receive all of Seller's
right, title, and interest in and under said insurance proceeds.

19.  Hazardous Substances.  Seller hereby warrants and represents to the
--------------------                                               
best of Seller's actual knowledge, that except as disclosed in that certain
Phase I Environmental Site Assessment (the "Environmental Site Assessment"),
dated October 7, 1998, prepared by Associated Environmental Consultants,
Inc. (i) no "hazardous substances", as that term is defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Section 9601, et. seq., the Resource Conservation and Recovery Act, as
--  ---                                                 
amended, 42 U.S.C. Section 6901 et. seq., and the rules and regulations
--  ---                                
promulgated pursuant to these acts, any so-called "super-fund" or "super-lien"
laws or any applicable state or local laws, nor any other pollutants, toxic
materials, or contaminants have been discharged, disbursed, released, stored,
treated, generated, disposed of, or allowed to escape on the Property by Seller
in violation of applicable laws, (ii) no asbestos or asbestos containing
materials have been installed, used, incorporated into the Improvements, or
disposed of on the Property by Seller, (iii) no polychlorinated biphenyls are
located on or in the Property, in the form of electrical transformers,
fluorescent light fixtures with ballasts, cooling oils, or any other device or
form, (iv) no underground storage tanks are located on the Property or were
located on the Property and subsequently removed or filled, (v) Seller has
received no written notice of an investigation, administrative order, consent
order and agreement, litigation, or settlement with respect to Hazardous
Substances that is proposed, threatened, or in existence with respect to the
Property, and (vi) the Property has not previously been used as a landfill,
cemetery, or as a dump for garbage or refuse.  Seller further warrants and
represents that it has no actual knowledge of any of the foregoing matters other
than as set forth in the Environmental Site Assessment.

20.  Assignment.  Purchaser's rights and duties under this Agreement shall
----------                                                           
not be assignable except to a party under the control of controlled by or under
common control with Purchaser without the consent of Seller which consent shall
not be unreasonably withheld.

21.  Broker's Commission.  Seller has by separate agreement agreed to pay a
-------------------                                                   
brokerage commission to Real Estate Resource Partners ("Seller's Broker") and
Purchaser has by separate agreement agreed to pay a brokerage commission to Kent
Jones Company ("Purchaser's Broker") (collectively, the "Broker").  Purchaser
and Seller hereby represent each to the other that they have not discussed this
Agreement or the subject matter hereof with any real estate broker or agent
other than the aforesaid Broker so as to create any legal right in any such
broker or agent to claim a real estate commission with respect to the conveyance
of the Property contemplated by this 

10

Agreement. Seller shall and does hereby indemnify and hold harmless Purchaser
from and against any claim, whether or not meritorious, for any real estate
sales commission, finder's fees, or like compensation in connection with the
sale contemplated hereby and arising out of any act or agreement of Seller,
including any claim asserted by Broker and any broker or agent claiming under
Seller's Broker or Seller. Likewise, Purchaser shall and does hereby indemnify
and hold harmless Seller from and against any claim, whether or not meritorious,
for any real estate sales commission, finder's fees, or like compensation in
connection with the sale contemplated hereby and arising out of any act or
agreement of Purchaser, including any such claim asserted by Purchaser's Broker
and any broker or agent claiming under Purchaser's Broker or Purchaser. This
Paragraph 21 shall survive the Closing or any termination of this Agreement.

22.  Notices.  Wherever any notice or other communication is required or
-------                                                            
permitted hereunder, such notice or other communication shall be in writing and
shall be delivered by overnight courier, by hand, or sent by facsimile (with
confirmation of transmission) to the addresses and/or facsimile numbers set out
below or at such other addresses as are specified by written notice delivered in
accordance herewith:

PURCHASER:          c/o Wells Capital, Inc.
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
Attn: Mr. Michael C. Berndt
Facsimile: (770) 200-8199

with a copy to:     O'Callaghan & Stumm LLP
127 Peachtree Street, N. E., Suite 1330
Atlanta, Georgia 30303
Attn: William L. O'Callaghan, Esq.
Facsimile: (404) 522-2002

SELLER:             c/o Brookdale Group, LLC
3445 Peachtree Road, Suite 700
Atlanta, Georgia 30326
Attn: Mr. Seabie W. Hickson, III
Facsimile: (404) 364-8099

with a copy to :    King & Spalding
191 Peachtree Street, N.E., Suite 4900
Atlanta, Georgia 30303
Attn: Scott J. Arnold, Esq.
Facsimile: (404) 572-5100

Any notice or other communication mailed as herein above provided shall be
deemed effectively given or received on the date of delivery, if delivered by
hand, by overnight courier or facsimile, or otherwise on the third (3rd)
business day following the postmark date of such notice or other communication.

23.  Possession.  Possession of the Property shall be granted by Seller to
----------                                                           
Purchaser on the date of Closing, subject only to the Lease and the Permitted
Exceptions.

24.  Time Periods.  If the time period by which any right, option, or
------------                                                    
election provided under this Agreement must be exercised, or by which any act
required hereunder must be performed, or by which the Closing must be held,
expires on a Saturday, Sunday, or holiday, then such time period shall be
automatically extended through the close of business on the next regularly
scheduled business day.

25.  Survival of Provisions.  All covenants, warranties, and agreements set
----------------------                                                
forth in this Agreement shall survive the execution or delivery of any and all
deeds and other documents at any time executed or delivered under, pursuant to,
or by reason of this Agreement, and shall survive the payment of all monies made
under, pursuant to, or by reason of this Agreement for a period of one (1) year
from Closing.

26.  Severability.  This Agreement is intended to be performed in
------------                                                
accordance with, and only to the 

11

extent permitted by, all applicable laws, ordinances, rules, and regulations. If
any provision of this Agreement, or the application thereof to any person or
circumstance, shall, for any reason and to any extent be invalid or
unenforceable, the remainder of this Agreement and the application of such
provision to other persons or circumstances shall not be affected thereby but
rather shall be enforced to the greatest extent permitted by law.

27.  Authorization.  Purchaser represents to Seller that this Agreement has
-------------                                                         
been duly authorized and executed on behalf of Purchaser and constitutes the
valid and binding agreement of Purchaser, enforceable in accordance with its
terms, and all necessary action on the part of Purchaser to authorize the
transactions herein contemplated has been taken, and no further action is
necessary for such purpose.

28.  General Provisions.   No failure of either party to exercise any power
------------------                                                    
given hereunder or to insist upon strict compliance with any obligation
specified herein, and no custom or practice at variance with the terms hereof,
shall constitute a waiver of either party's right to demand exact compliance
with the terms hereof. This Agreement contains the entire agreement of the
parties hereto, and no representations, inducements, promises, or agreements,
oral or otherwise, between the parties not embodied herein shall be of any force
or effect. Any amendment to this Agreement shall not be binding upon the parties
hereto unless such amendment is in writing and executed by all parties hereto.
The provisions of this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, legal representatives,
successors, and assigns. Time is of the essence of this Agreement. This
Agreement may be executed in multiple counterparts, each of which shall
constitute an original, but all of which taken together shall constitute one and
the same agreement. The headings inserted at the beginning of each paragraph are
for convenience only, and do not add to or subtract from the meaning of the
contents of each paragraph. This Agreement shall be construed and interpreted
under the laws of the State of Texas.  Except as otherwise provided herein, all
rights, powers, and privileges conferred hereunder upon the parties shall be
cumulative but not restrictive to those given by law. All personal pronouns used
in this Agreement, whether used in the masculine, feminine, or neuter gender
shall include all genders, and all references herein to the singular shall
include the plural and vice versa.

29.  Effective Date.  The "effective date" of this Agreement shall be
--------------                                                  
deemed to be the date this Agreement is fully executed by both Purchaser and
Seller and a fully executed original counterpart of this Agreement has been
received by both Purchaser and Seller.

30.  Duties as Escrow Agent.  In performing its duties hereunder, Escrow
----------------------                                             
Agent shall not incur any liability to anyone for any damages, losses or
expenses, except for its gross negligence or willful misconduct, and it shall
accordingly not incur any such liability with respect to any action taken or
omitted in good faith upon advice of its counsel or in reliance upon any
instrument, including any written notice or instruction provided for in this
Agreement, not only as to its due execution and the validity and effectiveness
of its provision, but also as to the truth and accuracy of any information
contained therein that Escrow Agent shall in good faith believe to be genuine,
to have been signed or presented by a proper person and to conform to the
provisions of this Agreement.  Seller and Purchaser hereby agree to indemnify
and hold harmless Escrow Agent against any and all losses, claims, damages,
liabilities and expenses, including reasonable costs of investigation and legal
fees and disbursements, that may be imposed upon Escrow Agent or incurred by
Escrow Agent in connection with its acceptance or performance of its duties
hereunder as escrow agent, including without limitation, any litigation arising
out of this Agreement.  If any dispute shall arise between Seller and Purchaser
sufficient in the discretion of Escrow Agent to justify its doing so, Escrow
Agent shall be entitled to tender into the registry or custody of the clerk of
the Court for the county in which the Property is located or the clerk for the
United States District Court having jurisdiction over the county in which the
Property is located, any or all money (less any sums required to pay Escrow
Agent's attorneys' fees in filing such action), property or documents in its
hands relating to this Agreement, together with such pleadings as it shall deem
appropriate, and thereupon be discharged from all further duties under this
Agreement.  Seller and Purchaser shall bear all costs and expenses of any such
legal proceedings.

[Signatures commence on next page]
==================================

12

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective seals to be affixed hereunto as of the day,
month and year first above written.

"SELLER":

SV RESERVE, L.P., a Georgia limited partnership

By:  /s/ C. L. Davidson, III 
--------------------------------
Name: C. L. Davidson. III
Its: President

"PURCHASER":

WELLS CAPITAL, INC., a Georgia corporation

By: /s/ Leo F. Wells, III
---------------------------------
Its: President
---------------------------------

"ESCROW AGENT":

/s/ John P. Bruce
-------------------------------------

By:  /s/ John P. Bruce
----------------------------------
Its: Commercial Escrow Officer
---------------------------------

"SUBJECT TO THE TERMS 
AND CONDITIONS CONTAINED 
IN THE ATTACHED EARNEST
MONEY RECEIPT."

13

[LETTERHEAD OF HERITAGE TITLE COMPANY]

EARNEST MONEY RECEIPT

Date:   July 24, 2001

RE:     GF# 00010949; Simmons Vedder & Co. to TBD; Reserves A and B of Greens
Crossing, Plat in 308, Page 2 Map Records of Harris County, Texas and
All of that tract or parcel of land located west of Reserves A and B of
Greens Crossing Section Four and west of Greens Crossing Section 8 and
so

Heritage Title Company of Austin, Inc., as Escrow Agent, hereby acknowledges 
receipt of Purchaser's wire transfer in the amount of $250,000.00, tendered as 
Earnest Money to be held by Escrow Agent in accordance with the terms and 
conditions of the attached Agreement for the Purchase and Sale of Property. 
Escrow Agent does not assume and shall not incur any liability, implied or 
otherwise, as a result of any banking institution's dishonor of said check for 
any reason, or the performance or non-performance by any party to the agreement.
If the check is dishonored for any reason after being deposited for collection, 
Escrow Agent may, at its option, notify all parties to the transaction of said 
dishonor, require that any replacement of dishonored check be accomplished with 
a Cashier's Check or deposit by wire transfer of funds, and collect any banking 
charges incurred by Escrow Agent as a result of said dishonor.

The Earnest Money has been deposited into The Chase Manhattan Bank, Austin, 
Texas. Escrow Agent shall not be liable for any interest or other charge on the 
funds held and shall assume no liability for the funds until said check is 
cleared through regular channels of banking. Escrow Agent shall not refund or 
invest the funds until it has received collected funds into its escrow account. 
Please be advised of the following critical elements associated with Escrow 
Agent's receipt of these funds:

In the event Purchaser has additional deposit accounts at the above
referenced banking institution, the Earnest Money will be added to the
total funds deposited on behalf of Purchaser so as to be included in any
insurance limits. PLEASE NOTIFY ESCROW AGENT IMMEDIATELY IF THE EARNEST
MONEY SHOULD BE PLACED WITH ANOTHER BANKING INSTITUTION.

This Earnest Money has been deposited into a NON-INTEREST BEARING ACCOUNT.
IF THE PURCHASER SHOULD REQUEST OR THE CONTRACT REQUIRE THE EARNEST MONEY
TO BE DEPOSITED INTO AN INTEREST BEARING ACCOUNT, ESCROW AGENT MUST BE
CONTACTED AS ADDITIONAL REQUIREMENTS ARE NECESSARY FOR THE HANDLING OF SUCH
ACCOUNTS, including Purchaser's execution of a Form W-9 and an
Authorization to Invest Funds. Service Fees may be incurred for any amounts
less than $5,000.00.

Escrow Agent may, at its sole option, require a written release and
authorization signed by all parties before paying the Earnest Money Deposit
to any or either party.

HERITAGE TITLE COMPANY OF AUSTIN, INC.

By: /s/ John P. Bruce
--------------------------------------------
John P. Bruce, Commercial Escrow Officer

Heritage Title Company of Austin, Inc.
98 San Jacinto Boulevard . Suite 100 . Austin, Texas 78701 . 512/505-5000 . 
Fax 512/505-5021 

Schedule of Exhibits
--------------------

Exhibit "A"   -    Description of Land
Exhibit "B"   -    Not Used
Exhibit "C"   -    Copy of Lease
Exhibit "D"   -    Tenant Estoppel Certificate Form
Exhibit "E"   -    Not Used
Exhibit "F"   -    Bill of Sale Form
Exhibit "G"   -    Blanket Transfer and Assignment Form
Exhibit "H"   -    Assignment and Assumption of Lease Form

EXHIBIT "A"
-----------
LEGAL DESCRIPTION

The surface estate only of unrestricted Reserve "A" Block 1, RESERVE AT GREENS
CROSSING, a subdivision in Harris County, Texas, according to map or plat
thereof, recorded in Clerk's File No. T681583, Film Code No. 418068 of the Map
Records of Harris County, Texas.

EXHIBIT 10.91

LEASE FOR IKON BUILDINGS

THE RESERVE AT GREEN'S CROSSING

LEASE AGREEMENT

BY AND BETWEEN

SV RESERVE, L.P., AS LANDLORD

AND

IKON OFFICE SOLUTIONS, INC., AS TENANT

December 17, 1999

TABLE OF CONTENTS

ARTICLE I..............................................................  1

ARTICLE II.............................................................  1

Section 2.1    Premises.............................................  1
Section 2.2    Term.................................................  2
Section 2.3    Use..................................................  2

ARTICLE III............................................................  3

Section 3.1    Rental Payments......................................  3
Section 3.2    Additional Rent......................................  3

ARTICLE IV.............................................................  6

Section 4.1    Services.............................................  6
Section 4.2    Occupancy of Premises................................  7
Section 4.3    Landlord's Entry.....................................  7
Section 4.4    Hazardous Materials..................................  8

ARTICLE V..............................................................  9

Section 5.1    Leasehold Improvements...............................  9
Section 5.2    Liens................................................ 10
Section 5.3    Indemnification...................................... 10

ARTICLE VI............................................................. 11

Section 6.1    Condemnation......................................... 11
Section 6.2    Force Majeure........................................ 11
Section 6.3    Fire or Other Casualty............................... 11
Section 6.4    Insurance............................................ 12
Section 6.5    Waiver of Subrogation Rights......................... 12

ARTICLE VII............................................................ 13

Section 7.1    Default By Tenant.................................... 13
Section 7.2    Landlord's Remedies.................................. 13
Section 7.3    Waiver of Duty to Relet or Mitigate.................. 14
Section 7.4    Reentry.............................................. 14
Section 7.5    Rights of Landlord in Bankruptcy..................... 15
Section 7.6    Waiver of Certain Rights............................. 15
Section 7.7    Non-Waiver........................................... 15
Section 7.8    Holding Over......................................... 15
Section 7.9    Abandonment of Personal Property..................... 15
Section 7.10   Quiet Enjoyment...................................... 15

ARTICLE VIII........................................................... 15

Section 8.1    Transfers............................................ 15
Section 8.2    Permitted Transfers..................................

16
Section 8.3    Assignment by Landlord............................... 16
Section 8.4    Limitation of Landlord's Liability................... 16

ARTICLE IX............................................................. 17

Section 9.1    Subordination........................................ 17
Section 9.2    Estoppel Certificate or Three-Party Agreement........ 17
Section 9.3    Notices.............................................. 17

ARTICLE X.............................................................. 17

Section 10.1   Rights and Remedies Cumulative....................... 17
Section 10.2   Legal Interpretation................................. 18
Section 10.3   Authority............................................ 18
Section 10.4   Brokers.............................................. 18
Section 10.5   Consents by Landlord................................. 18
Section 10.6   Joint and Several Liability.......................... 18
Section 10.7   Independent Covenants................................ 18
Section 10.8   Attorneys' Fees and Other Expenses................... 19
Section 10.9   Recording............................................ 19
Section 10.10  Disclaimer; Waiver of Jury Trial..................... 19
Section 10.11  Access to Roof....................................... 19
Section 10.12  Parking.............................................. 19
Section 10.13  No Accord or Satisfaction............................ 19
Section 10.14  Acceptance........................................... 19
Section 10.15  Waiver of Counterclaim............................... 20
Section 10.16  Time Is of the Essence............................... 20
Section 10.17  Counterparts......................................... 20    

EXHIBITS:
--------

Exhibit A -   Land
Exhibit B -   Floor Plan(s) of Premises
Exhibit C -   Special Stipulations
Exhibit D -   Commencement Date Agreement
Exhibit E -   Work Letter Agreement
Exhibit F -   Building Rules and Regulation

LEASE AGREEMENT
---------------

THIS LEASE AGREEMENT (this "Lease") is made and entered into as of the
-----                                     
17 day of December, 1999, by and between SV RESERVE, L.P., a Georgia limited
partnership ("Landlord"), whose address is 3343 Peachtree Road, N.E., Suite 510,
--------
Atlanta, Georgia 30326 and IKON OFFICE SOLUTIONS, INC., an Ohio corporation
("Tenant"), whose address is 70 Valley Stream Parkway, Malvern, PA 19355.
------
Subject to all of the terms, provisions, covenants and conditions of this Lease,
and in consideration of the mutual covenants, obligations and agreements
contained in this Lease, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:

ARTICLE I.

BASIC LEASE PROVISIONS
----------------------

Landlord, for and in consideration of the rents and all other charges and
payments hereunder and of the covenants, agreements, terms, provisions and
conditions to be kept and performed hereunder by Tenant, demises and leases to
Tenant, and Tenant hereby hires and takes from Landlord, the premises (defined
below), subject to all matters hereinafter set forth and upon and subject to the
covenants, agreements, terms, provisions and conditions of this Lease for the
term hereinafter stated.  For purposes of this Lease, the following terms shall
have the meanings ascribed to them below:

Building shall mean, collectively, the two (2) buildings consisting of
--------                                                              
approximately 78,895 square feet each, or 157,790 square feet total, situated
upon the Land (hereinafter defined) commonly known as The Reserve at Green's
Crossing located at 810 ("Building A") and 820 ("Building B") Gears Road,
Houston, County of Harris, State of Texas, respectively, as the same currently
exists or as it may from time to time hereafter be expanded or modified.  The
term "Buildings" shall mean Building A and Building B.

Commencement Date shall mean May 1, 2000.
-----------------                        

Land shall mean that certain tract of land situated in Harris County, Texas and
----                                                                           
more particularly described on Exhibit A attached hereto and hereby made a part
---------                                       
hereof.

Lease Year shall mean each consecutive twelve (12) month period during the Term
----------                                                                     
commencing with the Commencement Date.

Premises shall have the meaning set forth in Section 2.1 of this Lease.
--------                                                               

Prepaid Rent shall mean the amount of $66,567.66 for the first month of the
------------                                                               
Term.

Project shall mean the Building, together with the Land, the parking area
-------                                                                  
serving the Building, all other improvements situated on the Land or directly
benefiting the Building, and all additional facilities or improvements directly
benefiting the Building that may be constructed in subsequent years.

Term shall mean one hundred twenty (120) months commencing on May 1, 2000.
----                                                                      

ARTICLE II.

Section 2.1  Premises.  The Premises demised by this Lease consist of all
--------
of Building A consisting of 78,895 rentable square feet (the "Phase I Space")
(See Exhibit B), approximately 30,000 rentable square feet of space in Building
B (the "Phase II Space") (See Exhibit B) and approximately 32,000 additional
rentable square feet of space in Building B (the "Phase III Space") (See Exhibit
B) (collectively, the "Premises") for a total of 140,895 rentable square feet of
--------
area. The Premises are shown on the site plan attached as Exhibit B, and are
---------
hereby made a part hereof by this reference. All square footage utilized in this
Lease has been, or will be as to future space made, in accordance with "Standard
Method for Measuring Floor Area in Office Buildings", published by the
Secretariat, Buildings Owners and Managers Association International (ANSI/BOMA
Z65.1-1996), approved June 7, 1996. Unless otherwise specifically designated,
all references to square footage or square feet in this Lease are to rentable
square footage or square feet. It is understood between both parties that for
purposes of the Lease Agreement, there shall be no add on factor.
Notwithstanding the foregoing, Landlord and Tenant acknowledge and agree that
the portion of the Premises located in Building B includes an electrical room.
For purposes of determining the rentable area of the Premises, the Premises has
only been allocated a pro rata share of the square footage of the electrical
room based upon the rentable area of the balance of the Premises in Building B
as compared to the rentable area of Building B. Further, Tenant agrees that
although such electrical room is included within the Premises, such room shall
remain a common area of the Building and shall be under Landlord's sole control
and Landlord shall have access to and from such electrical room and shall have
the right to utilize parts of the Premises for Landlord's use of and access to
the electrical room. Within thirty (30) days after the Phase II Commencement
Date (as that term is hereinafter defined) and the Phase III Commencement Date
(as that term is hereinafter defined), Landlord shall have the right with
Gensler, Tenant's architect, to remeasure the Phase II Space and the Phase III
Space in accordance with the foregoing standard and if determined by Landlord to
be different than the rentable square footage of the Phase II Space and the
Phase III Space described above, then the rentable square footage of the
Premises and all payments of Base Rent, Additional Rent and other sums hereunder
shall be adjusted accordingly. Tenant shall have 

the right to decrease the rentable area of the Phase II Space and the Phase III
Space subject to the following terms and conditions:

(i)   Such right shall be exercised by Tenant, if at all, on or before
February 1, 2000 by written notice to Landlord;

(ii)  Landlord and Tenant must agree upon the demising lines for the Phase II
Space and the Phase III Space within ten (10) days after Tenant's election to
adjust;

(iii) Tenant shall have no right to decrease the total rentable area of the
Premises to less than 135,000; and

(iv)  The Phase II Space and the Phase III Space must be contiguous along the
entire common demising line.

In the event that either (i) Landlord elects to remeasure the Premises using
Tenant architect, Gensler, as provided hereinabove, or (ii) Tenant elects to
decrease the rentable area of the Premises, then the rentable area of the
Premises shall be automatically adjusted in this Lease for all purposes as well
as Base Rent, Tenant's Pro Rata Share, the Tenant Improvement Allowance and all
other amounts herein which vary with the rentable square feet of the Premises.

In the event that Tenant leases less than all of the Project, Landlord covenants
and agrees to lease the balance of the Project to other third party office
tenants whose uses are consistent with the use and operation of the Project and
other similarly situated office buildings in the vicinity.

Section 2.2  Term.  The Term of this Lease shall begin on the Commencement
----
Date and shall continue in full force and effect for the Term of this Lease
unless extended or sooner terminated in accordance with the provisions of this
Lease. Notwithstanding the foregoing, Rent due hereunder with respect to the
Phase II Space shall not begin until the earlier of (i) July 1, 2000 or (ii) the
date Tenant begins use and beneficial occupancy of the Phase II Space (the
"Phase II Commencement Date") and Rent due hereunder with respect to the Phase
III Space shall not begin until the earlier of (a) September 1, 2000 or (b) the
date Tenant begins use and beneficial occupancy of the Phase III Space (the
"Phase III Commencement Date"), subject, however, to the terms of Special
Stipulation No. 2 in Exhibit C of this Lease. After the occurrence of the Phase
---------
II Commencement Date, Tenant and Landlord shall execute a certificate in the
form attached hereto as Exhibit D stipulating and agreeing to the Phase II
---------
Commencement Date and after the occurrence of the Phase III Commencement Date,
Tenant and Landlord shall execute a certificate in the form attached hereto as
Exhibit D stipulating and agreeing to the Phase III Commencement Date. Landlord
---------
acknowledges and agrees that use and beneficial occupancy of the Premises shall
not include construction and construction related activities such as the storing
of construction materials.

Section 2.3  Use.  The Premises are to be used only for general office
---
purposes which shall include, but not be limited to, employee training, employee
lunch room and/or kitchen facilities (including vending machines for Tenant's
use only), printing facilities and incidental storage and warehouse facilities
relating thereto, meeting and conference rooms, operation of an employee
cafeteria, operation of an employee delicatessen (solely for the use of Tenant's
employees and guests), telecommunication facility, data processing and computer
facilities and equipment and for no other business or purpose without the prior
written consent of Landlord which consent shall not be unreasonable withheld,
delayed or conditioned, provided such use is consistent with the use of
similarly situated office buildings in the area. No act shall be done in or
about the Premises that is unlawful or that will increase the existing rate of
insurance on the Building. In the event of a breach of this covenant, Tenant
shall immediately cease the performance of such unlawful act or such act that is
increasing or has increased the existing rate of insurance and shall pay to
Landlord any and all increases in insurance premiums resulting from such breach.
Tenant shall not commit or allow to be committed any waste upon the Premises, or
any public or private nuisance or other act or thing which disturbs the quiet
enjoyment of any other tenant in the Building. If any of Tenant's office
machines or equipment unreasonably disturb any other tenant in the Building,
then Tenant shall provide adequate insulation, or take such other action as may
be necessary to eliminate the noise or disturbance at its sole cost and expense.
Tenant shall not, without Landlord's prior consent except as outlined and
specifically agreed to within this Lease, install any equipment, machine,
device, tank or vessel which is subject to any federal, state or local
permitting requirement. Tenant, at its expense, shall comply with all applicable
laws, statutes, ordinances and governmental rules, regulations or requirements
governing the installation, operation and removal of any such equipment,
machine, device, tank or vessel. Tenant, at its expense, shall comply with all
applicable laws, statutes, ordinances, governmental rules, regulations or
requirements, and the applicable provisions of any recorded documents now
existing or hereafter in effect relating to its use, operation or occupancy of
the Premises and shall observe such reasonable rules and regulations as may be
adopted and made available to Tenant by Landlord from time to time for the
safety, care and cleanliness of the Premises or the Building and for the
preservation of good order therein. The current rules and regulations for the
Building are attached hereto as Exhibit F. Without limiting the foregoing,
---------
Tenant agrees to be wholly responsible at Tenant's sole cost and expense for any
accommodations or alterations which need to be made to the interior of the
Premises to comply with the provisions of the Americans With Disabilities Act of
1990, as amended. Landlord shall be wholly responsible at Landlord's sole cost
and expense (subject to reimbursement pursuant to and in accordance with the
terms of Section 3.2 of this Lease, if applicable) for any accommodations or
alterations which need to be made to the exterior of the Premises and/or the
Project to comply with the provisions of the Americans with Disabilities Act of
1990, as amended, and the Texas Accessibility Standards, except for any
accommodations or alterations required by Tenant's Work (as that term is defined
in Exhibit E) or Tenant's particular use of the Premises. Notwithstanding the
---------
foregoing, Landlord shall be responsible, at its sole cost and expense (not
subject to any reimbursement hereunder), for the completion of the Building in
compliance with all applicable laws, ordinances, rules and regulations.

2

ARTICLE III.

Section 3.1  Rental Payments.
--------------- 

(a)  Base Rent.  Commencing on the Commencement Date and continuing
---------                                                     
thereafter throughout the Term, Tenant shall pay the Base Rent described in this
paragraph, which is due and payable each Lease Year during the Term hereof in
twelve (12) equal installments on the first (1st) day of each calendar month
during the Term, and Tenant shall make such installments to Landlord at
Landlord's address specified in this Lease (or such other address as may be
designated by Landlord from time to time) monthly in advance.  Base Rent during
the Term shall be as follows:

Months of           Base Rent Per         Base Rent    Base Rent 
Term           Rentable Square Foot     Annually      Monthly  
----           --------------------     --------      -------  

1 - 2                  $10.125         $  798,811.87  $ 66,567.66
3 - 4                  $10.125         $1,102,561.80  $ 91,880.15
5 - 9                  $10.125         $1,426,561.80  $118,880.15
10 - 60                $12.775         $1,799,993.60  $149,994.46
61 - 120               $14.125         $1,990,141.80  $165,845.15 

Base Rent is subject to adjustment as provided in Section 2.1 above.  So long as
Tenant is not then in default under this Lease, in the event Tenant has paid
Landlord any Prepaid Rent such Prepaid Rent shall be applied to the first (1st)
monthly installment of Base Rent due hereunder.

(b)  Partial Month.  If the Commencement Date is other than the first (1st)
-------------                                                         
day of a calendar month or if this Lease expires or terminates on a day other
than the last day of a calendar month, then the installments of Base Rent for
such month or months shall be prorated based upon multiplying the applicable
Base Rent by a fraction, the numerator of which shall be the number of days of
the Term occurring during said commencement or termination month, as the case
may be, and the denominator of which shall be the number of days in such month.

(c)  Payment; Late Charge; Past Due Rate.  The Base Rent, the Additional
-----------------------------------                                
Rent (hereinafter defined), any Prepaid Rent and any and all other payments,
which Tenant is obligated to make to Landlord under this Lease, shall constitute
and are sometimes hereinafter collectively referred to as "Rent".  Tenant shall
----                
pay all Rent and other sums of money as shall become due from and payable by
Tenant to Landlord or to such other person or persons as may be designated by
notice from Landlord to Tenant from time to time in lawful money of the United
States of America at the times and in the manner provided in this Lease, without
demand, deduction, abatement, setoff, counterclaim or prior notice.  Tenant
hereby acknowledges that late payment to Landlord of Rent or other sums due
hereunder will cause Landlord to incur costs not contemplated by this Lease, the
exact amount of which will be extremely difficult to ascertain.  If any Rent or
other sum due to Landlord from Tenant is not received on or before five (5) days
after its due date, then Tenant shall pay to Landlord immediately upon
Landlord's demand therefor a late charge in an amount equal to three percent
(3%) of such overdue amount, plus any reasonable attorneys' fees and costs
incurred by Landlord by reason of Tenant's failure to pay Rent and other charges
when due hereunder; provided, however, if Tenant fails to pay Base Rent
hereunder within such 5-day period more than twice in any Lease Year, then
thereafter such late charge shall be assessed immediately upon Tenant's failure
to pay on or before the due date for any such Base Rent.

Section 3.2  Additional Rent.
---------------

(a)  Definitions:
----------- 

(i)  "Operating Expenses" means all reasonable expenses, costs and
------------------                                          
disbursements of every kind and nature relating to or incurred or paid by or on
behalf of Landlord in connection with the ownership and operation of the
Project, (excluding all such expenses, costs and disbursements paid directly by
Tenant), computed on an accrual basis in accordance with generally accepted
accounting principles consistently applied, including but not limited to the
following:

(A) wages and salaries of all persons directly engaged in the
operation, maintenance, security, or access control of the Project, including
all taxes, insurance and benefits relating thereto (to the extent that persons
are engaged with respect to more than one building, wages and salaries relating
to such persons shall be equitably apportioned between all such buildings
including the Building, based upon the relative time spent on each building);

(B) the actual cost of all supplies, tools, equipment and
materials used in the operation and maintenance of the Project, including rental
fees for the same, if such items are not purchased and amortized pursuant to
this Section 3.2 below;
-----------

(C) the actual cost of all utilities for the Project, including
but not limited to the cost of water and power, heating, lighting, air
conditioning and ventilating (excluding those costs billed to specific tenants)
of the Building and Project;

3

(D) the actual cost of all maintenance and service agreements for
the Project which shall be competitively bid and the equipment therein,
including but not limited to alarm service, security service, access control,
landscaping, window cleaning, pest control, and exterior cleaning and sweeping
service;

(E) the actual cost of repairs and general maintenance, excluding
repairs and general maintenance paid by proceeds of insurance, by Tenant or by
other third parties, and alterations attributable solely to tenants of the
Building;

(F) amortization (together with reasonable financing charges) of
the cost of capital investment items which are installed after completion of
construction of the Premises for the purpose of reducing operating expenses,
promoting safety, complying with governmental requirements or maintaining the
quality of the Building;

(G) the cost of all insurance relating to the Project (Landlord
agreeing to carry insurance with such coverages and in such amounts as is
customarily carried by other owners of similarly situated office buildings) and
the cost of reasonable deductibles paid on claims made by Landlord;

(H) Landlord's and/or Landlord's managing agent's accounting
costs applicable to the Project;

(I) all reasonable property management fees directly applicable
to the Project; and

(J) All taxes, assessments and governmental charges, whether or
not directly paid by Landlord, whether federal, state, county or municipal and
whether they are imposed by taxing districts or authorities currently taxing the
Project or by others subsequently created or otherwise, and any other taxes and
assessments, assessed against or attributable to the Project or its operation,
excluding, however, federal and state taxes on income, death taxes, franchise
taxes and any taxes imposed or measured on or by the income of Landlord from the
operation of the Project together with the reasonable cost (including attorneys,
consultants and appraisers) of any negotiation, contest or appeal pursued by
Landlord in an effort to reduce any such tax, assessment or charge ("Real Estate
-----------
Taxes"); provided, however, that if at any time during the Term the present
-----    --------  -------
method of taxation or assessment shall be so changed that the whole or any part
of the taxes, assessments, levies, impositions or charges now levied, assessed
or imposed on real estate and the improvements thereof shall be changed and as a
substitute therefor, or in lieu of or in addition thereto, taxes, assessments,
levies, impositions or charges shall be levied, assessed or imposed wholly or
partially as a capital levy or otherwise on the rents received from the Project
or the rents reserved herein or any part thereof, then such substitute or
additional taxes, assessments, levies, impositions or charges, to the extent so
levied, assessed or imposed, shall be deemed to be included within the Real
Estate Taxes to the extent that such substitute or additional tax would be
payable if the Project were the only property of Landlord subject to such tax.

(ii) Operating Expense Exclusions.  Notwithstanding the foregoing,
-----------------------------                                
Operating Expenses shall not include the following:

a.   Cost of repairs or other work occasioned by fire, windstorm or
other casualty of an insurable nature or by the exercise of eminent
domain if and to the extent Landlord receives compensation.

b.   Leasing commissions, attorneys' fees, costs and disbursements and
other expenses incurred in connection with negotiations or disputes
with tenants, other occupants, or prospective tenants or occupants.

c.   Renovating or otherwise improving, or decorating or redecorating
space for tenants or other occupants of the Building.

d.   Landlord's costs of electricity and other services that are sold
or provided to tenants and for which Landlord is entitled to be
reimbursed by tenants as an additional charge or rental over and above
the Base Rent and Additional Rent payable under this Lease with such
tenant.

e.   Costs incurred by Landlord for alterations or improvements which
are considered capital improvements or replacements under generally
accepted accounting principles, except as expressly provided above in
Section 3.2(a)(i)(F).

f.   Depreciation and amortization, except as provided above in
Section 3.2(a)(i)(F).

g.   Expenses in connection with services or other benefits which are
not made available to Tenant but which are provided to other tenants
or occupants.

h.   Costs incurred due to violation by Landlord or any tenant of the
terms and conditions of any lease.

i.   Interest on debt or amortization payments on any mortgage or
mortgages, and rental under any ground leases.

4

j.     Any costs, fines or penalties incurred due to violations by
Landlord or any governmental rule or authority, except if and to the
extent such costs, fines or penalties are the subject of a good faith
appeal by Landlord.

k.     Compensation paid to officers and executives of Landlord (but
it is understood that the on-site building manager and other on-site
employees below the grade of building manager may carry a title such
as vice president and the salaries and related benefits of these
officer/employees of Landlord would be allowable Operating Expenses)
and any general corporate overhead of the Landlord.

l.     Cost incurred in the removal of asbestos or other substances
considered to be detrimental to the health or the environment of
occupants of the Building.

m.     Costs associated with bringing the Building in compliance of
general building codes, which codes were enacted prior to Tenant's
occupancy, whether such work is performed before or after the
Commencement Date of this Lease.

(iii)  Tenant's Right to Audit.  In the event that within ninety (90)
-----------------------                                       
days after Tenant's receipt of the Statement (as that term is hereinafter
defined) for the prior calendar year, Tenant reasonably believes that certain of
the Operating Expenses charged by Landlord include costs that are not properly
included within the term "Operating Expenses" or that Landlord has erred in
calculating same, Tenant shall have the right to audit Landlord's books and
records in accordance with this paragraph.  Tenant shall exercise such audit
right by providing Landlord with a written notice of Tenant's exercise of such
audit right within such 90-day period and a statement enumerating reasonably
detailed reasons for Tenant's objections to the Statement issued by Landlord
(the "Audit Notice").  Upon the receipt by Landlord of an Audit Notice, Landlord
shall instruct its property manager at the Building to meet with a designated
employee of Tenant (the "Tenant Representative") to discuss the objections set
forth in the Audit Notice.  Landlord shall provide the Tenant Representative
with reasonable access to Landlord's books and records at the Building relating
to Operating Expenses for the calendar year in question in order to attempt to
resolve the issues raised by Tenant in the Audit Notice.  If, within thirty (30)
days after Landlord's receipt of the Audit Notice, Landlord and Tenant are
unable to resolve Tenant's objections, then not later than ten (10) days after
the expiration of such 30-day period, Tenant shall notify Landlord if Tenant
wishes to employ an independent, reputable certified public accounting firm
charging for its services on an hourly rate or fixed fee (and not a contingent
fee) basis ("Acceptable Accountants") to inspect and audit Landlord's books and
records for the Building relating to the objections raised in Tenant's
statement.  Such audit shall be limited to a determination of whether or not
Landlord calculated the Operating Expenses in accordance with the terms and
conditions of this Lease and normal and customary accounting methods used by
owners of similar buildings in the area for calculating Tenant's Expense
Increase.  All costs and expenses of any such audit shall be paid by Tenant.
Any audit performed pursuant to the terms of this section shall be conducted
only by the Acceptable Accountants at the offices of Landlord's property manager
at the Building.  Notwithstanding anything contained herein to the contrary,
Tenant shall be entitled to exercise its audit right pursuant to this section
only in strict accordance with the foregoing procedures no more often than once
per calendar year and each such audit shall relate only to the calendar year
most recently ended.  In the event that Tenant fails to notify Landlord within
the foregoing 90-day period that Tenant objects to the Statement, then Tenant's
right to audit such year's Statement shall be null and void.  In the event such
inspection or audit by Tenant shall show that the Operating Expenses for any
Lease Year shall have been overstated by five percent (5%) or more, Landlord
agrees to pay the reasonable out-of-pocket costs of any audit conducted by
Tenant's independent certified public accountant (not to exceed, in any event,
the lesser of (i) Five Thousand Dollars ($5,000.00) or (ii) the total amount of
the overstatement) and to refund to Tenant, within thirty (30) days of the date
of receipt by Landlord of a copy of Tenant's audit, all or any portion of the
overpayment paid by Tenant as Additional Rent for the Lease Year in question.
In the event such inspection or audit by Tenant shall show that the Operating
Expenses for any Lease Year have been understated, then Tenant shall pay to
Landlord, within thirty (30) days of receipt by Tenant of the audit results,
such underpayment of Additional Rent.  In the event that Landlord disputes that
the results of Tenant's audit or inspection accurately reflects the terms and
conditions of this Lease and the application of such terms and conditions to the
Operating Expenses for such Lease Year, Landlord shall have the right to submit
such dispute to the American Arbitration Association for binding arbitration on
an expedited basis.  Landlord and Tenant agree to comply with the foregoing
provisions regarding refund/payment of the sums due after the arbitration
decision is rendered.

(iv)   "Adjustment Period" means each calendar year occurring during 
-----------------                                            
the Term beginning with calendar year 2000, which shall be the first Adjustment
Period.

(v)    "Tenant's Pro Rata Share" means the percentage calculated by
-----------------------                                    
dividing the rentable area of the Premises (numerator) by the rentable area of
the Building (denominator), and expressing the fraction as a percentage.

(b)  Gross-Up Adjustment.  If the Building is less than fully occupied or 
-------------------                                                  
if standard Landlord services are not provided to the entire Building during any
Adjustment Period, then Operating Expenses for such Adjustment Period shall be
"grossed up" by Landlord to that amount of Operating Expenses that, using
reasonable projections, would normally be expected to be incurred during the
Adjustment Period if the Building was ninety-five percent (95%) occupied and
receiving building standard Landlord services during the Adjustment Period, as
determined under generally accepted accounting principles consistently applied.

5

(c)  Payment by Tenant.  Tenant hereby agrees to pay Landlord as additional
-----------------                                                     
rent (the "Additional Rent") Tenant's Pro Rata Share of Operating Expenses for
---------------                                                    
any Adjustment Period.

(d)  Manner of Payment.
----------------- 

(i)    Landlord may give Tenant notice of Landlord's estimate of
amounts payable under this Section 3.2 for each Adjustment Period based upon
-----------
generally accepted accounting principles consistently applied. By the first day
of each month during the Adjustment Period, Tenant shall pay Landlord one-
twelfth (1/12th) of the estimated amount. If for any reason the estimate is not
given before the Adjustment Period begins, Tenant shall continue to pay on the
basis of the previous year's estimate, if any, until the month after the new
estimate is delivered to Tenant in writing.

(ii)   Within one hundred twenty (120) days after each Adjustment
Period ends, or as soon thereafter as reasonably practical, Landlord shall give
Tenant a statement (the "Statement") showing the: (A) actual Operating Expenses
---------
for the Adjustment Period; (B) the amount of Tenant's Pro Rata Share of such
Operating Expenses; (C) the amount, if any, paid by Tenant during the Adjustment
Period towards Tenant's Pro Rata Share of Operating Expenses; and (D) the amount
Tenant owes towards Tenant's Pro Rata Share of Operating Expenses or the amount
Landlord owes as a refund. Delay by Landlord in providing to Tenant any
Statement shall not relieve Tenant from the obligation to pay any Additional
Rent upon the rendering of such Statements.

(iii)  If the Statement shows that the actual amount Tenant owes for
the Adjustment Period is less than the estimate of Tenant's Pro Rata Share of
Operating Expenses paid by Tenant during the Adjustment Period, Landlord shall
return the difference (the "Overpayment").  If the Statement shows that the
-----------                                    
actual amount Tenant owes is more than any estimate of Tenant's Pro Rata Share
of Operating Expenses paid by Tenant during the Adjustment Period, Tenant shall
pay the difference (the "Underpayment").  The Overpayment or Underpayment shall
------------                                          
be paid within thirty (30) days after the Statement is delivered to Tenant.

(iv)   During any Adjustment Period in which this Lease is not in
effect for a complete calendar year, unless it was ended due to Tenant's
default, Tenant's obligation for Additional Rent for those Adjustment Periods
shall be prorated by multiplying the Additional Rent for the Adjustment Period
by a fraction expressed as a percentage, the numerator of which is the number of
days of the Adjustment Period included in the Term and the denominator of which
is 365.

(e)  Prepaid Rent.  Upon execution of this Lease, tenant shall pay to
------------                                                    
Landlord the Prepaid Rent.

ARTICLE IV.

Section 4.1  Services.
-------- 

(a)  Services Provided.  Landlord shall furnish to Tenant while Tenant is
-----------------                                                   
occupying the Premises:

(i)    Cold domestic water for Tenant's restrooms and toilets in
locations as shown on the Building Plans which at a minimum shall provide
adequate water service for two (2) sets of restrooms for each of the Buildings
along with necessary water/sewer service for standard office water or as
required by applicable law or code.

(ii)   Locks on the exterior entry doors; provided, however, Landlord
shall have no responsibility to prevent, and shall not be liable to Tenant for,
any liability or loss to Tenant, its agents, employees and visitors arising out
of losses due to theft, burglary, or damage or injury to persons or property
caused by persons gaining access to the Premises, and Tenant hereby releases
Landlord from all liability for such losses, damages or injury.  Landlord
acknowledges that Tenant plans to install a separate access control system
and/or expand the provided system, subject to Landlord's approval as to the
plans and specifications which approval shall not be unreasonably withheld,
conditioned or delayed.  Tenant shall have the right to remove any security
equipment that Tenant has installed in the Premises either during, or after, the
Term and any renewals thereof.  Tenant acknowledges that pursuant to the terms
of Section 5.1(c) of this Lease, Landlord may require Tenant to remove such
access control system upon the expiration or earlier termination of this Lease.
Further, in the event that Tenant installs such system, then Tenant shall
provide to Landlord a master key or access card to allow Landlord access to the
Premises as prescribed elsewhere in this Lease.

(iii)  Electrical capacity to the Premises in the amount of eleven
(11.00) watts per square foot of rentable area (the "Building standard rated
electrical design load").  The Building Standard rated electrical design load
shall be the total watts per rentable square foot available to the Premises for
all purposes including, without limitation, operation of the HVAC system.

Should Tenant desire electrical capacity in excess of the
Building standard rated electrical design load, any additional equipment,
including, without limitation, high voltage panels shall be installed by
Landlord at Tenant's sole cost and expense, subject to Tenant's price approval
of the costs and expenses of such additional equipment.

6

Except as expressly provided above, Tenant shall be responsible, at
its sole cost and expense, for all services and utilities to the Premises,
excluding those outlined in the Operating Expenses including, without
limitation, heating, ventilation and air conditioning.  Landlord and Tenant
acknowledge and agree that electricity serving the Premises shall (and other
utilities may) be separately metered or submetered at Tenant's sole cost and
expense and Tenant shall be solely responsible for paying all such costs
directly to the utility provider.  Further, Landlord shall not be obligated to
furnish any janitorial services to the Premises.  Tenant shall at its expense
throughout the Term cause janitorial services to be provided to the Premises by
contracting directly with a janitorial service company approved by Landlord
which approval shall not be unreasonably withheld, delayed or conditioned.
Tenant shall not be obligated to pay Landlord any pro-rata share of janitorial
services, and or any other Operating Expenses for which Tenant pays separately
from Operating Expenses, which Landlord provides exclusively to any portion of
the Buildings occupied by third parties.

(b)  Cessation of Services. To the extent the services described in Section
---------------------                                          -------
4.1(a) of this Lease require electricity, gas and water supplied by public
------                                                                    
utilities , Landlord's covenants thereunder shall only impose on Landlord the
obligation to use its best efforts to cause the applicable public utilities to
furnish the same.  Failure by Landlord to furnish the services described in this
Section 4.1 to any extent, or any cessation thereof, shall not render Landlord
-----------                                                                   
in default hereunder or liable in any respect for damages to either person or
property, or be construed as an eviction of Tenant, or work an abatement of
Rent, or relieve Tenant from fulfillment of any covenant or agreement hereof,
except as provided herein below.  In addition to the foregoing, should any of
the equipment or machinery break down, cease to function properly for any cause,
or be intentionally turned off for testing or maintenance purposes, Tenant shall
have no claim for abatement or reduction of Rent or damages on account of an
interruption in service occasioned thereby or resulting therefrom; provided,
-------- 
however, Landlord agrees to use diligent efforts to repair said equipment or
-------                                                                     
machinery and to restore said services.

(c)  Interruption of Service.  Notwithstanding anything to the contrary
-----------------------
contained in this Lease, if Tenant cannot reasonably use the Premises for
Tenant's intended business operations by reason of any interruption in services
to be provided by Landlord (and Tenant does not in fact use the Premises) and
such condition exists for three (3) consecutive business days, then Tenant's
Base Rent shall be equitably abated for that portion of the Premises that Tenant
is unable to use for Tenant's intended business operations until such service is
restored to the Premises. Tenant shall not, however, be entitled to any
abatement of Base Rent if the interruption or abatement in service or the
failure by Landlord to furnish such service is the result of force majeure or is
the result of an interruption or abatement in service of a public utility
(collectively, an "Unavoidable Interruption"). By way of example only, there
shall be no abatement of Base Rent if Landlord is unable to furnish water or
electricity to the Premises if no water or electricity is then being made
available to the Building by the supplying utility company or municipality. At
the time of the loss of service, Tenant must give written notice promptly to
Landlord of the loss of service and its claim for abatement and Tenant only
shall be entitled to abatement of Base Rent in proportion to the area rendered
unusable. Landlord may prevent or stop abatement by providing substantially the
same service in similar quality and quantity by temporary or alternative means
until the cause of the loss of service can be corrected. Such abatement shall be
Tenant's sole remedy for loss of service and Tenant shall have no right to
terminate this Lease, unless such interruption of service continues for sixty
(60) consecutive days, and is not an Unavoidable Interruption, in which case
Tenant shall have such rights and remedies available to Tenant at law or in
equity.

Section 4.2  Occupancy of Premises.  Tenant shall, throughout the Term of
---------------------
this Lease, at its own expense, maintain all improvements on the Premises in the
manner set forth in Section 5.1 of this Lease, and shall keep the Premises free
from waste, damage or nuisance, and shall deliver up the Premises in a clean and
sanitary condition at the expiration or termination of this Lease or the
termination of Tenant's right to occupy the Premises by Tenant, in good repair
and condition, reasonable wear and tear and damage by casualty, as set forth in
Section 6.3 of this Lease excepted. In the event Tenant should neglect to
maintain and/or return the Premises in such manner, Landlord shall have the
right, but not the obligation after providing Tenant with thirty (30) days
written notice specifying the particulars of such correction to be made,
together with a reasonable time thereafter to correct the same, to cause repairs
or corrections to be made, and any reasonable costs therefor shall be payable by
Tenant to Landlord within ten (10) days of demand therefor by Landlord. Upon the
expiration or termination of this Lease or the termination of Tenant's right to
occupy the Premises by Tenant, Landlord shall have the right to reenter and
resume possession of the Premises. No act or thing done by Landlord or any of
Landlord's agents (hereinafter defined) during the Term of the Lease shall be
deemed an acceptance of a surrender of the Premises, and no agreement to accept
a surrender of the Premises shall be valid unless the same be made in writing
and executed by Landlord.

Section 4.3  Landlord's Entry.  Tenant shall permit Landlord and its agents
----------------
to enter the Premises at all reasonable times to inspect the same; to show the
Premises to prospective tenants (only within twelve (12) months of the
expiration of the term of this Lease and with notice to Tenant), or interested
parties such as prospective lenders and purchasers; to exercise its rights under
this Lease; to discharge Tenant's obligations when Tenant has failed to do so
within the time required under this Lease or within a reasonable time after
written notice from Landlord, whichever is earlier, though Landlord shall in no
event be obligated to do so; to post notices of nonresponsibility and similar
notices and "For Sale" signs at any time and to place "For Lease" signs upon or
adjacent to the Building or the Premises at any time within twelve (12) months
of the expiration of the term of this Lease. Tenant shall permit Landlord and
its agents to enter the Premises at any time in the event of an emergency. When
reasonably necessary during such as emergency, Landlord may temporarily close
entrances, doors, or other facilities without liability to Tenant by reason of
such closure.

7

Section 4.4  Hazardous Materials.
------------------- 

(a)  As used in this Lease, the term "Hazardous Materials" shall mean and
include any substance that is or contains petroleum, asbestos, polychlorinated
biphenyls, lead, or any other substance, material or waste which is now or is
hereafter classified or considered to be hazardous or toxic under any federal,
state or local law, rule, regulation or ordinance relating to pollution or the
protection or regulation of human health, natural resources or the environment
(collectively "Environmental Laws") or poses or threatens to pose a hazard to
------------------                                            
the health or safety of persons on the Premises or any adjacent property.

(b)  Tenant agrees that during its use and occupancy of the Premises it
will not permit Hazardous Materials to be present on or about the Premises
except in a manner and quantity necessary for the ordinary performance of
Tenant's business and that it will strictly comply with all Environmental Laws
relating to the use, storage or disposal of any such Hazardous Materials. In
connection therewith, Landlord acknowledges that Tenant may install and utilize
printing facilities in the Premises so long as such facilities do not occupy
more than 20,000 rentable square feet of area.

(c)  Tenant shall give prompt written notice to Landlord of:  (A) becoming
aware of any use, generation, manufacture, production, storage, release,
discharge or disposal of any Hazardous Materials on, under, from or about the
Premises or the migration thereof to or from other property; (B) the
commencement, institution or threat of any proceeding, inquiry or action by or
notice from any local, state or federal governmental authority with respect to
the use or presence of any Hazardous Materials on the Premises or the migration
thereof from or to other property; (C) all claims made or threatened by any
third party against Tenant or the Premises relating to any damage, contribution,
cost recovery, compensation, loss or injury resulting from any Hazardous
Materials; (D) Tenant's discovery of any occurrence or condition on any real
property adjoining or in the vicinity of the Premises that could cause the
Premises or any part thereof to be subject to any restrictions on the ownership,
occupancy, transferability or use of the Premises under any Environmental Law,
or any regulation adopted in accordance therewith, or to be otherwise subject to
any restrictions on the ownership, occupancy, transferability or use of the
Premises under any Environmental Law; and (E) obtaining knowledge of any
occurrence of expense by any governmental authority or others in connection with
the assessment, containment or removal of any Hazardous Materials located on,
under, from or about the Premises or any property adjoining or in the vicinity
of the Premises.

(d)  If Tenant's use of Hazardous Materials on or about the Premises
results in a release, discharge or disposal of Hazardous Materials on, in, at,
under, or emanating from, the Premises or the Land, Tenant shall provide
immediate notice of the same to Landlord and agrees to investigate, clean up,
remove or remediate such Hazardous Materials in full compliance with (i) the
requirements of (A) all Environmental Laws and (B) any governmental agency or
authority responsible for the enforcement of any Environmental Laws; and (ii)
any additional requirements of Landlord that are reasonably necessary to protect
the value of the Premises or the Land. Provided, however, Tenant shall not take
any action under this Section 4.4(d) without first obtaining Landlord's consent
--------------
thereto. Landlord shall also have the right, but not the obligation, to take
whatever action with respect to any such Hazardous Materials that it deems
reasonably necessary to protect the value of the Premises or the Land. All costs
and expenses paid or incurred by Landlord in the exercise of such right shall be
payable by Tenant upon demand.

(e)  Upon reasonable notice to Tenant, Landlord may inspect the Premises
for the purpose of determining whether there exists on the Premises any
Hazardous Materials or other condition or activity that is in violation of the
requirements of this Lease or of any Environmental Laws. The right granted to
Landlord herein to perform inspections shall not create a duty on Landlord's
part to inspect the Premises, or liability on the part of Landlord for Tenant's
use, storage or disposal of Hazardous Materials, it being understood that Tenant
shall be solely responsible for all liability in connection therewith.

(f)  Landlord shall have the right, no more than once per year, to engage
or cause Tenant to engage, each at Landlord's sole cost and expense, an
environmental consultant acceptable to both Landlord and Tenant, to review
compliance by Tenant with all applicable laws and standards existing at such
time with respect to the practice relating to contamination or hazardous waste
compliance methods, conditions and procedures and Tenant's development of a plan
to identify, contain and remediate problems caused by such Hazardous Materials.
The foregoing sentence shall not be deemed to require an environmental
compliance audit, unless otherwise reasonably recommended pursuant to such
review. In the event that Landlord reasonably believes that there may be a
violation or threatened violation by Tenant of any Environmental Law or a
violation or threatened violation by Tenant of any covenant under this Article
IV, Landlord is authorized, but not obligated, by itself, is agents, employees
or workmen to enter at any reasonable time, so long as Landlord uses its
reasonable best efforts to not unduly interfere with Tenant's normal conduct of
business, upon any part of the Premises for the purposes of inspecting the same
for Hazardous Materials and Tenant's compliance with this Article IV, and such
inspections may include, without limitation, soil borings. Tenant agrees to pay
to Landlord, upon Landlord's demand, all actual and customary expenses, costs or
other amounts incurred by Landlord in performing any inspection for the purposes
set forth in this Section 4.4 only if it is found that Tenant has violated any
provision of this Section 4.4.

(g)  Tenant shall surrender the Premises to Landlord upon the expiration or
earlier termination of this Lease free of debris, waste or Hazardous Materials
placed on or about the Premises by Tenant or its agents, employees, contractors
or invitees, and in a condition which complies with all Environmental Laws.

(h)  Tenant agrees to indemnify and hold harmless Landlord and Landlord's
Related Parties (as defined in Section 5.3 of the Lease) from and against any
-----------                                   
and all claims, losses (including, without limitation, loss 

8

in value of the Premises or the Land), judgments, demands, causes of action,
liabilities and expenses (including reasonable attorney's fees and costs arising
from the same) sustained by Landlord attributable to (i) any Hazardous Materials
placed on or about the Premises by Tenant or its agents, employees, contractors
or invitees or (ii) Tenant's breach of any provision of this Section. Landlord
agrees to indemnify and hold harmless Tenant from and against any and all
claims, losses, judgements, demands, causes of actions, liabilities and expenses
(including reasonable attorneys' fees and costs arising from the same) sustained
by Tenant attributable to any Hazardous Materials placed on or about the
Premises by Landlord or its agents, employees, contractors and invitees.

(i)  The provisions of this Section shall survive the expiration or earlier
termination of this Lease.

(j)  Landlord represents and warrants that to the best of its knowledge, as
of the Commencement Date, the Project and Premises are free of any
Hazardous Materials.

ARTICLE V.

Section 5.1  Leasehold Improvements.
---------------------- 

(a)  Acceptance of Premises.  Tenant has made a complete inspection of the
----------------------                                               
Premises including the  physical condition of the Building and any improvements,
expenses, operation and maintenance, zoning, status of title and use that may be
made of the Premises and every other matter or thing affecting the Premises, and
shall accept the Premises in their "AS IS," "WHERE IS," and "WITH ALL FAULTS"
condition on the Commencement Date without recourse to Landlord, subject to the
terms of Exhibit E attached hereto and hereby made a part hereof.  Landlord has
---------                                                             
not made and does not make any representations and warranties whatsoever with
respect to the Premises or otherwise with respect to this Lease, except as
otherwise provided herein and may be set forth on Exhibit E hereto.  Landlord
---------                  
shall have no obligation to furnish, equip or improve the Premises except for
the satisfactory completion of all work to be performed by Landlord as otherwise
provided for herein.

(b)  Improvements and Alterations.  Tenant shall not make or allow to be
----------------------------                                       
made (except as otherwise provided in this Lease) any improvements, alterations
or physical additions (including fixtures) in or to the Premises or the Project
in excess of $50,000 for any one alteration, addition or improvement or which
affect any structural or building system components of the Premises or Project
(mechanical, electrical or plumbing) or which under applicable laws require a
building, electrical, plumbing or other permit, without first obtaining the
written consent of Landlord, including Landlord's written approval of Tenant's
contractor(s) and of the plans, working drawings and specifications relating
thereto except as set forth in Exhibit E.  Approval by Landlord of any of
Tenant's drawings and plans and specifications prepared in connection with any
alterations, improvements, modifications or additions to the Premises or the
Project shall not constitute a representation or warranty of Landlord as to the
adequacy or sufficiency of such drawings, plans and specifications, or
alterations, improvements, modifications or additions to which they relate, for
any use, purpose or conditions, but such approval shall merely be the consent of
Landlord as required hereunder.  Except as otherwise expressly provided in
Exhibit E attached hereto, any and all furnishing, equipping and improving of or
---------                                                                       
other alteration and addition to the Premises shall be: (i) made at Tenant's
sole cost, risk and expense, and in the case of alterations, improvements or
additions requiring a permit by Tenant and if it is necessary for Landlord to
employ a third party consultant to review Tenant's plans and specifications,
then Tenant shall reimburse Landlord for Landlord's actual reasonable costs
incurred in connection with such consultant; (ii) performed in a prompt, good
and workmanlike manner with labor and materials of such quality as the initial
tenant improvements; (iii) constructed in accordance with all plans and
specifications approved in writing by Landlord, which approval shall not be
unreasonably withheld, delayed, or conditioned prior to the commencement of any
such work only if such work is in excess of $50,000 (as described hereinabove);
(iv) prosecuted diligently and continuously to completion so as to minimize
interference with the normal business operations of other tenants in the
Building; and (v) performed by contractors approved in writing by Landlord which
approval shall not be unreasonable withheld, delayed or conditioned.  Landlord
and Tenant will mutually agree to a list of contractors or subcontractors who
may be employed by Tenant for any such work at the time the proposed work is to
be completed.  Tenant shall have no (and hereby waives all) rights to payment or
compensation for any such item.  Tenant shall notify Landlord upon completion of
such alterations, improvements, modifications or additions and Landlord shall
inspect same for workmanship and compliance with the approved plans and
specifications.  Tenant and its contractors shall comply with all reasonable
requirements Landlord may impose on Tenant or its contractors with respect to
such work (including but not limited to, insurance, indemnity and bonding
requirements) only if modification is in excess of $50,000, and shall deliver to
Landlord a complete copy of the "as-built" or final plans and specifications for
all alterations or physical additions so made in or to the Premises within
thirty (30) days of completing the work.  Tenant shall not place safes, vaults,
filing cabinets or systems, libraries or other heavy furniture or equipment
within the Premises after the initial occupancy of the Premises without
Landlord's prior written consent which consent shall not be unreasonably
withheld, delayed or conditioned.

(c)  Title to Alterations.  All Alterations, physical additions,
--------------------                                       
modifications or improvements in or to the Premises (including fixtures) shall,
when made, become the property of Landlord except as provided for in the Lease
(security system, generator, UPS, etc.) and shall be surrendered to Landlord
upon termination or expiration of this Lease or termination of Tenant's right to
occupy the Premises, whether by lapse of time or otherwise, without any payment,
reimbursement or compensation therefor; provided, however, that Tenant shall
--------  -------                   
retain title to and shall remove from the Premises movable equipment or
furniture owned by Tenant, repair any damage caused thereby, and return the
Premises to their preexisting condition.  Notwithstanding any of the foregoing
to the contrary, Landlord may require Tenant to remove all alterations,
additions or improvements to the Premises including, without limitation, any
computer, satellite or telecommunications equipment or hardware, whether or not
such 

9

alterations, additions, or improvements are located in the Premises upon the
expiration or earlier termination of this Lease or the termination of Tenant's
right to possession of the Premises and restore the same to Building standard
condition, reasonable wear and tear excepted, provided that Landlord advises
Tenant in writing that such must be removed when Landlord grants its consent for
any such alterations. The rights conferred to Landlord under this Section 5.1(c)
shall be in addition to (and not in conflict with) any other rights conferred on
Landlord by this Lease, in equity or at law.

(d)  Personal Property Taxes; Sales, Use and Excise Taxes.  Tenant shall be
----------------------------------------------------                  
responsible for and shall pay ad valorem taxes and other taxes, assessments or
charges levied upon or applicable to Tenant's personal property, the value of
Tenant's leasehold improvements in the Premises in excess of Building standard
(and if the taxing authorities do not separately assess Tenant's leasehold
improvements, Landlord may make a reasonable allocation of the taxes assessed on
the Project to give effect to this Section 5.1(d)) and all license fees and
--------------                          
other fees or charges imposed on the business conducted by Tenant on the
Premises before such taxes, assessments, charges or fees become delinquent.
Tenant shall also pay to Landlord with all Rent due and owing under this Lease
an amount equal to any sales, rental, excise and use taxes levied, imposed or
assessed by the State or any political subdivision thereof or other taxing
authority upon any amounts classified as rent.

(e)  Repairs, Maintenance and Property Management.  Tenant shall, at its
--------------------------------------------                       
sole cost and expense, repair and maintain the Premises during the Term of this
Lease including, without limitation, all components thereof such as the HVAC
systems, plumbing and electrical and all other installations reflected on the
Final Plans including, if necessary, the replacement of such components.  All
repairs, alterations or additions that affect the Project's structural
components or base building mechanical, electrical or plumbing systems shall be
made by Landlord or its contractors only at Landlord's sole cost and expenses
(subject, however, to reimbursement pursuant to and in accordance with the terms
of Section 3.2 of this Lease, if applicable).  Landlord shall repair and
maintain the Landlord's Work as defined in Exhibit E, unless such repairs or
---------                        
maintenance is due to Tenant's negligence or willful misconduct.  Landlord's
repairs and maintenance costs may be included in Operating Expenses if otherwise
permitted pursuant to the terms of this Lease.  Unless otherwise provided
herein, Landlord shall not be required to make any improvements to or repairs of
any kind or character to the leasehold improvements located in the Premises
during the Term.

Tenant's obligation to maintain the Premises shall include the obligation to
repair, maintain and replace (if necessary,) the HVAC system and Tenant hereby
agrees to enter into a preventative maintenance/service contract with a
maintenance contractor approved by Landlord (which approval shall not be
unreasonably withheld, delayed or conditioned) for servicing all air
conditioning, heating, ventilating and other such equipment within or servicing
the Premises.

Section 5.2  Liens.  Tenant shall keep the Premises and the Building free 
-----
from any liens, including but not limited to liens filed against the Premises by
any governmental agency, authority or organization, arising out of any work
performed, materials ordered or obligations incurred by or on behalf of Tenant,
and Tenant hereby agrees to indemnify and hold Landlord, its agents, employees,
independent contractors, officers, directors, partners, and shareholders
harmless from any liability, cost or expense for such liens. Tenant shall cause
any such lien imposed to be released of record by payment or posting of the
proper bond acceptable to Landlord within ten (10) business days after the
earlier of imposition of the lien or written request by Landlord. If Tenant
fails to remove any lien within the prescribed ten (10) business day period,
then Landlord may do so at Tenant's expense and Tenant's reimbursement to
Landlord for such amount, including attorneys' fees and costs, shall be deemed
Additional Rent. Tenant shall have no power to do any act or make any contract
which may create or be the foundation for any lien, mortgage or other
encumbrance upon the reversion or other estate of Landlord, or of any interest
of Landlord in the Premises.

Section 5.3  Indemnification.  Tenant shall defend, indemnify and hold
---------------
harmless Landlord, its agents, employees, officers, directors, partners and
shareholders ("Landlord's Related Parties") from and against any and all
--------------------------
liabilities, judgments, demands, causes of action, claims, losses, damages,
costs and expenses, including reasonable attorneys' fees and costs, arising out
of the use, occupancy, conduct, operation, or management of the Premises by, or
the willful misconduct or negligence of, Tenant, its officers, contractors,
licensees, agents, servants, employees, guests, invitees, or visitors in or
about the Building or Premises or arising from any breach or default under this
Lease by Tenant, or arising from any accident, injury, or damage, howsoever and
by whomsoever caused, to any person or property, occurring in or about the
Building or Premises. This indemnification shall survive termination or
expiration of this Lease. This provision shall not be construed to make Tenant
responsible for loss, damage, liability or expense resulting from injuries to
third parties caused by the negligence or willful misconduct of Landlord, or its
officers, contractors, licensees, agents, employees, or invitees or arising from
any breach or default under this Lease by Landlord.

Landlord shall defend, indemnify and hold harmless Tenant, its agents,
employees, officers, directors, partners and shareholders from and against any
and all liabilities, judgments, demands, causes of action, claims, losses,
damages, costs and expenses, including reasonable attorneys' fees and costs,
arising out of the willful misconduct or negligence of Landlord, its officers,
contractors, licensees, agents, servants and  employees, or arising from any
breach or default under this Lease by Landlord. This indemnification shall
survive termination or expiration of this Lease. This provision shall not be
construed to make Landlord responsible for loss, damage, liability or expense
resulting from injuries to third parties caused by the negligence or willful
misconduct of Tenant, or its officers, contractors, licensees, agents,
employees, or invitees or arising from any breach or default under this Lease by
Tenant.

10

ARTICLE VI.

Section 6.1    Condemnation.
------------ 

(a)     Total Taking. In the event of a taking or damage related to the
------------                                                   
exercise of the power of eminent domain, by any agency, authority, public
utility, person, corporation or entity empowered to condemn property (including
without limitation a voluntary conveyance by Landlord in lieu of such taking or
condemnation) (individually, a "Taking") of (i) the entire Premises, (ii) so
------                                      
much of the Premises as to prevent or substantially impair its use by Tenant
during the Term of this Lease or (iii) portions of the Building or Project
required for reasonable access to, or reasonable use of, the Premises
(individually, a "Total Taking"), the rights of Tenant under this Lease and the
------------                                                 
leasehold estate of Tenant in and to the Premises shall cease and terminate as
of the date upon which title to the property taken passes to and vests in the
condemnor or the effective date of any order for possession if issued prior to
the date title vests in the condemnor ("Date of Taking").
--------------   

(b)     Partial Taking. In the event of a Taking of only a part of the
--------------                                                
Premises or of a part of the Project which does not constitute a Total Taking
during the Term of this Lease (individually, a "Partial Taking"), the rights of
--------------                 
Tenant under this Lease and the leasehold estate of Tenant in and to the portion
of the property taken shall cease and terminate as of the Date of Taking, and an
adjustment to the Rent shall be made based upon the reduced area of the
Premises.

(c)     Termination by Landlord or Tenant. In the event of a Taking of the
---------------------------------                                  
Building (other than the Premises) such that, in Landlord's or Tenant's
reasonable opinion, the Building cannot be restored in a manner that makes its
continued operation practically or economically feasible, or if a portion of the
Premises or the Project is taken which renders the Premises (or the remaining
balance thereof) unusable for Tenant's intended business purposes, at Tenant's
sole but reasonable discretion,  Landlord or Tenant may terminate this Lease by
giving notice to the other party within thirty (30) days after the date notice
of such Taking is received by Landlord and Landlord provides Tenant a copy of
such notice.

(d)     Rent Adjustment. If this Lease is terminated pursuant to this
---------------
Section 6.1, Landlord shall refund to Tenant any prepaid unaccrued Rent and any
-----------
other sums due and owing to Tenant (less any sums then due and owing Landlord
by Tenant), and Tenant shall pay to Landlord any remaining sums due and owing
Landlord under this Lease, each prorated as of the Date of Taking where
applicable.

(e)     Repair. If this Lease is not terminated as provided for in this
------
Section 6.1, then Landlord at its expense shall promptly repair and restore the
-----------                                                                    
Building, Project and/or the Premises to approximately the same condition that
existed at the time Tenant entered into possession of the Premises, wear and
tear excepted (and Landlord shall have no obligation to repair or restore
Tenant's improvements to the Premises or Tenant's Property), except for the part
taken, so as to render the Building or Project as complete an architectural unit
as practical, but only to the extent of the condemnation award received by
Landlord for the damage.

(f)     Awards and Damages. Landlord reserves all rights to damages and
------------------
awards paid because of any Partial or Total Taking of the Premises or the
Project. Further, Tenant shall not make claims against Landlord or the
condemning authority for damages including, without limitation, any damages
based upon the value of Tenant's leasehold estate; provided, however, Tenant may
claim and recover from the condemning authority a separate award for Tenant's
moving expenses, business dislocation damages, Tenant's Property and any other
award that would not reduce the award payable to Landlord.

Section 6.2    Force Majeure.  Neither Landlord nor Tenant shall be
-------------
required to perform any term, provision, agreement, condition or covenant in
this Lease (other than the obligations of Tenant to pay Rent as provided herein)
so long as such performance is delayed or prevented by "Force Majeure", which
-------------
shall mean acts of God, strikes, injunctions, lockouts, material or labor
restrictions by any governmental authority, civil riots, floods, fire, theft,
public enemy, insurrection, war, court order, requisition or order of
governmental body or authority, and any other cause not reasonably within the
control of Landlord or Tenant and which by the exercise of due diligence
Landlord or Tenant is unable, wholly or in part, to prevent or overcome. Neither
Landlord nor any mortgagee shall be liable or responsible to Tenant for any loss
or damage to any property or person occasioned by any Force Majeure, or for any
damage or inconvenience which may arise through repair or alteration of any part
of the Project as a result of any Force Majeure.

Section 6.3    Fire or Other Casualty.
---------------------- 

(a)     Damage. If any portion of the Premises shall be destroyed or
------
damaged by fire or any other casualty, Tenant shall immediately give notice
thereof to Landlord. If any portion of the Premises or Project shall be
destroyed or damaged by fire or any other casualty then, at the option of
Landlord, Landlord may restore and repair the portion of the Premises or Project
damaged and, if the Premises are rendered untenantable in whole or in part by
reason of such casualty as determined by Landlord, Tenant shall be entitled to
an equitable percentage abatement of the Rent hereunder (subject to the
limitation in Section 7.3(c) below) until such time as the damaged portion of
--------------
the Premises (exclusive of any of Tenant's Property or Tenant's improvements)
are repaired or restored by Landlord to the extent required hereby or either
Tenant or Landlord may terminate this Lease whereupon all Rent accrued up to the
time of such termination and any other sums due and owing shall be paid by
Tenant to Landlord (less any sums then due and owing Tenant by Landlord) and any
remaining sums due and owing by Landlord to Tenant shall be paid to Tenant. In
no event shall Landlord have any obligation to repair or restore any such
destruction or damage.

11

(b)     Repair. Landlord shall use reasonable efforts to give Tenant
------
written notice of its decisions, estimates or elections under this Section 6.3
-----------
within forty five (45) days after any such damage or destruction. If Landlord
has elected to repair and restore the Premises or other portion of the Project,
this Lease shall continue in full force and effect, and the repairs will be made
within two hundred ten (210) days subject to the provisions of Section 6.2 of
-----------
this Lease. Should the repairs not be completed within that period, both
Landlord and Tenant shall each have the option of terminating this Lease by
written letter of termination. If this Lease is terminated as herein permitted,
Landlord shall refund to Tenant any prepaid Rent (unaccrued as of the date of
damage or destruction) and any other sums due and owing by Landlord to Tenant
(less any sums then due and owing Landlord by Tenant) and any remaining sums due
and owing by Tenant to Landlord shall be paid to Landlord. If Landlord has
elected to repair and reconstruct the Premises or other portion of the Project
to the extent stated above, the Term will be extended for a time equal to the
period from the occurrence of such damage to the completion of such repair and
reconstruction with Rent during such extended period being the same as the last
rent paid by Tenant immediately prior to such extended period. If Landlord
elects to rebuild the Premises or other portion of the Project, Landlord shall
only be obligated to restore or rebuild the Premises or other portion of the
Project to approximately the same condition as existed at the time Tenant
entered into possession of the Premises, wear and tear excepted and not be
required to rebuild, repair or replace any part of Tenant's Property or Tenant's
leasehold improvements. Notwithstanding anything contained in this Lease to the
contrary, if Landlord shall elect to repair and restore the Premises or other
portion of the Project pursuant to this Section 6.3, in no event shall Landlord
-----------
be required to expend under this Article VII any amount in excess of the
-----------
proceeds actually received from the insurance carried by Landlord pursuant to
Section 6.4(a) of this Lease. Landlord shall not be liable for any inconvenience
--------------
or annoyance to Tenant or injury to the business of Tenant resulting in any way
from such damage or destruction or the disregard of the repair thereof.

(c)     Negligence of Tenant.  Notwithstanding the provisions of Sections
--------------------                                     -------- 
6.3(a) and 6.3(b) of this Lease, if the Premises, the Project or any portion
-----------------                                                           
thereof, are damaged by fire or other casualty resulting from the fault or
negligence of Tenant or any of Tenant's agents, the Rent under this Lease will
not be abated during the repair of that damage, and Tenant will be liable to
Landlord for the cost and expense of the repair and restoration of the Premises,
the Project or any part thereof, caused thereby to the extent that cost and
expense is not covered by insurance proceeds (including without limitation the
amount of any insurance deductible).

Section 6.4    Insurance.
--------- 

(a)     Landlord shall maintain, or cause to be maintained, standard fire
and extended coverage insurance on the Buildings and Building standard tenant
improvements (excluding leasehold improvements by Tenant in excess of Building
standard and Tenant's Property) in amounts considered by Landlord to be
reasonable and customary. The insurance required to be obtained by Landlord may
be obtained by Landlord through blanket or master policies insuring other
entities or properties owned or controlled by Landlord.

(b)     Tenant shall, at its sole cost and expense, procure and maintain
during the Term of this Lease all such policies of insurance as Landlord may
require, including without limitation comprehensive general liability insurance
(including personal injury liability, premises/operation, property damage,
independent contractors and broad form contractual coverage in support of the
indemnifications of Landlord by Tenant under this Lease) in amounts of not less
than a combined single limit of $1,000,000; comprehensive automobile liability
insurance; business interruption insurance; contractual liability insurance;
property insurance with respect to Tenant's Property, and all leasehold
improvements, alterations and additions in excess of Building standard, to be
written on an "all risk" basis for full replacement cost; worker's compensation
and employer's liability insurance; and comprehensive catastrophe liability
insurance; all maintained with companies, on forms and in such amounts as
Landlord may, from time to time, reasonably require and with Landlord to be
included as an additional insured. With respect to all third party insurance
carriers, the insurer must be licensed to do business in the state in which the
Building is located. In the event that Tenant fails to take out or maintain any
policy required by this Section 6.4 to be maintained by Tenant, such failure
-----------
shall be a defense to any claim asserted by Tenant against Landlord by reason of
any loss sustained by Tenant that would have been covered by such policy,
notwithstanding that such loss may have been proximately caused solely or
partially by the negligence or willful misconduct of Landlord or any of
Landlord's Related Parties. If Tenant does not procure insurance as required,
Landlord may, upon advance written notice to Tenant, cause this insurance to be
issued and Tenant shall pay to Landlord the premium for such insurance within
ten (10) days of Landlord's demand, plus interest at the Default Rate until
repaid by Tenant. Tenant shall provide to Landlord a certificate of insurance
that shall provide that Landlord shall be given at least thirty (30) days' prior
written notice of any cancellation or nonrenewal of any such policy. A
certificate evidencing each such policy shall be deposited with Landlord by
Tenant on or before the Commencement Date, and a replacement certificate
evidencing each subsequent policy shall be deposited with Landlord at least
thirty (30) days prior to the expiration of the preceding such policy. All
insurance policies obtained by Tenant shall be written as primary policies
(primary over any insurance carried by Landlord), not contributing with and not
in excess of coverage which Landlord may carry, if any. Notwithstanding the
foregoing, so long as Tenant maintains a net worth of at least $100,000,000.00,
Tenant shall have the right to assume, insure or maintain a plan of self-
insurance for all or any part of the insurance required by Landlord under this
Lease.

Section 6.5    Waiver of Subrogation Rights.  Each party hereto waives all
----------------------------
rights of recovery, claims, actions or causes of actions arising in any manner
in its (the "Injured Party's") favor and against the other party for loss or
---------------
damage to the Injured Party's property located within or constituting a part or
all of the Project, to the extent the loss or damage: (a) is covered by the
Injured Party's insurance; or (b) would have been covered by the insurance the
Injured Party is required to carry under this Lease, whichever is greater,
regardless of the cause or origin, including the sole, contributory, partial,
joint, comparative or concurrent negligence of the other party. This waiver 

12

also applies to each party's directors, officers, employees, shareholders,
partners, representatives and agents. The waiver set forth in this Section 6.5
-----------
shall be in addition to, and not in substitution for, any other waivers,
indemnities or exclusions of liability set forth in this Lease.

ARTICLE VII.

Section 7.1    Default by Tenant.  The occurrence of any one or more of
-----------------
the following events shall constitute a default by Tenant under this Lease:

(a)     Tenant shall fail to pay to Landlord any Rent or any other monetary
charge due from Tenant hereunder as and when due and payable;

(b)     Tenant breaches or fails to comply with any term, provision,
condition or covenant of this Lease, other than as described in Section 7.1(a),
or with any of the Building rules and regulations now or hereafter established
to govern the operation of the Project;

(c)     A Transfer (hereinafter defined) shall occur, without the prior
written approval of Landlord;

(d)     The interest of Tenant under this Lease shall be levied on under
execution or other legal process;

(e)     Any petition in bankruptcy or other insolvency proceedings shall be
filed by or against Tenant, or any petition shall be filed or other action taken
to declare Tenant a bankrupt or to delay, reduce or modify Tenant's debts or
obligations or to reorganize or modify Tenant's capital structure or
indebtedness or to appoint a trustee, receiver or liquidator of Tenant or of any
property of Tenant, or any proceeding or other action shall be commenced or
taken by any governmental authority for the dissolution or liquidation of Tenant
and, within thirty (30) days hereafter, Tenant fails to secure a discharge
thereof;

(f)     Tenant shall become insolvent, or Tenant shall make an assignment
for the benefit of creditors, or Tenant shall make a transfer in fraud of
creditors, or a receiver or trustee shall be appointed for Tenant or any of its
properties;

(g)     During the first twelve (12) months of the Term, Tenant shall
desert, abandon or vacate the Premises or any substantial portion thereof or
fails to operate its business in the Premises for any reason other than
destruction or condemnation of the Premises; thereafter, Tenant shall have the
right to vacate all or any part of the Premises so long as Tenant continues to
comply with all of the other terms and conditions of this Lease;

(h)     Tenant shall do or permit to be done anything which creates a lien
upon the Premises or the Project and such lien is not removed within the time
period specified in Section 5.2 hereof.

Section 7.2    Landlord's Remedies.  Upon occurrence of any default by
-------------------
Tenant under this Lease and (i) if the event of default described in Section
7.1(a) is not cured within ten (10) days after receipt by Tenant of written
notice from Landlord of such default (provided, however, Landlord shall only be
obligated to notify Tenant in writing twice during any twelve (12) month period,
thereafter, Tenant shall be in default if Tenant fails to pay any sum due under
this Lease as and when due); or (ii) the events described in Sections 7.1(b),
(d), (f) and (g) are not cured within thirty (30) days after written notice from
Landlord of such default (unless such default cannot reasonably be corrected
within said thirty (30) days in which event Tenant shall not be in default if
Tenant commences such correction within said thirty (30) days and thereafter
diligently prosecutes such correction to completion; there being no notice and
cure period for events of defaults described in Sections 7.1(c), (e) and (h)
except as otherwise set forth herein), the Landlord shall have the option to do
and perform any one or more of the following in addition to, and not in
limitation of, any other remedy or right permitted it by law or in equity or by
this Lease:

(a)     Continue this Lease in full force and effect, and this Lease shall
continue in full force and effect as long as Landlord does not terminate this
Lease, and Landlord shall have the right to collect Rent, Additional Rent and
other charges when due.

(b)     Terminate this Lease, and Landlord may forthwith repossess the
Premises and be entitled to recover as damages a sum of money equal to the total
of (i) the cost of recovering the Premises, (ii) the cost of removing and
storing Tenant's or any other occupant's property, (iii) the unpaid Rent and any
other sums accrued hereunder at the date of termination, (iv) a sum equal to the
amount, if any, by which the present value of the total Rent and other benefits
which would have accrued to Landlord under this Lease for the remainder of the
Term, if the terms of this Lease had been fully complied with by Tenant,
discounted at five percent (5%) per annum exceeds the total fair market value of
the Premises for the balance of the Term (it being the agreement of the parties
hereto that Landlord shall receive the benefit of its bargain), (v) the cost of
reletting the Premises including, without limitation, the cost of restoring the
Premises to the condition necessary to rent the Premises at the prevailing
market rental rate, normal wear and tear excepted, (vi) any increase in
insurance premiums caused by the vacancy of the Premises, (vii) the amount of
any unamortized improvements to the Premises paid for by Landlord, (viii) the
amount of any unamortized brokerage commission or other costs paid by Landlord
in connection with the leasing of the Premises and (ix) any other sum of money
or damages owed by Tenant to Landlord. In the event Landlord shall elect to
terminate this Lease, Landlord shall at once have all the rights of reentry upon
the Premises, without becoming liable for damages, or guilty of trespass.

13

(c)     Terminate Tenant's right of occupancy of the Premises and reenter
and repossess the Premises by entry, forcible entry or detainer suit or
otherwise, without demand or notice of any kind to Tenant and without
terminating this Lease, without acceptance of surrender of possession of the
Premises, and without becoming liable for damages or guilty of trespass, in
which event Landlord may, but shall be under no obligation to, relet the
Premises or any part thereof for the account of Tenant (nor shall Landlord be
under any obligation to relet the Premises before Landlord relets or leases any
other portion of the Project or any other property under the ownership or
control of Landlord) for a period equal to or lesser or greater than the
remainder of the Term of the Lease on whatever terms and conditions Landlord, at
Landlord's sole discretion, deems advisable. Tenant shall be liable for and
shall pay to Landlord all Rent payable by Tenant under this Lease (plus interest
at the Default Rate provided in Section 3.1(c) of this Lease if in arrears) plus
an amount equal to (i) the cost of recovering possession of the Premises, (ii)
the cost of removing and storing any of Tenant's or any other occupant's
property left on the Premises or the Project after reentry, (iii) the cost of
decorations, repairs, changes, alterations and additions to the Premises and the
Project, (iv) the cost of any attempted reletting or reletting and the
collection of the rent accruing from such reletting, (v) the cost of any
brokerage fees or commissions payable by Landlord in connection with any
reletting or attempted reletting, (vi) any other costs incurred by Landlord in
connection with any such reletting or attempted reletting, (vii) the cost of any
increase in insurance premiums caused by the termination of possession of the
Premises, (viii) the cost of any increase in insurance premiums caused by the
termination of possession of the Premises, (ix) the amount of any unamortized
improvements to the Premises paid for by Landlord, (x) the amount of any
unamortized brokerage commissions or other costs paid by Landlord in connection
with the leasing of the Premises and (xi) any other sum of money or damages owed
by Tenant to Landlord at law., It is agreed to by Landlord and Tenant that all
the above will be reduced by any sums received by Landlord through any reletting
of the Premises; provided, however, that in no event shall Tenant be entitled to
--------  -------
any excess of any sums obtained by reletting over and above Rent provided in
this Lease to be paid by Tenant to Landlord. For the purpose of such reletting
Landlord is authorized to make any repairs, changes, alterations or additions in
or to the Premises that may be necessary. Landlord may file suit to recover any
sums falling due under the terms of this Section 7.2(c) from time to time, and
--------------
no delivery to or recovery by Landlord of any portion due Landlord hereunder
shall be any defense in any action to recover any amount not theretofore reduced
to judgment in favor of Landlord. No reletting shall be construed as an election
on the part of Landlord to terminate this Lease unless a written notice of such
intention is given to Tenant by Landlord. Notwithstanding any such reletting
without termination, Landlord may at any time thereafter elect to terminate this
Lease for such previous default and/or exercise its rights under Section 7.2(b)
--------------
of this Lease.

(d)     Enter upon the Premises and do whatever Tenant is obligated to do
under the terms on this Lease; and Tenant agrees to reimburse Landlord on demand
for any expenses which Landlord may incur in effecting compliance with Tenant's
obligations under this Lease plus fifteen percent (15%) of such cost to cover
overhead plus interest at the Default Rate provided in this Lease, and Tenant
further agrees that Landlord shall not be liable for any damages resulting to
Tenant from such action. No action taken by Landlord under this Section 7.2(d)
shall relieve Tenant from any of its obligations under this Lease or from any
consequences or liabilities arising from the failure to perform such
obligations.

(e)     Change all door locks and other security devices of Tenant at the
Premises and/or the Project, and Landlord shall not be required to provide the
new key to the Tenant except during Tenant's regular business hours, and only
upon the condition that Tenant has cured any and all defaults hereunder and in
the case where Tenant owes Rent to the Landlord, reimbursed Landlord for all
Rent and other sums due Landlord hereunder.  Landlord, on terms and conditions
satisfactory to Landlord in its sole discretion, may upon request from Tenant's
employees, enter the Premises for the purpose of retrieving therefrom personal
property of such employees, provided, Landlord shall have no obligation to do
so.

(f)     Exercise any and all other remedies available to Landlord in this
Lease, at law or in equity.

Section 7.3    Waiver of Duty to Relet or Mitigate. Notwithstanding
-----------------------------------  
anything contained herein to the contrary, to the full extent permitted under
applicable law, Tenant and Landlord agree that Landlord shall have no duty to
relet the Premises or otherwise mitigate damages under this Lease and Tenant
hereby releases Landlord from any and all duty to relet the Premises or
otherwise mitigate damages. Tenant agrees that Landlord shall not be liable, nor
shall Tenant's obligations hereunder be diminished, because of Landlord's
failure to relet the Premises or collect rent due with respect to such
reletting. Furthermore, Tenant hereby waives any and all rights to plead such
failure of Landlord to mitigate damages as an affirmative defense in any
proceeding based on any Default by Tenant under this Lease. In the event, and
only in the event, that (despite such waiver and contrary to the intent of the
parties hereunder) applicable law requires Landlord to attempt to mitigate
damages, Landlord and Tenant agree that any such duty to mitigate shall be
satisfied and Landlord shall be deemed to have used objectively reasonable
efforts to fill the Premises by doing the following: (a) posting a "For Lease"
sign on the Premises; (b) advising Landlord's leasing agent of the availability
of the Premises; and (c) advising at least five (5) national outside commercial
brokerage entities of the availability of the Premises; provided, however, that
--------  -------
Landlord shall not be obligated to relet the Premises before leasing any other
unoccupied portions of the Project and any other property under the ownership or
control of Landlord. If Landlord receives any payments from the reletting of the
Premises and is required to mitigate damages (despite the intent of the parties
hereunder), any such payment shall first be applied to any costs or expenses
incurred by Landlord as a result of Tenant's Default under this Lease.

Section 7.4    Reentry. If Tenant fails to allow Landlord to reenter and
-------
repossess the Premises, Landlord shall have full and free license to enter into
and upon the Premises with process of law for the purpose of repossessing the
Premises, expelling or removing Tenant and any others who may be occupying or
within the 

14

Premises, removing any and all property therefrom and changing all door locks of
the Premises. Landlord may take these actions without being deemed in any manner
guilty of trespass, eviction or forcible entry or detainer, without accepting
surrender of possession of the Premises by Tenant, and without incurring any
liability for any damage resulting therefrom, including without limitation any
liability arising under applicable state law and without relinquishing
Landlord's right to Rent or any other right given to Landlord hereunder or by
operation of law or in equity.

Section 7.5    Rights of Landlord in Bankruptcy. 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 expiration or
termination of this Lease or the termination of Tenant's right of occupancy, 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
proved, whether or not the amount be greater, equal to, or less than the amount
of the loss or damages referred to in this Section 7.5. In the event that under
applicable law, the trustee in bankruptcy or Tenant has the right to affirm this
Lease and continue to perform the obligations of Tenant hereunder, such trustee
or Tenant shall, in such time period as may be permitted by the bankruptcy court
having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the
date of the affirmance of this Lease and provide to Landlord such adequate
assurances as may be necessary to ensure Landlord of the continued performance
of Tenant's obligations under this Lease.

Section 7.6    Waiver of Certain Rights. To the extent permitted by
------------------------
applicable law, Tenant hereby expressly waives any and all rights Tenant may
have under applicable state law to its right to redeem the Premises or otherwise
recover possession of the Premises after a termination of this Lease. Tenant
hereby waives any and all liens (whether statutory, contractual or
constitutional) it may have or acquire as a result of a breach by Landlord under
this Lease. Tenant also waives and releases any statutory lien and offset rights
it may have against Landlord, including without limitation the rights conferred
upon applicable state law.

Section 7.7    Non-Waiver. Failure on the part of Landlord to complain of
----------
any action or nonaction on the part of Tenant, no matter how long the same may
continue, shall not be deemed to be a waiver by Landlord of any of its rights
under this Lease. Further, it is covenanted and agreed that no waiver at any
time of any of the provisions hereof by Landlord shall be construed as a waiver
of any of the other provisions hereof and that a waiver at any time of any of
the provisions hereof shall not be construed as a waiver at any subsequent time
of the same provisions. The consent or approval by Landlord to or of any action
by Tenant requiring Landlord's consent or approval shall not be deemed to waive
or render unnecessary Landlord's consent or approval to or of any subsequent
similar act by Tenant.

Section 7.8    Holding Over. In the event Tenant remains in possession of
------------
the Premises after the expiration or termination of this Lease without the
execution of a new lease, then Tenant, at Landlord's option, shall be deemed to
be occupying the Premises as a tenant at will at a base rental equal to one
hundred twenty five percent (125%) for the first thirty (30) days, then one
hundred fifty percent (150%) thereafter of the then applicable Base Rent, and
shall otherwise remain subject to all the conditions, provisions and obligations
of this Lease insofar as the same are applicable to a tenancy at will, including
without limitation the payment of all other Rent; provided, however, nothing
--------  -------
contained herein shall require Landlord to give Tenant more than thirty (30)
days prior written notice to terminate Tenant's tenancy-at-will. No holding over
by Tenant after the expiration or termination of this Lease shall be construed
to extend or renew the Term or in any other manner be construed as permission by
Landlord to hold over. Tenant shall indemnify Landlord against all claims for
damages by any other tenant to whom Landlord may have leased all or any part of
the Premises effective upon the termination or expiration of this Lease, and for
all other losses, costs and expenses, including reasonable attorneys' fees,
incurred by reason of such holding over.

Section 7.9    Abandonment of Personal Property. Any personal property
--------------------------------  
left in the Premises or any personal property of Tenant left about the Project
at the expiration or termination of this Lease, the termination of Tenant's
right to occupy the Premises or the abandonment, desertion or vacating of the
Premises by Tenant, shall be deemed abandoned by Tenant and may, at the option
of Landlord, be immediately removed from the Premises or such other space by
Landlord and stored by Landlord at the full risk, cost and expense of Tenant.
Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof. In the event Tenant does not reclaim any such personal
property and pay all costs for any storage and moving thereof within thirty (30)
days after the expiration or termination of this Lease, the termination of
Tenant's right to occupy the Premises or the abandonment, desertion or vacating
of the Premises by Tenant, Landlord may dispose of such personal property in any
way that it deems proper. If Landlord shall sell any such personal property, it
shall be entitled to retain from the proceeds the amount of any Rent or other
expenses due Landlord, together with the cost of storage and moving and the
expense of the sale. Notwithstanding anything contained herein to the contrary,
in addition to the rights provided herein with respect to any such property,
Landlord shall have the option of exercising any of its other rights or remedies
provided in the Lease or exercising any rights or remedies available to Landlord
at law or in equity.

Section 7.10   Quiet Enjoyment. So long as there is no continuing event
---------------
of default by Tenant as defined in Section 7.1, Landlord covenants and agrees
that Tenant shall peacefully and quietly have, hold and enjoy the Premises for
the Term without hindrance by Landlord or any person claiming through or under
Landlord.

ARTICLE VIII.

Section 8.1    Transfers. Except in strict accordance with the provisions
---------
of this Article VIII, Tenant shall not, by operation of law or otherwise, (a)
assign, transfer, mortgage, pledge, hypothecate or otherwise encumber this

15

Lease, the Premises or any part of or interest in this Lease or the Premises,
(b) grant any concession or license within the Premises, (c) sublet all or any
part of the Premises or any right or privilege appurtenant to the Premises, or
(d) permit any other party to occupy or use all or any part of the Premises
(collectively, a "Transfer"), without the prior written consent of Landlord
which consent shall not be unreasonably withheld, delayed or conditioned. This
prohibition against a Transfer includes, without limitation, (i) any subletting
or assignment which would otherwise occur by operation of law, merger,
consolidation, reorganization, transfer or other change of Tenant's corporate or
proprietary structure, except in accordance with this Section 8.1; (ii) an
assignment or subletting to or by a receiver or trustee in any Federal or State
bankruptcy, insolvency, or other proceedings; (iii) the sale, assignment or
transfer of all or substantially all of the assets of Tenant, with or without
specific assignment of Lease; (iv) the change in control in a partnership; or
(v) conversion of Tenant to a limited liability entity. If Tenant converts to a
limited liability entity without obtaining the prior written consent of
Landlord: (i) the conversion shall be null and void for purposes of the Lease,
including the determination of all obligations and liabilities of Tenant and its
partners to Landlord; (ii) all partners of Tenant immediately prior to its
conversion to a limited liability shall be fully liable, jointly and severally,
for obligations of Tenant accruing under this Lease pre-conversion and post-
conversion, and all members and other equity holders in Tenant post-conversion
shall be fully liable for all obligations and liabilities of Tenant accruing
under the Lease after the date such members and other equity holders are
admitted to the limited liability entity as if such person or entity had become
a general partner in a partnership; and (iii) Landlord shall have the option of
declaring Tenant in Default under this Lease. If Tenant requests Landlord's
consent to any Transfer, then Tenant shall provide Landlord with a written
description of all terms and conditions of the proposed Transfer, copies of the
proposed documentation, and the following information about the proposed
transferee: name and address; reasonably satisfactory information about its
business and business history; its proposed use of the Premises; a copy of the
proposed sublease or assignment agreement; banking, financial and other credit
information; and general references sufficient to enable Landlord to determine
the proposed transferee's creditworthiness and character. Landlord's consent to
a Transfer shall not release Tenant from performing its obligations under this
Lease, but rather Tenant's transferee shall assume all of Tenant's obligations
under this Lease in a writing satisfactory to Landlord, and Tenant and its
transferee shall be jointly and severally liable therefor. Landlord's consent to
any Transfer shall not waive Landlord's rights as to any subsequent Transfer. If
the aggregate rental, bonus or other consideration paid by a transferee for any
such space exceeds the sum of (y) Tenant's Rent to be paid to Landlord for such
space during such period less (z) Tenant's costs and expenses actually incurred
in connection with such Transfer, including reasonable brokerage fees,
reasonable costs of finishing or renovating the space affected and reasonable
cash rental concessions, which costs and expenses are to be amortized over the
term of the Transfer (a "Profit"), then fifty percent (50%) of such Profit shall
be paid to Landlord over the term after such amount is earned by Tenant
(notwithstanding the foregoing, Tenant shall be entitled to retain one hundred
percent (100%) of any Profit with respect to the first thirty thousand (30,000)
rentable square feet of Premises subleased by Tenant). Such Profit in the case
of a sublease shall be calculated and adjusted (if necessary) on a Lease Year
(or partial Lease Year) basis, and there shall be no cumulative adjustment for
the Term. Landlord shall have the right to audit Tenant's books and records
relating to the Transfer. Tenant authorizes its transferees to make payments of
rent and any other sums due and payable, directly to Landlord upon receipt of
notice from Landlord to do so. Any attempted Transfer by Tenant in violation of
the terms and covenants of this Article VIII shall be void and shall constitute
a Default by Tenant under this Lease. In the event that Tenant requests that
Landlord consider a sublease or assignment hereunder, Tenant shall pay
Landlord's reasonable fees including Landlord's reasonable attorney's fees, not
to exceed Five Hundred and 00/100 Dollars ($500.00) per transaction, incurred in
connection with the consideration of such request.

Section 8.2    Permitted Transfers. Notwithstanding any provision to the
-------------------
contrary, Tenant may assign this Lease or sublet the Premises without Landlord's
consent (i) to any corporation or affiliate or any other entity that controls,
is controlled by or is under common control with Tenant; (ii) to any corporation
or other entity resulting from a merger, acquisition, consolidation or
reorganization of or with Tenant; (iii) in connection with the sale of all or
substantially all of the assets of Tenant (collectively, a "Permitted
Transferee"), so long as Tenant provides evidence to Landlord in writing that
such assignment or sublease complies with the criteria set forth in (i), (ii) or
(iii) above and provided such assignee, subtenant or successor-in-interest
expressly assumes Tenants' obligations and liabilities hereunder. No such
assignment, sublease or transfer, however, shall release Tenant from any
covenant, liability or obligation under this Lease unless agreed to by Landlord
in writing.

Section 8.3    Assignment by Landlord. Landlord shall have the right at
----------------------
any time to sell, transfer or assign, in whole or in part, by operation of law
or otherwise, its rights, benefits, privileges, duties, obligations or interests
in this Lease or in the Premises, the Building, the Land, the Project and all
other property referred to herein, without the prior consent of Tenant, and such
sale, transfer or assignment shall be binding on Tenant. After such sale,
transfer or assignment, Tenant shall attorn to such purchaser, transferee or
assignee, and Landlord shall be released from all liability and obligations
under this Lease accruing after the effective date of such sale, transfer or
assignment.

Section 8.4    Limitation of Landlord's Liability. Any provisions of this
----------------------------------
Lease to the contrary notwithstanding, Tenant hereby agrees that no personal,
partnership or corporate liability of any kind or character (including, without
limitation, the payment of any judgment) whatsoever now attaches or at any time
hereafter under any condition shall attach to Landlord or any of Landlord's
Related Parties or any mortgagee for payment of any amounts payable under this
Lease or for the performance of any obligation under this Lease. The exclusive
remedies of Tenant for the failure of Landlord to perform any of its obligations
under this Lease shall be to proceed against the interest of Landlord in and to
the Project. Further, in no event shall Landlord be liable to Tenant, or any
interest of Landlord in the Project be subject to execution by Tenant, for any
indirect, special, consequential or punitive damages. In no event shall Tenant
be liable to Landlord for any indirect, special, consequential (except for
Tenant's indemnity of Landlord set forth in Section 7.8 hereof) or punitive
damages.

16

ARTICLE IX.

Section 9.1    Subordination. Landlord represents and warrants to Tenant
-------------
that the Project is not currently subject to any mortgage, deed of trust, ground
lease or similar encumbrance. This Lease shall be subject and subordinated at
all times to (a) all ground or underlying leases which may hereinafter be
executed affecting the Project, and (b) the lien or liens of all mortgages and
deeds of trust in any amount or amounts whatsoever hereafter placed on the
Project or Landlord's interest or estate therein or on or against such ground or
underlying leases and to all renewals, modifications, consolidations,
replacements and extensions thereof and to each advance made or hereafter to be
made thereunder. Tenant shall execute and deliver upon demand any instruments,
releases or other documents requested by Landlord, any lessor or mortgagee for
the purpose of subjecting and subordinating this Lease to such ground leases,
mortgages or deeds of trust. Tenant shall attorn to any party succeeding to
Landlord's interest in the Premises, whether by purchase, foreclosure, deed in
lieu of foreclosure, power of sale, termination of lease or otherwise, only upon
such party's request and at such party's sole discretion but not otherwise.
Notwithstanding such attornment, Tenant agrees that any such successor in
interest shall not be (a) liable for any act or omission of, or subject to any
rights of setoff, claims or defenses otherwise assertable by Tenant against, any
prior owner of the Project (including without limitation, Landlord), (b) bound
by any rents paid more than one (1) month in advance to any prior owner, and (c)
if such successor is a mortgagee or a ground lessor whose address has been
previously given to Tenant, bound by any modification, amendment, extension or
cancellation of the Lease not consented to in writing by such mortgagee or
ground lessor. Tenant shall execute all such agreements confirming such
attornment as such party may reasonably request. Tenant shall not seek to
enforce any remedy it may have for any default on the part of Landlord without
first giving written notice by certified mail, return receipt requested,
specifying the default in reasonable detail, to any mortgagee or lessor under a
lien instrument or lease covering the Premises whose address has been given to
Tenant, and affording such mortgagee or lessor a reasonable opportunity to
perform Landlord's obligations hereunder. Notwithstanding the generality of the
foregoing, any mortgagee or ground lessor may at any time subordinate any such
deeds of trust, mortgages, other security instruments or ground leases to this
Lease on such terms and conditions as such mortgagee or ground lessor may deem
appropriate.

Section 9.2    Estoppel Certificate or Three-Party Agreement. Tenant
---------------------------------------------
agrees within fifteen (15) business days following request by Landlord (a) to
execute, acknowledge and deliver to Landlord and any other persons specified by
Landlord, a certificate or three-party agreement among Landlord, Tenant and/or
any third party dealing with Landlord, certifying (i) that this Lease is
unmodified and in full force and effect, or, if modified, stating the nature of
such modification (ii) the date to which the Rent and other charges are paid in
advance, if any, (iii) that there are not, to Tenant's knowledge, any uncured
defaults on the part of Landlord hereunder, or so specifying such defaults, if
any, as are claimed and/or (iv) any other matters as such third party may
reasonably require in connection with the business dealings of Landlord and/or
such third party. Tenant's failure to deliver such certificate or three-party
agreement within such fifteen (15) business day period shall be conclusive upon
Tenant (x) that this Lease is in full force and effect without modification
except as may be represented by Landlord, (y) that to Tenant's knowledge there
are no uncured defaults in Landlord's performance, and (z) that no Rent has been
paid in advance except as set forth in this Lease.

Section 9.3    Notices. Any notice, request, approval, consent or other
-------
communication required or contemplated by this Lease must be in writing, unless
otherwise in this Lease expressly provided, and may be given or be served by
depositing the same in the United States Postal Service, postpaid and certified
and addressed to the party to be notified, with return receipt requested, or by
delivering the same in person to such party (or, in case of a corporate party,
to an officer of such party), or by prepaid telegram or express overnight mail
service, when appropriate, addressed to the party to be notified. Notice
deposited in the mail in the manner hereinabove described shall be effective
from and after three (3) days (exclusive of Saturdays, Sundays and postal
holidays) after such deposit. Notice given in any other manner shall be
effective only if and when delivered to the party to be notified or at such
party's address for purposes of notice as set forth herein. For purposes of
notice the addresses of the parties shall, until changed as herein provided, be
as provided on the first page of this Lease; provided, that any notices sent to
Tenant will only be effective if copies thereof are simultaneously sent to IKON
Office Solutions, Inc. 70 Valley Stream Parkway, Malvern PA 19355, Attn: Real
estate Department and 810 Gears Road, Houston, Texas, Attn: Facilities Manager,
and provided, that any notices sent to Landlord will only be effective if copies
thereof are simultaneously sent to Brookdale Investors Three, L.P., 3343
Peachtree Road, N.E., Suite 510, Atlanta, Georgia 30326, Attention: Mr. Fred
Henritze, and SV Reserve, L.P., c/o Simmons, Vedder & Co., 210 Barton Springs
Road, Suite 500, Austin, Texas 78704, Attention: Mr. David Arnow. The parties
hereto shall have the right from time to time to change their respective
addresses by giving at least fifteen (15) days' written notice to t he other
party in the manner set forth in this Section 9.3.
-----------

ARTICLE X.

Section 10.1   Rights and Remedies Cumulative. The rights and remedies of
------------------------------
Landlord and Tenant under this Lease shall be nonexclusive and each right or
remedy shall be in addition to and cumulative of all other rights and remedies
available to Landlord and Tenant under this Lease or at law or in equity.
Pursuit of any right or remedy shall not preclude pursuit of any other rights or
remedies provided in this Lease or at law or in equity, nor shall pursuit of any
right or remedy constitute a forfeiture or waiver of any Rent due to Landlord or
services to be provided to Tenant or of any damages accruing to Landlord or
Tenant by reason of the violation of any of the terms of this Lease.

17

Section 10.2   Legal Interpretation. This Lease and the rights and
--------------------
obligations of the parties hereto shall be interpreted, construed and enforced
in accordance with the laws of the state in which the Building is located and
the United States. The determination that one or more provisions of this Lease
is invalid, void, illegal or unenforceable shall not affect or invalidate any
other provision of this Lease, and this Lease shall be construed as if such
invalid, illegal or unenforceable provision had never been contained in this
Lease, and, so far as is reasonable and possible, effect shall be given to the
intent manifested by the portion held invalid or inoperative. All obligations of
either party hereunder not fully performed as of the expiration or termination
of the Term of this Lease shall survive the expiration or termination of the
Term of this Lease and shall be fully enforceable in accordance with those
provisions pertaining thereto. Article and section titles and captions appearing
in this Lease are for convenient reference only and shall not be used to
interpret or limit the meaning of any provision of this Lease. No custom or
practice which may evolve between the parties in the administration of the terms
of this Lease shall waive or diminish the right of Landlord to insist upon the
performance by Tenant in strict accordance with the terms of this Lease. This
Lease is for the sole benefit of Landlord and Tenant, and, without the express
written consent thereto, no third party shall be deemed a third party
beneficiary hereof. Tenant agrees that this Lease supersedes and cancels any and
all previous statements, negotiations, arrangements, brochures, agreements and
understandings, if any, between Landlord and Tenant with respect to the subject
matter of this Lease or the Premises and that this Lease, including written
extrinsic documents referred to herein, is the entire agreement of the parties,
and that there are no representations, understandings, stipulations, agreements,
warranties or promises (express or implied, oral or written) between Landlord
and Tenant with respect to the subject matter of this Lease or the Premises. It
is likewise agreed that this Lease may not be altered, amended, changed or
extended except by an instrument in writing signed by both Landlord and Tenant.
The terms and provisions of this Lease shall not be construed against or in
favor of a party hereto merely because such party is the "Landlord" or the
"Tenant" hereunder or because such party or its counsel is the draftsman of this
Lease. All references to days in this Lease and any Exhibits or Addendums hereto
mean calendar days, not working or business days, unless otherwise stated.

Section 10.3   Authority. Both Tenant and the person executing this Lease
---------
on behalf of Tenant warrant and represent unto Landlord that (a) Tenant is a
duly organized and validly existing legal entity, in good standing and qualified
to do business in the state in which the Building is located, with no
proceedings pending or contemplated for its dissolution or reorganization,
voluntary or involuntary, (b) Tenant has full right, power and authority to
execute, deliver and perform this Lease, (c) the person executing this Lease on
behalf of Tenant is authorized to do so, (d) upon execution of this Lease by
Tenant, this Lease shall constitute a valid and legally binding obligation of
Tenant, and (e) upon request of Landlord, such person will deliver to Landlord
satisfactory evidence of the matters set forth in this Section. Both Landlord
and the person executing this Lease on behalf of Landlord warrant and represent
unto Tenant that (a) Landlord is a duly organized and validly existing legal
entity, in good standing and qualified to do business in the state in which the
Building is located, with no proceedings pending or contemplated for its
dissolution or reorganization, voluntary or involuntary, (b) Landlord has full
right, power and authority to execute, deliver and perform this Lease, (c) the
person executing this Lease on behalf of Landlord is authorized to do so, (d)
upon execution of this Lease by Landlord, this Lease shall constitute a valid
and legally binding obligation of Landlord, and (e) upon request of Tenant, such
person will deliver to Tenant satisfactory evidence of the matters set forth in
this Section.

Section 10.4   Brokers. Landlord and Tenant warrant and represent to the
-------
other that it has not dealt with any real estate broker and/or salesman (other
than Cushman Realty Corporation, who represented Landlord and The Staubach
Company who represented Tenant) in connection with the negotiation or execution
of this Lease and no such broker or salesman has been involved in connection
with this Lease, and each party agrees to defend, indemnify and hold harmless
the other party from and against any and all costs, expenses, attorneys' fees or
liability for any compensation, commission and charges claimed by any real
estate broker and/or salesman (other than the aforesaid brokers) due to acts of
such party or such party's representatives.

Section 10.5   Consents by Landlord. In all circumstances under this Lease
--------------------
where the prior consent or permission of Landlord is required before Tenant is
authorized to take any particular type of action, such consent must be in
writing and, unless the provision specifies to the contrary, such consent or
approval shall not be unreasonably withheld, conditioned or delayed.

With respect to any provision of this Lease which provides that
Landlord shall not unreasonably withhold or unreasonably delay any consent or
any approval, Tenant, in no event, shall be entitled to make, nor shall Tenant
make, any claim for, and Tenant hereby waives any claim for money damages; nor
shall Tenant claim any money damages by way of setoff, counterclaim or defense,
based upon any claim or assertion by Tenant that Landlord has unreasonably
withheld or unreasonably delayed any consent or approval; but Tenant's sole
remedy shall be an action or proceeding to enforce any such provision, or for
specific performance, injunction or declaratory judgment.

Section 10.6   Joint and Several Liability. If there is more than one
---------------------------
Tenant, then the obligations hereunder imposed upon Tenant shall be joint and
several. If there is a guarantor of Tenant's obligations hereunder, then the
obligations hereunder imposed upon Tenant shall be the joint and several
obligations of Tenant and such guarantor, and Landlord need not first proceed
against Tenant before proceeding against such guarantor nor shall any such
guarantor be released from its guaranty for any reason whatsoever.

Section 10.7   Independent Covenants. The obligation of Tenant to pay
---------------------
Rent and other monetary obligations provided to be paid by Tenant under this
Lease and the obligation of Tenant to perform Tenant's other covenants and
duties under this Lease constitute independent, unconditional obligations of
Tenant to be performed 

18

at all times provided for under this Lease, save and except only when an
abatement thereof or reduction therein is expressly provided for in this Lease
and not otherwise, and Tenant acknowledges and agrees that in no event shall
such obligations, covenants and duties of Tenant under this Lease be dependent
upon the condition of the Premises or the Project, or the performance by
Landlord of its obligations hereunder.

Section 10.8   Attorneys' Fees and Other Expenses. In the event either
----------------------------------
party hereto defaults in the faithful performance or observance of any of the
terms, covenants, provisions, agreements or conditions contained in this Lease,
the party in default shall be liable for and shall pay to the nondefaulting
party all reasonable expenses incurred by such party in enforcing any of its
remedies for any such default, and if the nondefaulting party places the
enforcement of all or any part of this Lease in the hands of an attorney, the
party in default agrees to pay the nondefaulting party's reasonable attorneys'
fees in connection therewith.

Section 10.9   Recording. Neither Landlord nor Tenant shall record this
---------
Lease, but a short-form memorandum hereof may be recorded at the request of
Landlord.

Section 10.10  Disclaimer; Waiver of Jury Trial. LANDLORD AND TENANT
--------------------------------
EXPRESSLY ACKNOWLEDGE AND AGREE, AS A MATERIAL PART OF THE CONSIDERATION FOR
LANDLORD'S ENTERING INTO THIS LEASE WITH TENANT, THAT, EXCEPT AS OTHERWISE SET
FORTH IN THIS LEASE, LANDLORD HAS MADE NO WARRANTIES TO TENANT AS TO THE USE OR
CONDITION OF THE PREMISES OR THE PROJECT, EITHER EXPRESS OR IMPLIED, AND
LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES OR
THE PROJECT ARE SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE OR ANY OTHER
WARRANTY (EXPRESS OR IMPLIED) REGARDING THE PREMISES OR THE PROJECT. EXCEPT AS
EXPRESSLY SET FORTH IN THIS LEASE, LANDLORD AND TENANT EXPRESSLY AGREE THAT
THERE ARE NO, AND SHALL NOT BE ANY, IMPLIED WARRANTIES OF MERCHANTABILITY,
HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER KIND ARISING OUT OF
THIS LEASE, ALL SUCH OTHER EXPRESS OR IMPLIED WARRANTIES IN CONNECTION HEREWITH
BEING EXPRESSLY DISCLAIMED AND WAIVED.

LANDLORD AND TENANT WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS
LEASE. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY TENANT
AND TENANT ACKNOWLEDGES THAT NEITHER LANDLORD NOR ANY PERSON ACTING ON BEHALF OF
LANDLORD HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY
JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. TENANT FURTHER ACKNOWLEDGES
THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN
THE SIGNING OF THIS LEASE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO
DISCUSS THIS WAIVER WITH COUNSEL. TENANT FURTHER ACKNOWLEDGES THAT IT HAS READ
AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION AND AS
EVIDENCE OF SAME HAS EXECUTED THIS LEASE.

Section 10.11  Access to Roof. Tenant shall have the right to access the
--------------
roof of the Building necessary to accomplish the work reflected in the Final
Plans. Tenant or Tenant's contractors shall not take any action that will
nullify, void or otherwise adversely affect Landlord's roof warranty. It is
anticipated that this would include but not be limited to HVAC, electrical, and
satellite dish installations included in Exhibit C of this Lease. Otherwise,
Tenant shall have no right of access to the roof of the Building.

Section 10.12  Parking. Tenant's occupancy of the Premises shall at all
-------
times include the use of five and four tenths (5.4) parking spaces per 1,000
rentable square feet initially leased by Tenant which parking spaces shall be
used in common with other tenants, invitees and visitors of the Building. Tenant
shall have the right to park in the Building parking facilities in common with
other tenants of the Building upon such terms and conditions established by
Landlord at any time during the Term of this Lease. Tenant agrees not to
overburden the parking facilities by using the parking facilities in excess of
the parking ratio described above and agrees to cooperate with Landlord and
other tenants in use of the parking facilities. Landlord reserves the right to
reconfigure the parking area and modify the existing ingress to and egress from
the parking area as Landlord shall deem appropriate. At any time on or before
May 1, 2003, Tenant shall have the right to cause Landlord to reconfigure the
parking area (which may include an area currently used as a buffer in the
parking area) so as to make available to Tenant a total of six (6) parking
spaces per 1,000 rentable square feet of Premises initially leased or expanded
by Tenant. Such reconfiguration shall be at Landlord's sole cost and expense
subject to Landlord's right to amortize such costs in Operating Expenses over
the remaining Term of this Lease. Tenant shall have fifteen (15) exclusive
visitor parking spaces for the term of the Lease and any Renewals thereafter.

Section 10.13  No Accord or Satisfaction. No payment by Tenant or receipt
-------------------------
by Landlord of a lesser amount than the Rent and other sums due hereunder shall
be deemed to be other than on account of the earliest Rent or other sums due,
nor shall any endorsement or statement on any check or accompanying any check or
payment be deemed an accord and satisfaction; and Landlord may accept such check
or payment without prejudice to Landlord's right to recover the balance of such
Rent or other sum and to pursue any other remedy provided in this Lease.

Section 10.14  Acceptance. The submission of this Lease by Landlord does
----------
not constitute an offer by Landlord or other option for, or restriction of, the
Premises, and this Lease shall only become effective and binding upon Landlord,
upon full execution hereof by Landlord and delivery of a signed copy to Tenant.

19

Section 10.15  Waiver of Counterclaim. Tenant hereby waives the right to
----------------------
interpose any counterclaim of whatever description in any summary proceeding.

Section 10.16  Time Is of the Essence. Time is of the essence of this
----------------------
Lease. Unless specifically provided otherwise, all references to terms of days
or months shall be construed as references to calendar days or calendar months,
respectively.

Section 10.17  Counterparts. This Lease may be executed in any number of
------------
counterparts, each of which when so executed and delivered shall be an original,
but such counterparts shall together constitute one and the same instrument.

IN TESTIMONY WHEREOF, the parties hereto have executed this Lease as of the
day and year first above written.

LANDLORD:                                                                  TENANT:                          
--------                                                                   ------                           

SV RESERVE, L.P., a Georgia limited partnership                            IKON OFFICE SOLUTIONS, INC.,
an Ohio corporation              
By: SV Reserve GP, LLC, a Georgia limited                                                                      
liability company, its sole general partner                         By: /s/ Ronald Rael
----------------------------------- 
Name: Ronald Rael
--------------------------------- 
By: /s/ C.L. Davidson, III                                          Title: Director of Real Estate       
----------------------                                                -------------------------------- 
C.L. Davidson, III        
President                 

20

EXHIBIT A

LEGAL DESCRIPTION OF LAND
-------------------------

METES AND BOUNDS DESCRIPTION
15.69 ACRES (683,641) SQUARE FEET

Being 15.69 acres (683,641 square feet) of land situated in the W.C.R.R. Co. 
Survey, Section 17, Abstract 889, Harris County, Texas, and being out of that 
certain 583,907 acre tract of land called "Tract 1" recorded under File Number 
G443632 and Film Code 132-81-0495 and under File Number G445633 and Film Code 
132-81-0308, both of the Harris County Official Public Records of Real Property,
and also being all of Restricted Reserves "A" and "B" in Greens Crossing, 
Section Four, a subdivision recorded in Volume 308, Page 2 of the Harris County 
Map Records: said 15.69 acres (683,641 square feet) of land being more 
particularly described by metes and bounds as follows (all bearings are 
referenced to the monumented north right-of-way line of Gears Road, varying in 
width as recorded under Film Number H263645 and Film Code 002-97-1374 of the 
Harris County Official Public Records of Real Property);

BEGINNING at a 5/8 inch iron rod set for the most southerly and of a 10-foot 
cutback located at the intersection of the west right-of-way line of Greens 
Crossing Boulevard, now based on 90 feet in width and recorded in Volume 308, 
Page 2 of the Harris County Map Records, with the north right-of-way line of 
said Gears Road, based on 90 feet in width, and being the most southerly 
southeast corner of said Restricted Reserve "3" and also being the most 
southerly southeast corner of the herein described tract of land;

THENCE S 87"42'11" W 882.90 feet, with the north right-of-way line of said Gears
Road, and passing at 430.00 feet the southwest corner of said Reserve "B", same 
being the southeast corner of said Reserve "A", and passing at 831.12 feet a 5/8
inch iron rod found for the southwest corner of said Reserve "A", to a 5/8 inch
iron rod found for the beginning of a curve;

THENCE 158.16 feet, with the arc of a curve to the left in the north 
right-of-way line of said Gears Road, now varying in width whose chord bears 3 
85"26'16" W 158.11 feet and having a central angle of 04"31'31" and a radius of 
2000.00 feet, to a 5/8 inch iron rod found for a point of reverse curve;

THENCE 158.16 feet, with the arc of a curve to the right whose chord bears 5 
85"26'16" W 158.11 feet and having a central angle of 04"31'51" and a radius of 
2000.00 feet, to a 5/8 inch iron rod found for the end of the curve and being 
the southwest corner of this tract and also being the intersection of the north 
right-of-way line of said Gears Road with the east line of that certain 6.118 
acre tract of land called Parcel Three and conveyed to Harris County Flood 
Control District by instrument recorded under File Number H617939 and Film Code 
025-58-0472 of the Harris County Official Public Records of Real Property;

THENCE N 02"17'30" W 177.50 feet, with the east line of said Parcel Three, to a 
5/8 inch iron rod found for beginning of a curve;

THENCE 118.11 feet, with the arc of a curve to the left in the east line of said
Parcel Three whose chord bears N 19"32'07" W 116.26 feet and having a central 
angle of 35"09'14" and a radius of 192.50 feet, to a 5/8 inch iron rod set for
the end of the curve;

THENCE N 37"26'44" W 58.47 feet, to a 5/8 inch iron rod found for the
intersection of the east line of said Parcel Three, with the east right-of-way
line of Old Gears Road, based on 50 feet in width, and being a corner in the
west line of this tract;

A-1

15.69 ACRES (683,641 SQUARE FEET)

THENCE N 02 degrees 17' 30" W 38.97 feet to a 5/8 inch iron rod set for the 
intersection of the east right-of-way line of said Old ? Road with the south 
right-of-way line of West Greens Road, based on 80 feet in width and recorded in
Volume 4201, Page ? of the Harris County Deed Records, and being the northwest 
corner of this tract;

THENCE N 42 degrees 44' 13" E 209.58 feet, with the south right-of-way line of 
said West Greens Road, to a 5/8 inch iron rod set for the beginning of a curve;

THENCE 396.81 feet, with the arc of a curve to the right in the south 
right-of-way line of said West Greens Road whose chord bears N 53 degrees 00' 
38" E 394.68 feet and having a central angle of 20 degrees 33' 29" and a radius 
of 1105.91 feet, to the end of the curve and the northwest corner of Restricted 
Reserve "A" in Greens Crossing, Section Eight, a subdivision recorded in Volume 
321, Page 98 of the Harris County Map Records, same being the northwest corner
of that certain 1.6706 acre tract of land conveyed to Southwestern Bell
Telephone Company by instrument recorded under File Number H367735 and Film Code
009-39-1404 of the Harris County Official Public Records of Real Property, and
being the most northerly northeast corner of this tract and from which a
Southwestern Bell Telephone Company monument in concrete bears N 44 degrees 39'
28" E 0.46 feet;

THENCE S 02 degrees 50' 58" E 283.06 feet to a Southwestern Bell Telephone 
Company monument in concrete found for the southwest corner of said Restricted 
Reserve "A" in Greens Crossing, Section Eight, and being an interior corner of 
this tract and also being in the north line of said Restricted Reserve "A" in 
Greens Crossing, Section Four;

THENCE N 87 degrees 25' 13" E 797.20 feet, passing at 224.58 feet a Southwestern
Bell Telephone Company monument in concrete found for the southeast corner of 
said Restricted Reserve "A" in Greens Crossing, Section Eight, same being the 
southwest corner of Restricted Reserve "B" in said Greens Crossing, Section 
Eight, and passing at 362.06 feet the northeast corner of said Restricted 
Reserve "A" in Greens Crossing, Section Four, same being the northwest corner of
said Restricted Reserve "B" in Greens Crossing, Section Four, to a 5/8 inch iron
rod set for the southeast corner of said Restricted Reserve "B" in Greens 
Crossing, Section Eight, same being the northeast corner of said Restricted 
Reserve "B" in Greens Crossing, Section Four, and being the most easterly 
northeast corner of this tract and also being in the west right-of-way line of 
said Greens Crossing Boulevard;

THENCE S 02 degrees 50' 58" E 496.24 feet to a 5/8 inch iron rod found for the 
most northerly and of said 10-foot cutback located at the intersection of the 
west right-of-way line of said Greens Crossing Boulevard with the north 
right-of-way line of said ? Road and being the most easterly southeast corner of
said Restricted Reserve "B" in Greens Crossing, Section Four and also being the 
most easterly southeast corner of this tract;

15.69 ACRES (683,641 SQUARE FEET)

THENCE S 42 degrees 25' 37" W 14.07 feet to the PLACE OF BEGINNING and 
containing 15.69 acres (683,641 square feet ) of land.

The area stated in acres is compatible with the allowable precision of closure 
for this survey. The area stated in square feet is a calculated value only.

Jeffrey N. Heck
Registered Professional Land Surveyor
Texas Registration No. 4385

Texas Land Surveying, Inc.
P.O. Box 5825   Pasadena, Texas   77308
(281) 437-5380
Job No. 0273-041A   May 6, 1998

EXHIBIT 10.92

FIRST AMENDMENT TO LEASE AGREEMENT

FOR THE IKON BUILDINGS

FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE (this "Amendment"), made and entered into as
of the 2/nd/ day of March, 2000 (the "Effective Date"), by and between SV
RESERVE, L.P., a Georgia limited partnership ("Landlord") and IKON OFFICE
SOLUTIONS, INC., an Ohio corporation ("Tenant");

W I T N E S S E T H  T H A T:

WHEREAS, Landlord and Tenant entered into that certain Lease Agreement
dated December 17, 1999 (the "Lease") for certain premises in the buildings
commonly known as The Reserve at Green's Crossing located at 810 ("Building A")
and 820 ("Building B") Gears Road, Houston, Texas (sometimes collectively
referred to herein as the "Building"), consisting of a total of approximately
140,895 rentable square feet of space (the "Premises") [all of Building A which
consists of 78,895 rentable square feet of space (the "Phase I Space");
approximately 30,000 rentable square feet of space in Building B (the "Phase II
Space"); and, approximately 32,000 rentable square feet of space in Building B
(the "Phase III Space")];

WHEREAS, Landlord has agreed to lease additional premises to Tenant
consisting of the balance of the remaining space in Building B and Tenant has
agreed to lease from Landlord such additional premises; and

WHEREAS, Landlord and Tenant desire to evidence such expansion of the
Premises and to amend certain other terms and conditions of the Lease and
evidence their agreements and other matters by means of this Amendment.

NOW THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt, adequacy and sufficiency
of which are hereby acknowledged, the Lease is hereby amended and the parties
hereto do hereby agree as follows:

1.   Tenant shall lease from Landlord all of the remaining space located in
Building B as shown on Exhibit "A" attached hereto and by this reference
-----------                                      
made a part hereof which is composed of 16,895 rentable square feet of
space (the "Expansion Space"), increasing the total rentable square feet of
space leased pursuant to the Lease to 157,790.  The Lease is hereby amended
by adding the Expansion Space as part of the Premises and, in particular
to, the Phase III Space for all purposes, except as set forth herein.

2.   As Tenant now leases all of the space in Building A and Building B, Exhibit
C, Special Stipulations Nos. 9 and 10 are hereby deleted.

3.   The Base Rent schedule as set forth in Section 3.1(a) of the Lease shall be
revised as follows:

Month of         Base Rent per       Annual          Monthly
Term              Square Foot       Base Rent       Base Rent
--------         -------------    -------------    -----------

1 - 2               $10.125       $  798,811.87    $ 66,567.66
3 - 4               $10.125       $1,102,561.80    $ 91,880.15
5 - 9               $10.125       $1,597,623.75    $133,135.31
10 - 60             $12.775       $2,015,767.25    $167,980.60
61 - 120            $14.125       $2,228,783.75    $185,731.98

4.   Tenant's Pro Rata Share is hereby amended to be one hundred percent (100%).

5.   The tenant improvements for the Expansion Space shall be constructed in
accordance with the terms of Exhibit "E" to the Lease.
-----------              

6.   Exhibit "B" of the Lease is hereby deleted in its entirety and shall be
-----------                                                            
replaced by the exhibit attached hereto as Exhibit "B" and by this
-----------            
reference made a part hereof.

7.   All capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Lease.

8.   This Amendment represents the entire agreement between the parties hereto.
Landlord and Tenant agree that there are no collateral or oral agreements
or understandings between them with respect to the Premises or the
Building.  This Amendment supersedes all prior negotiations, agreements,
letters or other statements with respect to Tenant's expansion of the
Premises.

EXCEPT AS expressly amended and modified hereby, the Lease shall otherwise
remain in full force and effect, the parties hereto hereby ratifying and
confirming the same.  To the extent of any inconsistency between the Lease and
this Amendment, the terms of this Amendment shall control.

-2-

IN WITNESS WHEREOF, the undersigned parties have duly executed this
Amendment as of the day and year first above written.

LANDLORD:                                    TENANT:
---------                                    -------

S.V. RESERVE, L.P.                           IKON OFFICE SOLUTIONS, INC.
a Georgia limited partnership                an Ohio corporation

By:  SV Reserve GP, LLC,                     By: /s/ Ronald Rael
a Georgia limited liability company,       ----------------------------
its sole general partner                Its: Director of Real Estate
---------------------------
By:/s/ C.L. Davidson, III
---------------------------      
C.L. Davidson, III
President

-3-

EXHIBIT 10.93

REINSTATEMENT OF AND SECOND AMENDMENT TO LEASE AGREEMENT
FOR THE IKON BUILDINGS

REINSTATEMENT OF AND SECOND AMENDMENT TO
AGREEMENT FOR THE PURCHASE
AND SALE OF PROPERTY

THIS REINSTATEMENT OF AND SECOND AMENDMENT TO AGREEMENT FOR THE
PURCHASE AND SALE OF PROPERTY is made and entered into as of the _____day of
September, 2001, by and between WELLS CAPITAL, INC., a Georgia corporation
("Purchaser") and SV RESERVE, L.P., a Georgia limited partnership ("Seller").

W I T N E S S E T H:
- - - - - - - - - - 

WHEREAS, the parties hereto entered into that certain Agreement for
the Purchase and Sale of Property, dated as of July 23, 2001, relating to that
certain property located at 810-820 Gears Road, Houston, Texas and being more
particularly described on Exhibit A hereto(the "Property"), as amended by that
certain First Amendment to Agreement for the Purchase and Sale of Property,
dated August ___, 2001 (together, the "Agreement"); and

WHEREAS, the Agreement was timely terminated by Purchaser; and

WHEREAS, the parties desire to reinstate the Agreement and amend
certain provisions of the Agreement;

NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements herein set forth, and other good and valuable
consideration the receipt, adequacy and sufficiency of which are hereby
expressly acknowledged by the parties hereto, Seller and Purchaser do hereby
covenant and agree as follows:

1.  The Agreement, as amended hereby, is reinstated.

2.  Purchaser hereby waives the right to terminate the Agreement set
forth in paragraph 5 of the Agreement, and said paragraph 5 shall be deleted
from the Agreement.

3.  Purchaser acknowledges that Purchaser waives all objections to
title and survey with respect to the Property other than any Monetary Liens and
matters first arising after the date of Purchaser's Title Commitment and the
Title Company is currently prepared to satisfy the condition described in
Paragraph 6(c) of the Agreement.  In all other respects, Purchaser confirms that
no default exists by Seller under the Agreement nor does Purchaser know of any
fact or circumstances which would cause any of the conditions set forth in
Paragraph 6 (other than delivery of the Tenant Estoppel Certificate) of the
Agreement not to be satisfied.

4.  Seller agrees to escrow from its proceeds at closing the sum of
$50,000.00 pursuant to an escrow agreement in substantially the form attached as
Exhibit B hereto.

5.  The parties authorize and instruct the Escrow Agent to retain and
hold in accordance with the Agreement the $500,000 in Earnest Money previously
deposited by Purchaser notwithstanding prior instructions to the contrary.

6.  Notwithstanding the date of Closing specified in paragraph 10 of
the Agreement, the parties agree to use commercially reasonable efforts to close
the transactions contemplated by the Agreement on or before September 7, 2001.

7.  Capitalized terms used herein shall have the meaning assigned to
them in the Agreement unless the context requires otherwise.

8.  Except as expressly modified by the terms and conditions hereof,
the terms and conditions of the Agreement shall remain unchanged and in full
force and effect. Seller and Purchaser hereby ratify and affirm the Agreement as
amended hereby.

9.  This instrument may be executed in counterparts each of which
shall be deemed an original and which taken together shall constitute one
instrument. Facsimile copies shall be deemed to be originals.

[signatures commence on next page]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by duly authorized representatives as of the day, month and
year first above written.

"PURCHASER":

WELLS CAPITAL, INC.,
a Georgia corporation

By:   /s/ Douglas P. Williams
------------------------

Its:  Douglas P. Williams
------------------------
Senior Vice President

"SELLER":

SV RESERVE, L.P.,
a Georgia limited partnership

By:  SV Reserve GP, LLC, a Georgia
Limited liability company, its
Sole general partner

By:   /s/ C.L. Davidson
----------------------------------
C. L. Davidson, President

EXHIBIT 10.94

AGREEMENT OF SALE FOR THE NISSAN PROPERTY

AGREEMENT OF SALE
-----------------

THIS AGREEMENT OF SALE (this "Agreement") is made and entered into by and
between THE RUTH RAY AND H.L. HUNT FOUNDATION and THE RUTH FOUNDATION, each a
Texas non-profit corporation and each an owner of a fifty percent (50%)
undivided interest in the Property hereinafter described (hereinafter referred
to collectively as "SELLER", except where the context otherwise indicates that a
reference to "a SELLER", "such SELLER", or other words to similar effect is
intended to refer only to one such party) and NISSAN MOTOR ACCEPTANCE
CORPORATION, a California corporation, or its permitted assignees (hereinafter
referred to as "BUYER").

W I T N E S S E T H:
------------------- 

WHEREAS, SELLER is the owner of that certain tract of land located in the
City of Irving, Dallas County, Texas, containing approximately 14.873 acres of
land, which tract is more particularly described on Exhibit "A" attached hereto
----------                 
and made a part hereof for all purposes (the "Property"); and

WHEREAS, BUYER desires to purchase the Property from SELLER and SELLER
desires to sell the Property to BUYER, all upon the following terms, covenants,
and conditions.

NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, and subject to all of the following terms,
provisions and conditions, SELLER and BUYER agree as follows:

1.   Purchase and Sale; Purchase Price. (a) SELLER shall on the date of
---------------------------------                                 
Closing (defined below) sell, assign, transfer, grant and convey to BUYER, and
BUYER shall purchase from SELLER, by good and sufficient special warranty deed,
upon all of the terms, covenants and conditions set forth in this Agreement,
good and indefeasible fee simple title to the Property, together with the rights
and appurtenances thereto belonging and any right, title and interest of SELLER
in and to adjacent streets, alleys and rights-of-way to the centerline thereof,
subject only to those matters expressly permitted herein. For and in
consideration of the sale, assignment, transfer, grant and conveyance of the
Property pursuant to the terms of this Agreement, BUYER shall pay the Purchase
Price (as hereinafter defined) to SELLER, in cash or immediately available
funds, at Closing, subject to the specific adjustments contemplated herein.

(b)  The Purchase Price (herein so-called) for the Property shall be
an amount determined by multiplying $8.56 by the number of Net Square Feet of
land contained in the Property as determined pursuant to the Survey. For
computing the Purchase Price the "Net Square Feet" of the Property shall be the
number of gross square feet of land within the Property, less only the 

number of square feet of land, if any, within (i) public streets that are
dedicated as such on the date hereof and (ii) the FEMA recognized 100-year flood
plain.

2.   Earnest Money. Within fifteen (15) business days of the date a fully
-------------                                                       
executed copy of this Agreement has been received by BUYER, BUYER shall deliver
to American Title Company, 17480 Dallas Parkway, Suite 205, Dallas, Texas 75287
(Attn: Timothy S. Richards) (the "Title Company"), the sum of One Hundred
Thousand and No/100 Dollars ($100,000.00) by wire transfer to, or in the form of
cash or a cashier's check payable to the order of, the Title Company (the
"Earnest Money"). At the Closing, the Earnest Money shall be credited against
the Purchase Price. The Earnest Money shall be deposited by Title Company in an
interest-bearing account, and all interest earned thereon shall be retained in
such account and treated as additional Earnest Money for all purposes hereof.
All interest earnings on the Earnest Money shall be reported to the Internal
Revenue Service for the account of BUYER, whose Taxpayer Identification Number
is 95-3680386.

3.   Closing. Subject to the provisions of Section 3(c) of this Agreement,
-------                                                              
the closing of the sale and purchase of the Property (the "Closing") hereunder
shall take place at the Title Company, or at such other place agreed to by
SELLER and BUYER, within thirty (30) days after the end of the Inspection
Period.

(a)  At the Closing, SELLER shall deliver or cause to be delivered to
BUYER the following:

(i)   Special Warranty Deed ("Deed") conveying title to the
Property to BUYER, subject to the "Permitted Exceptions" (as
hereinafter defined). The Deed shall convey the Property on an "as is"
condition and basis, with all faults, except as otherwise provided in
Section 8(a) of this Agreement.

(ii)  An irrevocable commitment from the Title Company to issue,
promptly after the Closing and effective as of the Closing Date, an
Owner Policy of Title Insurance for the Property as described in
Section 6 hereof.

(iii) A certificate of Non-Foreign Status, in a form complying
with Section 1445 of the Internal Revenue Code of 1986, as amended,
and the regulations promulgated pursuant thereto.

(iv)  Evidence of SELLER'S capacity and authorization to close
the transactions contemplated in this Agreement.

(v)   Such other documents as are contemplated herein or as
counsel to SELLER and BUYER may mutually agree are necessary or
appropriate to carry out the intents and purposes of this Agreement,
including, if required, a bill of sale or other assignment of personal
property, if any, related to the Property.

(vi)  Possession of the Property.

2

(b)  At the Closing BUYER shall deliver or cause to be delivered to
SELLER:

(i)   Funds available for immediate disbursement at Closing in an
amount equal to the Purchase Price, less the amount of the Earnest
Money and as adjusted for prorations of expenses as provided herein.

(ii)  The Zoning Agreement (as hereinafter defined).

(iii) Evidence of BUYER's capacity and authorization to close
the transactions contemplated in this Agreement.

(iv)  Such other documents as are contemplated herein or as
counsel to SELLER and BUYER may mutually agree are necessary or
appropriate to carry out the intents and purposes of this Agreement.

(c)  Subject to the terms hereof, BUYER shall have the option to
extend the Closing for two (2) additional periods of thirty (30) days each. To
exercise the first extension option ("First Extension Option") BUYER must (a)
provide to SELLER, at least three (3) business days before the initial date of
Closing, a written notice that BUYER has elected to extend the Closing by thirty
(30) days, and (b) pay to SELLER, on or before the initial date of Closing, an
extension payment ("First Extension Payment) in an amount equal to the product
of the following calculation: (Purchase Price 8%) / 12 (By way of example, if
the Purchase Price is $5,545,749.00, the extension payment would be $36,971.66).
To exercise the second extension option BUYER must (a) provide to SELLER, at
least three (3) business days before the date of Closing as extended by the
exercise of the First Extension Option, written notice that BUYER has elected to
extend the Closing for an additional thirty (30) days, and (b) pay to SELLER, on
or before the date of Closing as extended by the exercise of the First Extension
Option, an extension payment ("Second Extension Payment") in an amount equal to
the First Extension Payment. Neither the First Extension Payment nor the Second
Extension Payment will be refundable to BUYER; provided, however, the First
Extension Payment and the Second Extension Payment shall be applied to the
Purchase Price at Closing.

4.   Title and Survey Review. (a) Within fifteen (15) days from the date a
-----------------------                                              
fully executed copy of this Agreement is received by BUYER, SELLER shall:

(i)  cause the Title Company to issue, and deliver to SELLER and
BUYER, a preliminary title report and commitment for an Owner Policy
of Title Insurance to be in favor of BUYER covering the Property in
the amount of the Purchase Price (the "Title Commitment"), which Title
Commitment shall be accompanied by legible copies of all recorded
documents relating to easements, rights-of-way, and other matters
affecting title thereto;

(ii) cause a current boundary survey of the Property (the
"Survey") prepared by Halff Associates, Inc. (as applicable, the
"Surveyor") to be prepared and 

3

delivered to BUYER and the Title Company. The Survey shall be
certified to BUYER, SELLER, and the Title Company, shall specify the
Net Square Feet and the gross number of square feet in the Property,
and shall otherwise be in a form acceptable to the Title Company to
permit, at BUYER'S sole cost and election, modification of the survey
exception to the Owner's Policy of Title Insurance to be delivered to
BUYER pursuant to Section 6 hereof to read "shortages in area" only.
SELLER shall pay for the cost of the Survey initially, but if under
any circumstances whatsoever (other than a SELLER default or
termination of this Agreement pursuant to Section 8) this Agreement is
terminated and BUYER is entitled to a refund of the Earnest Money,
then anything to the contrary notwithstanding the cost of the Survey
shall be paid (or reimbursed to SELLER) out of the Earnest Money, but
in an amount not to exceed $4,000.00, before the remainder thereof is
returned to BUYER;

(iii)  deliver or cause to be delivered to BUYER such existing
studies and reports specifically regarding the Property that are
within SELLER's possession; BUYER acknowledges that SELLER has
satisfied SELLER's obligations set forth in this clause (iii).

(b)  BUYER shall, within thirty (30) days after receipt of the latest
to be delivered of the items in (a)(i) and (ii) above, give SELLER written
notice of any objections to title to the Property, or to the gross square
footage of the Property, as shown on the Survey, indicating that the Property is
less than 14.8 acres in size. BUYER'S failure to timely give such written notice
of objection shall be deemed to be BUYER'S approval of items (a)(i) and (ii)
above, and all matters shown therein and not objected to by BUYER shall be
deemed approved by BUYER for all purposes hereof and shall be "Permitted
Exceptions."  Liens of any kind shall always be a non-permitted exception
whether or not BUYER objects to such lien.

(c)  In the event BUYER objects to any of the items or matters
contemplated in items (a)(i) or (ii) above SELLER may undertake, but shall not
be obligated to undertake, to eliminate or modify all such matters to which
BUYER has objected to the reasonable satisfaction of BUYER prior to the Closing.
In the event SELLER elects not to or fails to eliminate or modify such matters
to which BUYER has objected within such period, BUYER shall have the right to
terminate this Agreement by written notice to SELLER prior to the Closing,
whereupon the Earnest Money (less $100 which shall be paid over to SELLER as
independent consideration for the execution of this Agreement) shall be promptly
returned to BUYER and this Agreement shall be null and void and of no further
force or effect. If BUYER fails to terminate this Agreement within such period
BUYER shall be deemed to have waived any remaining unsatisfied objections, and
any such remaining matters shall thereafter be deemed approved by BUYER and
shall be "Permitted Exceptions" for all purposes. In such event no adjustment
shall be made in the Purchase Price, unless hereafter otherwise agreed in
writing by the parties hereto.

5.   Inspection Period.
----------------- 

4

(a)  BUYER shall have a period of sixty (60) days after the date a
fully executed copy of this Agreement is received by BUYER ("Inspection Period")
to examine the Property to determine its adequacy for BUYER'S needs. In the
event BUYER objects, in its sole discretion, on or before the end of the
Inspection Period, to the results of Studies (as defined below), or otherwise
determines the Property is unacceptable to BUYER, or for any reason or no
reason, BUYER shall have the right to terminate this Agreement, in its sole
discretion, by written notice to SELLER on or before the end of the Inspection
Period. In the event BUYER fails to give notice of termination of this Agreement
prior to the expiration of the Inspection Period BUYER shall be deemed to have
waived its right to terminate this Agreement under this Section 5. If BUYER
timely does so terminate the Agreement, the Earnest Money (less $100 to be paid
to SELLER as independent consideration for the execution of this Agreement)
shall be returned to BUYER by the Title Company.

(b)  During the Inspection Period, at BUYER'S sole cost and expense,
BUYER shall have the right to conduct such environmental, soil, engineering, or
any other studies on the Property (collectively referred to as the "Studies") as
BUYER deems appropriate in its sole discretion, and to go on the Property for
the purpose of conducting the Studies. BUYER agrees to pay promptly any and all
costs and expenses incurred by BUYER in connection with the Studies, and to
allow no liens to accrue or become affixed against the Property or any portion
thereof on account of the Studies. Further, BUYER shall be responsible for any
damages caused by the persons conducting the Studies in the exercise of BUYER'S
rights to do so hereunder, including BUYER, its employees, contractors or
agents, and BUYER agrees to indemnify and hold SELLER harmless from any and all
liens, claims, damages, demands, suits, actions or causes of action arising out
of BUYER'S exercise of its rights to conduct the Studies hereunder. BUYER
further agrees that it shall not interfere with the reasonable use of the
Property by SELLER during the Inspection Period. In the event BUYER terminates
this Agreement prior to the Closing pursuant to any provision hereof, or fails
to consummate the Closing of the transactions provided for in this Agreement for
any other reason, BUYER agrees to provide to SELLER copies of any and all
reports of the Studies regarding the Property prepared pursuant to this Section
5.

(c)  Notwithstanding the foregoing, BUYER shall not conduct any
environmental tests that involve drilling or core samples, or any other so-
called "Phase II" environmental testing, without the prior written permission of
SELLER, which permission may be withheld in SELLER'S sole and absolute
discretion.  However, in the event BUYER reasonably concludes from a so-called
"Phase I" environmental test that any condition or uncertainty exists with
regard to the environmental condition of the Property that might be explained or
resolved by additional "Phase II" testing, and SELLER does not consent to such
additional "Phase II" testing, BUYER shall have the right to terminate this
Agreement by written notice to SELLER prior to the end of the Inspection Period,
whereupon the Earnest Money (less $100 which shall be paid over to SELLER as
independent consideration for the execution of this Agreement) shall be promptly
returned to BUYER and this Agreement shall be null and void and of no further
force or effect.

The obligations of BUYER to SELLER under the foregoing provisions shall
survive Closing and/or any termination of this Agreement.

5

6.   Owner's Title Policy. At the Closing SELLER shall cause to be
--------------------                                         
furnished to BUYER a standard Owner Policy of Title Insurance as used in the
State of Texas, issued by the Title Company, insuring the good and indefeasible
fee simple title of BUYER to the Property in the amount of the Purchase Price.
The basic cost of such Owner Policy of Title Insurance shall be paid by SELLER,
but if BUYER elects to have the survey exception modified to read "shortages in
area" only, the additional premium for such modification shall be paid by BUYER.
The only exceptions to said Owner Policy of Title Insurance shall be as follows:

(a)  The standard printed exceptions contained therein, provided,
however, (i) the exception relating to restrictive covenants shall specifically
describe all recorded restrictive covenants that are approved or deemed approved
by BUYER pursuant to Section 4 hereof; (ii) at the election and sole cost of
BUYER, the survey exception shall be modified to read "shortages in area" only;
(iii) the exception for taxes shall be limited to standby fees and taxes for the
year of Closing and subsequent years and subsequent assessments for prior years
due to change in land usage or ownership; and (iv) there shall be no exception
for visible or apparent easements or for the rights of parties in possession;

(b)  the Permitted Exceptions;

(c)  the Declaration and Supplemental Declaration (as hereinafter
defined);

(d)  the Zoning Agreement;

(e)  the Repurchase Option provided for in Section 11(d) hereof;

(f)  any other matters approved in writing by BUYER and/or exceptions
or liens caused by the actions of BUYER.

7.   Expenses. Real estate taxes and Owner's Association (defined below)
--------                                                           
assessments relating to the Property shall be prorated at the Closing between
the parties hereto as of the date of Closing. If the Closing occurs before the
tax rate is fixed for the year of Closing, the apportionment of real estate
taxes shall be upon the basis of real estate taxes for the preceding year and a
cash adjustment shall be made between the parties at such time as the real
estate tax statements for the year of Closing are available. Each party shall
pay for its own attorneys' fees. Title Company fees and charges shall be shared
equally by the parties, except: (i) the basic cost of the Owner's Policy of
Title Insurance covering the Property, and any other premiums in respect of the
required Title Policy other than as provided in clause (ii) below, shall be paid
by SELLER; (ii) the cost of the modification of the survey exception in the
Owner's Policy of Title Insurance to read "shortages in area" only, if elected
by BUYER, shall be paid by BUYER; and (iii) any recording costs, and all costs
or charges associated with any financing and/or equity investment that BUYER may
utilize shall be borne solely by BUYER. Any "rollback" taxes assessed against
the Property relating to periods prior to Closing as a result of a change in use
of the Property subsequent to the Closing shall be borne by SELLER.

6

8.   Representations and Warranties.
------------------------------ 

(a)  Each SELLER represents and warrants to BUYER, as of the date of
this Agreement and as of the date of Closing, that:

(i)   Such SELLER has not received any written notice of any
violation of any ordinance, regulation, law or statute from any governmental
agency regarding the Property which has not been complied with.

(ii)  There are no pending condemnation actions with respect to
the Property, nor has such SELLER received any notice of any such actions being
contemplated.

(iii) There are no options, purchase contracts or leases, written
or oral, whereunder or whereby any person has any right, title or interest in,
or right to acquire, the Property.

(iv)  Such SELLER is a non-profit corporation duly organized and
existing and in good standing under the laws of the State of Texas, and such
SELLER is not insolvent or bankrupt.

(v)   Such SELLER has the full right and authority to enter into
this Agreement and to consummate the sale, transfer and assignment contemplated
herein, and the person or persons signatory to this Agreement and any document
executed pursuant hereto on behalf of such SELLER have full power and authority
to bind such SELLER.

(vi)  There is no litigation, action or proceeding pending or, to
the best of such SELLER'S knowledge, threatened, against such SELLER or the
Property which would in any manner constitute a lien, claim, or obligation of
any kind against the Property.

(vii) Except for matters disclosed in the Title Commitment, there
are no management, maintenance, operating, service or any other contracts or
leases that will continue to affect the Property after the Closing.

For all purposes of this Agreement, the "knowledge" of SELLER shall mean
the actual conscious knowledge of Timothy E. Stiles, without inquiry.

EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, BUYER ACKNOWLEDGES AND AGREES
THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS
ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE SPECIAL WARRANTY OF TITLE AS SET
OUT IN THE DEED OR AS EXPRESSLY SET FORTH HEREIN AND/OR IN THE CLOSING
DOCUMENTS), 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 THE PROPERTY:
SPECIFICALLY, BUT WITHOUT LIMITATION, EXCEPT AS EXPRESSLY STATED IN THIS
AGREEMENT, 

7

SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY
REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION,
POLLUTION OR LAND USES LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS,
INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF ANY HAZARDOUS MATERIALS OR
CONDITIONS AFFECTED BY ENVIRONMENTAL LAWS. BUYER FURTHER ACKNOWLEDGES AND AGREES
THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, BUYER IS RELYING
SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION
PROVIDED OR TO BE PROVIDED BY SELLER. EXCEPT TO THE EXTENT, IF ANY, OTHERWISE
EXPRESSLY STATED IN ANOTHER PROVISION OF THIS AGREEMENT OR IN THE CLOSING
DOCUMENTS, BUYER AGREES TO ACCEPT THE PROPERTY AND HEREBY WAIVES AND RELEASES
SELLER FROM ALL OBJECTIONS OR CLAIMS AGAINST SELLER ARISING FROM OR RELATED TO
THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY, WHETHER BY CONTRACT,
UNDER LAW, UNDER ANY RIGHT OF CONTRIBUTION, OR OTHERWISE.

BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO
BE PROVIDED WITH RESPECT TO THE PROPERTY BY BUYER WAS OBTAINED FROM A VARIETY OF
SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR
VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY
OR COMPLETENESS OF SUCH INFORMATION, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
IN THIS SECTION. SELLER 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.

BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED
BY LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND/OR IN THE CLOSING
DOCUMENTS, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS"
CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE
PURCHASE PRICE HAS BEEN NEGOTIATED BASED ON THE FACT THAT THE PROPERTY IS SOLD
BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE FOREGOING.

(b)  BUYER represents and warrants to SELLER, as of the date of this
Agreement and as of the date of Closing, that:

(i)  BUYER is a corporation duly organized and existing and in
good standing under the laws of the State of California , and BUYER is
not insolvent or bankrupt.

(ii) BUYER has the full right and authority to enter into this
Agreement and to consummate the sale, transfer and assignment
contemplated herein, and the 

8

person or persons signatory to this Agreement and any document
executed pursuant hereto on behalf of BUYER have full power and
authority to bind BUYER.

(c)  Anything to the contrary herein notwithstanding, neither SELLER
nor BUYER shall have liability to the other with respect to any of the
representations or warranties contained herein or confirmed at the Closing
unless (i) written notice or demand with respect to the breach or alleged breach
is given within one (1) year after the Closing, and (ii) suit is filed with
respect to the breach or alleged breach of representation within two (2) years
of the Closing. Subject to the foregoing limitations, the representations and
warranties shall survive the Closing.

(d)  The continued accuracy of the foregoing representations at
Closing is a condition to the respective obligations of the parties hereto. At
Closing, each party shall confirm, in writing, the continued accuracy of its
representations and warranties to the other. However, if as a result of any
change of conditions with respect to the Property and/or the acquisition by
SELLER of information not known to SELLER at the time of execution of this
Contract, SELLER is unable to confirm any such representations and warranties as
of the Closing Date, SELLER shall have the option of revising any such
representations and warranties to reflect facts or conditions then existing. If
BUYER is unwilling to accept any such modification to SELLER'S representations
and warranties, BUYER shall have the option to terminate this Agreement, in
which event the Earnest Money (less $100 independent consideration which shall
be paid to SELLER for the execution hereof) shall be returned to BUYER and
neither party hereto shall have any further obligations hereunder except for
such obligations as are intended to survive the termination of the Agreement. If
BUYER accepts such revisions, BUYER shall be deemed to have waived any rights or
remedies against SELLER with respect to the previous, unrevised version of the
representation in question.

9.   Brokers. (a) Each party ("Indemnitor") represents and warrants to the
-------                                                              
other party ("Indemnitee") that except for The Staubach Company, which
represents BUYER, and Cushman and Wakefield, which represents SELLER
(collectively, The Staubach Company and Cushman and Wakefield are referred to as
"Brokers"), there are no brokers involved in this transaction acting for and on
behalf of Indemnitor for which a brokerage commission is or may become due, and
agrees to indemnify and hold Indemnitee harmless from any and all claims for
real estate or brokerage commissions or other compensation arising out of or
relating to this transaction from any broker or brokers and whose claim for such
commission or other compensation arises (or is alleged to arise) by, through, or
under the actions or purported actions of the Indemnitor. At the Closing and
conditioned upon the actual closing of the sale and payment of the Purchase
Price by BUYER to SELLER, SELLER shall be responsible for the payment of a
commission to Brokers in an amount equal to six percent (6%) of the Purchase
Price to be split equally between the Brokers

(b)  BUYER acknowledges that Broker has advised BUYER that BUYER
should have an abstract covering the Property examined by an attorney of BUYER's
selection, or BUYER should be furnished with or obtain a policy of title
insurance covering the Property.

10.  Non-Assignability. This Agreement may not be assigned by BUYER without
-----------------                                                     
the prior written consent of SELLER; provided, however, that no consent of
SELLER shall be required 

9

for an assignment by BUYER to one of the following developers: Carr America,
Champion Partners, Koll, and/or Opus, so long as such developer agrees to be
bound by the terms of this Agreement. In addition to the foregoing right of
assignment, BUYER shall have the right to assign this Agreement to an entity
which controls, is controlled by, or is under common control with BUYER.

11.  Development of the Project.
-------------------------- 

(a)  BUYER understands and acknowledges that a Declaration of
Covenants, Restrictions and Development Standards Applicable to DFW Freeport, of
which the Property is a part, has been recorded in Volume 79212, Page 2965 of
the Dallas County Records, (as supplemented or amended, the "Declaration"), and
that such Declaration will affect BUYER's development of the Property.  In that
regard, BUYER has been advised and acknowledges that such Declaration provides,
among other things, that: (i) owners of property within the area of the DFW
Freeport development covered by the Declaration will be members of the Freeport
Property Owners Association (the "Owner Association") subject to general and
special assessments; and (ii) prior to the commencement of construction on the
Property by BUYER, the proposed plans for construction must be reviewed and
approved by an Architectural and Environmental Control Committee ("ACC") to the
extent required in the Declaration.  BUYER shall review and satisfy itself as to
the Declaration and related matters during the Inspection Period and if BUYER is
unsatisfied therewith BUYER may terminate this Agreement as provided in
Paragraph 5 hereof.  BUYER and SELLER acknowledge that by letter from Kelly
Lindig dated December 21, 2000, the ACC has given approval to BUYER's proposed
site plan contingent upon BUYER's satisfaction of the conditions set forth in
the letter.  BUYER acknowledges that BUYER must satisfy the ACC with respect to
the conditions set forth in such letter.  A copy of such letter and proposed
site plan are attached hereto as Exhibit "B".
----------- 

(b)  During the Inspection Period BUYER shall prepare and submit
Schematic Plans (herein defined) for BUYER'S contemplated office building (the
"Project") to the ACC for review and approval in accordance with the
Declaration; provided however, submission of the Schematic Plans shall not be in
lieu of, or otherwise limit the rights of the ACC to approve, such other plans
for development which must be timely submitted to the ACC as provided for in the
Declaration. The "Schematic Plans" shall mean schematic representative
elevations with a notation for 1) the type of construction for materials to be
used for exterior walls, and 2) the location and screening of dock and loading
areas, emergency generator, trash dumpsters, and day care playground area.  If
BUYER requires approval of the Schematic Plans prior to the expiration of the
Inspection Period, BUYER will submit its Schematic Plans no later than thirty
(30) days after the date a fully executed copy of this Agreement is received by
BUYER.

(c)  BUYER will commence the initial phase ("Phase I") of BUYER's
development of the Property within twelve (12) months from the Closing in
accordance with plans approved by the ACC and BUYER shall thereafter proceed
diligently with completion of such development of the Property. If BUYER has not
commenced construction of Phase I on the Property within twelve (12) months from
the Closing in accordance with such plans or if BUYER has not substantially
completed construction of Phase I on the Property within thirty-six (36) months
from 

10

the Closing, SELLER will have the right and option, at its sole discretion, to
repurchase the Property from BUYER on the terms and conditions set forth in the
attached Rider 1, which is made a part hereof by reference. The terms and
-------                                                         
conditions in Rider 1 shall be set forth in the Deed at Closing. The terms
"Grantor" and "Grantee" as used in Rider 1 shall mean SELLER and BUYER,
respectively, under this Agreement.

12.  Zoning Agreement.  At the Closing, SELLER and BUYER shall record an
----------------                                                   
agreement ("Zoning Agreement") wherein BUYER (on behalf of itself and any
subsequent owner of any portion of the Property claiming through BUYER) waives,
for a period of ten (10) years subsequent to the Closing, the right to object,
directly or indirectly, to any zoning change, or any amendment to any applicable
zoning classification, affecting any property owned by SELLER or its affiliates,
or by any "affiliate of Ray L. Hunt" (as hereinafter defined) in either case,
located in the DFW Freeport development shown on the parcel plan attached hereto
as Exhibit "A", that may be requested by (i) SELLER, its affiliates, or their
----------                                                               
successors in title or (ii) any "affiliate of Ray L. Hunt" (as hereinafter
defined).  The term "affiliate of Ray L. Hunt" shall mean (a) Ray L. Hunt, a
resident of Dallas County, Texas; (b) Hunt Consolidated, Inc.; or (c) any person
that is (i) the immediate maternal ancestor (and for this purpose an adopted
person shall be deemed to be the natural issue of his or her adopting parent) or
the spouse of any such living descendant, including the wife of Ray L. Hunt,
(ii) the trustee of any trust principally for the benefit of Ray L. Hunt or any
person described in (c)(i) preceding, (iii) any corporation of which the
controlling persons (hereinafter defined) are Ray L. Hunt, Hunt Consolidated,
Inc., or any one or more of the person or trustees described in (c)(i) or
(c)(ii) preceding, or (iv) any partnership or other entity of which the
controlling person are Ray L. Hunt, Hunt Consolidated, Inc., or any one or more
person, trustees, corporations or other entities described in (c)(i), (c)(ii),
and (c)(iii) preceding.  As used herein, the term "controlling persons" means
the parties having the possession of the authority, direct or indirect, or the
power to direct or cause the direction of the management and policies of a
person, trust, corporation, partnership, or other entity, whether through the
ownership of voting securities, by agreement, or otherwise.  The Zoning
Agreement shall not affect the rights that BUYER or any of its affiliates may
have as to any other land in the DFW Freeport development that BUYER or any of
its affiliates may own.

13.  Defaults and Remedies.
--------------------- 

(a)  In the event SELLER shall fail to consummate the sale of the
Property for any reason except BUYER's default or the timely and proper
termination of this Agreement by BUYER pursuant to any of the provisions hereof,
BUYER may, at its option and as its sole remedies, either: (i) terminate this
Agreement, upon which termination the Earnest Money, less $100 to be paid to
SELLER as independent consideration for the execution hereof, shall be returned
to BUYER; or (ii) enforce specific performance of this Agreement. BUYER must
make its this election of remedies within thirty (30) days of SELLER's failure
to consummate the sale of the Property. If BUYER fails to make its election
within such thirty (30) days period, then BUYER shall be deemed to have elected
as its sole remedy the remedy set forth in subsection 13(a)(i).

11

(b)  In the event BUYER should fail to consummate the purchase of the
Property for any reason except SELLER's default or the timely and proper
termination of this Agreement by BUYER pursuant to any of the provisions hereof,
SELLER, as SELLER's sole remedy for BUYER's breach of this Agreement, may
terminate this Agreement by written notice given to BUYER and the Title Company,
in which case the Earnest Money shall be paid over to SELLER as liquidated and
agreed damages. However, the limitations upon the liabilities of BUYER or
remedies available to SELLER contained in this subsection 13(b) shall not apply
to or limit SELLER's right to indemnification pursuant to subsection 5(b) and in
the event a breach by BUYER of BUYER's obligations under such subsection 5(b)
SELLER shall have the right to all remedies available at law or in equity in
respect of such breach.

(c)  In the event either party becomes entitled to the Earnest Money
upon termination of this Agreement in accordance with its terms the Title
Company is hereby authorized to immediately pay the Earnest Money and all
interest accrued thereon to the party or parties so entitled thereto (except
that (i) if the Earnest Money is to be delivered to BUYER under any
circumstances the Title Company shall nevertheless deliver the sum of $100 of
the Earnest Money to SELLER as independent consideration for the execution
hereof whether or not otherwise specifically provided in the section of this
Agreement under which such right to receive the Earnest Money arises, and (ii)
the Title Company shall pay over to SELLER the cost of the Survey, not to exceed
$4,000.00, under the circumstances provided for in subsection 4(a) hereof). In
the event the Title Company requires same, BUYER and SELLER covenant and agree
to deliver a letter of instruction to the Title Company directing the
disbursement of the Earnest Money to the party or parties entitled thereto and
indemnifying the Title Company against any and all claims arising out of such
payment. In the event either party hereto fails or refuses to sign or deliver
such an instruction letter when the other party is entitled to such
disbursement, then the party so failing or refusing to sign or deliver such
letter shall pay, upon the final order of the court with appropriate
jurisdiction that such other party is entitled to such disbursement, all
reasonable attorney's fees and expenses incurred by the party so entitled to
such disbursement in connection with its recovery thereof, plus interest thereon
at the maximum rate allowed by state or federal law from the date of refusal to
sign such requested release of funds.

14.  Notices. Any notice to be given or to be served upon any party hereto,
-------                                                               
in connection with this Agreement must be in writing. If any notice is given (i)
by certified or registered mail, it shall be deemed to have been given and
received three (3) days after a certified or registered letter containing such
notice, properly addressed, with postage prepaid, is deposited in the United
States mail, (ii) by a private delivery service or recognized overnight courier,
it shall be deemed to have been given and received when delivered or attempted
to be delivered to the address of the party to whom it is addressed, (iii) by
facsimile transmission, it shall be deemed to have been given and received at
the time confirmation of such transmission is received by the sender provided
that a copy of such notice is also delivered by a private delivery service or
generally recognized overnight courier, and (iv) by any other method, it shall
be deemed to have been given and received upon actual receipt thereof regardless
of how such delivery was accomplished.   In addition, SELLER will endeavor to
send a courtesy copy of any notice to those individuals whose e-mail addresses
are set forth below; provided, however, failure to send such an e-mail shall not
effect the validity of a notice 

12

delivered by another method or means. Such notices shall be given to the parties
hereto at the following addresses and/or facsimile numbers:

As to BUYER:
Nissan North America, Inc.
P.O. Box 191
330 West Victoria Street
Gardena, CA 90248-0191
Attn: Ted Maslin, Corporate Manager,
Real Estate and Facilities
FAX: 310/771-6084
Phone: 310/771-3000
E-Mail: ted.maslin@nissan-usa.com

with a copy to:
Nissan Motor Acceptance Corporation
2909 Kinwest Parkway
Irving, Texas 75602
Attn: Bill Andrews, Facilities Manager
FAX: 972/501-8140
E-Mail: andrewsb@nmac.com

and to:             Nissan North America, Inc.
Attn: Legal Department
990 West 190th Street
Torrance, CA 90502
FAX: 310/515-6750

and to:             The Staubach Company
15601 Dallas Parkway, Suite 400
Addison, TX 75001
Attn: Frank Ricca
FAX: 972/361-5910
Phone: 972/361-5213

As to SELLER:
The Ruth Ray and H.L. Hunt Foundation
1445 Ross Avenue, Suite 2000
Dallas, TX 75202
Attn: Secretary
FAX: 214/855-6965

and       The Ruth Foundation
1445 Ross Avenue, Suite 2000

13

Dallas, TX 75202
Attn: Secretary
FAX: 214/855-6965

with copies to:     Woodbine Development Corporation
1445 Ross Avenue, Suite 5000
Dallas, Texas 75202
Attn: Timothy E. Stiles
Tel: 214/855-6022
FAX: 214/855-6029

and       Charles W. Morris, Esq.
Brown McCarroll & Oaks Hartline, L.L.P.
2000 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas  75201
Tel: 214/999-6100
FAX: 214/999-6170

Any party hereto may at any time, by giving five (5) days' written
notice to the other party hereto, designate any other address in
substitution of the foregoing address to which such notice shall be given.

15.  Governing Law. This Agreement shall be governed by and construed in
-------------                                                      
accordance with the laws of the State of Texas, and the obligations of the
parties created hereunder are performable in Dallas County, Texas.

16.  Binding Effect. This Agreement shall be binding upon and inure to the
--------------                                                       
benefit of the parties hereto and their respective successors and assigns.

17.  No Waiver. One or more waivers of any covenant, term or condition of
---------                                                           
this Agreement by either party shall not be construed as a waiver of a
subsequent breach of the same or any other covenant, term or condition; nor
shall any delay or omission by either party to seek a remedy for any breach of
this Agreement or to exercise a right accruing to such party by reason of such
breach be deemed a waiver by such party of its remedies or rights with respect
to such breach.

18.  Severability. In case any one or more of the material provisions
------------                                                    
contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, this Agreement shall terminate in its entirety
and be of no further force or effect; provided, however, if any one or more of
the non-material provisions contained herein shall for any reason be held to be
invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not effect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal or unenforceable nonmaterial
provisions had never been contained herein.

14

19.  Entire Agreement. This Agreement constitutes the entire agreement of
----------------                                                    
the parties hereto and supersedes any prior understandings or written or oral
agreements between the parties respecting the within subject matter, and this
Agreement may be amended or modified only be a written agreement signed by both
parties hereto.

20.  Caption. The descriptive headings of the sections contained in this
-------                                                            
Agreement are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.

21.  Time. Time is of the essence in the performance of the parties'
----                                                           
respective obligations contained in this Agreement.

22.  Expenses and Attorneys' Fees. Except as specifically provided herein,
----------------------------                                         
each party hereto shall bear and pay its own costs and expenses incurred in
connection with the transactions contemplated by this Agreement, including, but
not limited to, the costs of all investigations and proceedings in connection
herewith and the fees and expenses of their respective counsel, financial
advisors and accountants; provided, however, in the event that any dispute
between the parties hereto should result in litigation, the prevailing party
shall be reimbursed for all reasonable costs, including, but not limited to,
reasonable attorneys' fees, incurred in connection with such litigation.

23.  Exhibits. All exhibits attached to this Agreement are hereby
--------                                                    
incorporated herein and for all purposes made a part hereof.

24.  Further Assurances.
------------------ 

(a)  In addition to the obligations required to be performed hereunder
by SELLER prior to or at the Closing, SELLER agrees to perform such other
reasonable acts and to execute, acknowledge and/or deliver subsequent to the
Closing such other reasonable instruments, documents and other materials as
BUYER may reasonably request in order to effectuate the consummation of the
transactions contemplated herein and to vest title to the Property in BUYER.

(b)  In addition to the obligations required to be performed hereunder
by BUYER prior to or at the Closing, BUYER agrees to perform such other
reasonable acts, and to execute, acknowledge and/or deliver subsequent to the
Closing such other reasonable instruments, documents and other materials, as
SELLER may reasonably request in order to effectuate the consummation of the
transactions contemplated herein.

25.  Counterparts. This Agreement may be executed in any number of
------------                                                 
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.

26.  Number and Gender. All words herein shall be deemed to refer to the
-----------------                                                  
masculine, feminine or neuter, singular or plural, as the context may require.

15

27.  Date of Agreement. When used herein, the phrases "the effective date",
-----------------                                                     
"the date of this Agreement", or "the date hereof" or similar phrases shall mean
that date upon which Title Company has received fully executed counterparts of
this Agreement.

28.  DTPA WAIVER. BUYER REPRESENTS AND WARRANTS TO SELLER THAT (A) BUYER IS
-----------                                                           
NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION, (B) BUYER IS REPRESENTED
BY LEGAL COUNSEL, (C) THE PROPERTY WILL NOT BE USED AS A FAMILY RESIDENCE, (D)
BUYER IS A BUSINESS CORPORATION THAT EITHER HAS ASSETS OF $5,000,000 OR MORE, OR
IS OWNED OR CONTROLLED BY A CORPORATION OR ENTITY WITH ASSETS OF $5,000,000 OR
MORE, OR BUYER IS A SOPHISTICATED REAL ESTATE INVESTOR AND HAS KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE IT TO EVALUATE THE
MERITS AND RISKS OF THIS TRANSACTION. BUYER HEREBY WAIVES TO THE FULLEST EXTENT
PERMITTED BY LAW ANY RIGHTS, REMEDIES AND BENEFITS UNDER THE TEXAS DECEPTIVE
TRADE PRACTICES - CONSUMER PROTECTION ACT (SECTIONS 17.41 AND FOLLOWING OF THE
TEXAS BUSINESS AND COMMERCE CODE) (THE "DTPA") AND ANY OTHER SIMILAR CONSUMER
PROTECTION LAW, WHETHER FEDERAL, STATE OR LOCAL. BUYER COVENANTS NOT TO SUE
SELLER UNDER THE DTPA OR ANY SUCH SIMILAR CONSUMER PROTECTION LAW.

29.  Escrow Agent. Title Company (hereinafter in this subsection, in its
------------                                                       
capacity as holder of the Earnest Money only, being referred to as the "Escrow
Agent") shall hold the Earnest Money in accordance with the terms and provisions
of this Agreement, subject to the following:

The Escrow Agent undertakes to perform only such duties with respect
to the Earnest Money as are expressly set forth in this Agreement and no
implied duties or obligations with respect to the Earnest Money shall be
read into this Agreement against Escrow Agent.

In performing its activities hereunder in such capacity, Escrow Agent
may act in reliance upon any writing or instrument or signature which it,
in good faith, believes to be genuine, and may assume that any person
purporting to give any writing, notice, advice or instrument in connection
with the provisions of this Agreement has been duly authorized to do so.
Escrow Agent shall not be liable in any manner for the sufficiency or
correctness as to form, manner and execution, or validity of any instrument
deposited in escrow, nor as to the identity, authority, or right of any
person executing the same, and Escrow Agent's duties in such capacity under
this Agreement shall be limited to those provided in this Agreement.

Unless Escrow Agent discharges any of its duties under this Agreement
with respect to the Earnest Money in a negligent manner or is guilty of
willful misconduct with regard to its duties under this Agreement, SELLER
and BUYER shall indemnify Escrow Agent and hold it harmless from any and
all claims, liabilities, losses, actions, suits or proceedings at law or in
equity, or other expenses, fees, or charges of any character or nature,
which it may incur or with which it may be threatened by reason of its
acting as Escrow Agent with respect to the Earnest Money under this
Agreement; and in such connection SELLER and 

16

BUYER shall indemnify Escrow Agent against any and all expenses, including
reasonable attorneys' fees and the cost of defending any action, suit or
proceeding or resisting any claim in such capacity.

If the parties (including Escrow Agent) shall be in disagreement about
the interpretation of this Agreement, or about their respective rights and
obligations, or the propriety of any action contemplated by Escrow Agent
with respect to the Earnest Money, Escrow Agent may, but shall not be
required to, file an action in interpleader to - resolve the disagreement.
Escrow Agent shall be indemnified for all costs and reasonable attorneys'
fees in its capacity as Escrow Agent in connection with any such
interpleader action and shall be fully protected in suspending all or part
of its activities under this Agreement until a final judgment in the
interpleader action is received.

Nothing in this subsection shall in any manner affect the obligations of
the Title Company in its capacity as the issuer of the Title Commitment and/or
the Title Policy, nor in its capacity as the closer of the transaction, nor
shall the foregoing indemnities of BUYER and SELLER be applicable to the Title
Company other than in its capacity as the holder of the Earnest Money.

30.  Date Convention. If any time period provided for herein ends on a
---------------                                                  
Saturday, Sunday, or holiday, the time period in question will be extended the
next day that is not a Saturday, Sunday, or holiday.

31.  Filing of Plat. BUYER agrees that it shall not be entitled to file its
--------------                                                        
revised plat for the Property until Closing; provided, however, that BUYER shall
be permitted to obtain all necessary consents to and approvals of the plat from
all requisite authorities prior to Closing.

32.  Confidentiality.  BUYER and SELLER agree that the terms and conditions
---------------                                                       
of this Agreement, and any prior negotiations of the parties with regard to the
Property, shall be kept confidential by the parties and shall not be disclosed
to any third party except the Title Company, the parties' brokers and legal
representatives and such other third parties as have a specific need to know
such information including BUYER's lender and developer, or as may be required
in response to a valid subpoena or other lawful process.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates set forth below but to be effective as of the effective date provided for
herein.

[SIGNATURES ON FOLLOWING PAGE]

17

BUYER:
----- 

NISSAN MOTOR ACCEPTANCE CORPORATION,
a California corporation

By:  /s/ Katsumi Ishii
----------------------------------
Name:  Katsumi Ishii
--------------------------------
Title: President
-------------------------------
SELLER:
------ 

THE RUTH RAY AND H.L. HUNT FOUNDATION, a Texas non-
profit corporation

By:  /s/ Richard A. Massman
----------------------------------
Name:  Richard A. Massman
--------------------------------
Title: Vice President
-------------------------------

THE RUTH FOUNDATION, a Texas non-profit corporation

By:  /s/ Richard A. Massman
----------------------------------
Name:  Richard A. Massman
--------------------------------
Title: Secretary
-------------------------------

TITLE COMPANY:
------------- 

AMERICAN TITLE COMPANY

"Date Hereof"            By:  /s/ Tim Richards
----------------------------------
Name:  Tim Richards
--------------------------------
Date :  Jan 30, 2001     Title: Escrow Officer
--------------           -------------------------------

18

EXHIBIT A
---------

LEGAL DESCRIPTION OF THE PROPERTY
---------------------------------

19

EXHIBIT "A"
-----------

FIELD NOTES

BEING a tract of land situated in the Cordelia Bowen Survey, Abstract No. 56, 
Dallas County, Texas, and being all of Lot 7, Block C of DFW Freeport, 12th 
installment, an addition to the City of Irving, Texas, recorded in volume 86246
Page 317, Deed Records of Dallas County, Texas, (D.R.D.C.T.), said tract being 
more particularly described by metes and bounds as follows:

BEGINNING at a 1/2-inch iron rod with "Halff Assoc., Inc." cap (hereafter 
referred to as "with cap") set for corner at the north end of a right-of-way 
corner clip at the intersection of the northeast right-of-way line of Esters 
Boulevard (80 foot right-of-way) and the southeast right-of-way line of Freeport
Parkway (100 foot right-of-way);

THENCE North 54 degrees 19 minutes 10 seconds East, with said southeast 
right-of-way line of Freeport Parkway, a distance of 57.16 feet to a 1/2-inch 
iron rod with cap set at the beginning of a curve to the left having a radius of
880.59 feet;

THENCE in a northerly direction, continuing with said southeast right-of-way 
line and along said curve to the left, through a central angle of 44 degrees 00
minutes 00 seconds, an arc distance of 676.24 feet to a 1/2-inch iron rod with
cap set for corner;

THENCE North 10 degrees 19 minutes 10 seconds East, continuing along said 
right-of-way line, a distance of 87.55 feet to a 1/2-inch iron rod with cap set 
for corner, said point being the southwest end of a right-of-way corner clip at 
the intersection of said southeast right-of-way (100 foot right-of-way);

THENCE North 55 degrees 19 minutes 10 seconds East, along said right-of-way 
corner clip, a distance of 25.00 feet to a 1/2-inch iron rod with cap set for 
corner an said southwest line of Regent Boulevard;

THENCE South 79 degrees 40 minutes 50 seconds East, along said southwest 
right-of-way, a distance of 402.27 feet to a 1/2-inch iron rod with cap set at 
the beginning of a curve to the right having a radius of 549.97 feet;

THENCE in a southeasterly direction, continuing with said southwest right-of-way
line, along said curve to the right, through a central angle of 43 degrees 56 
minutes 10 seconds, an arc distance of 421.73 feet to a 1/2-inch iron rod with 
cap set at the end of said curve;  

THENCE South 35 degrees 44 minutes 40 seconds East, continuing with said 
southwest right-of-way line, a distance of 88.38 feet to a 1/2-inch iron rod 
with cap set for corner, said point being the northern most corner of Lot 6, 
Block C of said 12th installment;

THENCE South 54 degrees 19 minutes 10 seconds West, departing said southwest 
right-of-way line and along the northwesterly line of said Lot 6, passing at a 
distance of 820.00 feet a 1/2-inch iron rod found for the western most corner of
Lot 6, also being the northern most corner of Lot 9B, Block C, DFW Freeport, 
12th installment revision, an addition to the City of Irving, Texas, recorded in
volume 94036, Page 4168, D.R.D.C.T., and continuing along the northwesterly line
of said Lot 9B, in all a distance of 1208.41 feet to a 1/2-inch iron rod with 
cap found on said northeast right-of-way line of Esters Boulevard;

THENCE North 35 degrees 40 minutes 50 seconds West, with said northeast 
right-of-way line, a distance of 433.97 feet to a 1/2-inch iron rod with cap set
at the south end of the aforementioned corner clip at the intersection of Esters
Boulevard and Freeport Parkway;

THENCE North 09 degrees 19 minutes 10 seconds East, with said right-of-way
corner clip, a distance of 25.00 feet to the POINT OF BEGINNING AND CONTAINING
647,857 square feet or 14.873 acres of land, more or less.

EXHIBIT 10.95

LEASE AGREEMENT FOR THE NISSAN PROPERTY

LEASE AGREEMENT

Between

WELLS OPERATING PARTNERSHIP, L.P.

As Landlord

and

NISSAN MOTOR ACCEPTANCE CORPORATION

As Tenant

Dated September 19, 2001

8900 Freeport Parkway

Irving, Texas 75063

TABLE OF CONTENTS
-----------------

Page
----

1.   Lease of Demised Premises...........................    1

2.   Term................................................    1

3.   Base Rent...........................................    1

4.   Extension Options...................................    2

5.   Rent During Extended Terms..........................    2

6.   Net Lease...........................................    2

7.   Taxes...............................................    3

8.   Late Charges........................................    4

9.   Utilities and Services..............................    4

10.  Construction of Improvements........................    5

11.  Access and Delivery.................................    5

12.  Use.................................................    6

13.  Insurance...........................................    6

14.  Compliance With Laws (Generally)....................    8

15.  Environmental Laws..................................    8

16.  Repairs and Maintenance.............................    13

17.  Alterations.........................................    14

18.  End of Term.........................................    15

19.  Damage and Destruction..............................    16

20.  Condemnation........................................    17

21.  Subordination; Non-Disturbance......................    18

22.  Landlord's Access...................................    20

23.  Indemnification, Waiver and Release.................    21

i

24.  Covenant of Quiet Enjoyment........................   23

25.  Limitation On Tenant's Recourse....................   23

26.  Defaults and Remedies..............................   23

27.  Attorneys' Fees....................................   27

28.  Waivers............................................   27

29.  Assignment and Sublease by Tenant..................   27

30.  Signs..............................................   30

31.  Brokerage..........................................   31

32.  Notices............................................   31

33.  Estoppel Certificates..............................   33

34.  Miscellaneous......................................   34

Schedule of Exhibits:
--------------------

Exhibit "A":   Legal Description of Land 
Exhibit "B":   Form of Supplemental Agreement 
Exhibit "C":   Construction of Improvements 
Exhibit "C-1": Building Plans 
Exhibit "C-2": Site Plan 
Exhibit "C-3": Allowances 
Exhibit "D":   Rent Schedule 
Exhibit "D-1": Project Budget 
Exhibit "E":   Market Rate 
Exhibit "F":   First Offer 
Exhibit "G":   Title Exceptions 
Exhibit "H":   Parent Company Guaranty 
Exhibit "I":   Comfort Letter 
Exhibit "J":   Agreement Regarding Contract

ii

LEASE AGREEMENT
---------------

THIS LEASE AGREEMENT ("Lease"), is made this 19/th/ day of September, 2001
(the "Effective Date"), between WELLS OPERATING PARTNERSHIP, L.P. (hereinafter
referred to as "Landlord"), a Delaware limited partnership, and NISSAN MOTOR
ACCEPTANCE CORPORATION (hereinafter referred to as "Tenant"), a California
corporation.

W I T N E S S E T H:
- - - - - - - - - - 

1.   Lease of Demised Premises.  Landlord, in consideration of the
-------------------------                                    
covenants and agreements to be performed by Tenant, and upon the terms and
conditions hereafter stated, does hereby rent and lease unto Tenant, and Tenant
does hereby rent and lease from Landlord, that certain real property (the
"Land") located in the City of Irving, Dallas County, in the State of Texas,
being more particularly described on Exhibit "A" attached hereto and by
-----------                       
reference made a part hereof, together with the building (the "Building"),
parking and other improvements to be constructed by Landlord on such real
property as provided in this Lease, and including without limitation the
heating, ventilating and air conditioning systems and the mechanical, electrical
and plumbing system serving such premises (all of the foregoing are hereinafter
collectively referred to as the "Project" and as the "Demised Premises";
subject, however, to the revision of the definition of "Demised Premises", but
not of "Project" as set forth in Paragraph 29(e) hereof).

2.   Term.  The initial term of this Lease (the "Initial Term") shall be
----                                                               
for the period beginning on the Effective Date of this Lease and shall terminate
on the last day of the month which is one hundred twenty (120) months after the
Rent Commencement Date (as hereinafter defined), unless sooner terminated as
herein provided.  The term of this Lease shall be subject to extension beyond
the expiration of the Initial Term as provided in Paragraph 4 below.  Promptly
after the Rent Commencement Date, Landlord and Tenant shall enter into a
supplemental agreement in the form of Exhibit "B" attached hereto and by
-----------                       
reference made a part hereof, specifying the Rent Commencement Date, the date of
expiration of the Initial Term of this Lease, and certain other matters as set
forth therein.  Tenant shall have and is hereby granted the option to extend the
expiration date of the Initial Term of this Lease to the last day of the month
which is one hundred forty four (144) months after the Rent Commencement Date,
unless sooner terminated as herein provided, at the rent and upon all of the
other terms, conditions, covenants and provisions set forth herein.  Such option
may be exercised by Tenant only by written notice to Landlord given on or before
the second anniversary of the Rent Commencement Date.  Tenant may not exercise
such option to extend the expiration date of the Initial Term if an Event of
Default (hereinafter defined) has occurred and is continuing at the time Tenant
elects to exercise such right.

3.   Base Rent.  Commencing on the Rent Commencement Date, and continuing
---------                                                           
thereafter throughout the Initial Term of this Lease, Tenant hereby agrees to
pay to Landlord for the Demised Premises, without offset or deduction (except as
may be expressly provided in this Lease), and without previous demand therefor,
base rent ("Base Rent") in the amount set forth on Exhibit "D" attached hereto
-----------                
and by reference made a part hereof.  All Base Rent shall be payable by Tenant
in monthly installments and shall be due and payable by Tenant in advance on the
first day of each and every calendar month.  In the event that the Rent
Commencement Date occurs 

on other than the first calendar day of a month, or if the last day of the term
of this Lease is other than the last calendar day of a month, the Base Rent due
under this Lease for the first and/or last month, as the case may be, shall be
prorated on a daily basis. All Base Rent and other amounts payable by Tenant to
Landlord under this Lease shall be paid at Landlord's address for notices as set
forth herein, or at such other place as Landlord may from time to time designate
by written notice to Tenant. All payments of rent or other amounts required to
be made to Landlord shall be in lawful money of the United States of America,
which may be paid by check, subject to collection. No payment by Tenant or
receipt by Landlord of a lesser amount than the rent herein specified, nor any
endorsement or statement on any check or letter accompanying such check, shall
be deemed an accord and satisfaction, and Landlord may accept such check or
payment without prejudice to Landlord's right to recover the balance of such
rent or to pursue any other remedy provided in this Lease.

4.   Extension Options.  Tenant shall have and is hereby granted the option
-----------------                                                     
to extend the term of this Lease beyond the expiration of the Initial Term for
two (2) additional periods of five (5) years each (the "First Extended Term" and
the "Second Extended Term", respectively, and collectively the "Extended
Terms"), at the rent and upon all of the other terms, conditions, covenants and
provisions set forth herein.  Such option may be exercised by Tenant only by
written notice to Landlord given during the time period specified on Exhibit "E"
-----------
attached hereto.  Tenant may not exercise an option to extend the term of this
Lease if an Event of Default (hereinafter defined) has occurred and is
continuing at the time Tenant elects to exercise such right.  As used herein,
"term of this Lease" shall mean and refer to the Initial Term and one or both of
the Extended Terms, as the context may permit or require.

5.   Rent During Extended Terms.  The Base Rent payable during each of the
--------------------------                                           
Extended Terms shall be calculated at ninety five percent (95%) of the then
current "Market Rate" (as that term is defined on Exhibit "E" attached hereto
-----------                
and by reference made a part hereof); provided, however, that in no event shall
the annual Base Rent payable during the First Extended Term or the Second
Extended Term, respectively, be less than the annual Base Rent (without
reduction on account of any provision of this Lease, including but not limited
to reductions on account of damage or casualty) for the twelve month period
immediately preceding the first day of the First Extended Term or the Second
Extended Term, respectively, unless otherwise agreed to in writing by the
parties.

6.   Net Lease.  Except as may be expressly provided to the contrary in
---------                                                         
this Lease, it is the purpose and intent of Landlord and Tenant that the rent
payable hereunder shall be absolutely and unconditionally net to the Landlord,
so that this Lease shall yield, net to the Landlord, the Base Rent specified in
Paragraph 3 hereof in each year during the term of this Lease, as such Base Rent
may be adjusted during the Extended Terms as provided in Paragraph 5 hereof.
Except to the extent specifically provided in this Lease, no happening, event,
occurrence or situation during the term of this Lease, whether foreseen or
unforeseen, and however extraordinary, shall permit Tenant to quit or surrender
the Demised Premises or shall relieve Tenant from its liability to pay the rent
under this Lease, or shall relieve Tenant from any of its obligations under this
Lease.

-2-

7.   Taxes.
----- 

(a)  Commencing on the first day of the Move-in Period (as hereinafter
defined) and continuing thereafter during the term of this Lease, Tenant shall
pay directly to the appropriate authority, as additional rent, at least ten (10)
days prior to the date the same shall become delinquent if not paid, all ad
valorem taxes, general and special assessments (including, without limitation,
all assessments for public improvements or benefits commenced or completed
during the term of this Lease), all assessments and other sums due under that
certain Declaration of Covenants, Restrictions and Development Standards
Applicable to DFW Freeport dated October 29, 1979, recorded in Volume 79212,
Page 2965 of the Deed Records of Dallas County, Texas, as supplemented and
amended (the "Declaration"), rent taxes, sales, use and occupancy taxes, transit
taxes, water and sewer taxes, rates and rent, excises, levies, license and
permit fees and other fees, taxes, impositions and charges of every kind and
nature whatsoever, general and special, foreseen and unforeseen, extraordinary
as well as ordinary (hereinafter collectively referred to as "Taxes") which
shall or may be charged, levied, laid, assessed, imposed, become due or payable,
or liens upon or for, or with respect to (i) the Demised Premises or any part
thereof, or any personal property, appurtenances or equipment owned by Tenant
thereon or therein or any part thereof, (ii) the rent and income received for
any use or occupancy of the Demised Premises, (iii) such franchise, licenses and
permits as may pertain to the use of the Demised Premises, (iv) any documents to
which Tenant is a party, creating or transferring an interest in the Demised
Premises or this Lease, (v) this Lease, and (vi) the use or occupancy of the
Demised Premises or any part thereof by Tenant or any subtenant, together with
all interest and penalties thereon (except to the extent any such interest
and/or penalties are attributable to the breach by Landlord of any of its
covenants or obligations under this Lease), under or by virtue of all present or
future laws, ordinances, requirements, orders, directives, rules or regulations
of the federal, state and county governments and all other governmental
authorities whatsoever (all of which shall also be included in the term "Taxes"
as heretofore defined). Tenant shall provide to Landlord written evidence of all
such payments made by Tenant (along with a copy of the applicable tax bill) on
the same date payment is made by Tenant to the applicable taxing authority (but
in any event prior to the date the same shall become delinquent if not paid).
The term "Taxes" shall not include excess profits taxes, franchise taxes, gift
taxes, capital stock taxes, inheritance and succession taxes, estate taxes,
federal, state and local income taxes, and other taxes to the extent applicable
to Landlord's general or net income (as opposed to rents, receipts or income
from the Demised Premises). Landlord shall forward copies of all bills or
statements for taxes to Tenant promptly upon receipt thereof by Landlord.

(b)  In the event any special assessments may at the option of the
taxpayer be paid in installments (whether or not interest accrues on the unpaid
balance of the assessments), Tenant may in its sole discretion exercise the
option to pay such assessments (and any accrued interest on the unpaid balance
of such assessments) in installments, and in that event, Tenant shall pay
directly to the appropriate authority, as additional rent, the installments that
become due after the first day of the Move-in Period, and thereafter during the
term of this Lease, at least ten (10) days prior to the date the same shall
become delinquent if not paid, and shall provide written evidence of payment in
full to Landlord on the date of such payment by Tenant (but in any event prior
to the date the same shall become delinquent if not paid).

-3-

(c)  Tenant will have the right to contest the amount or validity, in
whole or in part, of any Taxes by appropriate proceedings diligently conducted
in good faith, only after paying the Taxes or posting such security as may be
required by applicable law or as may be reasonably required by any holder of any
Security Deed. Upon the termination of those proceedings, Tenant will pay the
amount of the Taxes or part of the Taxes as finally determined, the payment of
which may have been deferred during the prosecution of the proceedings, together
with any costs, fees, interest, penalties, or other related liabilities.
Landlord will reasonably cooperate with Tenant in the prosecution of such
protest, but will not be required to join in any contest or proceedings unless
the provisions of any law or regulations then in effect require the proceedings
be brought by or in the name of Landlord. In that event, Landlord will join in
the proceedings or permit them to be brought in its name; however, Landlord will
not be subjected to any liability for the payment of any costs or expenses in
connection with any contest or proceedings, and Tenant will indemnify Landlord
against and save Landlord harmless from any of those costs and expenses.

8.   Late Charges.  Any Base Rent, Taxes, or other amounts payable to
------------                                                    
Landlord under this Lease, if not paid by the tenth (10/th/) day of the month
for which such Base Rent is due, or within thirty (30) days of receiving a valid
invoice from Landlord for any other amounts payable hereunder, shall bear
interest at the lesser of eighteen percent (18%) per annum or the maximum rate
allowed by law from and after the date such payment was due until paid.

9.   Utilities and Services.
---------------------- 

(a)  Commencing on the first day of the Move-in Period and continuing
thereafter during the term of this Lease, Tenant will pay the appropriate
suppliers for all water, sewer, gas, electricity, light, heat, telephone,
television cable, rubbish removal, power, and other utilities and services used
by Tenant on the Demised Premises, whether or not the services are billed
directly to Tenant. The obligation of Tenant to pay for such services and
utilities supplied or provided during the term of this Lease shall survive the
expiration or earlier termination of this Lease.

(b)  In the event any such utility service to the Demised Premises
becomes unavailable during the term of this Lease resulting in Tenant's
inability to conduct the essential functions of Tenant's business in the
Premises in whole or in part (essential functions do not include, by way of
example and not of limitation, the inability to use the cafeteria in whole or in
part due to the unavailability of gas, including but not limited to the
inability to serve hot food), and such unavailability of such utility service or
services is not caused by Tenant (interruptions caused by Tenant shall include
but not be limited to interruptions resulting from Tenant's failure to pay for
all charges imposed by the utility company or the governmental entity furnishing
such services, or from Tenant's failure to comply with the obligations of Tenant
pursuant to this Lease, or from Tenant's negligence or willful misconduct), and
such unavailability continues for a period of five (5) consecutive business
days, Tenant shall have the right, but not the obligation, to a pro rata
abatement of the Base Rent payable under this Lease for each day such services
are so interrupted from and after such fifth (5/th/) consecutive day until such
services are reinstated.  If such unavailability (not caused by Tenant)
resulting in Tenant's inability to conduct the essential functions of Tenant's
business in the Premises in whole or in part continues for sixty (60)
consecutive business days, Tenant shall have the right, but not the obligation,
to terminate this 

-4-

Lease at any time thereafter while such unavailability continues by delivering
written notice thereof to Landlord, after which neither party shall have any
further obligation under this Lease, except as may be expressly provided to the
contrary herein. In the event of unavailability of any such utility service,
such service shall not be deemed unavailable if Landlord causes such utility to
be provided (but Landlord shall have no obligation to cause such utility to be
provided) by alternate means (such as, by way of example and not of limitation,
an electric generator). The foregoing provisions of this Paragraph 9(b) shall
not apply in the event of damage, destruction or condemnation; the provisions of
Paragraph 19 apply in the event of damage or destruction and the provisions of
Paragraph 20 apply in the event of condemnation.

(c)  Until such time as an Event of Default has occurred and is
continuing, or Landlord has terminated Tenant's right to possession of the
Demised Premises pursuant to Paragraph 26(b)(ii) hereof, Tenant shall have the
right to determine the operating hours of the Building. Tenant may enter into
any service contract, maintenance agreement or management agreement for the
Building or the Demised Premises upon providing written notice thereof to
Landlord. Landlord hereby agrees that Washington Group International may be
retained by Tenant as a facilities management and maintenance vendor for the
Project. All such contracts and agreements shall be in form and substance
reasonably acceptable to Landlord and Tenant; provided, however, that Landlord
shall be deemed to have approved a contract or agreement in the event the
following conditions have been satisfied with respect to such contract or
agreement: (i) Landlord has approved in writing the scope of work of such
contract or agreement; and (ii) Landlord has approved in writing the vendor
under such agreement or contract, which approval shall not be unreasonably
withheld. With respect to any service contract, maintenance agreement or
management agreement, Tenant may submit to Landlord in writing from time to time
(such submission may be in advance of the time Tenant contemplates entering into
such contract or agreement and such submission may be made whether or not at the
time of such submission Tenant is contemplating entering into such contract or
agreement) for Landlord's approval either or both (A) the proposed scope of work
therefor or (B) a list of possible vendors therefor, and Landlord shall not
unreasonably withhold approval of such proposed scope or vendors. Tenant shall
deliver copies to Landlord of each executed service contract, maintenance
agreement or management agreement within thirty (30) days after the execution
thereof.

10.  Construction of Improvements.  The respective obligations of Landlord
----------------------------                                         
and Tenant with respect to the construction of the building and other
improvements comprising the Demised Premises are set forth on Exhibit "C"
-----------
attached hereto and by reference made a part hereof.

11.  Access and Delivery.  Landlord shall deliver to Tenant, on the first
-------------------                                                 
day of the Move-in Period, actual and exclusive possession of the Demised
Premises, free and clear of all tenancies and occupancies, in conformity with
law, in a safe, dry, clean and tenantable condition and in good order and repair
for the purpose of moving Tenant's equipment, furniture and fixtures into the
Demised Premises, and otherwise readying the Demised Premises for Tenant's
occupancy thereof. For purposes hereof, the term "Rent Commencement Date" shall
mean the date immediately following the last day of the "Move-in Period" (as
hereinafter defined). The "Move-in Period" shall mean the period commencing on
the day which is the later to occur of (a) the day two (2) days after Landlord
has delivered written notice to Tenant of the date of Substantial Completion (as
defined in Exhibit "C" attached hereto), or (b) the date of Substantial
-----------                                                 

-5-

Completion, and ending on the date sixty (60) days thereafter; provided,
however, that the expiration date of the Move-in Period shall be extended on a
day for day basis for each day Tenant is delayed in installing Tenant's
furniture, fixtures or equipment (delays in obtaining Tenant's furniture,
fixtures or equipment shall not result in an extension of the Move-in Period)
because of any delay caused by Landlord, the City of Irving, any other
applicable governmental agencies or authorities or by "Force Majeure" (as
defined in Paragraph 34(n) hereof), including any failure by Landlord to provide
Tenant sufficient access. During the Move-in Period, Tenant shall have
unrestricted access to the Building, Project, and Demised Premises, including
the loading docks and elevators, in common with Landlord's access for the
performance of punch list items. Tenant may, at its expense, inspect the
Project, the Building and the Demised Premises, at any time, and from time to
time, during the construction of the improvements to assure itself that the
improvements are being constructed in accordance with the approved plans and
specifications. Upon Substantial Completion (as defined in Exhibit "C" to this
-----------        
Lease), or at such earlier time as Tenant's activities within the Demised
Premises can commence without unreasonable interference with Landlord's
construction of such improvements, Landlord shall give written notice thereof to
Tenant.  Following receipt of such notice, Tenant may have access to the Demised
Premises for the installation of Tenant's furniture, trade fixtures, signs,
equipment, telephone and other communication systems, and all other work desired
by Tenant and approved by Landlord in writing, which approval shall not be
unreasonably withheld, delayed or conditioned.

12.  Use.  The Demised Premises shall be used solely for general office
---                                                               
purposes and purposes incidental to said use (and for no other purposes
whatsoever), such purposes including but not limited to the following: (i) the
use of photographic reproduction equipment, (ii) the installation and operation
of kitchen, food service and eating appliances and facilities, vending machines,
and other equipment and facilities for use solely by Tenant's employees, agents,
licensees, contractors, vendors and invitees, (iii) the installation and use of
computer and telecommunications facilities, data processing and transmission
equipment, (iv) conference and meeting facilities, (v) call center, (vi)
training, (vii) cashier-related activities, (viii) lending services, (ix)
product demonstration, and (x) other uses typically permitted by landlords to be
made by tenants of similar office space in the Irving, Texas area, all to the
extent permitted by, and in accordance with, applicable laws, ordinances, rules
and regulations of governmental authorities.  Unless and until an Event of
Default has occurred and is continuing, or Landlord has terminated Tenant's
right to possession of the Demised Premises pursuant to Paragraph 26(b)(ii)
hereof, Tenant shall also have the right to display (so long as such display is
permitted by and conducted in accordance with all applicable laws, ordinances,
rules and regulations of governmental authorities) up to three vehicles outside
of the Building in front of the main entrance to the Building, and up to two
vehicles inside the reception area or main lobby of the Building (Landlord
agrees to reasonably cooperate with Tenant, at Tenant's costs, in Tenant's
efforts to obtain any zoning or other variances necessary to display such
vehicles).  The Demised Premises shall not be used for any illegal purpose, nor
in violation of any valid regulation of any governmental body, nor in any manner
to create any nuisance or trespass, nor in any manner to vitiate the insurance
with respect to the Demised Premises.

13.  Insurance.
--------- 
-6-

(a)  From the first day of the Move-in Period and continuing
thereafter throughout the term of this Lease, Tenant will, at its sole expense,
obtain and keep in force (i) "all-risk" coverage insurance (including without
limitation not less than twelve months of rent loss coverage, and including
without limitation flood and earthquake coverage) naming Landlord as an
additional insured and Tenant as their interests may appear and other parties
that Landlord or Tenant may designate as additional insureds in the customary
form in the City of Irving, State of Texas, for buildings and improvements of
similar character, on all buildings and improvements located on the Land, and
(ii) a policy of workers' compensation insurance as required by applicable law.
The amount of such insurance will be not less than the then full replacement
value of the buildings and improvements located on the Land.

(b)  From the date upon which Tenant first enters the Demised Premises
for the installation of its trade fixtures, furniture or other items, and
thereafter throughout the term of this Lease, Tenant will, at its sole expense,
obtain and keep in force commercial general liability insurance with a combined
single limit of not less than Ten Million Dollars ($10,000,000.00) for injury to
or death of any one person, for injury to or death of any number of persons in
one occurrence, and for damage to property, insuring Landlord and Tenant against
any and all liability with respect to the Demised Premises or arising out of the
maintenance, use, or occupancy of the Demised Premises, including without
limitation coverage for contractual liability, broad form property damage, and
non-owned automobile liability. The insurance will insure the performance by
Tenant of the indemnity agreement as to liability for injury to or death of
persons and damage to property set forth in Paragraph 23. The insurance will be
noncontributing with any insurance that may be carried by Landlord and will
contain a provision that Landlord, although named as an insured, will
nevertheless be entitled to recover under the policy for any loss, injury, or
damage to Landlord, its agents, and employees, or the property of such persons.
The limits and coverage of all the insurance will be adjusted by agreement of
Landlord and Tenant during the fifth lease year during the term of this Lease
and on the first day of the First Extended Term and the first day of the Second
Extended Term, if the term of this Lease is so extended, in conformity with the
then prevailing custom of insuring liability in the City of Irving, State of
Texas.

(c)  All insurance required in this Paragraph 13 and all renewals of
it will be issued by companies authorized to transact business in the State of
Texas, and rated at least A Class VIII by Best's Insurance Reports (property
liability) or, if not so rated, approved by Landlord (in Landlord's reasonable
discretion). Landlord hereby agrees and acknowledges that as of the date hereof
Yasuda Fire & Marine Insurance Company of America meets the standards set forth
in the sentence immediately preceding sentence. All insurance policies will
expressly provide that the policies will not be canceled or altered without
thirty (30) days' prior written notice to Landlord and any lender, in the case
of "all-risk" coverage insurance, and to Landlord, in the case of general
liability insurance; and will, to the extent obtainable, provide that no act or
omission of Tenant which would otherwise result in forfeiture or reduction of
the insurance will affect or limit the obligation of the insurance company to
pay the amount of any loss sustained. Tenant may satisfy its obligation under
this Paragraph 13 by appropriate endorsements of its blanket insurance policies.

-7-

(d)  All policies of liability insurance that Tenant is obligated to
maintain according to this Lease (other than any policy of workmen's
compensation insurance) will name Landlord and such other persons or firms as
Landlord specifies from time to time as additional insureds. A certificate of
insurance (together with copies of the endorsements naming Landlord, and any
others specified by Landlord, as additional insureds) will be delivered to
Landlord prior to the date upon which Tenant first enters the Demised Premises
for the installation of its trade fixtures, furniture or other items (or, if
earlier, the first day of the Move-in Period) and at least fifteen (15) days
prior to the expiration of the term of each policy. Tenant shall, within fifteen
(15) days after request by Landlord from time to time, deliver to Landlord a
complete copy of each insurance policy All public liability, property damage
liability, and casualty policies maintained by Tenant will be written as primary
policies, not contributing with and not in excess of coverage that Landlord may
carry. Insurance required to be maintained by Tenant by this Paragraph 13 may be
subject to commercially reasonably deductibles. Tenant will cause all subtenants
to execute and deliver to Landlord a waiver of claims similar to the waiver in
this Paragraph and to obtain such waiver of subrogation rights endorsements.

(e)  Landlord and Tenant hereby waive all rights to recover against
each other and their respective officers, directors, shareholders, partners,
joint venturers, employees, agents and contractors, for any loss or damage
arising from any cause that would be covered by any insurance required to be
carried pursuant to this Paragraph 13 or any other insurance actually carried by
such party, regardless whether such cause is the result of Landlord's or
Tenant's negligent acts or omissions, and regardless whether such insurance is
actually obtained. Landlord and Tenant will cause their respective insurers to
issue appropriate waiver of subrogation rights endorsements to all policies of
insurance carried in connection with the building or the Demised Premises or the
contents of either of them.

14.  Compliance With Laws (Generally).  Tenant will not use or occupy, or
--------------------------------                                    
permit any portion of the Demised Premises to be used or occupied (i) in
violation of any law, ordinance, order, rule, regulation, certificate of
occupancy, or other governmental requirement; or (ii) in any manner or for any
business or purpose that creates risks of fire or other hazards, or that would
in any way violate, suspend or void fire or liability or any other insurance of
any kind at any time carried upon all or any part of the Demised Premises or its
contents. Tenant will comply with all laws, ordinances, orders, rules,
regulations, and other governmental requirements relating to the use, condition,
or occupancy of the Demised Premises, but Tenant shall not be obligated to make
alterations to the structural portions of the foundation, exterior walls, roof
or structural frame of the Building to do so. Notwithstanding the foregoing,
Landlord, at its cost and expense, shall cause the Project, Building and Demised
Premises to comply as of the date of Substantial Completion with all laws and
shall make all alterations necessary to cause the Building, Project and Demised
Premises to so comply if they do not. In addition, during the term of this
Lease, Landlord shall undertake all necessary improvements, repairs, maintenance
or modifications necessary to assure that the structural portions of the
foundation, exterior walls, roof and structural frame of the Building comply
with all laws in effect through the term of the Lease.

15.  Environmental Laws.
------------------ 

(a)  Landlord has caused to be performed a Phase I environmental study
of the Land, and has delivered a copy of the report to Tenant prior to the
Effective Date.  Tenant has 

-8-

reviewed such report. Upon Substantial Completion (as defined in Exhibit "C" to
-----------
this Lease), Landlord shall cause to be performed an updated Phase I
environmental study of the Land, and shall deliver a copy of same immediately
upon receipt to Tenant.

(b)  Effective as of the date of Tenant's initial entry into the
Demised Premises for the purpose of moving Tenant's equipment, furniture and
fixtures into the Demised Premises, and otherwise readying the Demised Premises
for Tenant's occupancy thereof, Tenant agrees to comply with all applicable
laws, ordinances, and regulations (including without limitation consent decrees
and administrative orders) relating to public health and safety and protection
of the environment, including without limitation those statutes, laws,
regulations, and ordinances identified in subparagraph (i) below, all as amended
and modified from time to time (collectively, "Environmental Laws"); provided
that Landlord shall cause the Project to comply with Environmental Laws as of
the first day of the Move-in Period and shall be responsible, without cost or
expense to Tenant, for removing all environmental hazards existing on the
Project as of the first day of the Move-in Period (except those placed on the
Project by Tenant) or placed on the Project by Landlord.

(c)  Tenant will not, during the term of this Lease, permit to occur
any release, generation, manufacture, storage, treatment, transportation, or
disposal of "Hazardous Material," as that term is defined in subparagraph (i)
below, on, in, under, or from the Demised Premises. However, the preceding
sentence shall not prohibit the use, storage, maintenance and handling within,
and the transportation to and from, the Demised Premises of substances
customarily used in the operation of a first class office building, including
the incidental uses permitted hereunder, provided: (i) all such substances shall
be used, stored and maintained only in such quantities as are reasonably
necessary for such permitted use of the Demised Premises and the ordinary course
of Tenant's business therein, and only in strict accordance with applicable
Environmental Laws, the highest prevailing standards of use, storage,
maintenance, handling and transportation, and the manufacturer's instructions
therefor; (ii) such substances shall not be disposed of, released or discharged
on the Demised Premises, and shall be transported to and from the Demised
Premises in compliance with all applicable Environmental Laws; and (iii) any
remaining such substances shall be completely, properly and lawfully removed
from the Demised Premises upon the expiration or earlier termination of this
Lease.

(d)  Tenant shall promptly notify Landlord (promptly after Tenant
becomes aware) of: (i) any enforcement, cleanup or other regulatory action taken
or threatened by any governmental or regulatory authority against Tenant or the
Demised Premises with respect to the presence of any Hazardous Material on the
Demised Premises or the migration thereof from or to other property, (ii) any
demands or claims made or threatened against Tenant by any party relating to any
loss or injury resulting from any Hazardous Material on the Demised Premises,
(iii) any release, discharge or non-routine, improper or unlawful disposal or
transportation of any Hazardous Material on or from the Demised Premises or in
violation of this Paragraph of which Tenant has actual knowledge, and (iv) any
other matters where Tenant is required by Environmental Laws to give a notice to
any governmental or regulatory authority respecting any Hazardous Material on
the Demised Premises. Landlord shall have the right (but not the obligation) to
join and participate, as a party, in any legal proceedings or actions affecting
the Demised Premises initiated in connection with any Environmental Laws. At
such times as Landlord may reasonably request, Tenant shall provide Landlord
with a written list, certified to

-9-

be true and complete, identifying any Hazardous Material then used, stored, or
maintained upon the Demised Premises, the use and approximate quantity of each
such material, a copy of any material safety data sheet issued by the
manufacturer therefor, and such other information as Landlord may reasonably
require or as may be required by Environmental Laws.

(e)  If any Hazardous Material is released, discharged or disposed of
by Tenant or any person or entity claiming by, through or under Tenant (such as,
but not limited to, sublessees, assignees, and licensees), or their respective
employees, agents, contractors, invitees or visitors (collectively, the "Tenant
Parties"), on or about the Demised Premises during the term of this Lease in
violation of the foregoing provisions, Tenant shall immediately, properly and in
compliance with applicable Environmental Laws clean up and remove the Hazardous
Material from the Demised Premises and any other affected property and clean or
replace any affected personal property (whether or not owned by Landlord), at
Tenant's expense. Such clean up and removal work shall be subject to Landlord's
prior written approval (except in emergencies), and shall include, without
limitation, any testing, investigation, and the preparation and implementation
of any remedial action plan required by any court or governmental body having
jurisdiction. Landlord shall be responsible for the remediation, without cost or
expense to Tenant, of any release, discharge, or disposal of any Hazardous
Material existing on the Project as of the first day of the Move-in Period
(except those placed on the Project by all or any one or more of the Tenant
Parties), or placed on the Project at any time by Landlord, or its employees,
agents, contractors, licensees, invitees or visitors. Notwithstanding the
foregoing to the contrary, (i) Tenant, and not Landlord, shall be responsible
during the term of this Lease for the proper disposal of all Hazardous Materials
existing on the Project as of the first day of the Move-in Period which are (x)
either identified on the Building Plans (as such term is defined on Exhibit "C"
-----------
attached hereto) and incorporated into the Project as contemplated thereby or as
are otherwise commonly legally used (in such amounts as are commonly legally
used) in the operation of first class office projects similar to the Project,
and (y) are used in the operation of the Project (by way of example and not of
limitation, Tenant shall be responsible for the proper disposal of all
fluorescent tubes, notwithstanding that such fluorescent tubes were installed by
Landlord as part of the construction, or reconstruction following a Casualty or
taking, of the Demised Premises); and (ii) to the extent that this Paragraph
15(e) imposes on Landlord the obligation to remediate, remove, or dispose of any
Hazardous Material identified on the Building Plans and incorporated into the
Project as contemplated thereby or as are otherwise commonly legally used (in
such amounts as are commonly legally used) in the construction of first class
office projects similar to the Project and incorporated into the Project,
Landlord shall have no obligation to remediate, remove, or dispose of such
Hazardous Material under this Paragraph 15(e) unless and until such remediation,
removal or disposal of such particular Hazardous Material is required by
applicable law. If any Hazardous Material is released, discharged or disposed of
on or about the Demised Premises subsequent to the commencement of the Move-in
Period during the term of this Lease other than by the Tenant Parties or by
Landlord, and remediation, removal or disposal of such particular Hazardous
Material is required by applicable law, Landlord shall remediate, remove, or
dispose of such Hazardous Material (provided, however, that Landlord may elect,
in Landlord's sole discretion, to pursue claims against the party or parties
responsible or potentially responsible for such release, discharge, disposal,
for such party or parties to remediate, remove or dispose of such Hazardous
Material, and Landlord shall have no obligation to remediate, remove or dispose
of such Hazardous Material so long as Landlord is diligently pursuing such
claims), and the cost of such 

-10-

remediation, removal and disposal [which shall include, without limitation,
transportation and storage costs, testing, investigation, the preparation and
implementation of any remedial action plan required by any court or governmental
body having jurisdiction, and the costs and expenses (including without
limitation attorneys' and experts fees and expenses and fees and expenses
incurred in investigating, defending, or prosecuting any release, discharge,
disposal, claim or proceeding) of pursuing claims against the party or parties
responsible or potentially responsible for such release, discharge, or disposal
or for the remediation, removal or disposal of such Hazardous Material,
including without limitation claims for the remediation, removal or disposal of
such Hazardous Material by such party or parties, and claims for damages,
penalties, losses, costs, disbursements, and expenses of any kind (including
without limitation attorneys' and experts fees and expenses and fees and
expenses incurred in investigating, defending, or prosecuting any claim or
proceeding)] shall (after reduction for amounts collected from third parties) be
shared equally by Landlord and Tenant, and Tenant will within ten (10) days
after demand, from time to time during or following such remediation, removal or
disposal, reimburse Landlord in an amount equal to one half of the costs and
expenses incurred by Landlord in connection with such remediation, removal or
disposal through the date set forth in Landlord's demand, less the amount, if
any, previously reimbursed by Tenant to Landlord on account of such remediation,
removal or disposal.

(f)  Landlord will have the right, upon no less than ten (10) days
advance written notice to Tenant (no advance notice shall be required if an
Event of Default has occurred and is continuing, or Landlord has terminated
Tenant's right to possession of the Demised Premises pursuant to Paragraph
26(b)(ii) hereof), to conduct environmental audits of the Demised Premises, and
Tenant will cooperate in the conduct of those audits. The audits will be
conducted by a consultant of Landlord's choosing, and if a violation of any of
Tenant's warranties, representations, or covenants contained in this Paragraph
15 is discovered, the fees and expenses of such consultant will be borne by
Tenant and will be paid as additional rent under this Lease on demand by
Landlord. Except as provided in the sentence immediately preceding this
sentence, the fees and expenses of such consultant will be borne by Landlord.

(g)  In the event of any breach or failure to comply with any of
Tenant's warranties, representations or covenants set forth in this Paragraph
15, Landlord may cause the removal (or other cleanup acceptable to Landlord) of
any Hazardous Material from the Demised Premises, upon Tenant's failure to do so
within thirty (30) days after Tenant's receipt of Landlord's written request
therefor. The costs of Hazardous Material removal and any other cleanup
(including without limitation transportation and storage costs) resulting from a
breach or failure to comply with any of Tenant's warranties, representations, or
covenants contained in this Paragraph 15 will be additional rent under this
Lease, whether or not a court has ordered the cleanup, and those costs will
become due and payable within thirty (30) days after written demand by Landlord.
Tenant will give Landlord, its agents, and employees access to the Demised
Premises to remove or otherwise clean up any Hazardous Material. Except as
expressly provided in Paragraphs 15(b), (e) and (j) of this Lease, Landlord has
no affirmative obligation to remove or otherwise clean up any Hazardous
Material, and this Lease will not be construed as creating any such obligation.

(h)  Tenant agrees to indemnify, defend (with counsel reasonably
acceptable to Landlord and at Tenant's sole cost), and hold Landlord and
Landlord's partners and their

-11-

respective affiliates, shareholders, directors, officers, employees, and agents
free and harmless from and against all losses, liabilities, obligations,
penalties, claims, litigation, demands, defenses, costs, judgments, suits,
proceedings, damages (excluding consequential damages), disbursements, or
expenses of any kind (including without limitation attorneys' and experts fees
and expenses and fees and expenses incurred in investigating, defending, or
prosecuting any litigation, claim, or proceeding) that may at any time be
imposed upon, incurred by, or asserted or awarded against Landlord or any of
them in connection with or arising from or out of:

(1) any misrepresentation, inaccuracy, or breach of any of Tenant's
warranties, covenants or agreements contained or referred to in this Paragraph
15;

(2) any violation or claim of violation by Tenant of any Environmental
Law; or

(3) the imposition of any lien for the recovery of any costs for
environmental cleanup or other response costs relating to the release or
threatened release of Hazardous Material in connection with or arising from or
out of any of the matters set forth in (1) or (2) above.

This indemnification is the personal obligation of Tenant and will survive
termination of this Lease.

(i) For purposes of this lease, "Hazardous Material" means:

(1) "hazardous substances" or "toxic substances" as those terms are
defined by the Comprehensive Environmental Response, Compensation, and Liability
Act (CERCLA), 42 U.S.C. (S) 9601, et seq., or the Hazardous Materials
Transportation Act, 419 U.S.C. (S) 1802, both as amended to this date and as
amended after this date;

(2) "hazardous wastes", as that term is defined by the Resource
Conservation and Recovery Act (RCRA), 42 U.S.C. (S) 6902, et seq., as amended to
this date and as amended after this date;

(3) any pollutant, contaminant, or hazardous, dangerous, or toxic
chemical, material, or substance within the meaning of any other applicable
federal, state, or local law, regulation, ordinance, or requirement (including
without limitation consent decrees and administrative orders) relating to or
imposing liability or standards of conduct concerning any hazardous, toxic, or
dangerous waste, substance or material, all as amended to this date or as
amended after this date;

(4) crude oil or any fraction of it that is liquid at standard
conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds
per square inch absolute);

(5) any radioactive material, including without limitation any source,
special nuclear, or by-product material as defined at 42 U.S.C. (S) 2011, et
seq., as amended to this date or as amended after this date;

-12-

(6) asbestos in any form or condition; and

(7) polychlorinated biphenyls (PCB's) or substances or compounds
containing PCB'S.

(j) Landlord hereby warrants and represents to Tenant that, as of the
Effective Date and the date of Substantial Completion (as defined in Exhibit "C"
-----------
to this Lease), to the best of Landlord's knowledge, but without investigation
or inquiry, the Project is and shall be free from Hazardous Materials, except
for those Hazardous Materials identified in the Phase I environmental study of
the Land delivered to Tenant prior to the Effective Date and except for those
Hazardous Materials identified on the Building Plans and incorporated into the
Project as contemplated thereby or as are otherwise commonly legally used (in
such amounts as are commonly legally used) in the construction or operation of
first class office projects similar to the Project.  Landlord agrees to
indemnify, defend, and hold Tenant and Tenant's affiliates, shareholders,
directors, officers, employees, and agents free and harmless from and against
all losses, liabilities, obligations, penalties, claims, litigation, demands,
defenses, costs, judgments, suits, proceedings, damages (excluding consequential
damages), disbursements, or expenses of any kind (including without limitation
attorneys' and experts fees and expenses and fees and expenses incurred in
investigating, defending, or prosecuting any litigation, claim, or proceeding)
that may at any time be imposed upon, incurred by, or asserted or awarded
against Tenant or any of the foregoing parties in connection with or arising
from or out of a breach of the foregoing warranty or a breach of Landlord's
obligations and covenants under this Paragraph 15.

16.  Repairs and Maintenance.
----------------------- 

(a) By Landlord.  Landlord shall be responsible for correcting or
-----------                                                  
curing any defect or deficiency in the initial construction of the Building and
improvements comprising the Demised Premises, provided that written notice of
such defect or deficiency has been provided to Landlord by Tenant within two (2)
years after Landlord shall have given written notice to Tenant that the Demised
Premises are substantially completed; provided further, however, that the
correction or cure of such defect or deficiency shall be at Tenant's cost if the
correction or cure of such defect or deficiency would have been covered by a
warranty or guaranty from the contractor, subcontractor, supplier, or
manufacturer with respect to any such item but for the actions of Tenant,
Tenant's agents, contractors or employees resulting in such warranty or guaranty
being unenforceable or void as to the correction or cure of such defect or
deficiency.  In addition to the foregoing, Tenant shall notify Landlord from
time to time when repairs, restorations, or replacements to the structural
portions of the foundation, exterior walls, structural frame and roof are
necessary, and Landlord shall, within sixty (60) days after such notice and at
its sole cost and expense (unless caused by the gross negligence or willful
misconduct of Tenant, its agents, contractors or employees), make all necessary
repairs, restorations, and replacements to the structural portions of the
foundation, exterior walls, structural frame and roof.  During any time
warranties are in effect Landlord may cause such work to be performed by
enforcing such warranties.

(b) By Tenant.  Except as expressly provided in subparagraph (a) of
---------                                                      
this Paragraph 16, and except as provided in Paragraph 29(e), Tenant will, at
its sole cost and expense, (i) in the event Tenant elects not to self-manage the
Project, hire a company 

-13-

experienced in the management and maintenance of facilities similar to the
Project (approved by Landlord, which approval Landlord shall not unreasonably
withhold, condition or delay, and which approval shall be deemed granted if
Landlord fails to respond to a written request therefor within twenty (20) days;
Landlord hereby approves Washington Group International for all purposes in
connection with this Lease as a management company), to manage and maintain the
Project (the contract with such company shall provide for the contract to
terminate on the date (the "Applicable Date") which is the earlier of the
Recapture Date (as defined in Paragraph 29(e) hereof), the last day of the term
of this Lease, and the day Landlord terminates Tenant's right to possession of
the Demised Premises pursuant to Paragraph 26(b)(ii) hereof), and (ii) take care
of and maintain the Project in first class order, repair and operating condition
and make repairs, restorations, and replacements to the Project, including
without limitation the heating, ventilating, air conditioning, mechanical,
electrical, elevator, and plumbing systems, structural roof, walls, and
foundations, paving, curbs, landscaping, and the fixtures and appurtenances to
the Project as and when needed to preserve them in good working order and
condition and as required by Article IX of the Declaration and regardless of
whether the repairs, restorations, and replacements are ordinary or
extraordinary, foreseeable or unforeseeable, capital or non-capital, or the
fault or not the fault of Tenant, its agents, employees, invitees, visitors, or
contractors, but not to the extent caused by the negligence or intentional
misconduct of Landlord, its employees, agents or licensees. Tenant agrees to
keep and maintain in full force and effect, from the first day of the Move-in
Period and continuing thereafter throughout the term of this Lease, at Tenant's
sole expense, a maintenance contract with a reputable heating and air
conditioning contractor with respect to the heating and air conditioning
equipment servicing the Project. Such contract shall provide for service to be
rendered on a regular periodic basis, shall provide for the contract to
terminate on the Applicable Date. Tenant shall deliver to Landlord written
evidence of such service contract upon request of Landlord. All repairs,
restorations, and replacements by Tenant hereunder will be in quality and class
equal to the original work or installations. If Tenant fails to make repairs,
restorations, or replacements within thirty (30) days after receipt of written
notice from Landlord of the need therefor, Landlord may thereafter make them at
the expense of Tenant and the expense will be collectible as additional rent to
be paid by Tenant within thirty (30) days after its receipt of a valid invoice
therefor.

17.  Alterations.  Tenant will not make any alterations, additions, or
-----------                                                      
improvements to the Demised Premises without Landlord's prior written consent
(which consent shall not be unreasonably withheld, conditioned or delayed, and
which shall be deemed granted if Landlord fails to respond to a written request
therefor within twenty (20) days); provided, however, Landlord's prior written
consent will not be necessary for (i) any alteration (including without
limitation any non-structural or decorative alteration not permitted under
clause (ii) hereof), addition, or improvement (which shall include any related
series of alterations, additions or improvements) costing less than $100,000, or
(ii) any interior painting, wallpapering, recarpeting, or other flooring, or
moving of electric outlets, provided and on the condition that such alteration,
addition or improvement under either (i) or (ii):

(a) does not affect the Building systems, including without limitation
the heating, ventilating, air conditioning, mechanical, electrical and plumbing
systems;

(b) does not materially diminish the value of the improvements in the
applicable portion of the Demised Premises;

-14-

(c) does not adversely change the general character of the Demised
Premises, or reduce the fair market value of the Demised Premises below its fair
market value prior to the alteration, addition, or improvement;

(d) is made with due diligence, in a good and workmanlike manner, and
in compliance with the laws, ordinances, orders, rules, regulations,
certificates of occupancy, or other governmental requirements;

(e) is promptly and fully paid for by Tenant; and

(f) if necessary, except for decorative changes, and moving of
electric outlets, permitted under (ii) above, is made under the supervision of
an architect or engineer reasonably satisfactory to Landlord (Landlord hereby
agreeing that Landlord's Architect (as defined on Exhibit "C" hereto) shall be
-----------                 
deemed a satisfactory architect for all purposes under this Paragraph 17) and in
accordance with plans and specifications approved by Landlord, which approval
shall not be unreasonably withheld, conditioned or delayed.

Tenant will not be obligated to remove any improvements made by Landlord
pursuant to Exhibit "C".  In addition, Tenant shall not be obligated to remove
-----------                                                       
any alterations, additions, fixtures, or improvements made in or upon the
Demised Premises by Tenant, unless (a) such alterations, additions, fixtures or
improvements are not in keeping with the character of the Building and typically
installed in buildings in Irving, Texas, and (b) Landlord notifies Tenant, in
Landlord's written consent delivered to Tenant with respect to the installation
of such alterations, additions or improvements, that such alterations, additions
and improvements are to be removed at the termination of this Lease, in which
event Tenant shall also restore, at its sole cost and expense, at the
termination of this Lease, the affected portion of the Demised Premises to its
condition prior to the installation of such alterations, additions and
improvements, normal wear and tear excepted.  If Tenant is not required to
remove such alterations, additions and improvements, such alterations, additions
and improvements will immediately become Landlord's property and at the end of
the term of this Lease will remain on the Demised Premises without compensation
to Tenant.  Even if Landlord's consent is not required for any alteration,
addition or improvement, Tenant shall give Landlord prior notice of any such
alteration, addition or improvement or related series of alterations, additions
or improvements costing over $25,000.00, and upon completion thereof (other than
decorations), Tenant shall deliver to Landlord three (3) copies of the "as-
built" plans therefor (if any).

18.  End of Term.  At the end of the term of this Lease, Tenant will
-----------                                                    
surrender the Demised Premises in good order and condition, ordinary wear and
tear, casualty and condemnation excepted.  Tenant may remove from the Demised
Premises Tenant's trade fixtures, equipment, and movable furniture in the
Demised Premises, whether or not the trade fixtures or equipment are fastened to
the Building.  Tenant will fully repair any damage occasioned by the removal of
any trade fixtures, equipment, and furniture.  All trade fixtures, equipment,
and furniture not so removed will conclusively be deemed to have been abandoned
by Tenant and may be appropriated, sold, stored, destroyed, or otherwise
disposed of by Landlord without notice to Tenant or to any other person and
without obligation to account for them.  Tenant will pay Landlord all expenses
incurred in connection with Landlord's disposition 

-15-

of such property, including without limitation the cost of repairing any damage
to the Building or Demised Premises caused by removal of the property. Tenant's
obligation to observe and perform this covenant will survive the expiration or
termination of this Lease.

19.  Damage and Destruction.
---------------------- 

(a)  If the Demised Premises are damaged by fire or any other cause (a
"Casualty"), Tenant shall give Landlord prompt written notice thereof, and this
Lease shall not terminate and such damaged portion of the Demised Premises shall
be repaired or rebuilt as set forth in Paragraph 19(b), unless this Lease is
terminated as provided in this Paragraph 19(a).  If the Demised Premises are (i)
damaged to such an extent that repairs cannot, in Landlord's reasonable
judgment, be completed within two hundred seventy (270) days after the date
Tenant's notice to Landlord with respect to the Casualty (if Landlord so
determines that the repairs cannot be completed within such two hundred seventy
(270) day period, Landlord shall give Tenant notice of such determination within
forty five (45) days after the date of Tenant's notice to Landlord with respect
to the Casualty), or (ii) damaged (to the extent of twenty five percent (25%) or
more of the rentable area of the Demised Premises determined according to BOMA
Standards as defined on Exhibit "C" hereto) or destroyed during the last
-----------                                     
eighteen (18) months of the term of this Lease (as the same may have been
extended; provided, however, that if one or more unexercised options to extend
the term of this Lease then exist, and such Casualty occurs at least fourteen
(14) months and not more than eighteen (18) months prior to the expiration of
the term of this Lease, then Tenant shall have the right to extend the term of
this Lease as provided in Exhibit "E" hereto by giving the written Exercise
-----------                                      
Notice (as defined in Exhibit "E") to Landlord within thirty (30) days after the
-----------                                               
Casualty, whereupon the term of the Lease for purposes of applying this
Paragraph 19(a)(ii) to such Casualty shall be deemed to be the term as so
extended), then and in any such event Landlord may at its option terminate this
Lease by notice in writing to the Tenant within forty five (45) days after the
date of Tenant's notice to Landlord with respect to the Casualty.  If the
Demised Premises are damaged to such an extent that repairs cannot, in
Landlord's judgment, be completed within two hundred seventy (270) days after
the date of Tenant's notice to Landlord with respect to the Casualty or if the
Demised Premises are substantially damaged during the last eighteen (18) months
of the term of this Lease, then in either such event Tenant may elect to
terminate this Lease by notice in writing to Landlord within forty five (45)
days after the date of Tenant's notice to Landlord with respect to the Casualty.
If the Lease is terminated by either party pursuant to this Paragraph 19(a), the
termination shall be effective as of the date of the Casualty and the rent shall
abate from that date, and any rent paid for any period beyond such date shall be
refunded to Tenant.

(b)  If this Lease is not terminated as provided in Paragraph 19(a), then
Landlord shall, at its sole cost and expense (except to the extent Tenant failed
to comply with Tenant's insurance obligation under Paragraph 13(a), in which
event Tenant shall pay to Landlord the entire amount that would have been paid
under the insurance required by Paragraph 13(a)), restore the Demised Premises
as speedily as practical, but in any event within two hundred seventy (270) days
after the date of Tenant's notice to Landlord with respect to the Casualty;
provided, however, Landlord's obligation shall be limited to the work and
improvements which were originally performed or installed at Landlord's expense
as described in Exhibit "C" attached hereto.  During the restoration period, a
-----------                                                   
just and proportionate part of the rent shall abate for the period during which
the Demised Premises or a portion thereof are not suitable for Tenant's business
needs.  If 

-16-

the cost of performing such repairs exceeds the actual proceeds of insurance
paid or payable to Landlord on account of such Casualty, Landlord may terminate
this Lease unless Tenant, within forty five (45) days after demand therefor,
deposits with Landlord a sum of money sufficient to pay the difference between
the cost of repair and the proceeds of the insurance available to Landlord for
such purpose.

(c) If Landlord, subject to Force Majeure and subject to delays caused by
Tenant, does not restore the Demised Premises as required in Paragraph 19(b)
within the time period therein set forth, Tenant may terminate this Lease at any
time thereafter [and rent shall be abated as of the date of termination (and as
of the date of the Casualty with respect to the damaged portion)], prior to the
date such restoration is substantially completed, provided (i) Tenant gives
Landlord not less than thirty (30) days prior written notice, and (ii) Landlord
does not complete the restoration during such thirty (30) day period.

20. Condemnation.
------------ 

(a) Total Taking.  If, by exercise of the right of eminent domain or
------------                                                    
by conveyance made in response to the threat of the exercise of such right (in
either case a "taking"), all of the Demised Premises are taken, or if so much of
the Demised Premises are taken that the Demised Premises (even if the
restorations described in Paragraph 20(b) were to be made) cannot be used by
Tenant for the purposes for which they were used immediately before the taking,
this Lease will end on the earlier of the vesting of title to the Demised
Premises in the condemning authority or the taking of possession of the Demised
Premises by the condemning authority (in either case the "ending date").  If
this Lease ends according to this Paragraph 20(a), prepaid rent will be
appropriately prorated to the ending date.  The award in a taking subject to
this Paragraph 20(a) will be allocated according to Paragraph 20(c).

(b) Partial Taking.  If, after a taking, enough of the Demised
--------------                                            
Premises remains that can be used for substantially the same purposes for which
they were used immediately before the taking, as reasonably determined by
Tenant:

(1) this Lease will end on the ending date as to the part of the
Demised Premises which is taken;

(2) beginning on the day after the ending date, Base Rent for so
much of the Demised Premises as remains will be reduced in the proportion of the
rentable area of the Demised Premises remaining after the taking to the rentable
area of the Demised Premises before the taking (both determined according to
BOMA Standards as defined on Exhibit "C" hereto) and any prepaid rent will be
-----------                                     
appropriately prorated;

(3) Landlord shall, at its sole cost and expense, restore the
Demised Premises as speedily as practical but in any event within two hundred
seventy (270) days after the taking; provided, however, Landlord's obligation
shall be limited to the work and improvements which were originally performed or
installed at Landlord's expense as described in Exhibit "C" attached hereto (if
-----------                    
the cost of performing such repairs exceeds the actual condemnation proceeds
paid or payable to Landlord on account of such Taking, Landlord may terminate
this Lease unless Tenant, within forty five (45) days after demand therefor,
deposits 

-17-

with Landlord a sum of money sufficient to pay the difference between the cost
of repair and the condemnation proceeds available to Landlord for such purpose).
If Landlord, subject to Force Majeure and subject to delays caused by Tenant,
does not restore the Demised Premises as required in this Paragraph 20(b)(3)
within the time period herein set forth, Tenant may terminate this Lease at any
time thereafter [and rent shall be abated as of the date of termination (and as
of the date of the taking with respect to the affected portion)], prior to the
date such restoration is substantially completed, provided (i) Tenant gives
Landlord written notice of such termination after the date Landlord was required
to have completed such restoration and prior to the date such restoration is
substantially completed, and (ii) Landlord does not complete the restoration
within thirty (30) days after Tenant's notice subject to Force Majeure and
subject to delays caused by Tenant.

(4) Landlord will keep the balance of the award remaining after
payment of the costs and expenses of Landlord's restoration pursuant to
Paragraph 20(b)(3).  In addition, if more than twenty-five percent (25%) of the
parking spaces on the Demised Premises are subject to a taking and all such
taken parking spaces are not permanently replaced by Landlord with reasonably
comparable spaces on or adjacent to the Project within two hundred seventy (270)
days from the date of the taking, or if a taking of a portion of the Demised
Premises results in access to the Demised Premises being materially adversely
affected and the Demised Premises cannot be restored, within two hundred seventy
(270) days from the date of the taking, to a condition where access to the
Demised Premises is not materially adversely affected, Tenant shall have the
right to terminate this Lease.

(c) Allocation of Award.  Tenant shall have no claim against Landlord or
-------------------                                              
against the condemning authority for the value of any leasehold estate or for
the value of the unexpired term of this Lease.  All compensation awarded or paid
to Landlord upon a total or partial taking of the Demised Premises shall belong
to and be the property of Landlord without any participation by Tenant.  Nothing
herein shall be construed to preclude Tenant from prosecuting any claim directly
against the condemning authority for loss of business, for damage to, and cost
of removal of, trade fixtures, furniture and other personal property belonging
to Tenant, and for the unamortized cost of leasehold improvements to the extent
same were installed at Tenant's expense; provided, however, that no such claim
shall diminish or adversely affect Landlord's award.

21. Subordination; Non-Disturbance; Title.
------------------------------------- 

(a) Existing Security Deeds or Underlying Leases.  Landlord represents
--------------------------------------------                      
and warrants to Tenant that as of the date Landlord acquires fee simple title to
the Land, the Land is (or will be) free and clear of any mortgages, deeds to
secure debt, deeds of trust or other such financing instruments (each a
"Security Deed") or any ground or underlying leases.

(b) Subordination.  This Lease shall be prior to all Security Deeds or
-------------                                                     
ground or underlying leases affecting the Land.  Tenant agrees that upon request
from the Landlord, from the holder or proposed holder of any Security Deed or
from the lessor or proposed lessor under any underlying ground lease, Tenant
shall execute a subordination, nondisturbance and attornment agreement ("non-
disturbance agreement") in form reasonably acceptable to Tenant subordinating
this Lease to the interest of such holder or lessor and their respective heirs,

-18-

successors and assigns. The holder of any such Security Deed or the lessor under
any such underlying ground lease shall agree in such non-disturbance agreement
that, so long as there exists no Event of Default, such holder or lessor or any
person or entity acquiring the interest of the Landlord under this Lease as a
result of the enforcement of such Security Deed or ground lease or deed in lieu
thereof (the "Successor Landlord") shall not terminate this Lease nor take any
action to disturb Tenant's possession of the Demised Premises during the
remainder of the term of this Lease and any extension or renewal thereof, and
the Successor Landlord shall recognize all of Tenant's rights under this Lease,
despite any foreclosure, lease termination or other action by such holder or
ground lessor, including, without limitation, the taking of possession of the
Demised Premises or any portion thereof by the Successor Landlord or the
exercise of any assignment of rents by the holder or ground lessor. In any such
non-disturbance agreement, Tenant shall agree to give the holder of the Security
Deed (or, in the case of an underlying lease, the lessor thereunder) notice of
defaults by Landlord hereunder (but only to the address previously supplied to
Tenant in writing) and time periods to cure such defaults which are thirty (30)
days in addition to those granted to Landlord hereunder (which time period shall
run from and after such notice is given to such holder or lessor), except that
Tenant may exercise abatement rights and offset rights pending such cure, and
Tenant shall further agree that any Successor Landlord shall not be liable for
any accrued obligation of the former landlord, or for any act or omission of the
former landlord, nor be subject to any counterclaims which shall have accrued to
Tenant against the former landlord prior to the date upon which such party shall
become the owner of the Demised Premises (but the foregoing shall not excuse
such Successor Landlord from such Successor Landlord's failure to comply with
the terms of this Lease subsequent to succeeding to the interest of Landlord
under this Lease or limit Tenant's rights under Paragraph 34(t) of this Lease,
provided that (i) the applicable holder or ground lessor was provided written
notice under Paragraph 34(t) of the Event of Default by Landlord prior to the
date such Successor Landlord became the owner of the Demised Premises (and after
the giving of such notice such holder or ground lessor was given the notices and
copies required under Paragraph 34(t) in accordance with Section 34(t)), and
(ii) the applicable holder or ground lessor (Successor Landlord after the date
such Successor Landlord became the owner of the Demised Premises) was provided
with all the notices and copies required under Section 34(t) in accordance with
Section 34(t)). Such non-disturbance agreement shall also provide for the
attornment by Tenant to the Successor Landlord and shall provide that such
Successor Landlord shall not be (a) subject to any offsets which the Tenant
might have against the former landlord (except for the limited right of offset
set forth in Paragraph 34(t) hereof and any abatement of rent provided for in
this Lease); or (b) bound by any Base Rent or any other payments which the
Tenant under this Lease might have paid for more than one (1) month in advance
to any former landlord under this Lease; or (c) bound by any amendment or
modification of this Lease made without the ground lessor's or holder's prior
written consent; or (d) bound by any consent by the Landlord under this Lease to
any assignment of the Tenant's interest in this Lease or any subletting of the
Demised Premises made without also obtaining the lessor's or holder's prior
written consent (which consent shall be subject to the standards and limitations
set forth in Paragraph 29 as if "Landlord" in such standards and limitations
referred to such lessor or holder). Landlord will join in the signing of the 
non-disturbance agreement, and such non-disturbance agreement will be in the
form suitable for recording in the deed records of Dallas County, Texas.

(c) Election by Mortgagee.  If the holder of any Security Deed or any
---------------------                                            
lessor under a ground or underlying lease elects to have this Lease superior to
its Security Deed or lease 

-19-

and signifies its election in the instrument creating its lien or lease or by
separate instrument recorded in connection with or prior to a foreclosure, or in
the foreclosure deed itself, then this Lease shall be superior to such Security
Deed or lease.

(d) Title.  Tenant represents and warrants to Landlord that as of the
-----                                                            
date of this Lease, Tenant has a valid agreement ("Purchase Contract") to
acquire fee simple title to the Land.  Simultaneously with the execution of this
Lease, Landlord and Tenant and the seller under the Purchase Contract shall
enter into the agreement ("Assignment Agreement") attached hereto as Exhibit "J"
-----------
and by reference made a part hereof with respect to the Purchase Contract and
the rights of Landlord and Tenant to purchase the Land thereunder.  The parties
acknowledge that the obligations of the parties hereto are conditioned upon the
execution of the Assignment Agreement and the acquisition of the Land by
Landlord on or before September 19, 2001.  In the event Tenant has assigned the
Purchase Contract to Landlord in accordance herewith but the Land is not
acquired by Landlord on or before September 19, 2001, Tenant may elect by notice
given to Landlord at any time thereafter prior to the acquisition of the Land by
Landlord to terminate this Lease.  The Land shall be acquired subject only to
those exceptions set forth on Exhibit "G" attached hereto and by reference made
-----------                                      
a part hereof, any loan which is subject to this Lease, any loan with respect to
which the holder has executed a non-disturbance agreement in accordance with the
provisions of Paragraph 21(b) of this Lease, such matters as do not affect the
priority of this Lease or the use of the Premises for office purposes, and such
other matters as may be consented to by Tenant, which consent Tenant shall not
unreasonably withhold, condition or delay.  In the event the Land is not
acquired by Landlord on or before September 19, 2001, Landlord may elect by
notice given to Tenant at any time thereafter prior to the acquisition of the
Land by Landlord to terminate this Lease.

22.  Landlord's Access.  Landlord, its agents, employees, and contractors
-----------------                                                   
may enter the Demised Premises at any time in response to an emergency, and
otherwise only with Tenant's consent and only during reasonable business hours
and only upon no less than 24 hours advance notice (so that Tenant, if Tenant so
desires, may provide an employee, agent or representative of Tenant to accompany
Landlord during such entry), in order to (a) inspect the Demised Premises to
confirm Tenant's compliance with its obligations under this Lease, (b) exhibit
the Demised Premises to prospective purchasers, lenders, or tenants (but with
respect to prospective tenants, only during the final twelve (12) months of the
term of this Lease or at any time after an Event of Default), (c) post notices
of nonresponsibility or similar notices, or (d) make repairs which this Lease
requires Landlord to make; however, all work will be done as promptly as
reasonably possible and so as to cause as little interference to Tenant as
reasonably possible.  So long as Landlord exercises such right of entry so as to
cause as little interference to Tenant as reasonably possible, Tenant waives any
claim on account of any injury or inconvenience to Tenant's business,
interference with Tenant's business, loss of occupancy or quiet enjoyment of the
Demised Premises, or any other loss occasioned by the entry (except to the
extent of Landlord's negligence or willful misconduct, or that of its employees,
agents, contractors and licensees).  Landlord will at all times have a key with
which to unlock all of the doors in the Demised Premises (excluding Tenant's
vaults, safes, and similar areas designated in writing by Tenant in advance).
Landlord will have the right to use any means Landlord may deem reasonably
necessary to open doors in and to the Demised Premises in an emergency in order
to enter the Demised Premises.  Notwithstanding anything to the contrary herein,
Tenant may, by prior written notice to Landlord, designate portions of the
Demised Premises as "secure"

-20-

areas which shall not be accessible to Landlord without Tenant's consent except
in case of emergency and except to the extent Landlord is required to have
access thereto by applicable fire code or other applicable law. Tenant shall
also have the right to install and operate, at Tenant's expense, a separate
security system for the Demised Premises, and shall be allowed to restrict
access in any reasonable manner to the Demised Premises and the parking area;
provided that Tenant shall provide Landlord with an access card, key,
combination, code or other information or object necessary to permit Landlord to
gain access to the Demised Premises pursuant to this Paragraph 22 using such
security system.

23.  Indemnification, Waiver and Release.
----------------------------------- 

(a) Tenant's Indemnification.  Except to the extent caused by
------------------------                                 
Landlord, its agents, employees, contractors or representatives, Tenant will
indemnify Landlord and its partners and their respective agents and employees
against, and hold Landlord and its partners and their respective agents and
employees harmless from, any and all demands, claims, causes of action, fines,
penalties, damages (including without limitation consequential damages), losses,
liabilities, judgments, and expenses (including without limitation attorneys'
fees and court costs) incurred in connection with or arising from:

(1) the use or occupancy of the Demised Premises by Tenant or any
person claiming under Tenant;

(2) any activity, work, or thing done or permitted or suffered by
Tenant in or about the Demised Premises;

(3) any acts, omissions, or negligence of Tenant, any person
claiming under Tenant, or the employees, agents, contractors, invitees, or
visitors of Tenant or any such person;

(4) any breach, violation, or nonperformance by all or any one or
more of the Tenant Parties of any term, covenant, or provision of this Lease or
law, ordinance, or governmental requirement of any kind; or.

(5) any injury or damage to the person, property, or business of
Tenant or its employees, agents, contractors, invitees, visitors, or any other
person entering upon the Demised Premises under the express or implied
invitation of Tenant.

If any action or proceeding is brought against Landlord or its partners or their
respective agents or employees by reason of any claim, Tenant, upon notice from
Landlord, will defend the claim at Tenant's expense with counsel reasonably
satisfactory to Landlord.

(b) Waiver and Release.  Tenant waives and releases all claims against
------------------                                                
Landlord and its partners and their respective agents and employees with respect
to all matters for which Landlord has disclaimed liability pursuant to the
provisions of this Lease.  In addition, Tenant agrees that Landlord and its
partners and their respective agents and employees will not be liable for any
loss, injury, death, or damage (including without limitation consequential
damages;) to persons, property, or Tenant's business occasioned by theft; act of
God; public 

-21-

enemy; injunction; riot; strike; insurrection; war; court order; requisition;
order of governmental body or authority; fire; explosion; falling objects;
steam, water, rain or snow; leak or flow of water, rain or snow from the Demised
Premises or into the Demised Premises or from the roof, street, subsurface, or
from any other place, or by dampness, or from the breakage, leakage,
obstruction, or other defects of the pipes, sprinklers, wires, appliances,
plumbing, air conditioning, or lighting fixtures of the building; or from any
acts or omissions of any visitor of the Demised Premises; or from any cause
beyond Landlord's reasonable control, except to the extent caused by the
negligence or willful misconduct of Landlord, its agents, employees, contractors
or representatives (provided, however, the foregoing exclusion shall not excuse
Landlord from satisfying its obligations pursuant to Paragraphs 16, 19 and 20
under this Lease).

(c) Landlord Indemnification.  Landlord shall indemnify, defend and
------------------------                                       
hold Tenant, its employees, agents and officers harmless from and against any
and all liabilities, obligations, damages, claims, suits, losses, causes of
action, liens, judgments and expenses (including court costs, attorneys' fees
and costs of investigation) of any kind, nature or description resulting from
any injuries to or death of any person or any damage to property which arises,
or is claimed to arise from, an incident or event which occurred within or on
the Demised Premises, but only to the extent such incident or event is the
result of or caused by the acts or omissions of, or the breach of this Lease by,
Landlord, its employees, agents, contractors or licensees.  If any such claim is
made against Tenant, its employees, agents or officers, Landlord shall, at
Landlord's sole cost and expense, defend such claim on behalf of Tenant.

(d) Tax Abatement.  Landlord and Tenant acknowledge and agree that
-------------                                                 
Landlord and Tenant have entered into or will enter into a Tax Abatement
Agreement among the City of Irving, Texas (the "City"), Landlord and Tenant (the
"Tax Abatement Agreement") which shall provide for a tax abatement for a period
of ten (10) years upon certain terms and conditions set forth therein.  Landlord
and Tenant further acknowledge that the Tax Abatement Agreement provides that
upon the occurrence of a default under the Tax Abatement Agreement (after the
expiration of the applicable notice and cure periods set forth therein), the
City is entitled to receive from the "Owner" thereunder as liquidated damages
all taxes and penalties which otherwise would have been paid to the City without
benefit of abatement, for the entire period of abatement.  Tenant hereby agrees
that Tenant shall be solely responsible for the payment of any sums or amounts
payable to the City by Landlord as "Owner" under the Tax Abatement Agreement,
including the timely payment of any liquidated damages or other amounts payable
to the City under such Tax Abatement Agreement as a result of a default or
breach thereunder.  Tenant agrees that Tenant shall timely and fully comply with
all obligations of Tenant under the Tax Abatement Agreement, the breach of which
could result in any such liquidated damages being payable by the "Owner" under
the Tax Abatement Agreement.  Tenant does hereby agree to indemnify and hold
Landlord harmless from and against any and all loss, cost, damage and expense,
including court costs and reasonable attorneys' fees, suffered or incurred by
Landlord and caused by or resulting from any breach or default by Tenant of its
obligations under such Tax Abatement Agreement or caused by or resulting from
any breach or default by Tenant of any of Tenant's obligations under this Lease
which constitute a breach or default by the "Owner" under the Tax Abatement
Agreement.

-22-

24.  Covenant of Quiet Enjoyment.  So long as Tenant pays the rent and
---------------------------                                      
performs all of its obligations in this Lease, Tenant's possession of the
Demised Premises will not be disturbed by Landlord, or anyone claiming by,
through or under Landlord.

25.  Limitation On Tenant's Recourse.  Tenant's sole recourse against
-------------------------------                                 
Landlord, and any successor to the interest of Landlord in the Demised Premises,
is to the interest of Landlord, and any such successor, in the Demised Premises,
the proceeds of insurance attributable to the applicable claim, if any, actually
received by Landlord from Landlord's insurance policy or policies after the
claim is asserted and not applied to the applicable claim or to the restoration
of the Project (net of all costs and payments to the holders of Security Deeds
and ground leases), and the net proceeds from any sale, financing, refinancing
or other transfer (including, without limitation, any transfer or conveyance as
security) of the Project, whether voluntary, involuntary or by operation of law
and net of all costs and payments to the holders of Security Deeds and ground
leases.  Tenant will not have any right to satisfy any judgment which it may
have against Landlord, or any successor, from any other assets of Landlord, or
any successor.  In this Paragraph 25 the terms "Landlord" and "successor"
include the shareholders, venturers, and partners of Landlord and any successor
and the officers, directors, and employees of Landlord and any successor.  The
provisions of this Paragraph 25 are not intended to limit Tenant's right to seek
injunctive relief, specific performance, abatement or offset permitted under
this Lease, or Tenant's right to claim the proceeds of insurance (if any)
specifically maintained by Landlord for Tenant's benefit.

26.  Defaults and Remedies.
--------------------- 

(a) Defaults.  Each of the following acts, events or conditions shall
--------                                                         
constitute an "Event of Default" under this Lease:

(i)  Tenant's failure to pay Base Rent or Taxes when the same
shall be due and payable and the continuance of such failure for a period
of ten (10) days after receipt by Tenant of notice in writing from Landlord
specifying the nature of such failure; provided, however, such notice and
such grace period shall be required to be provided by Landlord and shall be
accorded Tenant, if necessary, only two (2) times during any calendar year,
and an Event of Default shall be deemed to have immediately occurred upon
the third (3rd) failure by Tenant to make a timely payment as aforesaid
within any calendar year; or

(ii)  Tenant's failure to perform any of the other covenants,
conditions and agreements herein contained on Tenant's part to be kept or
performed and the continuance of such failure without the curing of same
for a period of thirty (30) days after receipt by Tenant of notice in
writing from Landlord specifying the nature of such failure; provided,
however, in the case of a failure or breach which cannot with due diligence
be remedied by Tenant within a period of thirty (30) days, if Tenant
proceeds as promptly as may be reasonably possible after the service of
such notice and with all due diligence to remedy the failure or breach and
thereafter to prosecute the remedying of such failure or breach with all
due diligence, Tenant shall have an additional reasonable period of time,
not to exceed ninety (90) days, in which to effect such cure; or

-23-

(iii) If Tenant or any guarantor shall (A) file a petition
commencing a voluntary case under any applicable federal or state
bankruptcy, insolvency or other similar law; (B) make a general assignment
for the benefit of its creditors; (C) file an application for, or consent
to, the appointment of any receiver or a permanent or interim trustee of
Tenant or such guarantor or of all or a substantial portion of its
property; (D) file a petition seeking a reorganization of its financial
affairs or to take advantage of any bankruptcy, insolvency or similar law,
or an answer admitting the material allegations of a petition filed against
it in any proceeding under any such law; (E) take any action for the
purpose of effecting any of the foregoing; or (F) be the subject of a
decree or order for relief by a court having jurisdiction in respect of
Tenant or such guarantor in any involuntary case under any applicable
federal or state bankruptcy, insolvency or similar law; or

(iv)  If the Demised Premises or any portion thereof or any
interest therein becomes subject to a lien resulting from the entry of a
final, non-appealable judgment against Tenant and Tenant shall have failed
to release, discharge or otherwise bond such lien within thirty (30) days
after written notice of such lien has been given by Landlord to Tenant but
in any event prior to foreclosure of such lien; or

(v)   If any proceedings brought against Tenant seeking any of
the relief mentioned in Paragraph 26(a)(iii) shall not have been stayed or
dismissed within ninety (90) days.

(b)  Landlord's Remedies. Upon the occurrence of any Event of Default,
--------------------
Landlord shall have the option to pursue any one or more of the following
remedies without any notice or demand whatsoever, except as required herein:

(i)   Landlord may terminate this Lease by written notice to
Tenant, in which event Tenant shall immediately surrender the Demised
Premises to Landlord, and if Tenant fails to do so, Landlord may to the
extent permitted by law and without prejudice to any other right, remedy,
or power which it may have, enter upon and take possession of the Demised
Premises and expel or remove Tenant and any other person who may be
occupying the Demised Premises or any part thereof, without being liable
for prosecution or any claim for damages therefor.

(ii)  Landlord may enter upon and take possession of the Demised
Premises, without terminating this Lease, and expel or remove Tenant and
any other person who may be occupying the Demised Premises or any part
thereof, by entry, dispossessory suit or otherwise, without being liable
for prosecution or any claim for damages therefor, and, if Landlord so
elects, make such alterations and repairs as may be necessary to relet the
Demised Premises, and relet the Demised Premises, or any part thereof, at
such rent and for such term and subject to such terms and conditions as
Landlord may deem advisable and receive the rent therefor.  Upon each such
reletting all rentals received by Landlord from such reletting shall be
applied, first to the payment of any charges or expenses outstanding and
relating to the operation or the ownership of the Demised Premises; second,
to the payment of any loss and expense of such reletting, including without
limitation brokerage fees and attorney's fees and costs of such 

-24-

alterations and repairs; third, to the payment of rental due and unpaid
hereunder; and the residue, if any, shall be held by Landlord and applied
in payment of future Base Rent, additional rental, and other charges as the
same may become due and payable hereunder. Tenant agrees to pay to Landlord
on demand from time to time any deficiency that may from time to time arise
by reason of such reletting, with the right reserved to Landlord to bring
from time to time action(s) or proceeding(s) for the recovery of any
deficits from time to time remaining unpaid without having to await the end
of the term for a final determination of Tenant's account, and the
commencement of any one or more such actions or proceedings shall not bar
or preclude Landlord's bringing other or subsequent actions or proceedings
for future such deficits. Any such reletting herein provided for may be for
the remainder of the term of this Lease or for a longer or shorter period,
and may be upon such other terms as Landlord in its sole discretion shall
determine. Notwithstanding any such reletting without termination, Landlord
may at any time thereafter elect by written notice to Tenant to terminate
this Lease for such previous breach.

(iii) Should Landlord at any time terminate this Lease as herein
provided on account of any default or event of default as defined under
Paragraph 26(a) hereof, in addition to any other right, remedy, or power it
may have, Landlord may declare the amount by which the entire amount of
rent, additional rent and other charges and assessments which in Landlord's
reasonable determination would have become due and payable during the
remainder of the term of this Lease (had this Lease not been terminated),
discounted to present value using a discount factor of eight percent (8%)
per annum, exceeds the fair rental value of the Demised Premises for the
same period, likewise discounted to present value, to be payable
immediately.  Fair rental value shall be the rental rate that would be
received from a comparable tenant for the lease of the Demised Premises
taking into consideration the quality, size, design and location of the
Demised Premises, the rent and rental concessions (e.g., tenant allowances
----                   
for improvements, construction and moving) generally prevailing at the time
of the termination of this Lease for comparable leases of comparable space
at comparable buildings located in the Irving, Texas, area, the then
condition of the Demised Premises, market conditions, and the period of
time the Demised Premises may reasonably be expected to remain vacant
before the Demised Premises are relet to a suitable new tenant.  Upon the
acceleration of such amounts, Tenant agrees to pay the same at once,
together with all rent and other charges and assessments theretofore due;
provided, however, that such payment shall not constitute a penalty or
forfeiture but shall constitute liquidated damages for Tenant's failure to
comply with the terms and provisions of this Lease (Landlord and Tenant
agreeing that Landlord's actual damages in such event are impossible to
ascertain and that the amount set forth above is a reasonable estimate
thereof).  If any legal requirements shall validly limit the amount of the
damages provided for in the immediately preceding sentence to less than the
amount above agreed upon, Landlord shall be entitled to the maximum amount
allowable under such legal requirements.

(iv)  In the event Tenant does not comply with its obligations
under this Lease, Landlord shall also have the right to appropriate
injunctive relief.

-25-

(v) Notwithstanding the foregoing to the contrary, if Tenant has
vacated the Demised Premises and is not contesting Landlord's right to the
possession of the Demised Premises, Landlord shall use reasonable efforts
to relet the Demised Premises; provided, however, that (A) Landlord shall
have the right to treat preferentially any space in other buildings and
projects of Landlord or any affiliate of Landlord before reletting the
Demised Premises; (B) Landlord shall not be obligated to expend any efforts
or any monies beyond those Landlord would expend in the ordinary course of
leasing space; and (C) in evaluating a prospective reletting of the Demised
Premises, Landlord may consider the term, rental, use and reputation,
experience, financial standing of prospective tenants and any other factors
which Landlord normally uses to evaluate prospective tenants.

(c)  Right to Perform.  If Tenant shall fail to make any payment
----------------                                           
required to be made under this Lease or shall default in the performance of any
other covenant, agreement, term, provision or condition herein contained,
Landlord, without being under any obligation to do so and without thereby
waiving such failure or default, may make such payment or remedy such other
default for the account and at the expense of Tenant, immediately and without
notice in the event Landlord in good faith believes such action is necessary to
prevent physical injury to persons or damage to property, or in any other case
only if Tenant shall fail to make such payment or remedy such default within the
applicable grace period specified in Paragraph 26(a) hereof after Landlord shall
have notified Tenant in writing of such failure or default.  Bills for any
expense reasonably incurred by Landlord in connection therewith, and bills for
all reasonable costs, expenses and disbursements of every kind and nature,
including, without limitation, attorneys' fees and expenses, involved in
collecting or endeavoring to enforce any right against Tenant, under or in
connection with this Lease, or pursuant to law, including, without limitation,
any such costs, expenses and disbursements involved in instituting and
prosecuting summary proceedings, as well as bills for any property, material,
labor or services provided, furnished or rendered, or caused to be furnished or
rendered, by Landlord to Tenant with respect to the Demised Premises and other
equipment and construction work done for the account of Tenant (together with
interest at the lesser of eighteen percent (18%) per annum or the maximum rate
allowed by law from the respective dates of Landlord's making of each such
payment or incurring of each such cost and expense), may be sent by Landlord to
Tenant monthly, or immediately, at Landlord's option, and shall be due and
payable in accordance with the terms of such bills as additional rent under this
Lease.

(d)  No Remedy Exclusive; Waiver of Distraint.  No remedy herein
----------------------------------------                   
conferred upon or reserved to Landlord is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given under this Lease or now or
hereafter existing at law or in equity.

(e)  Waiver of Redemption.  Tenant, for itself, and on behalf of any
--------------------                                           
and all persons claiming through or under Tenant, including without limitation
creditors of all kinds, does hereby waive and surrender all right and privilege
which they or any of them may have under or by reason of any present or future
law, to redeem the Demised Premises or to have a continuance of this Lease for
the term hereby demised after being dispossessed or ejected therefrom by process
of law or under the terms of this Lease or after the termination of this Lease
as herein provided.

-26-

27.  Attorneys' Fees.  If because of the occurrence of an Event of Default
---------------                                                      
or any breach of any covenant or condition hereof by either party it shall
become necessary for the other party to employ an attorney to enforce or defend
any of such party's rights or remedies hereunder or to collect any amounts due
hereunder, the prevailing party's attorneys' fees and expenses incurred in
connection therewith shall be paid by the non-prevailing party.

28.  Waivers.  Failure of Landlord or Tenant to complain of any act or
-------                                                          
omission on the part of the other party, no matter how long the same may
continue, shall not be deemed to be a waiver by said party of any of its rights
hereunder.  No waiver by Landlord or Tenant at any time, express or implied, of
any breach of any provision of this Lease shall be deemed a waiver of a breach
of any other provision of this Lease or a consent to any subsequent breach of
the same or any other provision.

29.  Assignment and Sublease by Tenant.
--------------------------------- 

(a) Assignment and Sublease By Tenant.  Except as provided in
---------------------------------                        
Paragraph 29(b) hereof, Tenant shall not assign or in any manner transfer this
Lease or any interest herein, or sublet the Demised Premises or any part
thereof, or grant any license, concession or other right to occupy any portion
of the Demised Premises without the prior written consent of Landlord.  Landlord
agrees that Landlord will not unreasonably withhold, delay or condition the
consent required of Landlord to any proposed assignment or subletting, and such
consent shall be deemed granted if Landlord fails to respond to a written
request therefor (which request must include all information necessary for
Landlord to make an informed decision, including but not limited to the name of
the proposed assignee or sublessee, the affected portion of the Demised
Premises, the basic business terms of the proposed assignment or subletting, and
such information concerning the proposed assignee or subtenant as will allow
Landlord to make an informed judgment as to the reputation, operations,
financial condition, and general desirability of the proposed assignee or
subtenant) within thirty (30) days; provided, however, in exercising such right
of consent to an assignment or subletting pursuant to this Paragraph 29(a),
Landlord shall be entitled to take into account, among other things (i) the
financial strength of the proposed assignee or subtenant, including without
limitation the adequacy of its working capital to pay all expenses anticipated
in connection with the operation and maintenance of the Demised Premises; and
(ii) the business reputation of the proposed assignee or subtenant.  For
purposes of this Paragraph 29(a), each of the following shall be deemed to be an
assignment or subletting which shall be subject to and governed by the terms of
this Paragraph 29:  (1) any subletting or assignment which would otherwise occur
by operation of law, merger, consolidation, reorganization, transfer or other
change of Tenant's corporate or proprietary structure; (2) an assignment or
subletting to or by a receiver or trustee in any Federal or State bankruptcy,
insolvency or other proceedings; (3) the sale, assignment or transfer of all or
substantially all of the assets of Tenant, with or without specific assignment
of this Lease; or (4) if Tenant is a partnership or a corporation whose stock is
not publicly traded on a nationally recognized securities exchange, the change
in control in such partnership or corporation directly, or, if Tenant is a
partnership, a change or changes in the control of one or more corporate general
partners.  The term "change in control" for the purposes hereof shall mean and
include, if Tenant or its general partner is a corporation, the transfer of
fifty percent (50%) or more of the stock of Tenant or of such corporate general
partner, or, if Tenant is a partnership, the change of the managing partner of
Tenant.

-27-

(b) Assignments and Subleases to Certain Related Parties.
----------------------------------------------------  
Notwithstanding any other provision to the contrary set forth in this Lease,
unless an Event of Default has occurred and is continuing, or Landlord has
terminated Tenant's right to possession of the Demised Premises pursuant to
Paragraph 26(b)(ii) hereof, Tenant may assign this Lease or sublease all or any
portion of the Demised Premises to, or allow the use of the Demised Premises by,
without the need for the prior written consent of Landlord (but with prior
written notice to Landlord), (i) any entity (the "Restructured Tenant")
resulting from a merger, consolidation or restructuring of Tenant or of an
entity that directly or indirectly controls Tenant, is controlled by Tenant (and
thereafter continues to control or be controlled by Tenant or Restructured
Tenant), or is under common control with Tenant (and thereafter continues to be
under common control with Tenant or Restructured Tenant), (ii) any affiliate of
Tenant, (iii) any purchaser of all or substantially all of the assets of Tenant
or any entity that directly or indirectly controls Tenant, (iv) any entity which
controls and continues thereafter to control Tenant, is controlled by and
continues thereafter to be controlled by Tenant, or is and continues thereafter
to be under common control with Tenant, provided that in each such case (x) with
respect to assignments, but not subleases, the successor entity, purchaser or
transferee shall, as a result of such merger, consolidation, restructuring or
acquisition, be legally bound to pay the Base Rent and additional rent (if any)
and all other rentals and charges hereunder, and to observe and perform all of
the other terms, covenants and provisions of this Lease on the part of Tenant to
be observed or performed, (y) with respect to each such assignee, such
successor, purchaser, or transferee shall have, in Landlord's reasonable
determination, a credit quality and financial condition comparable to or better
than that of Tenant (as such may be supplemented by the Parent Company Guaranty
identified in Paragraph 34(q) hereof) at the time of such transfer or sublease,
and (z) with respect to each such sublessee, such sublessee shall have, in
Landlord's reasonable determination, a credit quality and financial condition
comparable to or better than that of comparable tenants in comparable buildings
to the Building for space comparable to the space being subleased at the time of
such transfer or sublease.

(c) Conditions to Assignment and Subletting.  No assignment of this
---------------------------------------                        
Lease shall be effective unless and until Landlord shall receive (i) an original
assignment and assumption agreement, in form and substance reasonably
satisfactory to Landlord, signed by Tenant and Tenant's proposed assignee,
whereby the assignee assumes the due performance of Tenant's covenants,
agreements, obligations, duties and liabilities under this Lease to be done and
performed for the balance of the then remaining term of this Lease, and (ii) the
written agreement of Guarantor (as defined in Paragraph 34(q) hereof), in form
and substance reasonably satisfactory to Landlord, signed by Guarantor, whereby
Guarantor consents to such assignment and agrees that the Parent Company
Guaranty (as defined in Paragraph 34(q) hereof) continues in full force and
effect notwithstanding such assignment.  No subletting of the Demised Premises,
or any part thereof, shall be effective unless and until there shall have been
delivered to Landlord an agreement, in form and substance reasonably
satisfactory to Landlord, signed by the Tenant and the proposed sublessee,
whereby the sublessee acknowledges the right of Landlord to continue or
terminate any sublease, in Landlord's sole discretion, upon the termination of
this Lease; provided, however, that in the event conditions (i), (ii), (iii),
and (iv) below are satisfied with respect to any such sublease of the entire
Building, Landlord shall agree in such agreement that upon the termination of
this Lease such sublease shall be continued for the remainder of the term of
this Lease (as in effect immediately prior to the termination of this Lease),
and such 

-28-

sublessee shall agree to recognize and attorn to Landlord, such conditions
being: (i) such sublessee has a credit quality and financial condition, as
reasonably determined by Landlord, comparable to or better than that of Tenant
(as such may be supplemented by the Parent Company Guaranty) at the time of such
transfer, (ii) the sublease term encompasses the entire Building for the entire
remaining term of this Lease, (iii) the Base Rent and other sums payable under
the sublease equal or exceed the Base Rent and other sums payable under this
Lease with respect to the subleased space, and (iv) the sublessee pays for and
makes a minimum of $1,000,000.00 (in excess of any allowances provided in the
sublease or otherwise provided by Tenant) of capital improvements to the
Project. Fifty percent (50%) of any consideration, in excess of "Tenant's Out of
Pocket Costs" (as hereinafter defined), paid to Tenant by any assignee of this
Lease (other than to a "Tenant Affiliate" (as hereinafter defined)) for its
assignment, or by any sublessee (other than a Tenant Affiliate) under or in
connection with its sublease, or otherwise paid to Tenant by another party for
use and occupancy of the Demised Premises or any portion thereof, shall be
promptly remitted by Tenant to Landlord, after Tenant has received reimbursement
for all Tenant's Out-of-Pocket Costs, as additional rent hereunder. "Tenant
Affiliate" shall mean an entity identified in Paragraph 29(b)(i), (ii), (iii) or
(iv) above. "Tenant's Out of Pocket Costs" shall mean all of Tenant's reasonable
out-of-pocket costs associated with the applicable assignment or subletting,
including the Base Rent and other charges and sums due and payable by Tenant
under this Lease (as the same come due and payable, and not in advance thereof)
with respect to such space (other than the amounts payable under this
subparagraph) commencing on the date such assignment or sublease delivers
possession of such space to such assignee or sublessee, Base Rent for such space
for such period of time (not in excess of two months) that such space was fully
vacated by Tenant and not in the possession of such subtenant), rent abatement,
reasonable advertising costs, brokerage commissions, marketing costs, lease
concessions, tenant finish allowances provided to a subtenant (but specifically
excluding the $1,000,000.00 in capital improvements required by this Paragraph
29(c) to be made to the Project in connection with such sublease), legal fees,
and moving costs. Where a portion of the Demised Premises is sublet, in
calculating the profit from such sublease, the costs of Tenant attributable in
part to the sublet space and in part to some larger portion of the Demised
Premises shall be prorated on the basis of the relative rentable areas thereof
determined according to BOMA Standards.

(d) Effect of Consent.  Consent by Landlord to one or more assignments
-----------------                                                 
or sublettings shall not operate as a waiver of Landlord's rights as to any
subsequent assignments and sublettings.  If Tenant requests Landlord to consent
to a proposed assignment or subletting, Tenant shall pay to Landlord all of
Landlord's reasonable administrative costs and reasonable counsel fees, plus all
reasonable out-of-pocket expenses incurred by Landlord in connection with such
request, whether or not consent is ultimately given (the total of all such
expenses not to exceed $2,500.00 per request).  Any attempted assignment or
subletting by Tenant in violation of the terms and covenants of this Paragraph
29 shall be void ab initio.  Notwithstanding any assignment or subletting,
-- ------                                                
Tenant shall at all times remain fully responsible and liable for the payment of
rent and additional rent herein specified and for compliance with all of
Tenant's other obligations under this Lease.

(e) Recapture.  In the event Tenant desires to offer the entire
---------                                                  
Demised Premises for sublease (other than to a Tenant Affiliate), Tenant must
notify Landlord in writing, which writing must include all information necessary
for Landlord to make an informed decision, 

-29-

including but not limited to the name of the proposed sublessee, the basic
business terms of the proposed subletting, and such information concerning the
proposed subtenant as will allow Landlord to make an informed judgment as to the
reputation, operations, financial condition, and general desirability of the
proposed subtenant. Landlord shall have the right for a period of thirty (30)
days after Tenant's notice to elect either (i) to recapture the Demised
Premises, or (ii) to grant or withhold its consent to the proposed subletting,
which consent Landlord agrees not to unreasonably withhold, condition or delay,
and which consent shall be deemed granted if Landlord fails to respond to a
written request therefor within thirty (30) days. Landlord will notify Tenant,
in writing, whether Landlord elects to exercise its recapture right or to grant
its consent or to withhold its consent (and, if withholding consent, the reasons
therefor). In the event Landlord exercises such recapture right, the term of
this Lease shall end effective as of the date (the "Recapture Date") sixty (60)
days after Landlord's notice; provided, however, that Tenant may cause
Landlord's exercise of the recapture right to be rescinded by notifying Landlord
in writing within thirty (30) days after Landlord's notice that Tenant has
elected not to enter into such sublease, in which event this Lease shall
continue in full force and effect, as if Landlord had never elected to exercise
Landlord's recapture right, and the term of this Lease shall not end on the
Recapture Date.

30.  Signs.  Tenant shall have the right to erect signs Tenant desires in
-----                                                               
the Demised Premises, including logos, provided that (i) Tenant obtains
Landlord's prior written approval of such signs, which approval shall not be
unreasonably withheld, conditioned or delayed, and which shall be deemed granted
if Landlord fails to respond to a written request therefor within thirty (30)
days and (ii) Tenant obtains all required governmental approvals for the
installation and maintenance of such signs (Landlord agrees to reasonably
cooperate with Tenant, at Tenant's costs, in Tenant's efforts to obtain such
governmental approvals).  Tenant shall not be obligated to remove any signs at
the termination of this Lease which are in keeping with the character of the
Building and typically installed in buildings in Irving, Texas.  Tenant shall,
at its sole cost and expense, remove all other signs at the termination of this
Lease, and shall restore, at its sole cost and expense, at the termination of
this Lease, the affected portion of the Demised Premises to its condition prior
to the installation of such signs.  Tenant shall have the right to install
signs, including logos, on the interior walls of elevator lobbies and on the
entrance doors on all space leased by Tenant, provided that (i) Tenant obtains
Landlord's prior written approval of such signs, which approval shall not be
unreasonably withheld, conditioned or delayed, and which shall be deemed granted
if Landlord fails to respond to a written request therefor within thirty (30)
days and (ii) Tenant obtains all required governmental approvals for the
installation and maintenance of such signs (Landlord agrees to reasonably
cooperate with Tenant, at Tenant's costs, in Tenant's efforts to obtain such
governmental approvals).  Tenant shall keep and maintain all such signs in good
order and condition and state of repair at the sole cost and expense of Tenant.
Until such time as an Event of Default has occurred and is continuing, or
Landlord has terminated Tenant's right to possession of the Demised Premises
pursuant to Paragraph 26(b)(ii) hereof, Landlord shall not permit or install any
signs on the interior or exterior of the Demised Premises, the Building or the
Project without Tenant's consent, which consent Tenant may grant or withhold in
Tenant's sole discretion; provided, however, that Tenant shall not unreasonably
withhold, condition or delay such consent with respect to directional signs and
signs required by applicable laws, ordinances, rules and regulations of
governmental authorities.

-30-

31.  Brokerage.  Tenant and Landlord each represent and warrant to and
---------                                                        
agree with the other that it has not engaged or employed any real estate broker,
agent or other intermediary in connection with this Lease other than The
Staubach Company ("Broker").  Landlord will pay Broker a commission pursuant to
a separate agreement between Landlord and Broker.  Tenant shall and does hereby
indemnify, defend and hold Landlord harmless from and against any claims,
demands, actions and judgments of any brokers, agents and intermediaries (other
than Broker) alleging a commission, fee or other payment to be owing by reason
of Tenant's dealings, negotiations or communications in connection with this
Lease or the demise of the Demised Premises.  Landlord shall and does hereby
indemnify, defend and hold Tenant harmless from and against any claims, demands,
actions and judgments of any and all brokers, agents and other intermediaries
(including Broker) alleging a commission, fee or other payment to be owing by
reason of Landlord's dealings, negotiations or communications in connection with
this Lease or the demise of the Demised Premises.

32.  Notices.
------- 

(a) Service of Notices.  Any notice to be given or to be served upon
------------------                                              
any party hereto, in connection with this Lease, must be in writing.  If any
notice is given (i) by certified or registered mail, it shall be deemed to have
been given and received five (5) days after a certified or registered letter
containing such notice, properly addressed, with postage prepaid, is deposited
in the United States mail, (ii) by a private delivery service or recognized
overnight courier, it shall be deemed to have been given and received when
delivered or attempted to be delivered to the address of the party to whom it is
addressed, (iii) by facsimile transmission, it shall be deemed to have been
given and received at the time confirmation of such transmission is received by
the sender provided that a copy of such notice is also delivered by a private
delivery service or generally recognized overnight courier on the same or on the
next business day, and (iv) by any other method, it shall be deemed to have been
given and received upon actual receipt thereof regardless of how such delivery
was accomplished.  A copy of the cover letter sending any notice or request to
Tenant shall be simultaneously sent by email to Tenant.  Such notices shall be
given to the parties hereto at the following addresses, email addresses or
facsimile numbers, as appropriate:

If to Landlord:

Wells Operating Partnership, L.P.
c/o Wells Capital, Inc.
Attn: Senior Vice President Asset Management
Suite 250
6200 The Corners Parkway
Norcross, Georgia  30092
FAX: (770) 200-8199

-31-

with a copy to:

Troutman Sanders LLP
Attention:  Mr. John W. Griffin
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia  30308-2216
FAX: (404) 962-6577 AND 404-885-3900

with a copy to:

Champion Partners, Ltd.
Attn: Jeffrey L. Swope
Suite 100
15601 Dallas Parkway
Addison, Texas 75001
FAX: 972-490-5599
E-Mail: jswope@championpartners.com

If to Tenant:

For United States mail

Nissan North America, Inc.
Attn: Ted Maslin, Corporate Manager, Real Estate and Facilities
P.O. Box 191
Gardena, California 90248-0191
FAX: 310-771-6084
E-Mail: ted.maslin@nissan-usa.com

For all other delivery methods

Nissan North America, Inc.
Attn: Ted Maslin, Corporate Manager, Real Estate and Facilities
330 West Victoria Street
Gardena, California 90248
FAX: 310-771-6084
E-Mail: ted.maslin@nissan-usa.com

with a copy to:

-32-

Nissan Motor Acceptance Corporation
Attn: Bill Andrews, Facilities Manager
2901 Kinwest Parkway
Irving, Texas 75602
FAX: 972-501-8140
E-Mail: andrewb@nmac.com

and to:

Nissan North America, Inc.
Attn: Legal Department
990 West 190/th/ Street
Torrance, California 90502
FAX: 310-515-6750
E-Mail: sue.derian@nissan-usa.com

and to:

The Staubach Company
Attn: Frank Ricca
Suite 400
15601 Dallas Parkway
Addison, Texas 75001
FAX: 972-261-5910
E-Mail: fricca@staubach.com

Any such Notice shall be deemed received by the party to whom it is sent, in the
case of personal delivery or courier delivery, on the date of delivery thereof,
and in the case of registered or certified mail, on the earlier of the date
receipt is acknowledged on the return receipt for such Notice or three (3)
business days after the date of posting by the United States Post office.

33.  Estoppel Certificates.
--------------------- 

(a) Within no more than thirty (30) days after written request by
either Tenant or Landlord, the other will execute, acknowledge, and deliver to
the requesting party, without charge, a certificate stating (to the extent true
and accurate):

(1) that this Lease is unmodified and in full force and effect,
or, if this Lease is modified, the way in which it is modified accompanied by a
copy of the modification agreement;

(2) the date to which Base Rent and other sums payable under this
Lease have been paid;

(3) that no notice has been received by it of any default which
has not been cured, or, if the default has not been cured, what it intends to do
in order to effect the cure, and when it will do so;

-33-

(4) that Tenant has accepted and occupied the Demised Premises;

(5) that it has no claim or offset against the other, or, if it
does, stating the facts and circumstances giving rise to the claim or offset and
stating the amount of the offset; and 

(6) other matters as may be reasonably requested by the
requesting party.

(b)  Any certificate may be relied upon by any prospective purchaser
of the Demised Premises and any prospective mortgagee or beneficiary under any
deed to secure debt, deed of trust or mortgage encumbering the Demised Premises.
If either party submits a completed certificate to the other party, and if such
other party fails to object to its contents within thirty (30) days after its
receipt of the completed certificate, the matters stated in the certificate will
conclusively be deemed to be correct.

34.  Miscellaneous.
------------- 

(a) Governing Law.  This Lease and the performance thereof shall be
-------------                                                  
governed, interpreted, construed and regulated by the laws of the State of
Texas.

(b) Partial Invalidity.  If any term, covenant, condition or provision
------------------                                                
of this Lease or the application thereof to any person or circumstance shall, at
any time or to any extent, be invalid or unenforceable, the remainder of this
Lease, 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 term, covenant, condition and provision of this Lease
shall be valid and be enforced to the fullest extent permitted by law.

(c) Memorandum of Lease.  Landlord and Tenant will at any time, at the
-------------------                                               
request of the other, promptly execute duplicate originals of an instrument, in
recordable form, which will constitute a memorandum of this Lease, setting forth
a description of the Demised Premises, the term of this Lease and any other
portions hereof, excepting the rental provisions, as either party may reasonably
request.  Any and all recording costs required in connection with the recording
of such memorandum of lease shall be paid by Tenant.

(d) Interpretation.  Wherever herein the singular number is used, the
--------------                                                   
same shall include the plural, and the masculine gender shall include the
feminine and neuter genders, and vice versa, as the context shall require.  The
paragraph headings used herein are for reference and convenience only, and shall
not enter into the interpretation hereof.  This Lease may be executed in several
counterparts, each of which shall be an original, but all of which shall
constitute one and the same instrument.  The term "Landlord" whenever used
herein shall mean only the owner at the time of Landlord's interest herein, and
upon any sale or assignment of the interest of Landlord, its successors in
interest and/or assigns shall, during the term of its ownership of its estate
herein, be deemed to be Landlord.  No provision of this Lease shall be construed
against or interpreted to the disadvantage of either Landlord or Tenant by any
court or

-34-

other governmental or judicial authority by reason of such party's
having or being deemed to have structured, written, drafted or dictated such
provision.

(e) Entire Agreement.  No oral statement or prior written matter shall
----------------                                                  
have any force or effect.  Landlord and Tenant agree that they are not relying
on any representations or agreements other than those contained in this Lease.
This Lease shall not be modified except by a writing executed by Landlord and
Tenant.  This Lease contains the entire agreement between Landlord and Tenant
and any agreement hereafter made between Landlord and Tenant shall be
ineffective to change, modify, release or discharge the terms hereof in whole or
in part, unless such agreement is in writing and signed by the party against
which enforcement of such change, modification, waiver, release or discharge is
sought.

(f) Parties.  Except as herein otherwise expressly provided, the
-------                                                     
covenants, conditions and agreements contained in this Lease shall bind and
inure to the benefit of Landlord and Tenant and their respective heirs,
successors, successors in title, administrators and assigns.

(g) Landlord and Tenant Relationship.  No relationship as creditor and
--------------------------------                                  
debtor, partner, associate or joint venturer between the parties is created or
intended to be created by this Lease, the relationship between Landlord and
Tenant to be solely that of landlord and tenant, nor shall this Lease be
construed to authorize either Landlord or Tenant to act as agent for the other,
except as expressly provided to the contrary in this Lease.

(h) Short Term Extension/Holdover Tenant.
------------------------------------ 

(1) Provided no Event of Default has occurred and is continuing, and
further provided that Landlord has not terminated Tenant's right to
possession of the Demised Premises pursuant to Paragraph 26(b)(ii) hereof,
Tenant shall have the one-time-only right to extend the term of this Lease
for a period not to exceed six (6) months by providing Landlord written
notice thereof not less than nine (9) months prior to the scheduled
expiration of the term of this Lease, which notice shall specify the number
of months (not to exceed six) that the term is to be extended under this
subparagraph.  If Tenant exercises this right, Tenant shall pay Base Rent
during such extension period at the same time, but at 125% of the rates
applicable during the last month of the scheduled term of this Lease, and
Tenant's occupancy during such short term extension period shall otherwise
be subject to all the terms and conditions of this Lease.

(2) Except as otherwise provided in Paragraph 34(h)(3) hereof, if
Tenant remains in possession of the Demised Premises after the expiration
or earlier termination of this Lease (taking into account any extension
pursuant to subsection (1) above) without Landlord's express written
consent (which consent may be granted or withheld in Landlord's sole
discretion), Tenant shall be deemed a tenant from month to month at a Base
Rent equal to 150% of the Base Rent which would have been in effect had
this Lease not been terminated (or, if such holdover is beyond the
expiration of the scheduled term of this Lease, at 150% of the rates
applicable during the last month of the scheduled term of this Lease).
There shall be no renewal of this Lease by operation of law.  Landlord
shall have the right to terminate such holdover by giving Tenant thirty
(30) days' notice.  Tenant shall be liable to Landlord for, and hereby
agrees to indemnify and

-35-

hold Landlord and Landlord's partners and their respective affiliates,
shareholders, directors, officers, employees, and agents free and harmless
from and against, all losses, liabilities, obligations, fines, penalties,
claims, litigation, causes of action, demands, defenses, costs, judgments,
suits, proceedings, damages (including without limitation consequential
damages), disbursements, or expenses of any kind (including without
limitation attorneys' fees and court costs) arising out of or in connection
with such holdover by Tenant.

(3) If Landlord terminates this Lease on account of an Event of
Default (the natural expiration of the scheduled term of this Lease is not
a termination on account of an Event of Default), or if Landlord terminates
Tenant's right to possession of the Demised Premises pursuant to Paragraph
26(b)(ii) hereof, and in either such event Tenant remains in possession of
the Demised Premises after such termination, Tenant shall be deemed a
tenant at sufferance at a Base Rent equal to twice the amount of Base Rent
then in effect.  There shall be no renewal of this Lease by operation of
law.

(i) Time of Essence.  Time is of the essence in this Lease.  Whenever
---------------                                                  
a day certain is provided for the payment of any sum of money or the performance
of any act or thing, the precise time for performance enters into and becomes a
part of the consideration for this Lease.

(j) No Merger.  Landlord and Tenant intend that this Lease continue in
---------                                                         
effect and not be terminated or otherwise affected by the doctrine of merger of
estates upon the ownership by the same person of both the reversion and the
leasehold estate under this Lease, except as otherwise expressly stated by any
such person or entity owning both estates in a written and recorded document.

(k) Assignment by Landlord.  In the event of a sale, conveyance, or
----------------------                                         
assignment by Landlord of Landlord's interest in the Demised Premises (other
than a transfer for security purposes only) and an assumption by the transferee
of all of Landlord's obligations hereunder arising after the date of such
assignment, Landlord shall be relieved from and after the date specified in any
such notice of transfer or assignment of all of Landlord's obligations and
liabilities accruing thereafter on the part of Landlord, and Tenant agrees to
look only to such assignee or transferee of Landlord's interest for the
performance of such obligations and liabilities.

(l) Authority.  Each of the persons executing this Lease on behalf of
---------                                                        
Tenant warrant to Landlord that Tenant is a duly authorized and existing
corporation, that Tenant is qualified to do business in the state in which the
Demised Premises are located, that Tenant has full right and authority to enter
into this Lease, and that each and every person signing on behalf of Tenant is
authorized to do so.  Upon Landlord's request, Tenant will provide evidence
satisfactory to Landlord confirming these representations.

(m) Waiver of Jury Trial.  Landlord and Tenant waive trial by jury in
--------------------                                             
any action, proceeding, or counterclaim brought by either of them against the
other on all matters arising out of this Lease or the use and occupancy of the
Demised Premises (except claims for personal injury or property damage).

-36-

(n) Force Majeure.  "Force Majeure" shall mean any strike, lockout,
-------------                                                  
labor trouble, industrial disturbance, civil commotion, future order of any
government, court or regulatory body claiming jurisdiction, war, riot, inability
to secure materials, supplies or labor, fire or other casualty, Act of God, or
any other cause or causes beyond the applicable party's reasonable control
resulting in a party's inability to supply the services or perform the other
obligations required of such party hereunder.  If, as a result of Force Majeure,
Landlord is delayed in performing any of its obligations under this Lease,
Landlord's performance shall be excused for a period equal to such delay and
Landlord shall not during such period be considered to be in default under this
Lease with respect to the obligation, performance of which has thus been
delayed.  If, as a result of Force Majeure, Tenant is delayed in performing any
of its obligations under this Lease, other than Tenant's obligation to pay Base
Rent and all other charges and sums payable by Tenant hereunder, Tenant's
performance shall be excused for a period equal to such delay and Tenant shall
not during such period be considered to be in default under this Lease with
respect to the obligation, performance of which has thus been delayed.  Each
party agrees to provide the other party written notice of Force Majeure delays
promptly upon learning of such delays, and the failure of the claiming party to
give the other party such written notice promptly upon the claiming party
learning of such delay shall preclude the claiming party from claiming such
Force Majeure delay; provided further, however, with respect to a continuing
Force Majeure delay, the claiming party will be obligated to give notice to the
other party promptly following the start of the Force Majeure delay and to
provide the other party continuing updates throughout the period of the Force
Majeure delay and to give the other party a final notice when the Force Majeure
delay ceases.  Notwithstanding the foregoing, unless specifically referenced
therein, Force Majeure shall not extend specific time periods set forth in this
Lease, including those pertaining to construction, restoration, or interruption
of services.  Without limiting the foregoing, Exhibit "C" contains a separate
-----------                    
definition of Force Majeure that applies prior to Substantial Completion for
purposes of Exhibit "C" instead of the definition of Force Majeure contained in
-----------                                                        
this Paragraph 34(n).

(o) Building Name.  Until such time as an Event of Default has
-------------                                             
occurred and is continuing, or Landlord has terminated Tenant's right to
possession of the Demised Premises pursuant to Paragraph 26(b)(ii) hereof:

(i)  The name of the Building shall be "Nissan Motor Acceptance Corporation
Building" or such other name selected by Tenant; provided however
that, upon not less than ninety (90) days' prior written notice from
Tenant to Landlord, Tenant may change the name to such other name
directly related to the business of Tenant in the Demised Premises as
is designated by Tenant in such notice; further provided, however,
that Tenant shall pay all costs and expenses arising out of or in any
manner connected with such change.

(ii) Tenant shall have the exclusive right, subject to Landlord's
reasonable approval and subject to Tenant obtaining all necessary
governmental approvals, to place Tenant's name and corporate logo on
the Building and to construct a monument sign outside the Building;
provided, however, that Tenant shall install and maintain all such
signs and logos in accordance with all applicable laws, in a good and
workmanlike manner, and in good order and repair.  Tenant shall, at
its sole 

-37-

cost and expense, remove all such signs at the termination of this
Lease, and shall restore, at its sole cost and expense, at the
termination of this Lease, the affected portion of the Project to its
condition prior to the installation of such signs.

(iii)  Landlord agrees not to construct additional buildings on the Land
without Tenant's consent, which consent may be granted or withheld in
Tenant's sole discretion.

(iv)  Landlord shall not name the Building, the Project or the Land, and
shall not grant any exterior signage rights to any person or entity.

(p) Roof.  In addition to the other rights granted by this Agreement,
----                                                             
Tenant shall have the exclusive right (non-exclusive upon the happening of any
one or more of the following: an Event of Default has occurred and is
continuing, or Landlord has terminated Tenant's right to possession of the
Demised Premises pursuant to Paragraph 26(b)(ii) hereof), but not the
obligation, for the duration of the term of this Lease, (a) to install, maintain
and operate on the roof of the Building (the "Roof") one or more satellite
dishes and related communications equipment, for transmission and reception of
communications (including but not limited to data and voice), and related
plenum-rated cabling (collectively, "Antenna"), and (b) to install, maintain and
operate on the Roof supplemental HVAC equipment, and related plenum-rated
cabling (collectively, "Supplemental Equipment").  The locations for the Antenna
and the Supplemental Equipment shall be subject to Landlord's approval, which
approval Landlord agrees not to unreasonably withhold, condition or delay.
Tenant must obtain the prior approval of Landlord of the type and size of the
Antenna (the Antenna may not exceed five feet in diameter) and Supplemental
Equipment, of the plans and specifications for the connections to the Demised
Premises, and of the plans for the installation (including without limitation
screening) of the Antenna and Supplemental Equipment, which approvals Landlord
agrees not to unreasonably withhold, condition or delay.  All costs of
installation, upgrading, maintenance, security and removal (Tenant shall always
have the right to remove the Antenna and Supplemental Equipment; Landlord may
require that Tenant remove all or any portion of the Antenna and the
Supplemental Equipment upon expiration or termination of this Lease) and any
required repairs to the Building due to the installation or removal of the
Antenna or the Supplemental Equipment, shall be paid by Tenant.  If an Event of
Default has occurred under this Lease or Landlord has terminated Tenant's right
to possession of the Demised Premises pursuant to Paragraph 26(b)(ii) hereof,
Tenant's right to install the Antenna and Supplemental Equipment pursuant to
this provision shall be non-exclusive and in such event Landlord may use any
other portion of the Roof for its own communication equipment or may allow other
tenants or third parties to use any other portion of the Roof, so long as such
other equipment does not interfere with the operation of Tenant's Antenna and
Supplemental Equipment.  If Tenant's rights hereunder become non-exclusive, the
Antenna and Supplemental Equipment shall not interfere with the operation of any
other telecommunication equipment existing on the Roof or elsewhere in the
Project (or any telecommunication equipment planned for installation on the Roof
or elsewhere in the Project) at the time the Antenna or Supplemental Equipment,
as the case may be, is installed, so long as Landlord provides Tenant with a
description of the type, location and function of such existing or planned
equipment at the time of Tenant's request for approval of the Antenna or
Supplemental Equipment.  Tenant shall not take any action which would void or
otherwise impair the effectiveness of Landlord's roof warranty.  Subject to the
waivers contained 

-38-

in this Lease, and except to the extent caused by the negligence or willful
misconduct of Landlord, its employees, agents, contractors or licensees, Tenant
hereby indemnifies Landlord from all claims, damages, costs and expenses arising
out of the installation, maintenance, use or removal of the Antenna or
Supplemental Equipment by Tenant. Tenant hereby waives any and all claims
against Landlord arising out of damage, destruction or theft of the Antenna or
Supplemental Equipment or any portion thereof, regardless of the cause (other
than the negligence or willful misconduct of Landlord, its employees, agents,
contractors or licensees). Tenant may also use the risers, conduits and towers
in the Building, subject to reasonable space limitations and Landlord's
reasonable requirements for use of such areas and subject to Landlord's prior
approval of the installation and exact location thereof (which approval Landlord
agrees not to unreasonably withhold, condition or delay), for purposes of
installing cabling from the Antenna to the Demised Premises in the interior of
the Building or installing piping from the Supplemental Equipment to the Demised
Premises in the interior of the Building. Landlord shall not charge Tenant any
rent with respect to the Antenna or Supplemental Equipment. Landlord reserves
the right to require Tenant, at Tenant's sole cost, to relocate the Antenna or
Supplemental Equipment temporarily to a location, as regards the Antenna,
providing Tenant comparable reception and transmission capabilities if necessary
in connection with repairs, replacement, alterations or improvements to the
Roof.

(q) Guaranty and Comfort Letter.  Contemporaneously with the execution
---------------------------                                       
of this Lease, Tenant shall deliver or cause to be delivered to Landlord a
Guaranty of this Lease (the "Parent Company Guaranty") from Nissan North
America, Inc. (the "Guarantor"), a California corporation, in the form attached
hereto as Exhibit "H" and by reference made a part hereof.  In addition, prior
-----------                                                         
to the execution of this Lease, Tenant delivered to Landlord a comfort letter
dated July 18, 2001, related to the current financial condition of both
Guarantor and Tenant.  Commencing in the year 2002, and continuing each calendar
year thereafter during the term of this Lease, on or before the date not more
than ninety (90) days following the end of Tenant's fiscal year, Tenant shall
deliver to Landlord an updated comfort letter with respect to the then current
financial condition of both Guarantor and Tenant, in substantially the same form
as is attached hereto as Exhibit "I" and by reference made a part hereof.
-----------                                     

(r) Parking.  Parking for the Demised Premises shall be constructed in
-------                                                           
accordance with Exhibit "C".  Until such time as an Event of Default has
-----------                                             
occurred, or Landlord has terminated Tenant's right to possession of the Demised
Premises pursuant to Paragraph 26(b)(ii) hereof, (i) Tenant shall have the
exclusive right to use the parking spaces provided pursuant to Exhibit "C"
-----------
located on the Land (the "Tenant Parking Spaces") throughout the term of this
Lease at no charge; (ii) Landlord shall not use any Tenant Parking Spaces (other
than temporarily for a de minimis number of spaces in connection with the
exercise of Landlord's rights and obligations under this Lease) and shall not
grant to any other party the right to use any Tenant Parking Spaces; and (iii)
Tenant shall have the right from time to time and at any time to designate all
or any portion of the Tenant Parking Spaces as reserved or visitor parking.

(s) Municipal Incentives. Landlord agrees to cooperate with Tenant
--------------------                                          
(but the same shall not require the expenditure of more than nominal amounts of
money by Landlord) in Tenant's efforts to obtain all tax and other incentives
available from any and all city, county, state, school or other applicable
municipalities or jurisdictions in connection with Tenant's 

-39-

business conducted from the Demised Premises. All such incentives and benefits
received by Tenant shall inure to the benefit of Tenant.

(t)  Limited Offset Right.
-------------------- 

(1)  The occurrence of the following constitutes an "Event of Default"
by Landlord under this Lease: failure by Landlord to observe or perform any
covenant, agreement, condition or provision of this Lease, if such failure
shall continue for thirty (30) days after receipt of written notice from
Tenant to Landlord (and each mortgagee of Landlord the address for which
Landlord has provided in a written notice to Tenant) specifying such
failure, provided, however, if such default is of a nature that it can be
cured and if Landlord or any mortgagee of Landlord in good faith commences
to cure such default within such thirty (30) day cure period, but due to
the nature of such default it could not be cured within such cure period
after due diligence, no Event of Default shall be deemed to have occurred
at the end of the cure period if Landlord or such mortgagee is then
diligently pursuing such cure to completion, and completes such cure within
ninety (90) days after such thirty (30)-day period.

(2)  Notwithstanding anything to the contrary set forth hereinabove,
if the event such failure by Landlord results in what Tenant, in good
faith, believes to be an emergency condition posing imminent danger of
bodily injury to persons or physical damage to tangible property, Tenant
may, without following the prior notice procedure set forth hereinabove,
take the minimum action necessary, in Tenant's reasonable opinion, to
remedy the emergency condition so long as such action by Tenant does not
adversely affect the systems or structure of the Project.  Promptly
following the completion of the action Tenant deems reasonably necessary,
Tenant must provide notice to Landlord (and each mortgagee of Landlord the
address for which Landlord has provided in a written notice to Tenant)
describing Landlord's alleged failure and the action taken by Tenant and
including without limitation written evidence of the costs and expenses
incurred by Tenant for which Tenant claims reimbursement.

(3)  If an Event of Default by Landlord occurs, Tenant shall have the
right, in addition to other remedies available at law or in equity, but not
the obligation, to spend any monies to cure such Event of Default so long
as such action by Tenant does not adversely affect the systems or structure
of the Project.

(4)  If an Event of Default by Landlord occurs and Tenant exercises
Tenant's right to cure under this Paragraph 34(t), Tenant shall have the
right to invoice Landlord (with a duplicate copy to each mortgagee of
Landlord the address for which Landlord has provided in a written notice to
Tenant) the cost and expenses incurred by Tenant in connection with curing
such Event of Default, and Landlord shall reimburse Tenant within thirty
(30) days following receipt of such invoice.  If (A) Landlord shall fail to
reimburse Tenant for such cost and expenses within such thirty (30) day
period, (B) Tenant obtains in a court of competent jurisdiction a final
nonappealable judgment against Landlord for such costs (provided that
Tenant simultaneously with the giving, sending or serving of the same on or
to Landlord provides each mortgagee of Landlord, the address for which
Landlord has provided in a written notice to Tenant, duplicate 

-40-

copies of the complaint, all notices, pleadings and other matters served
upon or delivered to Landlord in connection with obtaining such judgment,
and sends each such mortgagee a copy of the final judgment at least thirty
(30) days prior to commencing any offset), and (C) Landlord shall fail to
reimburse Tenant for such cost and expenses within thirty (30) days after
the later of the date such judgment is final or the date a copy of such
final judgment was sent to each such mortgagee, then, in such event, Tenant
shall have the right to deduct such costs and expenses from Base Rent
thereafter due hereunder, provided, however, that in no event shall the
amount deducted from any installment of Base Rent exceed an amount equal to
twenty five percent (25%) of the amount of such installment of Base Rent
prior to such deduction. For the purposes of this Lease, such judgment
shall be deemed to be "final" at such time as the judgment has been granted
by the court and any and all appeal periods, as provided by law, with
respect thereto have expired with no appeal having been filed; or if filed,
rejected or terminated finally and conclusively in favor of the Tenant.
Each mortgagee of Landlord shall have the right, but not the obligation, to
reimburse Tenant any amounts due to be reimbursed by Landlord to Tenant as
set forth above and Tenant shall accept any such reimbursement in
satisfaction of Landlord's reimbursement obligations hereunder.

(u) Consents and Approvals.  Unless the applicable provision provides
----------------------                                           
otherwise (such as, but not limited to, by providing that consent may be granted
or withheld in a party's sole discretion, or by specifying a different time
period), whenever this Lease provides for the consent or approval of Landlord or
Tenant, such party shall not unreasonably withhold, condition or delay such
consent, and the responding party shall have thirty (30) days to respond.

(v) Confidentiality.  Landlord and Tenant agree that the terms and
---------------                                               
conditions of this Lease, as well as any prior negotiations between Landlord and
Tenant with respect to this Lease, shall be treated as confidential, except in
any litigation or proceeding between the parties and, except further, that
either party may disclose such information to prospective purchasers, to
prospective or existing lenders, to prospective or existing investors, to
prospective or existing assignees or sublessees, to any affiliates, to any
attorney, accountant, auditor or other licensed professional consultant to the
disclosing party, to any state, federal or local governmental authority,
department, board, commission, court, officer or agency (including, but not
limited to, the Internal Revenue Service) or pursuant to any subpoena or
judicial process.  This duty of confidentiality does not apply to information:
(1) lawfully within a party's possession prior to the negotiations leading to
this Lease; (2) that is voluntarily disclosed to the public by a third-party
that does not breach any obligation it has not to reveal such information; (3)
is voluntarily disclosed to the public by the other party, or such party's
affiliates, or contractors; or (4) is generally known to the public.  Landlord
and Tenant agree not to unreasonably withhold consent to any public announcement
or press release concerning this transaction.

(w) Landlord's Lien.  Landlord hereby waives, releases and negates any
---------------                                                   
and all contractual liens and security interests, statutory liens and security
interests and/or any and all other liens and security interests arising by
operation of law or otherwise to which Landlord might now or hereafter be
entitled upon all equipment, furnishings, furniture, supplies, inventory or
other personal property which Tenant may place (or cause or permit to be placed
on its behalf) in or upon the Demised Premises.  So long as Landlord has not
terminated Tenant's right to possession of the Demised Premises pursuant to
Paragraph 26(b)(ii) hereof, Tenant may remove 

-41-

its property from the Demised Premises at any time during the term of this Lease
without Landlord's consent. In the event Landlord terminates Tenant's right to
possession of the Demised Premises pursuant to Paragraph 26(b)(ii) hereof,
Tenant may remove its property from the Demised Premises during the period
ending on the day ten (10) days following such termination.

(x) Landlord Alterations.  Except for alterations required by law to
--------------------                                            
the extent such alterations are Landlord's responsibility under this Lease, and
except to the extent permitted pursuant to Exhibit "C", until such time as an
-----------                       
Event of Default has occurred and is continuing, or Landlord has terminated
Tenant's right to possession of the Demised Premises pursuant to Paragraph
26(b)(ii) hereof, Landlord will not make any alterations to the Project without
Tenant's consent, which consent, except as expressly provided otherwise in this
Lease with respect to specific matters (such as, without limitation, signs in
Paragraph 39), may be granted or withheld in Tenant's sole discretion.

(y) Counterparts. This Lease may be executed in multiple counterparts,
------------                                                      
each of which shall constitute an original, but all of which taken together
shall constitute one and the same agreement.  The executed signature pages of
any counterpart hereof may be appended or attached to any other counterpart
hereof; and, provided that all parties hereto shall have executed a counterpart
hereof, this Lease shall be valid and binding upon the parties notwithstanding
the fact that the execution of all parties may not be reflected upon any one
single counterpart.

-42-

IN WITNESS WHEREOF, the parties hereto have executed and sealed this Lease
on the day, month and year first above written.

"TENANT":
---------

NISSAN MOTOR ACCEPTANCE CORPORATION, a
Witness:                              California corporation

_________________________             By: /s/ Katsumi Ishii
-------------------------------------  
Name: Katsumi Ishii
-----------------------------------
Its: President
------------------------------------
_________________________
Attest:_________________________________
Name:___________________________________
Its:____________________________________

(CORPORATE SEAL)

"LANDLORD":
-----------            

WELLS OPERATING PARTNERSHIP, L.P., a 
Delaware limited partnership

Witness:                              By:  Wells Real Estate Investment Trust,
Inc., a Maryland corporation, 
general partner
/s/ John W. Griffin
-------------------------
By: /s/ Leo F. Wells III
------------------------
Name: Leo F. Wells III
----------------------       
/s/ Martha Jean Cory                       Title: President
_________________________                        ---------------------

EXHIBIT "A"
-----------                

LAND

BEING a tract of land situated in the CORDELIA BOWEN SURVEY, ABSTRACT NO. 56, 
DALLAS County, Texas, and being all of Lot 7, Block C of DFW FREEPORT, 12TH 
INSTALLMENT, an Addition to the City of Irving, Texas, recorded in Volume 86246,
Page 317, Deed Records of DALLAS County, Texas, said tract being more 
particularly described by metes and bounds as follows:

BEGINNING at a 1/2 inch iron rod with "Halff Assoc., Inc" cap (hereafter 
referred to as "with cap") found for corner at the North end of a right of way
corner clip at the intersection of the Northeast right of way line of Esters
Boulevard (80 foot right of way) and the Southeast right of way line of Freeport
Parkway (100 foot right of way);

THENCE North 54 degrees 19 minutes 10 seconds East, with said Southeast right of
way line of Freeport Parkway, a distance of 57.16 feet to a 1/2 inch iron rod 
with cap found at the beginning of a curve to the left having a radius of 880.59
feet;

THENCE in a Northerly direction, continuing with said Southeast right of way 
line and along said curve to the left, through a central angle of 44 degrees 00 
minutes 00 seconds, an arc distance of 676.24 feet to a 1/2 inch iron rod with 
cap found for corner;

THENCE North 10 degrees 19 minutes 10 seconds East, continuing along said right 
of way line, a distance of 87.55 feet to a 1/2 inch iron rod with cap found for 
corner, said point being the Southeast end of a right of way corner clip at the 
intersection of said Southeast right of way line of Freeport Parkway and the 
Southwest right of way line of Regent Boulevard (100 foot right of way);

THENCE North 55 degrees 19 minutes 10 seconds East, along said right of way 
corner clip, a distance of 25.00 feet to a 1/2 inch iron rod with cap found for 
corner on said Southwest line of Regent Boulevard;

THENCE South 79 degrees 40 minutes 50 seconds East, along said Southwest right 
of way, a distance of 402.27 feet to a 1/2 inch iron rod with cap found at the 
beginning of a curve to the right having a radius of 549.97 feet;

THENCE in a Southeasterly direction, continuing with said Southwest right of way
line, along said curve to the right, through a central angle of 43 degrees 56 
minutes 10 seconds, an arc distance of 421.73 feet to a 1/2 inch iron rod with 
cap found at the end of said curve;

THENCE, South 35 degrees 44 minutes 40 seconds East, continuing with said 
Southwest right of way line, a distance of 88.38 feet to a 1/2 inch iron rod 
with cap found for corner, said point being the Northern most corner of Lot 6, 
Block C of said 12th Installment;

THENCE South 54 degrees 19 minutes 10 seconds West, departing said Southwest 
right of way line and along the Northwesterly line of said Lot 6, passing at a 
distance of 820.00 feet the Western most corner of Lot 6, also being the 
Northern most corner of Lot 9B, Block C, DFW Freeport, 12th Installment 
Revision, an Addition to the City of Irving, Texas, recorded in Volume 94036, 
Page 4168, Deed Records, DALLAS County, Texas, and continuing along the 
Northwesterly line of said Lot 9B, in all a distance of 1208.41 feet to an "X" 
cut in concrete set on said Northeast right of way line of Esters Boulevard;

THENCE North 35 degrees 40 minutes 50 seconds West, with said Northeast right of
way line, a distance of 433.97 feet to a 1/2 inch iron rod with cap found at the
South end of the aforementioned corner clip at the intersection of Esters 
Boulevard and Freeport Parkway;

THENCE North 09 degrees 19 minutes 10 seconds East, with said right of way 
corner clip, a distance of 25.00 feet to the POINT OF BEGINNING and CONTAINING 
647,857 square feet or 14.873 acres of land, more or less.

EXHIBIT 10.96

GUARANTY OF LEASE FOR THE NISSAN PROPERTY

GUARANTY OF LEASE

THIS GUARANTY OF LEASE ("Guaranty") is made as of this 19/TH/ day of
September, 2001 by NISSAN NORTH AMERICA, INC., a California corporation
("Guarantor"), to and for the benefit of WELLS OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership ("Landlord").

W I T N E S S E T H:

For value received and in order to induce Landlord to execute that
certain lease ("Lease") dated September 19, 2001 by and between Landlord and
Nissan Motor Acceptance Corporation, a California corporation, as tenant
("Tenant"), Guarantor hereby agrees to the following:

1.  Guarantor unconditionally guarantees the payment when due of all
payment obligations (including, but not limited to, payment of rent) imposed
upon Tenant under the terms of the Lease, when and as the same shall become due
thereunder, and the payment of all costs and expenses incurred by Landlord
arising out of or in connection with Tenant's failure to fulfill non-monetary
obligations imposed upon Tenant under the terms of the Lease..  This Guaranty is
a guaranty of payment (not of collection).

2.  Guarantor agrees that Landlord shall not be first required to
enforce against Tenant or any other person any obligation guaranteed hereby
before seeking enforcement thereof against Guarantor.  Suit may be brought and
maintained against Guarantor by Landlord to enforce any obligation guaranteed
hereby without joinder of Tenant or any other person.  Guarantor's liability
hereunder shall not be affected by any termination of the Lease.

3.  This Guaranty shall be enforceable against Guarantor without the
necessity of any suit or proceeding on Landlord's part of any kind or nature
whatsoever against Tenant and without the necessity of any notice of non-
payment, non-performance or non-observance or of any notice of acceptance of
this Guaranty or of any other notice or demand to which Guarantor might
otherwise be entitled other than as provided herein, all of which Guarantor
hereby expressly waives.

4.  Except for the exercise of the options to extend the term of the
Lease set forth in Paragraph 4 of the Lease, the liability of the Guarantor
under this Guaranty shall not be increased, extended or otherwise adversely
affected by any amendment, modification, waiver or any change in the Lease that
is made without the written consent of the Guarantor and which would have the
effect of increasing or extending the obligations of Tenant or otherwise
changing such obligations in a way that would be adverse to Tenant or the
Guarantor.

5.  The liability of Guarantor hereunder is absolute and unconditional
and shall in no way be affected by (a) the release or discharge of Tenant in any
creditors, receivership, bankruptcy, or other proceedings; (b) the impairment,
limitation or modification of the liability of Tenant or the estate of Tenant in
bankruptcy or of any remedy for the enforcement of Tenant's liability under the
Lease, resulting from the operation of any present or future provisions of the
United States Bankruptcy Code or other statute or from the decision in any
court; (c) the 

rejection or disaffirmance of the Lease in any such proceedings; (d) the
assignment or transfer of the Lease by Tenant to any subsidiary or affiliate of
Guarantor; (e) any disability or other defense of Tenant other than the defense
of payment and the rights of set off, abatement and credit expressly set forth
in the Lease; (f) the assertion or the failure to assert by Landlord against
Tenant of any of the rights or remedies reserved by Landlord pursuant to the
terms, covenants and conditions of the Lease, or (g) any non-liability of Tenant
under the Lease due to any other defect or defense which may now or hereafter
exist in favor of Tenant except for the rights of set off, abatement and credit
expressly set forth in the Lease. The liability of Guarantor hereunder shall in
no way be affected, modified or diminished by reason of any bankruptcy,
insolvency, reorganization, liquidation, arrangement, assignment for the benefit
of creditors, receivership, trusteeship or similar proceeding affecting Tenant,
whether or not notice thereof is given to Guarantor.

6.  Until all the covenants and conditions in the Lease on Tenant's
part to be performed and observed are fully performed and observed, Guarantor
(a) shall have no right of subrogation against Tenant by reason of any payments
by Guarantor in compliance with the obligations of Guarantor hereunder; and (b)
waives any right to enforce any remedy which Guarantor now or hereafter shall
have against Tenant by reason of any one or more payments made by Guarantor to
Landlord in compliance with the obligations of Guarantor hereunder.

7.  This Guaranty shall be binding upon Guarantor and the successors
and assigns of Guarantor, and shall inure to the benefit of Landlord and its
successors and assigns.

8.  This Guaranty shall be governed by the laws of the State of Texas.

9.  The Guarantor acknowledges that it will benefit by Tenant entering
into the Lease with Landlord.

10.  Should Landlord be obligated by any bankruptcy or other law to
repay to Tenant or to Guarantor or to any trustee, receiver or other
representative of either of them, any amounts previously paid, this Guaranty
shall be reinstated in the amount of such repayments.  Landlord shall not be
required to litigate or otherwise dispute its obligations to make such
repayments if it in good faith believes that such obligation exists.

2

IN WITNESS WHEREOF, Guarantor has executed this instrument in the day
and year first above written.

NISSAN NORTH AMERICA, INC.

By: /s/ James C. Morton, Jr.
--------------------------------------
Name: James C. Morton, Jr.
-------------------------------------
Title: Senior Vice President, Admistration 
------------------------------------
and Finance
------------------------------------

Address for Notices:

Nissan North America, Inc.
Attn: Ted Maslin, Corporate Manager, Real Estate and Facilities
330 West Victoria Street
Gardena, California 90248
FAX: 310-771-6084
E-Mail: ted.maslin@nissan-usa.com

with a copy to:

Nissan North America, Inc.
Attn: Legal Department
990 West 190/th/ Street
Torrance, California 90502
FAX: 310-515-6750
E-Mail: sue.derian@nissan-usa.com

Federal Identification Number:
95-2108010

SECRETARY'S CERTIFICATE

The undersigned hereby certifies that she is the Assistant Secretary of
Guarantor, and as such has knowledge of the facts stated in this Certificate,
that the foregoing Guaranty was executed and delivered by Guarantor pursuant to
due authorization of the Board of Directors of Guarantor, and that the officers
of the corporation who signed the Guaranty on behalf of the corporation were the
then incumbents of the offices set forth under their respective names, and as
such officers were duly authorized to execute said Guaranty on behalf of the
Guarantor.

DATED this 19/TH/ day of September, 2001.

/s/ Susan M. Derian
------------------------------
Assistant Secretary

3

EXHIBIT 10.97

DEVELOPMENT AGREEMENT FOR THE NISSAN PROPERTY

DEVELOPMENT AGREEMENT

BETWEEN

WELLS OPERATING PARTNERSHIP, L.P.
Owner

AND

CHAMPION PARTNERS, LTD.
Developer

September 19, 2001

TABLE OF CONTENTS
-----------------

Page
----

ARTICLE 1 DEFINITIONS............................................................................        1

ARTICLE 2 ENGAGEMENT OF THE DEVELOPER............................................................        4
2.1 Engagement...........................................................................        4
2.2 Relationship.........................................................................        5

ARTICLE 3 TERM OF AGREEMENT......................................................................        5

ARTICLE 4 RESPONSIBILITIES OF THE DEVELOPER......................................................        5
4.1 General Responsibility...............................................................        5
4.2 Pre-Development Phase................................................................        6
4.3 Design Development Phase.............................................................        8
4.4 Construction Phase...................................................................       10
4.5 All Phases...........................................................................       15
4.6 Completion...........................................................................       18
4.7 Employees............................................................................       18
4.5 Developer's Costs....................................................................       19

ARTICLE 5 DEVELOPMENT BUDGET.....................................................................       19
5.1 Implementation of Development Budget.................................................       19
5.2 Revision of Development Budget.......................................................       20
5.3 Emergencies..........................................................................       20
5.4 Reduction in Fees....................................................................       20
5.5 Developer's Obligation for Overage...................................................       21

ARTICLE 6 AUTHORITY OF THE DEVELOPER.............................................................       22
6.1 General Authority....................................................................       22
6.2 Execution of Documents and Agreements................................................       22
6.3 Ratification of Prior Actions of Developer...........................................       22

ARTICLE 7 ACCOUNTING AND REPORTS.................................................................       22
7.1 Books of Account.....................................................................       22
7.2 Monthly Reports......................................................................       23
7.4 Annual Development and Financial Statements..........................................       24
7.5 Examination of Books and Records.....................................................       24

ARTICLE 8 BANKING................................................................................       24
8.1 Separate Accounts....................................................................       24
8.2 The Owner's Duty to Provide Funds....................................................       24
8.3

Investment of Owner's Funds..........................................................       25 

ARTICLE 9 STANDARD OF CARE; LIABILITY; INDEMNITY; CONFIDENTIALITY................................................       25 
9.1 Standard of Care; Developer's Liability..............................................................       25
9.2 Indemnity of Owner...................................................................................       25
9.3 Indemnity of Developer...............................................................................       25
9.4 Survival of Indemnities..............................................................................       26
9.5 No Obligation to Third Parties.......................................................................       26
9.6 Nature of the Developer's Duties and Responsibilities................................................       26
9.7 Ownership of Information and Materials...............................................................       26

ARTICLE 10 INSURANCE.............................................................................................       27
10.1 Insurance Requirements..............................................................................       27
10.3 Waiver of Subrogation...............................................................................       27

ARTICLE 11 COMPENSATION OF THE DEVELOPER.........................................................................       27
11.1 Fees - General......................................................................................       27
11.2 Development Fee.....................................................................................       27
11.5 Leasing Fee.........................................................................................       28
11.4 Nissan Work Fee.....................................................................................       28
11.5 Reimbursement of Costs..............................................................................       29
11.6 Disbursements to the Developer......................................................................       29

ARTICLE 12 RENT CREDITS, REIMBURSEMENTS..........................................................................       29
12.1 Payment by Developer of Rent Credits................................................................       29
12.2 Reimbursement by Owner of Advances..................................................................       29
12.3 Reimbursement by Owner of Costs and Expenses........................................................       29

ARTICLE 13 DEFAULT AND TERMINATION...............................................................................       30
13.1 Default by Developer................................................................................       30
13.2 Additional Terminating Event........................................................................       31
13.3 Default by Owner....................................................................................       31
13.4 Obligation for Fees Upon Termination................................................................       31
13.5 Actions Upon Termination............................................................................       31
13.6 Interest............................................................................................       32

ARTICLE 14 OTHER ACTIVITIES OF THE DEVELOPER.....................................................................       32

ARTICLE 15 NATURE OF AGREEMENT...................................................................................       32

ARTICLE 16 GENERAL PROVISIONS....................................................................................       32
16.1 Notices.............................................................................................       32
16.2 Modifications.......................................................................................       33
16.3 Binding Effect......................................................................................       33
16.4 Duplicate Originals.................................................................................       33
16.5 Construction........................................................................................       34
16.6 Entire Agreement....................................................................................       34
16.7 Assignment..........................................................................................       34
16.8 Authorized Representatives..........................................................................       34 

ii

16.9  Terminology...........................................................................      35
16.10 Time of Essence.......................................................................      35

Exhibits:
--------

Exhibit "A"       Description or Site Plan of Fee Parcel Comprising Land
Exhibit "B"       Development Budget
Exhibit "C"       Insurance Requirements
Exhibit "D"       Reimbursable Expenditures Relating to Project
Exhibit "E"       Form of Estoppel Certificate
Exhibit "F"       Total Project Cost Defined
Exhibit "G"       Lien Waiver and Claim Waiver Forms
Exhibit "H"       Actions of Developer Ratified by Owner
Exhibit "I"       Nissan Lease Takeover and Land Purchase

iii

DEVELOPMENT AGREEMENT
---------------------

THIS AGREEMENT, made and entered into this 19 day of September, 2001, by
and between WELLS OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
(hereinafter referred to as the "Owner"), and CHAMPION PARTNERS, LTD., a Texas
limited partnership (hereinafter referred to as the "Developer").

W I T N E S S E T H:
- - - - - - - - - - 

WHEREAS, the Owner owns or has the contractual right to acquire a certain
parcel of land located in the Freeport Business Park in the City of Irving,
Dallas County, Texas, on which the Owner proposes to develop and construct an
office building with related parking, landscaping and other site work pursuant
to plans and specifications prepared and to be prepared by HKS, Inc.; and

WHEREAS, the Owner desires to engage the Developer as an independent
contractor, upon the terms and conditions set forth herein, to supervise and to
manage the development and construction of such building and other improvements
and to lease space in such building to Nissan; and

WHEREAS, the Developer desires to perform such services for the Owner in
consideration of the compensation set forth herein.

NOW, THEREFORE, for and in consideration of the premises, the sum of Ten
Dollars ($10.00) in hand paid by each party to the other, and the mutual
promises, obligations and agreements contained herein, the Owner and the
Developer, intending to be, and being, legally bound, do hereby agree as
follows:

ARTICLE 1
---------
DEFINITIONS
-----------

For purposes of this Agreement, each of the following terms shall, when
used herein with an initial capital letter, have the meaning hereinbelow set
forth.

Agreement.  The term "Agreement" means this Development Agreement, together
---------                                                                  
with all amendments hereto and all exhibits attached hereto.

Architect.  The term "Architect" means the architectural firm of HKS, Inc.
---------                                                                 
and any other firm employed by the Owner as an architect with respect to the
Project.

Architect's Agreement.  The term "Architect's Agreement" means the
---------------------                                             
agreement(s) between the Owner and the Architect under which the Architect has
been or shall be engaged to prepare architectural designs, plans, drawings and
specifications for the Project and to render 

other services in connection with the design and construction of the Project.
The Architect's Agreement is incorporated herein by this reference.

Building.  The term "Building" means a first-class, single tenant, three-
--------                                                                
story office building, containing approximately 268,290 gross square feet, which
the Owner intends to develop and construct upon the Land.

Capitalized Rent Amount.  The term "Capitalized Rent Amount" is defined in
-----------------------                                                   
Section 5.4 hereof.

CC&R.  The term "CC&R" is defined in Section 4.5.10 hereof.
----                                                       

Communication System Plan.  The term "Communication System Plan" is defined
-------------------------                                                  
in Section 4.5.4 hereof.

Completion Date.  The term "Completion Date" means the first day on which
---------------                                                          
all of the following have occurred:  (i) the construction and equipping of the
Project has been substantially completed in accordance with Architect's plans
and specifications (inclusive of landscaping plans, to the extent that
landscaping can feasibly be installed due to the season), as evidenced by a
certificate to such effect from the Architect, (ii) appropriate certificates of
occupancy or their equivalent have been issued by the appropriate governmental
authority with respect to the core and shell portion of the Building and with
respect to the space in the Building to be occupied by Nissan, (iii) the Rent
Commencement Date under the Nissan Lease has occurred and either Nissan is
actually paying Base Rent under the Nissan Lease or Base Rent is then due and
payable but Nissan is effectuating a credit against Base Rent under Paragraphs 2
or 7 of Exhibit "C" attached to the Nissan Lease or under Exhibit "D" attached
to the Nissan Lease, and (iv) Nissan has executed and delivered to the
"Landlord" under the Nissan Lease an estoppel certificate substantially in the
form attached hereto as Exhibit "E" and by reference made a part hereof.
-----------                                     

Construction Agreement.  The term "Construction Agreement" means,
----------------------                                           
collectively, the construction contract between the Owner and the Contractor
with respect to the Project and such other construction or employment agreements
as may be hereafter entered into by the Owner and a general contractor or
special purpose contractor with respect to the performance of work or the
providing of services to the Project.  The Construction Agreement is
incorporated herein by this reference.

Construction Documents.  The term "Construction Documents" means,
----------------------                                           
collectively, the Architect's plans and specifications for the Project, the
Construction Agreement, the Architect's Agreement, and the agreements between
Owner and the other Owner Consultants.

Contractor.  The term "Contractor" means, collectively, Thos. S. Byrne Inc.
----------                                                                 
and all other firms employed by the Owner as a general contractor or as a
special purpose contractor with respect to the Project; and singly any such
general or special purpose contractor.

Contractor CPM Schedule.  The term "Contractor CPM Schedule" is defined in
-----------------------                                                   
Section 4.4.11 hereof.

-2-

Developer.  The term "Developer" means Champion Partners, Ltd., a Texas
---------                                                              
limited partnership.

Development Budget.  The term "Development Budget" means the budget, a copy
------------------                                                         
of which is attached hereto and made a part hereof as Exhibit "B", which sets
-----------            
forth the Developer's best estimate of all expenses to be incurred with respect
to the acquisition of the Land, the planning, design, development, construction
and completion of the Project, including the Tenant Improvements for Nissan.

Development Fee.  The term "Development Fee" means the fee to be paid to
---------------                                                         
the Developer by the Owner as provided in Section 11.2 hereof.

Development Functions.  The term "Development Functions" means those
---------------------                                               
functions of the Developer set forth in Section 4.2 of this Agreement.

Development Period.  The term "Development Period" means the period
------------------                                                 
commencing on the date of this Agreement and terminating on the date which is
three (3) months after the Completion Date.

Event of Default.  The term "Event of Default" means any one or more of the
----------------                                                           
events described in Section 13.1 of this Agreement.

Land.  The term "Land" means that certain parcel of land containing
----                                                               
approximately 14.873 acres located in the Freeport Business Park in the City of
Irving, Dallas County, Texas, as more particularly shown or described on Exhibit
-------
"A" attached hereto and by this reference made a part hereof.
---                                                          

Leasing Fee.  The term "Leasing Fee" means the fee to be paid to the
-----------                                                         
Developer by the Owner as provided in Section 11.3 hereof.

Memorandum.  The term "Memorandum" is defined in Exhibit "I" attached
----------                                       -----------         
hereto and by reference made a part hereof.

Monthly Report.  The term "Monthly Report" means the report to be prepared
--------------                                                            
by the Developer and submitted to the Owner on a monthly basis as provided in
Section 7.2 hereof.

Nissan.  The term "Nissan" means Nissan Motor Acceptance Corporation, a
------                                                                 
California corporation.

Nissan Lease.  The term "Nissan Lease" means the Lease Agreement between
------------                                                            
Owner and Nissan dated September __, 2001.

Owner.  The term "Owner" means Wells Operating Partnership, L.P., a
-----                                                              
Delaware limited partnership.

-3-

Owner Consultant.  The term "Owner Consultant" is defined in Section 4.2.3
----------------                                                          
hereof.

Project.  The term "Project" means the Land, the Building, the Site
-------                                                            
Improvements, and the Tenant Improvements, collectively.

Project Requirements.  The term "Project Requirements" is defined in
--------------------                                                
Section 4.2.4 hereof.

Project Schedule.  The term "Project Schedule" is defined in Section 4.2.5
----------------                                                          
hereof.

QAC Plan.  The term "QAC Plan" is defined in Section 4.4.6 hereof.
--------                                                          

Rent Commencement Date.  The term "Rent Commencement Date" means the "Rent
----------------------                                                    
Commencement Date" under the Nissan Lease, which is the date that full Base Rent
shall commence to be due and payable under the Nissan Lease.

Reserve Account.  The term "Reserve Account" is defined in Exhibit "I"
---------------                                            -----------
attached hereto.

Safety Plan.  The term "Safety Plan" is defined in Section 4.4.8 hereof.
-----------                                                             

Site Improvements.  The term "Site Improvements" means the surface level
-----------------                                                       
parking facilities, sufficient to accommodate approximately 1,056 automobiles
on-site, any and all on and off-site road improvements, walkways, complete
utilities and drainage systems, landscaping work, exterior lighting, ground-
mounted signs and other site improvements which the Owner intends to develop and
construct upon the Land.

Tenant Improvements.  The term "Tenant Improvements" means the tenant
-------------------                                                  
improvements required to be installed or constructed by the "Landlord" under the
Nissan Lease.

Tenant Occupancy Fee.  The term "Tenant Occupancy Fee" means the fee to be
--------------------                                                      
paid to the Developer by the Owner as provided in Section 11.4 hereof.

Total Lease Takeover Net Costs.  The term "Total Lease Takeover Net Costs"
------------------------------                                            
is defined in Exhibit "I" attached hereto.
-----------                 

Total Project Costs.  The term "Total Project Costs" is defined in Exhibit
-------------------                                                -------
"F" attached hereto and by reference made a part hereof.
---                                                     

ARTICLE 2
---------
ENGAGEMENT OF THE DEVELOPER
---------------------------

2.1  Engagement.  The Owner hereby engages the Developer as the exclusive
----------                                                          
development manager of the Project to supervise, to manage, and to coordinate
the planning, design, construction, and completion of the Project, all in
accordance with the terms, conditions and limitations herein set forth.  The
Developer hereby accepts such engagement and hereby

-4-

agrees to diligently use commercially reasonable efforts in the performance of
its duties and the Development Functions hereunder, which performance in all
respects and at all times shall be carried out to the same extent and with the
same degree of care and quality as the Developer would exercise in the conduct
of its own affairs if the Developer were the owner of the Project. The Developer
agrees to apply prudent and reasonable business practices in the performance of
its duties hereunder and shall exercise that degree of skill, competence,
quality and professional care rendered by the leading and most reputable
companies performing the same or similar type services for first-class quality
office projects in the metropolitan Dallas, Texas, area. The Developer will not
subcontract any of its services to any other entity or person without first
obtaining Owner's prior written consent.

2.2  Relationship.  With respect to the Owner, the Developer shall at all
------------                                                        
times be an independent contractor.  No provision hereof shall be construed to
constitute the Developer or any of its officers or employees as an employee or
employees of the Owner nor shall any provision of this Agreement be construed as
creating a partnership or joint venture between the Developer and the Owner.
Neither the Owner nor the Developer shall have the power to bind the other party
except pursuant to the terms of this Agreement.  Developer agrees to conform its
general policies and procedures to any commercially reasonable requirements of
any lender providing construction financing for the acquisition and construction
of the Project.  In addition, if Owner disapproves of any of the general
policies and procedures of the Developer with respect to the Project and shall
have so notified the Developer, the Developer shall conform its general policies
and procedures with respect to the Project to those requested by the Owner
insofar as such policies may be consistent with the terms and provisions of this
Agreement and do not create additional expense to the Developer.

ARTICLE 3
---------
TERM OF AGREEMENT
-----------------

The engagement of the Developer hereunder shall commence on the date on
which this Agreement is executed and shall end on the date which is three (3)
months from and after the Completion Date (except for the terms of Exhibit "I"
-----------
attached hereto, which shall end on the date which is eighteen (18) months from
and after the Completion Date); provided, however, if any remedial work to be
performed by the Contractor following the completion of the Project has not been
completed, the term of this Agreement shall be extended until the date on which
any remedial work required to be performed by the Contractor following
completion of the Project shall be so performed and accepted by the Owner.

ARTICLE 4
---------
RESPONSIBILITIES OF THE DEVELOPER
---------------------------------

4.1  General Responsibility.  The Developer's general responsibility
----------------------                                         
hereunder as the Owner's development manager shall be to manage, supervise, and
coordinate the planning, design, construction, and completion of the Project.
Such general responsibility of Developer, 

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together with the other responsibilities of Developer set forth in Sections 4.2
through 4.5 below, are herein collectively referred to as the "Development
Functions".

4.2  Pre-Development Phase.  During the Pre-Development Phase of the
---------------------                                          
Project (which shall include, but not be limited to, the Pre-Design, Pre-
Construction, Negotiation and Schematic Design Phases of the Architect's
services), Developer's responsibilities shall include the following:

4.2.1  The Developer has prepared the Development Budget.

4.2.2 The Developer and Owner shall negotiate the Architect's Agreement,
and such Architect's Agreement either will be executed by Developer as
"Owner" thereunder and then assigned by Developer to Owner or will be
submitted to Owner for execution by Owner. Owner may elect to thereafter
assign the Architect's Agreement to the Contractor.

4.2.3  The Developer shall recommend to Owner engineering, interior
design and other specialists and consultants for the Project, shall
coordinate the process for the selection and/or approval by Owner of such
specialists and consultants for the Project, shall review and analyze
proposals from such specialists and consultants, and, following written
approval thereof by Owner, shall negotiate (on terms consistent with and
within limitations of the Development Budget), review and evaluate proposed
contracts between Owner and such specialists and consultants or between
Architect and such specialists and consultants (it being the current
intention of Owner that Architect will engage directly the MEP engineer,
structural engineer, landscape architect, and civil engineer). The
contracts with such specialists and consultants (other than those engaged
directly by the Architect) either will be entered into by Developer as
"Owner" thereunder and then assigned by Developer to Owner or will be
submitted to Owner for execution by Owner. Once Owner has accepted an
assignment of a contract with a specialist or consultant or entered into a
contract with a specialist or consultant, such specialist or consultant
(including the Architect) shall be referred to as an "Owner Consultant".

4.2.4  The Developer shall assist Owner in establishing and developing
the Project's design criteria and Project requirements and, upon approval
by Owner in writing, such approved criteria shall form the basis upon which
the design of the Project shall be measured. Such approved design criteria
and Project requirements shall be referred to as the "Project
Requirements".

4.2.5  The Developer shall establish and develop a critical-path-
method schedule for the Project for Owner's written approval. Once approved
by Owner, such schedule shall be referred to as the "Project Schedule". The
Project Schedule shall show the start and finish dates and schedule for the
planning, design, materials and equipment procurement and the construction
of the Project, and shall show all critical milestone dates. The Project
Schedule shall be consistent with the dates for substantial completion and
final completion of the Project contained in the Nissan Lease. Subject to
the notice and cure provisions under Section 13.1 of this Agreement,
failure of Developer to comply 

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in all material respects with its scheduling obligations set forth in this
Agreement may be deemed to be a default under this Agreement entitling
Owner to terminate Developer for cause under Section 13.1 hereof, unless
such failure is due to force majeure. No delay in the planning,
construction or completion of the Project or of the Rent Commencement Date
under the Nissan Lease which is caused by force majeure shall affect or
reduce the calculation of Total Project Costs.

4.2.6  The Developer shall initiate and monitor the preparation by
Owner Consultants of boundary and topographic surveys of the Land or
applicable portions thereof.

4.2.7  The Developer shall initiate and monitor the preparation by
Owner Consultants of site plans showing the location of roads, utilities,
buildings, parking areas and other improvements to be constructed in
connection with the Project.

4.2.8  The Developer shall initiate and monitor the preparation by
Owner Consultants of preliminary drawings, specifications and other
documents (including, but not limited to, the preliminary drawings,
specifications and other documents produced by the Architect or its
consultants during the Pre-Design Phase or Schematic Design Document Phase)
in accordance with the approved Project Requirements.

4.2.9  If requested by Owner, the Developer shall arrange for and
identify potential specialists and consultants to prepare environmental
Phase I reports with respect to the Land, and Developer shall consult with
Owner and the selected Owner Consultants as to such other environmental
reports as may be deemed necessary or desirable to ascertain what, if any,
environmental risks or liabilities may exist with respect to the Land.

4.2.10 The Developer shall arrange for and identify potential
specialists and consultants for Owner's written approval to perform soil
testing on the Land and upon which the foundations and substructure of the
Project will be located to determine if the soil is suitable for the
construction of the Project and to determine the likelihood of excessive
expenses which may be required for excavation and soil work on the Project.

4.2.11 The Developer shall initiate and monitor the preparation of
geotechnical, architectural, engineering and other studies necessary for
the development of the Project with the Architect and other Owner
Consultants.

4.2.12 Developer shall advise Owner with respect to any traffic
planning issues, historic preservation issues, and aesthetic issues.

4.2.13 The Developer shall coordinate the acquisition by the Owner of
the Land.

4.2.14 The Developer shall provide cost evaluations of alternatives
to the Project Requirements, including, without limitation, use of
materials, equipment, systems, and

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construction methods that could result in lower costs due to greater energy
efficiency, longer life, lower maintenance and ease of operation.

4.3  Design Development Phase.  During the Design Development Phase of the
------------------------                                             
Project, which shall include, but not be limited to, the Design Development and
Construction Document phases of the Architect's services, Developer shall
coordinate with Owner and with the Contractor, the Architect and the other Owner
Consultants to obtain Design Development Documents (including appropriate
materials, mock-ups, color samples and sample interior finish boards) acceptable
to Owner and Nissan, and Developer's responsibilities will include the
following:

4.3.1  The Developer shall review design drawings and specifications,
including, without limitation, design development documents and
construction documents prepared by Architect and its consultants, shall
make recommendations to the Owner and Architect regarding their
constructability, expected cost, and schedule, and shall coordinate any
changes in such design drawings and specifications requested by Owner. The
Developer shall promptly give the Architect and Owner written notice of any
issues concerning constructability, expected cost or schedule that may have
an adverse impact on the Project; provided, however, Developer's actions
with respect to the design shall be advisory to the Owner and Architect and
shall not constitute an undertaking on the part of the Developer for the
adequacy or constructability of the design, and Owner and Developer agree
that the responsibility for the design rests with the Architect. In
addition, the Developer shall during its reviews provide recommendations on
the selection of materials, building systems and equipment, methods of
Project delivery, relative feasibility of construction methods and the
preferred construction method, availability of materials and labor, time
requirements for procurement, installation and construction, and factors
related to construction cost including, but not limited to, costs of
alternative designs or materials, the Development Budget, and possible
economies. The Developer's review and comments on the design shall be
advisory to the Owner and Architect and shall not constitute an undertaking
on the part of the Developer for the adequacy or constructability of the
design. Owner and Developer agree that the responsibility for the design
rests with the Architect.

4.3.2  The Developer shall work with the Architect and the other Owner
Consultants to achieve compatibility and coordination of all design
drawings and specifications (including, but not limited to, design
development documents and construction documents prepared by Architect and
its consultants and any other documents prepared by any other Owner
Consultants) with each other. The Developer's review and comments with
respect to such design drawings and specifications shall be advisory to the
Owner and Architect, and Developer shall have no liability to Owner if any
such design drawings and specifications are not compatible with each other
unless, however, Developer has actual knowledge of such incompatibility and
fails to give Owner and Architect timely notice of such incompatibility.

4.3.3  The Developer shall arrange to be prepared a description of
standard interior finishes for the interior of the base building
improvements comprising the Project

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(excluding any Tenant Improvements), together with a budget for the
installation of such finishes.

4.3.4  The Developer shall obtain and review the cost estimates from
Owner Consultants and/or potential contractors for the Project and the
preparation of estimates of the projected Project cost in light of design
development, and providing a comparison with the established Development
Budget.

4.3.5  The Developer shall review and evaluate claims by Owner
Consultants and, if necessary, conduct an investigation. Developer shall
forward claims to the Owner along with its recommendations. For claims
approved by Owner, Developer shall process change orders as provided in
this Agreement and the relevant agreement between the Owner and the
affected party.

4.3.6  The Developer shall review and approve critical-path-method
schedules for each of the Owner Consultants for compliance with the Project
Schedule and milestones and coordination with other entities and persons
performing services or work on the Project.

4.3.7  The Developer shall provide to Owner updates to the Project
Schedule and progress reports as required under Sections 4.5.6 and 7.2
below.

4.3.8  Developer shall review and evaluate the invoices from Owner
Consultants against actual progress to determine whether the amount claimed
as the percent complete is accurate. Developer shall certify the amounts
due Owner Consultants. Developer may certify, modify or withhold
certification for payment, and shall require necessary revisions in such
invoices. Developer will submit certified Project invoices to the Owner for
review and approval along with a report summarizing the status of payments
to Owner Consultants and the cost of the Project. The Developer's
certification for payment shall constitute a representation to the Owner,
based on the Developer's determinations and on the data comprising the
Owner Consultant invoices, that, to the best of the Developer's knowledge,
information and belief, the services have progressed to the point
indicated, except as stated in the certification for payment.

4.3.9  The Developer shall perform and provide the services with
respect to change orders, change order requests and change order proposals
relating to agreements between Owner and Owner Consultants as set forth in
Section 4.4.9 hereof.

4.3.10 The Developer shall coordinate the finalization of the
construction documents for the Project, including but not limited to,
drawings and specifications for architectural, structural, civil,
mechanical, electrical, plumbing, acoustical, lighting, fire protection,
life safety, landscaping, and interior design.

4.3.11 The Developer shall identify and recommend to Owner proposed
Contractors and major subcontractors for the Project, shall coordinate the
process for the selection by Owner of the Contractor and major
subcontractors, and shall analyze

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proposals from and make recommendations with respect to such proposed
Contractors and major subcontractors.

4.3.12  The Developer and Owner shall negotiate the Construction
Agreement, and such Construction Agreement either will be executed by
Developer as "Owner" thereunder and then assigned by Developer to Owner or
will be submitted to Owner for execution by Owner. The Construction
Agreement shall require the Contractor to furnish payment and performance
bonds for work on the Project, unless such requirement is otherwise waived
in writing by Owner.

4.3.13  The Developer shall administer and oversee the selection by
the Contractor of major subcontractors and others as appropriate for
construction of any improvements Owner authorizes to be constructed on the
Project and shall review for acceptability the bids received from major
subcontractors.

4.3.14  The Developer shall obtain or cause the Contractor to obtain
building, development, and other permits necessary to commence and complete
construction of the Project. The Developer shall coordinate the submission
of the applicable construction documents to governmental authorities for
review and approval. The Developer shall coordinate revision and
resubmission of such documents where required by governmental authorities.

4.3.15  The Developer shall work with Owner and the Contractor, the
Architect and other Owner Consultants to identify long lead-time materials
and equipment requested by Owner as to the Project or otherwise included in
the Construction Documents approved by Owner, and Developer shall advise
Owner as to making appropriate arrangements for the procurement of same.

4.4  Construction Phase.  Once construction of the Project commences,
------------------                                              
Developer's responsibilities will include the following:

4.4.1   The Developer shall manage the Project as the Owner's
representative. Developer shall coordinate and manage the activities of the
Project, including the activities of the Developer, Architect, Owner
Consultants and Contractor in order to meet the Project milestones, the
Project Schedule and the Development Budget and consistent with the
Communication System Plan, the Project Requirements and the Construction
Documents.

4.4.2   The Developer shall conduct pre-construction meetings with the
Contractor to review the Project Schedule, coordination procedures, the
Communication System Plan, the QAC Plan, the Safety Plan and other relevant
information needed to perform at the Project site. Developer shall
coordinate the production by the Architect or others of meeting minutes of
each pre-construction meeting and distribute the minutes to participants.

-10-

4.4.3  The Developer shall verify that all pre-construction
submittals, including, without limitation, permits, bonds, insurance
certificates and notice of commencement, have been made and submitted by
Contractor prior to performing Work.

4.4.4  The Developer shall implement the Communication System Plan and
coordinate compliance by Contractor with the Communication System Plan.

4.4.5  The Developer shall review all Contractor submittals, requests
for information and other communications relating to the design or
Construction Documents for the effect on cost, schedule and Project
coordination. The Developer shall forward such documents along with
Developer's comments regarding any detrimental impact that any such
documents or information contained in such documents may have on the
Project, to the Architect and Owner for review and approval or other action
as appropriate. Developer shall forward the Architect's responses to the
Contractor and the Owner. Developer's review of Contractor submittals shall
be for conformance with the Contract Documents and shall not relieve
Contractor of any of its obligations under the Construction Contract.

4.4.6  The Developer shall review and comment on the Contractor's
program for quality assurance and control ("QAC Plan") to apply to
construction and installation of the work, the purpose of which shall be to
assure that the work is of sufficent quality and in proper conformance with
the Contract Documents. It shall be the responsibility of the Developer, in
conjunction with the Architect, to (a) observe during Project visits,
whether the Contractor and its subcontractors are meeting and complying
with the requirements of the QAC Plan and (b) promptly report to the Owner
any failure of any person or entity to adhere to or meet the requirements
of the QAC Plan of which the Developer has actual knowledge. After
defective work has been corrected by the Contractor, the Developer shall
observe the corrected work and determine whether in Developer's reasonable
judgment the corrected work is in proper conformance with the Construction
Documents.

4.4.7  The Developer shall make visits to the Project site to inspect
the work and progress of construction with the Contractor and with the
Architect and other Owner Consultants, which visits shall be of such
frequency and duration as shall be necessary for Developer to carry out its
duties under this Agreement, to guard against defects and deficiencies in
the work and to determine that the work is being performed in accordance
with the Construction Documents, but in no event shall such visits be less
than four (4) days per week during the Construction Phase. If Developer
notices such defects or deficiencies in the work or discrepancies between
the work and the Construction Documents, Developer shall prepare and submit
to Owner a report within two (2) days of such visit detailing its
observations. Otherwise, Developer shall prepare and submit to Owner a
progress report at least every two (2) weeks detailing its observations.
Developer shall have the authority to require additional inspection or
testing of the work in accordance with the provisions of the Construction
Documents at any stage of the Project.

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4.4.8   The Developer shall review and comment on the Contractor's
program for assuring job site safety (the "Safety Plan"). Developer may
order the Contractor and its subcontractors, suppliers and employees to
stop work that is not in compliance with the Safety Plan or that is being
conducted in an unsafe manner. By reviewing and commenting on the Safety
Plan, including without limitation stopping work that is not in compliance
with the Safety Plan or that is being conducted in an unsafe manner,
Developer does not assume any responsibility for Project site safety or the
taking of safety precautions at the site of any of the work. These
responsibilities shall remain solely with the Contractor.

4.4.9   The Developer shall consult with Owner regarding proposed
changes and modifications to the Construction Documents, and the Developer
shall coordinate issuance of change orders if and when changes are approved
in writing by Owner and the affected party. The Developer shall ensure that
all changes in the work or services are implemented through written change
orders signed by the Owner and the affected party. The Developer shall
establish a changes system to control the writing of change orders and to
record all changes to the Construction Documents. For changes initiated by
the Owner or Developer with respect to the Contractor's work or
Construction Agreement, the Developer shall prepare written change order
proposal requests, incorporating detailed drawings and specifications
prepared or approved by the Architect where appropriate. The Developer
shall forward the requests to the Contractor for preparation of a proposal.
For change order requests initiated by Contractor, the Developer shall
evaluate the requests and, if applicable, provide a copy to the Architect
for comment. The Developer shall evaluate change order proposal requests
for price, schedule and coordination impact and shall forward its
recommendations to the Owner, along with the comments of the Architect. For
Owner-approved change order requests, the Developer shall prepare change
order proposal requests, incorporate detailed drawings and specifications
prepared or approved by the Architect where appropriate. The Developer
shall evaluate change order proposals for price, schedule and coordination
impact and, if applicable, shall provide copies to the Architect for
comment. The Developer shall forward its recommendations to the Owner along
with any comments of the Architect. For change order proposals approved by
the Owner and the affected party, the Developer shall prepare written
change orders and shall obtain the signatures of the Owner and the affected
party. If a change is performed by the Contractor or an Owner Consultant
under a pricing arrangement other than lump sum, Developer shall make a
record of units, work or services or actual costs incurred as the case may
be. The Developer shall obtain from the Contractor and Owner Consultants
copies of supporting documents for all units of work or services or costs
incurred. The Developer shall keep a record copy of all signed change
orders and shall provide copies to the Architect and Owner.

4.4.10  The Developer shall review and evaluate claims by Contractor,
Architect or other Owner Consultants and, if necessary, conduct an
investigation of actual conditions. Developer shall provide copies of
Contractor claims to the Architect for comment. Developer shall forward
claims to the Owner along with its recommendations, and for Contractor
claims, comments from the Architect. For claims approved by Owner,

-12-

Developer shall process change orders as provided in this Agreement and the
relevant agreement between the Owner and the affected party.

4.4.11  The Developer shall review and approve critical-path-method
schedules of the Contractor ("Contractor CPM Schedule") for compliance with
the Project Schedule and milestones and coordination with other entities
and persons performing services or work on the Project.

4.4.12  The Developer shall receive Contractor's monthly progress
reports and evaluate the reports against the Contractor CPM Schedule,
actual conditions, and the Project Schedule. The Developer shall determine
the actual percent complete of work and shall communicate this percent to
the Owner, Contractor and Architect. The Developer may require revisions to
the Contractor progress reports and to the Contractor CPM Schedule, to the
extent allowed under the Construction Contract; provided, however,
Developer shall not have the authority to revise the dates required for
substantial completion and final completion of the Project under the Nissan
Lease or any other critical milestone.

4.4.13  The Developer shall provide to Owner updates to the Project
Schedule and a progress report as required under Sections 4.5.6 and 7.2
hereof.

4.4.14  The Developer shall review the Contractor's proposed breakdown
of the contract values into a schedule of values, which shall be the basis
of determining the percent complete for progress payments to the
Contractor. Developer shall modify, accept or reject the schedule of
values.

4.4.15  Developer shall review and evaluate all invoices and payment
applications against actual progress to determine whether the amount
claimed as the percent complete is accurate. Developer shall certify the
amounts due Contractor and Owner Consultants. Developer may certify, modify
or withhold certification for payment, and shall require necessary
revisions to such invoices. Developer will submit certified Project
invoices to the Owner for review and approval along with a report
summarizing the status of payments to Contractor and the construction cost
of the Project. The Developer's certification for payment shall constitute
a representation to the Owner, based on the Developer's determinations at
the site and on the data comprising the Contractor's invoices, that, to the
best of the Developer's knowledge, information and belief, the work has
progressed to the point indicated and, except as stated in the
certification for payment, the quality of the work is in accordance with
the Construction Documents.

4.4.16  The Developer shall respond to any questions from Owner
regarding the work or progress of construction, construction methods,
scheduling and the like.

4.4.17  The Developer shall coordinate efforts by all appropriate
parties to complete the Project in accordance with the Construction
Documents, as the same may be amended from time to time with the approval
of all necessary parties, such efforts to

-13-

include, without limitation, assisting in the scheduling of inspections and
the preparation of and overseeing the completion of the Punchlist.

4.4.18  The Developer shall review the Contractor's notice of
substantial completion, the Punchlist initially prepared by the Contractor
and the Punchlist as revised by the Architect. Together with the Owner and
Architect, Developer shall inspect the work. Developer's inspection will be
to determine whether substantial completion has been achieved and to verify
the accuracy and completeness of the Punchlist. Developer shall refuse to
accept the work as substantially complete if Developer, Owner and Architect
determine that the work has not been substantially completed. If Owner,
Developer and Architect agree that the work is substantially complete,
Developer will coordinate the preparation by the Architect of a certificate
of substantial completion which shall establish the date of substantial
completion of the work and shall fix the time within which Contractor shall
complete the items on the Punchlist. The Developer shall use reasonable
efforts to obtain the Contractor's written acceptance of the
responsibilities assigned to Contractor in such certificate.

4.4.19  The Developer shall assist the Architect or Contractor with
obtaining, on behalf of Owner, a temporary or final certificate of
occupancy (or other appropriate and necessary governmental permission to
occupy) with respect to the Project.

4.4.20  The Developer shall review the Contractor's final invoices,
final waiver and release of lien and claim forms and supporting data.
Developer, together with Owner and Contractor, will inspect the work.
Developer shall advise the Owner on the acceptability and completeness of
the work. If Owner accepts the work as complete, the Developer shall
coordinate the issuance by the Architect of a certificate of final
completion. Developer shall obtain all documentation required of Contractor
under the Construction Agreement prior to certifying a final invoice for
payment. Developer shall forward certified final invoices to Owner for
payment.

4.4.21  Developer shall obtain as-built drawings and specifications
from the Architect and/or Contractor and assemble them into a record set
for the Project, and forward them to the Architect so that it will record
all such changes reflected in the as-built drawings and specifications into
the computer aided design format. Developer shall also obtain record copies
of all change orders, requests for information, invoices and other
documents that define the work and the final cost of the work. Developer
shall obtain from the Contractor and deliver to Owner all operation and
maintenance manuals, warranties and guarantees.

4.4.22  Developer shall coordinate the turnover of portions of the
Project as and when the same are appropriately completed.

4.4.23  After the Project is completed, the Developer shall prepare a
final report to the Owner on the construction cost.

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4.5  All Phases.  During all phases of the Project, Developer's
----------                                                
responsibilities will include the following:

4.5.1  The Developer shall implement the Development Budget as
provided herein.

4.5.2  Developer shall maintain or cause to be maintained true and
complete Project files at the Dallas, Texas office of Developer, including,
but not limited to, correspondence, contracts, purchase orders, bids,
proposals, draw requests and Monthly Reports. Developer shall also maintain
or cause to be maintained all data and information pertaining to the
Development Functions and reimbursable costs. Such records and files shall
be provided to Owner upon Owner's request and shall be maintained in
accordance with Developer's present method of accounting, unless otherwise
directed or approved by Owner. Developer may also maintain other records or
books for Owner and which are owned by Owner and to which Owner has
complete access.

4.5.3  Developer shall schedule and conduct periodic meetings
throughout the course of the Project to review the design, procurement and
construction as to progress, quality and compliance with the Project
Requirements, Project Schedule, Development Budget, and, during the
Construction Phase, for compliance with the Construction Documents. Such
meetings shall occur at least every week during the Pre-Development and
Design Development Phases and at least bi-weekly during the Construction
Phase, unless Owner requests more frequent meetings. The Developer shall
arrange for the attendance of all necessary parties at the periodic
meetings, including without limitation, the Owner, Architect, other Owner
Consultants, Contractor, subcontractors, key suppliers and any other person
whose attendance is necessary given the status of the Project. The
Developer shall coordinate the production by Architect or others of meeting
minutes and distribute them to interested parties.

4.5.4  Developer shall facilitate the flow of communications and
information among the various participants on the Project and with
governmental authorities. The Developer shall develop a system for Project
communications, including, without limitation, meeting minutes, written and
oral communications, requests for information, cost reports, progress
reports, submittals, changes, test reports, payment applications, payments,
logs and other management information necessary to manage the Project. The
system developed by Developer shall be in the form of a written
communication system plan (the "Communication System Plan"). The
Communication System Plan shall include a description of each type of
communication, the method and form of recording it, frequency, and required
distribution to various parties. The Communication System Plan shall
provide that all communications to and from the Contractor (except for
Contractor's own subcontractors and suppliers) shall go through the
Developer. The Communication System Plan may include a link on Developer's
web page which is exclusively devoted to the Project and which will allow
the exchange of electronic messages to all Project participants, and the
Communication System Plan shall include a web cam feature on Developer's
web page that will allow internet users to view the 

-15-

Project on a real-time basis from one or more cameras at the Project.
Developer shall review the Communication System Plan with the Contractor
and shall submit the Communication System Plan to the Owner for written
approval.

4.5.5  Within ten (10) days after the end of each month, Developer
shall submit to Owner the Monthly Report required by Section 7.2 hereof.
The Developer shall also notify Owner in writing within three (3) days of
becoming aware of an actual or anticipated cost overrun with respect to any
major budget category within the Development Budget, and such anticipated
or actual cost overrun shall also be included in the report. The Developer
shall also provide Owner with written suggested refinements and supplements
to the Development Budget as development of the Project moves through its
various phases. The Development Budget shall not be modified without
Owner's express written consent.

4.5.6  Developer shall provide to Owner, in both an electronic and
hard copy format, updates to the Project Schedule as necessary and in a
critical-path-method format to reflect changes in the scheduling of the
Project as more information becomes available during the design, bidding
and construction phases of the Project, but in no event less than once each
month; provided, however, in no event shall the Developer have the
authority to modify the substantial completion and final completion dates
required with respect to the Project under the Nissan Lease or any critical
milestone dates of the Project Schedule without written approval by Owner,
including, but not limited to, any required dates set forth in the
agreements with the Architect and the Contractor. In addition, the
Developer shall provide to Owner, during the progress of the Project, a
written progress report comparing the progress of the Project against the
Project Schedule.

4.5.7  Developer shall notify Owner in writing within five (5)
business days of becoming aware of any actual or anticipated delay in the
Project Schedule, the Architect's design schedule, or the Contractor CPM
Schedule.

4.5.8  The Developer shall review (and shall cause the appropriate
Owner Consultants to review) all applicable building codes, environmental,
zoning and land use laws and other applicable local, state and federal
laws, regulations and ordinances concerning the development, use and
operation of the Project or any portion thereof. The Developer shall make
application for and seek to obtain and keep in full force and effect all
necessary governmental approvals and permits, and shall endeavor to perform
such acts as shall be reasonably necessary to effect compliance by the
Owner with all laws, rules, ordinances, statutes, and regulations of any
governmental authority applicable to the Project. Upon receipt of Owner's
written request, Developer shall seek to obtain any variances or rezoning
of such portion of the Land as are necessary or appropriate to cause the
Project to be in compliance with applicable codes, laws, regulations and
ordinances. Such services shall be performed at Developer's own cost and
expense, except that all out-of-pocket costs and costs of attorneys and
consultants incurred in any such efforts shall be borne by Owner.

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4.5.9   Developer shall advise Owner with respect to all dealings with
all governmental authorities who have control over the development of the
Project and the construction of all improvements Owner authorizes in
writing to be constructed on the Project, including advising Owner with
respect to the contest by Owner of any law, regulation or rule which Owner
deems to adversely affect the Project.

4.5.10  The Developer shall review all applicable private
restrictions, covenants and easement agreements concerning the development,
use and operation of the Project or any portion thereof, including the
Declaration of Covenants, Restrictions and Development Standards Applicable
to DFW Freeport dated October 29, 1979, recorded in Volume 79212, page
2965, Dallas County Records, as supplemented and amended (the "CC&R"). The
Developer shall endeavor to perform such acts as shall be reasonably
necessary to effect compliance by the Owner with all such restrictions,
covenants and easements, including without limitation the timely submittal
of plans and specifications with respect to the Project to the
Architectural Control Committee established under the CC&R and obtaining
all requisite approvals required to be obtained with respect to the Project
under the CC&R.

4.5.11  The Developer shall negotiate and submit to the Owner for the
Owner's approval all contracts for, or otherwise arrange for the delivery
of, on a timely basis, all utilities required for the development,
construction, and operation of the Project, including, without limitation,
water, electricity, telephone, storm sewer, and sanitary sewer services.

4.5.12  As Owner's representative, Developer shall supervise,
administer, coordinate and manage the performance of the Contractor, the
Architect, and the other Owner Consultants under their respective contracts
with Owner, and Developer shall give or make Owner's instructions,
requirements, and approvals provided for in such contracts after obtaining
Owner's written approval with respect thereto.

4.5.13  The Developer shall coordinate the services of such
accountants and attorneys as may be engaged by the Owner upon such terms as
may be approved by the Owner and utilize such accounting and disbursement
systems as may be determined by the Owner.

4.5.14  The Developer shall review and make recommendations to the
Owner regarding the Owner's insurance program so that the Owner shall
obtain and keep in force, at the Owner's expense as contemplated in the
Development Budget, such policies of insurance, including, but not limited
to, public liability, all-risk, and builder's risk, in such amounts and
with such carriers as shall be prudent with respect to the Project.

4.5.15  The Developer will work with Owner in good faith to satisfy
the underwriting, closing and ongoing monitoring requirements of any lender
providing financing for the acquisition and construction of the Project.

-17-

4.5.16  The Developer shall prepare and deliver to the Owner for
Owner's approval all construction draw requests under any construction loan
obtained by the Owner with respect to the Project, such draw requests to be
in form and content sufficient to permit the lender to approve or
disapprove such requests, and after approval of the draw request by Owner,
Developer shall cause same to be delivered to the lender.

4.5.17  The Developer shall cooperate with the Owner's inspecting
engineer, if any, and/or Owner's lender's inspection engineer, if any,
engaged for the purpose of reviewing the status of the work.

4.5.18  The Developer shall coordinate, review, administer, manage and
oversee the work and activities relating to, and the performance of, the
Tenant Improvements to be constructed and installed by the "Landlord" under
the Nissan Lease.

4.5.19  The Developer shall deliver to the Owner copies of all
permits, licenses, guaranties, warranties, bills of sale and other
contracts, agreements, change orders or commitments obtained or received by
the Developer for the account or benefit of the Owner. Developer will keep
all originals of such documents in the Project file and deliver such
originals to Owner promptly after the Completion Date.

4.5.20  Following the Completion Date, Developer shall use
commercially reasonable efforts to obtain a release of the repurchase
option reserved by The Ruth Ray and H. L. Hunt Foundation and The Ruth
Foundation (collectively "Seller") in the Special Warranty Deed from Seller
to Owner, which release shall be in form suitable for recording in the
Dallas County Records.

4.5.21  Developer shall take whatever actions are necessary and
appropriate to accomplish completion of the Project in accordance with the
approved Project Schedule and within the approved Development Budget.

4.5.22  The Developer shall perform and discharge all other
obligations of the Developer under this Agreement.

4.6  Completion.  The Developer hereby agrees to diligently use
----------                                                
commercially reasonable efforts and shall devote sufficient time and personnel
to cause the development of the Project to be completed in compliance with the
time parameters established therefor under the Nissan Lease, and in accordance
with the Development Budget as it may from time to time be revised pursuant to
Section 5.2 hereof.

4.7  Employees.  The Developer shall have in its employ at all times a
---------                                                        
sufficient number of capable employees to enable the Developer to perform its
duties hereunder.  The individual development managers designated by the
Developer to be dedicated to the Project and who shall be principally
responsible for performing the Development Functions shall be subject to the
reasonable approval of the Owner.  Owner hereby acknowledges its approval of the
following individuals as development managers principally responsible for
performing the Development Functions:  Jeffrey L. Swope, Stephen M. Modory,
Robert D. Poynor, and Jim 

-18-

Stewart. Any substitute development manager shall also be subject to the
reasonable approval of the Owner. All persons, other than independent
contractors, employed by the Developer in the performance of its
responsibilities hereunder shall be exclusively controlled by and shall be the
employees of the Developer and not of the Owner, and the Owner shall have no
liability, responsibility or authority with respect thereto.

4.8  Developer's Costs.  Notwithstanding anything contained in any other
-----------------                                                  
provision of this Agreement to the contrary, the following costs and expenses
shall be borne solely by the Developer and shall not be borne by the Owner:

(a)  Cost of gross salary and wages, payroll taxes, insurance,
workers' compensation and other benefits of any employees of the Developer;

(b)  Cost of forms, papers, ledgers and other supplies and equipment
used in the Developer's office;

(c)  Cost of electronic data processing or computer services, or any
pro rata charge for data processing or computer services provided by
computer service companies, which the Developer may elect to incur in the
performance of the Development Functions;

(d)  Cost of office equipment acquired by the Developer to enable it
to perform its duties hereunder;

(e)  Cost of advances made to employees of the Developer and cost of
travel and lodging by the Developer's employees and agents, except as
provided in Section 11.5 hereof; and

(f)  Cost attributable to losses, including any legal fees relating
thereto, arising from negligence, fraud or willful act or omission on the
part of the Developer or any of the Developer's officers, directors,
employees or agents, except to the extent such costs are to be borne by the
Owner pursuant to Section 9.3 hereof.

ARTICLE 5
---------
DEVELOPMENT BUDGET
------------------

5.1  Implementation of Development Budget.  The Owner hereby approves the
------------------------------------                                
Development Budget and the Developer is hereby authorized and directed to
implement the Development Budget pursuant to this Agreement. The Developer may,
without the need for any further approval whatsoever by the Owner, make any
expenditures and incur any obligations provided for in the Development Budget,
as it may be revised from time to time as provided herein. The Developer shall
use prudence and diligence and shall employ commercially reasonable efforts to
ensure that the actual costs incurred for each category or line item of expense
as set forth in the Development Budget shall not exceed such category or line
item in the Development Budget. The Developer shall advise the Owner promptly if
it appears that costs in 

-19-

any category or line item specified in the Development Budget will exceed the
amount budgeted therefor. All expenses shall be charged to the proper category
or line item in the Development Budget, and no expenses may be classified or
reclassified for the purpose of avoiding an excess in the budgeted amount of a
category or line item without the Owner's prior written approval; provided,
however, Developer may make an allocation of up to 33 1/3% of the "Landlord
Contingency" line item in the Development Budget to other categories or line
items (other than payments to Developer) without Owner's prior written approval.
Except for the allocation of up to 33 1/3% of the "Landlord Contingency" line
item in the Development Budget to other categories or line items as provided in
the preceding sentence, the Developer shall secure the Owner's prior written
approval before incurring and paying any cost which will result in aggregate
expenditures under any one category or line item in the Development Budget
exceeding the amount budgeted therefor.

5.2  Revision of Development Budget.  If the Developer at any time
------------------------------                               
determines that the Development Budget is not compatible with the then-
prevailing status of the Project and does not adequately provide for the
completion of the Project, the Developer shall promptly prepare and submit to
the Owner an appropriate revision of the Development Budget. Any such revision
shall require the approval of the Owner; provided, however, that any such
revision shall be considered approved on the fourteenth (14th) day following its
delivery to the Owner, unless the Owner shall, within such fourteen (14) day
period, notify the Developer in writing of its disapproval of the proposed
revision and specify in such notice the items to which it objects. In the event
of any such objection, the Developer and the Owner shall consult and endeavor to
reconcile their differences.

5.3  Emergencies.  Notwithstanding any limitations herein provided, the
-----------                                                       
Developer may spend funds or incur expenses on behalf of the Owner in
circumstances which the Developer reasonably and in good faith believes
constitute an emergency requiring prompt action to avert, or reduce the risk of,
damage to persons or property. The Developer shall, in any case, notify the
Owner as soon as practicable of the existence of such emergency and of the
action taken by the Developer with respect thereto.

5.4  Reduction in Fees.  If the Total Project Costs shall exceed the
-----------------                                              
Capitalized Rent Amount (as hereinafter defined), the amount of the fees payable
to the Developer under Sections 11.2 through 11.4 hereof shall be reduced by the
amount of such excess, with any reductions to be applied to such fees in the
following order of priority:

(a)  first, to unpaid portions of the Development Fee until the
remaining Development Fee is reduced to zero;

(b)  then to unpaid portions of the Tenant Occupancy Fee until the
remaining Tenant Occupancy Fee is reduced to zero;

(c)  then to any portion of the Development Fee and the Tenant
Occupancy Fee which has theretofore been paid to the Developer until all
such fees have been reduced to zero, and the Developer hereby agrees to
reimburse to the Owner an amount of such fees theretofore paid to the
Developer as shall equal the amount of such reduction;

-20-

(d)  then to any portion of the Leasing Fee which has theretofore been
paid to the Developer until all such fees have been reduced to zero, and
the Developer hereby agrees to reimburse to the Owner an amount of such
Leasing Fee theretofore paid to the Developer as shall equal the amount of
such reduction.

The aforesaid reductions in the fees payable to the Developer under Sections
11.2 through 11.4 hereof shall be effected regardless of whether or not
appropriate revisions of the Development Budget are approved by the Owner and
regardless of whether or not any increases in costs and expenses incurred by the
Owner with respect to the acquisition of the Land or the designing, engineering,
planning, development, construction, installation, completion, leasing and
financing of the Project are approved by the Owner; provided, however, in the
--------  -------        
event such costs and expenses shall increase as a result of a change by the
Owner in the scope of the work comprising the Project, the incremental costs due
to the change in the scope of the work shall not cause a reduction in the fees
payable to the Developer under Sections 11.2 through 11.4 hereof.  The Owner
shall not be obligated to accept or agree to changes in the scope of the work
comprising the Project in order to reduce the costs and expenses with respect
thereto. The Owner and the Developer agree that appropriate reductions in the
fees payable to the Developer (and reimbursements thereof to the Owner, if
applicable) shall be effected as and when it is reasonably determined by the
Owner that the costs and expenses under any category or line item in the
Development Budget shall exceed the amount originally budgeted therefor or that
costs and expenses will be incurred that are not originally budgeted under the
Development Budget; provided, however, the Owner and the Developer shall make
reasonable allocations of the "Landlord Contingency" line item in the
Development Budget to other categories or line items prior to effecting a
reduction in the fees payable to the Developer, so long as a reasonable reserve
is maintained in the "Landlord Contingency" line item to cover future
contingencies. Promptly following the Completion Date, the Owner and the
Developer shall make any final adjustments and payments between them to give
effect to the agreements set forth in this Section 5.4. For purposes hereof, the
term "Capitalized Rent Amount" shall mean the amount calculated by dividing the
Base Rent amount payable by Nissan under the Nissan Lease for the first twelve
(12) months of the initial term of the Nissan Lease (taking into account any
adjustment in the amount of Base Rent effectuated pursuant to the last paragraph
of Exhibit "D" to the Nissan Lease, but without taking into account or deducting
any credits against Base Rent to which Nissan is entitled under Paragraphs 2 or
7 of Exhibit "C" attached to the Nissan Lease or under Exhibit "D" attached to
the Nissan Lease) by 0.10.

5.5  Developer's Obligation for Overage.  If the Total Project Costs shall
----------------------------------                                   
exceed the Capitalized Amount by more than the aggregate of the Development Fee,
the Tenant Occupancy Fee and the Leasing Fee, in addition to the foregoing Fees
being reduced to zero (and Developer reimbursing Owner the amount of such Fees
theretofore paid to Developer) as provided in Section 5.4 above, Developer
agrees to pay to the Owner the amount of such overage as and when such overage
amounts are incurred by Developer. No limitation on Developer's liability under
this Agreement, including, without limitation, such limitations set forth in
Sections 4.3.1, 4.3.2, 9.1 and 9.6 hereof, shall affect or limit the obligations
of Developer under Section 5.4 above or this Section 5.5.

-21-

ARTICLE 6
---------
AUTHORITY OF THE DEVELOPER
--------------------------

6.1  General Authority.  The Developer shall have, and is hereby granted by
-----------------                                                     
the Owner, full and complete power, authority, and discretion to act for, and in
the name, place, and stead of, the Owner in carrying out and discharging the
responsibilities and obligations of the Developer under this Agreement
(including, without limitation, all of the responsibilities imposed upon the
Developer under Article 4 hereof); provided, however, that the Developer shall
have no right or authority, express or implied, to commit or otherwise obligate
the Owner in any manner whatsoever except to the extent specifically provided
herein or specifically authorized in writing by the Owner.

6.2  Execution of Documents and Agreements.  Only when specifically
-------------------------------------                         
authorized by the Owner in a writing to the Developer, the Developer may, at the
Developer's election, execute any documents, agreements, or other instruments on
behalf of the Owner as follows, it being acknowledged that the Developer shall
be entitled to the indemnification by the Owner for any obligations or
liabilities thereunder and shall not thereby incur any liability or obligation
to any third party thereunder:

WELLS OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership

By:  Champion Partners, Ltd., as development manager

By:   Champion Holdings, Ltd., a Texas limited
partnership, its general partner

By:  Champion Interests, Inc., a Texas
corporation, its general partner

By:______________________
Name:____________________
Title:___________________

6.3  Ratification of Prior Actions of Developer.  Owner hereby acknowledges
------------------------------------------                            
its ratification and approval of the actions of Developer taken prior to the
date hereof and listed on Exhibit "H" attached hereto and by reference made a
-----------                                        
part hereof.

ARTICLE 7
---------
ACCOUNTING AND REPORTS
----------------------

7.1  Books of Account.  The Developer shall maintain or cause to be
----------------                                              
maintained true and accurate books of account reflecting the planning, design,
construction, and completion of 

-22-

the Project. All entries to such books of account shall be supported by
sufficient documentation to permit the Owner and its auditors to ascertain that
said entries are properly and accurately recorded. Such books of account shall
be located at the Developer's principal metropolitan Dallas, Texas office and
shall be maintained in accordance with the Developer's present cash method of
accounting, unless otherwise directed or approved by the Owner. The Developer
shall ensure such control over accounting and financial transactions as is
reasonably required to protect the Owner's assets from theft, error or
fraudulent activity on the part of the Developer, the Developer's employees or
agents.

7.2  Monthly Reports.  Within ten (10) days after the end of each calendar
---------------                                                      
month, the Developer shall prepare a report with respect to the Project
(hereinafter referred to as the "Monthly Report") and shall cause the same to be
delivered to the Owner and the Owner's inspecting engineer, if any.  Each
Monthly Report shall be subdivided into categories specified in the Development
Budget and shall contain the following information respecting the Project:

(a)  The draw request for the month covered by the Monthly Report,
including:

(i)    each draw request letter;

(ii)   each certificate of the Architect;

(iii)  each application and certificate for payment of the
Contractor; and

(iv)   any other invoices covered in the draw request.

(b)  The costs incurred under the Construction Contract as of the date
of the Monthly Report.

(c)  All costs incurred but not paid as of the date of such Monthly
Report.

(d)  A comparison of the amount of actual costs incurred as of the
date of the Monthly Report to the budgeted costs as of such date, shown on
a line-item basis using the same categories or line items set forth in the
Development Budget.

(e)  Photographs of the Project depicting the current status of
construction.

(f)  A report with respect to the progress of construction, including
information as to whether the commencement, milestone and completion dates
in the Project Schedule and the Nissan Lease are being achieved. The
Developer shall identify in such report potential variances between the
completion dates required in the Project Schedule and the Nissan Lease and
the probable completion dates and shall make recommendations as to
adjustments necessary to meet the required completion dates.

The Developer shall furnish the Owner with a certificate from Developer in
respect of each such Monthly Report certifying that to the best of Developer's
knowledge, such Monthly Report is accurate, true and complete in all respects.

-23-

7.3  Annual Development and Financial Statements.  Within thirty (30) days
-------------------------------------------                          
after the end of each fiscal year of the Owner during the term of this
Agreement, the Developer shall cause to be prepared and delivered to the Owner,
at the Owner's expense, a report which is a summary of the previous Monthly
Reports for such fiscal year which have been tendered to the Owner pursuant to
Section 7.2 hereof.  In addition, within sixty (60) days after the end of each
fiscal year of the Owner during the term of this Agreement, the Developer shall
cause to be prepared and delivered to the Owner, at the Owner's expense,
unaudited financial statements reflecting all receipts and disbursements
collected, received, or made by the Developer with respect to the development
and the construction of the Project for such fiscal year.  The Developer shall
also cause to be prepared and delivered to the Owner such other reports and
information with respect to the development and construction of the Project for
each fiscal year as the Owner shall reasonably request.

7.4  Examination of Books and Records.  The Owner, at its expense, shall
--------------------------------                                   
have the right at all reasonable times during normal business hours and upon at
least twenty-four (24) hours advance notice, to audit, to examine, and to make
copies of or extracts from the books of account and records maintained by the
Developer with respect to the Project.  If the Owner shall notify the Developer
of either weaknesses in internal control or errors in record keeping, the
Developer shall correct such weaknesses and errors as soon as possible after
they are disclosed to the Developer.  The Developer shall notify the Owner in
writing of the actions taken to correct such weaknesses and errors.

ARTICLE 8
---------
BANKING
-------

8.1  Separate Accounts.  It is contemplated that the Owner will make
-----------------                                              
disbursements with respect to the development and construction of the Project
directly to the Architect (if applicable) and the Contractor.  Nevertheless, all
disbursements and other funds of the Owner which may be received by the
Developer hereunder with respect to the development or construction of the
Project shall be deposited by the Developer and held in such bank account or
accounts maintained by the Developer in such bank or banks with federal deposit
insurance protection as may be selected by the Developer and approved by the
Owner.  All such funds shall be and shall remain the property of the Owner and
shall be disbursed by the Developer in payment of the obligations of the Owner
incurred in connection with the development and construction of the Project, or,
subject to the provisions of Section 8.2 below, shall be disbursed to the Owner
at the Owner's request.  Except as hereinafter provided, the Developer shall not
commingle the Owner's funds with the funds of any other person.

8.2  The Owner's Duty to Provide Funds.  The Owner agrees that the Owner
---------------------------------                                  
will pay all current obligations of the Owner in accordance with the Development
Budget, including all obligations of the Owner to the Developer hereunder.
Alternatively, at the Owner's option, the Owner may elect to provide funds to
the Developer so that the Developer can pay all such obligations of the Owner
(excluding obligations to the Developer, it being understood and agreed that
such obligations to the Developer shall be paid directly by the Owner to the
Developer).  If 

-24-

the Owner elects to cause the Developer to make payment of such obligations, the
Owner hereby agrees that, by making deposits to (following notice as provided
below), or by refraining from withdrawing funds from, the bank account or
accounts maintained by the Developer pursuant to Section 8.1 above, the Owner
shall, during the term of this Agreement, maintain sufficient funds in such bank
account or accounts to enable the Developer to pay all current obligations of
the Owner in accordance with the Development Budget, excluding the obligations
of the Owner to the Developer hereunder. Accordingly, the Owner shall, within
ten (10) days of its receipt of any written request from the Developer for
additional funds (which request must specify the amount of such funds requested
and the purposes for which they are to be used), deposit in such bank account or
accounts such additional funds as the Owner shall consider appropriate with
respect to such request by the Developer.

8.3  Investment of Owner's Funds.  If at any time there are in the bank
---------------------------                                       
account or accounts established pursuant to Section 8.1 above, funds of the
Owner, from whatever sources, temporarily exceeding the immediate cash needs of
the Project, the Developer may (and at the discretion of the Owner shall) invest
such excess funds in such savings accounts, certificates of deposit, United
States Treasury obligations, commercial paper, and the like, as the Developer
shall deem appropriate or as the Owner shall direct, provided that the form of
any such investment shall be consistent with the Developer's need to be able to
liquidate any such investment to meet the cash needs of the Project from time to
time.

ARTICLE 9
---------
STANDARD OF CARE; LIABILITY;
----------------------------
INDEMNITY; CONFIDENTIALITY
--------------------------

9.1  Standard of Care; Developer's Liability.  The Developer shall have no
---------------------------------------                              
liability to the Owner for any errors of judgment, or any mistakes of fact or of
law, made in a good faith effort to perform and carry out the Developer's
responsibilities under this Agreement, unless the Developer has failed to
exercise that degree of care and skill required of the Developer under Section
2.1 hereof, provided, of course, that sufficient funds are made available by the
Owner for the performance of the Developer's responsibilities.

9.2  Indemnity of Owner.  The Developer hereby agrees to indemnify, defend
------------------                                                   
and hold harmless the Owner and its partners and their respective officers,
directors and employees, from and against any and all claims, demands, losses,
liabilities, actions, lawsuits and other proceedings, judgments and awards, and
costs and expenses (including without limitation reasonable attorneys' fees and
court costs incurred in connection with the enforcement of this indemnity or
otherwise), arising out of the gross negligence, fraud or any willful act or
omission of the Developer, or any of its officers, directors, agents or
employees, in connection with this Agreement or the Developer's services or work
hereunder, whether within or beyond the scope of its duties or authority
hereunder.

9.3  Indemnity of Developer.  The Owner hereby agrees to indemnify, defend
----------------------                                               
and hold harmless the Developer, its officers, directors and employees, from and
against any and all claims, demands, losses, liabilities, actions, lawsuits and
other proceedings, judgments and 

-25-

awards, and costs and expenses (including without limitation reasonable
attorney's fees and court costs incurred in connection with the enforcement of
this indemnity or otherwise), arising out of (i) any action taken by the
Developer within the scope of its duties or authority hereunder, excluding only
such of the foregoing as result from the negligence, fraud or willful act of the
Developer, its officers, directors, agents and employees, and (ii) the gross
negligence, fraud or any willful act or omission of the Owner and its partners
and their respective officers, directors and employees.

9.4  Survival of Indemnities.  The provisions of Sections 9.2 and 9.3
-----------------------                                         
hereof shall survive the completion of the Developer's services hereunder or any
earlier termination of this Agreement.

9.5  No Obligation to Third Parties.  None of the responsibilities and
------------------------------                                   
obligations of the Developer under this Agreement shall in any way or in any
manner be deemed to create any liability of the Developer to, or any rights in,
any person or entity other than the Owner.

9.6  Nature of the Developer's Duties and Responsibilities.  The Owner
-----------------------------------------------------            
hereby acknowledges that the Developer's duties and responsibilities hereunder
with respect to the development and construction of the Project consist only in
managing, supervising, and coordinating the planning, design, construction and
completion of the Project and the performance of the other Development Functions
in accordance with the terms of this Agreement; that the Developer is not itself
preparing any architectural or engineering plans, designs, or specifications or
performing any construction required for the development or completion of the
Project; that the Developer is not a guarantor or insurer of any work to be
performed by any other party in connection with the planning, design,
construction, and completion of the Project; and that the Developer is not
responsible for, and will not be liable for, any work, act, omission,
negligence, gross negligence, or intentional misconduct of any other party
employed by the Owner or performing work for the Owner in connection with the
Project.

9.7  Ownership of Information and Materials.  The Owner shall have the
--------------------------------------                           
right to use, without further compensation to the Developer, all written data
and information generated by or for the Developer in connection with the Project
or supplied to the Developer by the Owner or the Owner's contractors or agents,
and all drawings, plans, books, records, contracts, agreements and all other
documents and writings in its possession relating to its services or the
Project.  Such data and information shall at all times be the property of the
Owner.  The Developer agrees, for itself and all persons retained or employed by
the Developer in performing its services, to hold in confidence and not to use
or disclose to others any confidential or proprietary information of the Owner
which is heretofore or hereafter disclosed to the Developer or any such persons
and which is designated by the Owner as confidential and proprietary, including
but not limited to any proprietary or confidential data, information, plans,
programs, plants, processes, equipment, costs, operations, tenants or customers
which may come within the knowledge of the Developer or any such persons in the
performance of, or as a result of, its services, except where (i) the Owner
specifically authorizes the Developer to disclose any of the foregoing to others
or such disclosure reasonably results from the performance of the Developer's
duties hereunder, or (ii) such written data or information shall have
theretofore been made publicly available by parties other than the Developer or
any such persons, or (iii) Developer is required by law to disclose 

-26-

such information (provided that in such case Developer shall give Owner prior
notice of the request for disclosure and shall cooperate with Owner in obtaining
a protective order or other remedy at Owner's expense). Nothing contained in
this Section 9.7 shall be deemed to limit or restrict the provisions of Article
14 hereof or of the rights of the Developer thereunder.

ARTICLE 10
----------
INSURANCE
---------

10.1 Insurance Requirements.  Throughout the term of this Agreement,
----------------------                                         
insurance with respect to the Project shall be carried and maintained in force
in accordance with the provisions contained in Exhibit "C", attached hereto and
-----------                     
incorporated herein by this reference, with the premiums and other costs and
expenses for such required insurance to be borne as provided in Exhibit "C".
----------- 

10.2 Waiver of Subrogation.  Owner, on behalf of itself and its insurers,
---------------------                                               
waives its rights of recovery against Developer or Developer's partners and
their respective officers, directors and employees, for damages sustained by
Owner as a result of any damage to any property arising from any risk or peril
generally covered or coverable by any insurance policy actually carried by or
required to be carried by Owner pursuant to the terms of this Agreement,
regardless of cause, including negligence; and Owner agrees that no party shall
have any such right of recovery by way of subrogation or assignment.  Developer,
on behalf of itself and its insurers, waives its rights of recovery against
Owner and Owner's partners and their respective officers, directors and
employees, for damages sustained by Developer as a result of any damage to any
property arising from any risk or peril generally covered or coverable by any
insurance policy actually carried by or required to be carried by Developer
pursuant to the terms of this Agreement, regardless of cause, including
negligence; and Developer agrees that no party shall have any such right of
recovery by way of subrogation or assignment.  Owner and Developer shall each
notify their respective insurance carriers of the mutual waivers herein
contained and shall cause their respective insurance policies required hereunder
to be endorsed, if necessary, to prevent any invalidation of coverage as a
result of the mutual waivers herein contained.

ARTICLE 11
----------
COMPENSATION OF THE DEVELOPER
-----------------------------

11.1 Fees - General.  As compensation for the services rendered and to be
--------------                                                      
rendered by the Developer under this Agreement, the Owner shall pay the
Developer the Development Fee, the Leasing Fee, and the Tenant Occupancy Fee,
all in accordance with and subject to the terms and provisions of Sections 11.2,
11.3, and 11.4 hereof, respectively, and all such Fees shall be subject to
reduction as provided in Section 5.4 hereof.

11.2 Development Fee.  The Owner shall pay the Developer, as the
---------------                                            
Development Fee for the Project, the sum of  One Million Two Hundred Fifty
Thousand and No/100 Dollars ($1,250,000.00).  The Development Fee shall be paid
in monthly installments commencing with the month following the month during
which the Owner acquires the Land.  The monthly 

-27-

installments shall be $50,000 for each of the first four (4) months and then
$75,000 for each of the twelve (12) months thereafter; provided, however, in the
event of any actual or anticipated delay in the progress of the Project of more
than one (1) month from the scheduled progress of the Project as set forth on
the original Project Schedule, the amount of the aforesaid monthly installments
shall be appropriately adjusted to take such delay into account. The $150,000
remaining balance of the Development Fee shall be due and payable upon the
Completion Date, and as a condition precedent to the payment of such remaining
balance, Developer shall submit to Owner the following: (a) fully executed,
unconditional, final lien waiver and release from Developer in the form attached
hereto as Exhibit "G", and (b) fully executed, unconditional, final lien and
-----------                                                       
claim waiver and releases from the Contractor and all subcontractors performing
work or supplying labor or materials in connection with the Project.  The
Development Fee shall be subject to reduction as provided in Section 5.4 hereof.

11.3 Leasing Fee.  With respect to the Nissan Lease, Owner shall pay to the
-----------                                                           
Developer, as the Leasing Fee with respect to the Nissan Lease, and as full and
complete compensation for all leasing services provided by the Developer in
connection with such Nissan Lease, an amount equal to One Million and No/100
Dollars ($1,000,000.00).  Such Leasing Fee shall be due and payable at such time
as the Owner shall make the initial disbursement of funds following the
commencement of on-site development work with respect to the Project and the
acquisition by Owner of the Land.  The Leasing Fee shall be subject to reduction
as provided in Section 5.4 hereof.

11.4 Tenant Occupancy Fee.  The Owner shall pay the Developer, as the
--------------------                                            
Tenant Occupancy Fee,  an amount determined by first calculating the positive
difference, if any, between the Capitalized Rent Amount and the Total Project
Costs, and then subtracting from such difference the amount of the Reserve
Account, if any.  The amount of Tenant Occupancy Fee as so determined shall be
subject to increase as provided in Exhibit "I" attached hereto.  The amount of
-----------                                
Tenant Occupancy Fee shall be subject to reduction as provided in Section 5.4
hereof, and, in addition, the Owner shall have the right to offset against the
Tenant Occupancy Fee the amount of any payment due from Developer to Owner under
Section 12.1 hereof.  The Tenant Occupancy Fee (excluding any portion deferred
pursuant to Exhibit "I" attached hereto) shall be due and payable in one lump
-----------                                                      
sum upon the Completion Date and the final calculation of the Total Project
Costs; provided, however, if any Punchlist items shall remain to be cured,
corrected or completed at such time as the Tenant Occupancy Fee shall be due and
payable, Owner shall have the right to withhold from the payment of the Tenant
Occupancy Fee an amount which, when combined with the retainage amount withheld
from the Contractor to assure performance and completion of such Punchlist
items, shall be equal to 200% of the estimated cost to cure, correct or complete
such Punchlist items, and the amount held back from Developer shall be paid to
Developer only after the Punchlist items have been fully cured, corrected or
completed (or shall otherwise be available to pay the costs of curing,
correcting or completing such Punchlist items).  As a condition precedent to the
payment of the Tenant Occupancy Fee, Developer shall submit to Owner the
following:  (a) fully executed, unconditional, final lien waiver and release
from Developer in the form attached hereto as Exhibit "G", and (b) fully
-----------               
executed, unconditional, final lien and claim waiver and releases from the
Contractor and all subcontractors performing work or supplying labor or
materials in connection with the Project.

-28-

11.5 Reimbursement of Costs.  In addition to the Fees payable under
----------------------                                        
Sections 11.2, 11.3 and 11.4 above, and subject to the limitations imposed by
the Development Budget, Owner agrees to reimburse Developer for all reasonable
and verifiable out-of-pocket expenses incurred by Developer for costs of prints,
reproductions, telephone, telegrams, postage, and couriers, for costs of in-town
travel by personal automobile at the then current reimbursement rate allowed
under the Internal Revenue Code and regulations, and for out-of-town travel when
authorized in advance and in writing by Owner.  The amounts to be reimbursed by
Owner pursuant to this Section 11.5 shall be paid monthly after receipt by Owner
of a bill therefor accompanied by supporting statements or invoices, or if such
supporting documentation is not available due to the nature of the cost or
expense incurred, an explanation in reasonable detail from Developer of the
costs and expenses to be reimbursed.  The first such reimbursement by Owner
pursuant to this Section 11.5 shall be paid at such time as the Owner shall make
the initial disbursement of funds following the commencement of on-site
development work with respect to the Project and the acquisition by Owner of the
Land.

11.6 Disbursements to the Developer.  The Developer may not disburse to
------------------------------                                    
itself any amounts due under this Article 11 from the bank account or accounts
maintained by the Developer pursuant to Article 8 hereof, it being understood
and agreed that the amounts due and payable to the Developer under this Article
11 shall be paid directly by the Owner to the Developer.

ARTICLE 12
----------
RENT CREDITS; REIMBURSEMENTS OF ADVANCES, COSTS AND EXPENSES
------------------------------------------------------------

12.1 Payment by Developer of Rent Credits.  If Tenant is entitled to any
------------------------------------                               
credit against Base Rent under Paragraphs 2 and/or 7 of Exhibit "C" attached to
the Nissan Lease and/or under Exhibit "D" attached to the Nissan Lease, the
Developer shall pay to the Owner the amount of such credit.  To the extent there
exists any Tenant Occupancy Fee not yet funded to Developer, such payment by the
Developer to the Owner shall be effectuated by means of a credit against such
unfunded Tenant Occupancy Fee until such Tenant Occupancy Fee is reduced to
zero, and any remaining such payment by the Developer to the Owner shall be due
and payable upon the date(s) that such rent credits are actually effectuated by
Nissan against the Base Rent payable under the Nissan Lease.

12.2 Reimbursement by Owner of Advances.  The Developer shall not be
----------------------------------                             
required to advance any of its own funds for the payment of any costs and
expenses incurred by or on behalf of the Owner in connection with the Project,
but if the Developer advances its own funds in payment of any of such costs and
expenses, the Owner, subject to the provisions of Sections 4.8, 5.2 and 11.6
hereof, shall promptly reimburse the Developer.

12.3 Reimbursement by Owner of Costs and Expenses.  At such time as the
--------------------------------------------                      
Owner shall make the initial disbursement of funds following the commencement of
on-site development work with respect to the Project and the acquisition by
Owner of the Land, the Owner shall reimburse the Developer for all costs and
expenses set forth on Exhibit "D" attached hereto and by this reference made a
-----------                                             
part hereof, all of which costs and expenses the Developer 

-29-

hereby represents and warrants were incurred and paid by the Developer prior to
the date hereof (or will be paid by the Developer in due course) in connection
with the Project and are authorized and bona fide expenditures under the
Development Budget.

ARTICLE 13
----------
DEFAULT AND TERMINATION
-----------------------

13.1 Default by Developer.  Upon the happening of any Event of Default (as
--------------------                                                 
hereinafter defined), the Owner shall have the absolute unconditional right to
terminate this Agreement by giving written notice of such termination to the
Developer.  Any one or more of the following events shall constitute an "Event
of Default" by the Developer under this Agreement:

(a)  If the Developer shall fail to observe, perform or comply in any
material respect with any term, covenant, agreement or condition of this
Agreement which is to be observed, performed or complied with by the
Developer under the provisions of this Agreement, and such failure shall
continue uncured for twenty (20) days after the giving of written notice
thereof by the Owner to the Developer specifying the nature of such
failure, unless such failure can be cured but is not susceptible of being
cured within said twenty (20) day period, in which event such a failure
shall not constitute an Event of Default if the Developer commences
curative action within said twenty (20) day period, and thereafter
prosecutes such action to completion with all due diligence and dispatch;

(b)  If the Developer shall make a general assignment for the benefit
of creditors;

(c)  If any petition shall be filed against the Developer in any
court, whether or not pursuant to any statute of the United States or of
any State, in any bankruptcy, reorganization, dissolution, liquidation,
composition, extension, arrangement or insolvency proceedings, and such
proceedings shall not be dismissed within sixty (60) days after the
institution of the same, or if any such petition shall be so filed by the
Developer;

(d)  If, in any proceeding, a receiver, trustee or liquidator be
appointed for all or a substantial portion of the property and assets of
the Developer, and such receiver, trustee or liquidator shall not be
discharged within ninety (90) days after such appointment;

(e)  If the Developer shall assign this Agreement or any of its rights
or obligations hereunder, without the prior written consent of the Owner;
and

(f)  If the Developer shall intentionally or willfully fail to perform
any of its duties or obligations hereunder, or if the Developer shall
misappropriate any funds of the Owner in the possession or control of the
Developer or shall otherwise commit an act of fraud against the Owner
(except that if such misappropriation of funds or fraud by the

-30-

taking is committed by an employee of the Developer, such event may be
cured by the Developer if the Developer makes prompt restitution to the
Owner and discharges such employee).

13.2 Additional Terminating Event.  The Owner shall have the right to
----------------------------                                    
terminate this Agreement upon written notice to the Developer in the event the
Owner shall elect for any reason whatsoever not to acquire the Land.

13.3 Default by Owner.  If the Owner fails to comply with or perform in any
----------------                                                      
material respect any of the terms and provisions to be complied with or any of
the obligations to be performed by the Owner under this Agreement, and such
failure continues uncured for a period of twenty (20) days after written notice
to the Owner specifying the nature of such default (or, in the case of a non-
monetary default, such longer period of time as may be needed in the exercise by
the Owner of due diligence to effect a cure of any such non-monetary default),
then the Developer shall have the right, in addition to all other rights and
remedies available to the Developer at law and in equity (including without
limitation the right to pursue an action for specific performance), at its
option, to terminate this Agreement by giving written notice thereof to the
Owner, in which event the Owner shall immediately pay to the Developer, in cash,
(i) the sums payable to the Developer upon termination as provided in Section
13.4 hereof, and (ii) the Tenant Occupancy Fee, and upon the payment of such
amounts, subject to Sections 9.2, 9.3, 9.7, and 13.5 hereof, the Owner and the
Developer shall have no further rights, duties, liabilities or obligations
whatsoever under this Agreement.

13.4 Obligation for Fees Upon Termination.  Upon any termination of this
------------------------------------                               
Agreement, the Owner shall pay to the Developer all amounts due and payable to
the Developer as of the date of termination pursuant to the terms of this
Agreement (including, without limitation, any accrued but unpaid installments of
the Development Fee) less, if this Agreement terminates as a result of an Event
----                                                      
of Default, an amount equal to the damages incurred or suffered (or to be
incurred or suffered) by the Owner as a result of such Event of Default.  Upon
the payment of all such amounts payable under this Section, subject to Sections
9.2, 9.3, 9.7, and 13.5 hereof, the Owner and the Developer shall have no
further rights, duties, liabilities or obligations whatsoever under this
Agreement.

13.5 Actions Upon Termination.  Upon any termination of this Agreement, the
------------------------                                              
Developer shall promptly (a) account for and deliver to the Owner any monies of
the Owner held by the Developer, including funds in the bank account or accounts
maintained by the Developer pursuant to Article 8 hereof and any funds due the
Owner under this Agreement but received after such termination, and (b) deliver
to the Owner or to such other person as the Owner shall designate in writing,
all materials, supplies, equipment, keys, contracts, documents and books and
records pertaining to this Agreement or the development of the Project.  The
Developer shall also furnish all such information, take all such other action
and shall cooperate with the Owner as the Owner shall reasonably require in
order to effectuate an orderly and systematic termination of the Developer's
duties and activities hereunder.  This Section 13.5 of this Agreement shall
survive any termination of this Agreement.

-31-

13.6 Interest.  Payments due and unpaid under this Agreement shall bear
--------                                                          
interest from the date which is ten (10) days after the due date thereof until
paid at the prime rate as published in the Wall Street Journal plus two percent
(2%).  The prime rate to be used for the calculation of interest shall be the
prime rate in effect at the time that payment was due.

ARTICLE 14
----------
OTHER ACTIVITIES OF THE DEVELOPER
---------------------------------

The Owner hereby acknowledges that the Developer is engaged in the
ownership, development, leasing, sale, and management of commercial properties
other than the Project and the Owner hereby agrees that the Developer shall in
no way be restricted from, or have any liability to account to the Owner with
respect to, such activities, notwithstanding that such activities may compete
with, or be enhanced by, the Developer's activities under this Agreement or the
Owner's ownership of the Project.

ARTICLE 15
----------
NATURE OF AGREEMENT
-------------------

The rights and duties granted to and assumed by the Developer hereunder are
those of an independent contractor only.  Nothing contained herein shall be so
construed as to constitute the relationship created under this Agreement between
the Developer and the Owner as a mutual agency, a partnership, or a joint
venture.

ARTICLE 16
----------
GENERAL PROVISIONS
------------------

16.1 Notices.  Whenever any notice, consent, approval, demand or request
-------                                                            
required or permitted under this Agreement, such notice, consent, approval,
demand or request shall be in writing and shall be delivered by hand or sent by
registered or certified mail, return receipt requested, to the addresses set out
below or to such other addresses as are specified by written notice given in
accordance herewith, or sent via facsimile transmission to the facsimile numbers
set out below or to such other facsimile numbers as are specified by written
notice given in accordance herewith:

Owner:            Wells Operating Partnership, L.P.
c/o Wells Capital, Inc.
6200 The Corners Parkway
Suite 250
Norcross, Georgia  30092
Fax: (770) 200-8199
Attention:  Mr. Michael C. Berndt

-32-

with a copy to:   Troutman Sanders LLP
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia  30308-2216
Fax:  (404) 962-6577
Attention:  Mr. John W. Griffin

Developer:        Champion Partners, Ltd.
15601 Dallas Parkway
Suite 100
Addison, Texas  75001
Fax:  (972) 490-5599
Attention:  Mr. Jeffrey L. Swope

with a copy to:   Winstead Sechrest & Minick P.C.
5400 Renaissance Tower
1201 Elm Street
Dallas, Texas  75270
Fax:  (214) 745-5390
Attention:  Mr. T. Andrew Dow

All notices, consents, approvals, demands or requests delivered by hand
shall be deemed given upon the date so delivered; those given by mailing as
hereinabove provided shall be deemed given on the date on which such notice,
demand, or request is so deposited in the United States Mail; those given by
facsimile transmission shall be deemed given on the first business day following
the date shown on sender's copy thereof showing the proper "answerback" code for
the facsimile transmission number to which the notice is sent.  Nonetheless, the
time period, if any, in which a response to any notice, demand, or request must
be given shall commence to run from the date of receipt of the notice, demand,
or request by the addressee thereof.  Any notice, demand, or request not
received because of changed address of which no notice was given as hereinabove
provided or because of refusal to accept delivery shall be deemed received by
the party to whom addressed on the date of hand delivery or on the third
calendar day following deposit in the United States Mail, as the case may be.

16.2 Modifications.  Neither any change or modification of this Agreement
-------------                                                       
nor any waiver of any term or condition hereof shall be valid or binding on the
parties hereto, unless such change, modification, or waiver shall be in writing
and signed by the party to be bound thereby.

16.3 Binding Effect.  This Agreement shall inure to the benefit of and
--------------                                                   
shall be binding upon the parties hereto, their successors, transferees, and
permitted assigns.

16.4 Duplicate Originals.  For the convenience of the parties hereto, any
-------------------                                                 
number of counterparts hereof may be executed, each such counterpart shall be
deemed to be an original instrument, and all of such counterparts shall together
be deemed one and the same instrument.

-33-

16.5 Construction.  This Agreement shall be interpreted, constructed, and
------------                                                        
enforced in accordance with the laws of the State of Texas.  The titles of the
articles and sections herein have been inserted as a matter of convenience of
reference only and shall not control or affect the meaning or construction of
any of the terms or provisions herein.  The parties agree that they have both
participated equally in the negotiation and preparation of this Agreement and no
court construing this Agreement or the rights of the parties hereunder shall be
prejudiced toward either party by reason of the rule of construction that a
document is to be construed more strictly against the party or parties who
prepared the same.

16.6 Entire Agreement.  This Agreement is intended by the parties hereto to
----------------                                                      
be the final expression of their agreement with respect to the subject matter
hereof and is the complete and exclusive statement of the terms thereof
notwithstanding any representation or statement to the contrary heretofore made.

16.7 Assignment.  This Agreement shall not be assigned by the Developer
----------                                                        
without the prior written consent of the Owner, and any such assignment by the
Developer without the prior written consent of the Owner shall be null, void and
of no force and effect and shall be an Event of Default hereunder.  This
Agreement shall not be assigned by the Owner without the prior written consent
of the Developer, except that Owner shall have the right at any time to assign
this Agreement or any of its rights or obligations hereunder to any affiliate of
the original Owner or of Wells Capital, Inc. to whom Owner's interest in the
Project is conveyed, provided that no such assignment shall relieve the original
Owner from any obligations under this Agreement.  Upon any such assignment of
this Agreement by Owner or Developer, the assigning party shall cause the
assignee to expressly assume in writing the assigning party's obligations under
this Agreement first arising or accruing after the date of the assignment.

16.8 Authorized Representatives.  Any consent, approval, authorization, or
--------------------------                                           
other action required or permitted to be given or taken under this Agreement by
the Developer or the Owner, as the case may be, shall be given or taken by the
authorized representative of each.  For purposes of this Agreement, (a) the
authorized representative of the Developer shall be Jeffrey L. Swope, Stephen M.
Modory, Robert D. Poynor or Jim Stewart; (b) the authorized representative of
the Owner shall be Leo F. Wells, III, Michael C. Berndt or Mike Watson.  Any
party hereto may from time to time designate other or replacement authorized
representatives by written notice from its authorized representative to the
other parties hereto.  The written statements and representations of any
authorized representative of the Developer or the Owner shall for the purposes
of this Agreement be binding upon such party for whom the authorized
representative purports to act, and the other parties hereto shall have no
obligation or duty whatsoever to inquire into the authority of any such
representative to take any action which he proposes to take, regardless of
whether such representative actually has the authority to take any such action;
and the Developer and the Owner shall be entitled to rely upon any direction,
authorization, consent, approval, or disapproval given by any authorized
representative of the Developer or the Owner, as the case may be, in connection
with any matter arising out of or in connection with this Agreement or the
Project.

-34-

16.9  Terminology.  All personal pronouns used in this Agreement, whether
-----------                                                        
used in the masculine, feminine, or neuter gender, shall include all other
genders; and all terms used herein in the singular shall include the plural, and
vice versa.

16.10 Time of Essence.  Time is of the essence of this Agreement.
---------------                                            

IN WITNESS WHEREOF, the parties hereto have executed and sealed this
Agreement as of the day, month and year first above written.

"DEVELOPER":
---------  

CHAMPION PARTNERS, LTD.,
a Texas limited partnership

By:  Champion Holdings, Ltd., a Texas limited
partnership, its general partner

By:   Champion Interests, Inc., a Texas
corporation, its general partner

By: /s/ Jeffrey L. Swope
----------------------------
Name:   Jeffrey L. Swope
Title:  President

"OWNER"
-------

WELLS OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership

By:  Wells Real Estate Investment Trust, Inc.,
a Maryland corporation, general partner

By: /s/ Leo F. Wells III
---------------------------------
Name: Leo F. Wells III
------------------------------- 
Title: President
------------------------------

-35-

EXHIBIT "A"
-----------

DESCRIPTION OR SITE PLAN OF FEE PARCEL COMPRISING LAND

EXHIBIT A

BEING a tract of land situated in the CORDELIA BOWEN SURVEY, ABSTRACT NO. 56,
DALLAS County, Texas, and being all of Lot 7, Block C of DFW FREEPORT, 12TH
INSTALLMENT, an Addition to the City of Irving, Texas, recorded in Volume 86246,
Page 317, Deed Records of DALLAS County, Texas, said tract being more
particularly described by metes and bounds as follows:

BEGINNING at a 1/2 inch iron rod with "Halff Assoc., Inc" cap (hereafter 
referred to as "with cap") found for corner at the North end of a right of way
corner clip at the intersection of the Northeast right of way line of Esters
Boulevard (80 foot right of way) and the Southeast right of way line of Freeport
Parkway (100 foot right of way);

THENCE North 54 degrees 19 minutes 10 seconds East, with said Southeast right
of way line of Freeport Parkway, a distance of 57.16 feet to a 1/2 inch iron
rod with cap found at the beginning of a curve to the left having a radius of
880.59 feet;

THENCE in a Northerly direction, continuing with said Southeast right of way 
line and along said curve to the left, through a central angle of 44 degrees 00
minutes 00 seconds, an arc distance of 676.24 feet to a 1/2 inch iron rod with
cap found for corner;

THENCE North 10 degrees 19 minutes 10 seconds East, continuing along said right
of way line, a distance of 87.55 feet to a 1/2 inch iron rod with cap found for 
corner, said point being the Southwest end of a right of way corner clip at the
intersection of said Southeast right of way line of Freeport Parkway and the
Southwest right of way line of Regent Boulevard (100 foot right of way);

THENCE North 55 degrees 19 minutes 10 seconds East, along said right of way
corner clip, a distance of 25.00 feet to a 1/2 inch iron rod with cap found for
corner on said Southwest line of Regent Boulevard;

THENCE South 79 degrees 40 minutes 50 seconds East, along said Southwest right 
of way, a distance of 402.27 feet to a 1/2 inch iron rod with cap found at the
beginning of a curve to the right having a radius of 549.97 feet;

THENCE in a Southeasterly direction, continuing with said Southwest right of 
way line, along said curve to the right, through a central angle of 43 degrees
56 minutes 10 seconds, an arc distance of 421.73 feet to a 1/2 inch iron rod 
with cap found at the end of said curve;

THENCE, South 35 degrees 44 minutes 40 seconds East, continuing with said 
Southwest right of way line, a distance of 88.38 feet to a 1/2 inch iron rod 
with cap found for corner, said point being the Northern most corner of Lot 6,
Block C of said 12th Installment;

THENCE South 54 degrees 19 minutes 10 seconds West, departing said Southwest
right of way line and along the Northwesterly line of said Lot 6, passing at a
distance of 820.00 feet the Western most corner of Lot 6, also being the
Northern most corner of Lot 9B, Block C, DFW Freeport, 12th Installment
Revision, an Addition to the City of Irving, Texas, recorded in Volume 94036,
Page 4168, Deed Records, DALLAS County, Texas, and continuing along the
Northwesterly line of said Lot 9B, in all a distance of 1208.41 feet to an "X"
cut in concrete set on said Northeast right of way line of Esters Boulevard;

THENCE North 35 degrees 40 minutes 50 seconds West, with said Northeast right of
way line, a distance of 433.97 feet to a 1/2 inch iron rod with cap found at 
the South end of the aforementioned corner clip at the intersection of Esters
Boulevard and Freeport Parkway;

THENCE North 09 degrees 19 minutes 10 seconds East, with said right of way 
corner clip, a distance of 25.00 feet to the POINT OF BEGINNING and CONTAINING
647,857 square feet or 14.873 acres of land, more or less.

EXHIBIT "B"
-----------

DEVELOPMENT BUDGET

AMOUNT
------
Shared Budget Items
-------------------
Land Price (14.873 acres)                                       $ 5,546,000.00
Hard Cost Construction Budget                                    24,150,000.00
A&E Reimbursement to Tenant                                          75,000.00
Architectural & Engineering Costs                                 1,405,000.00
A&E Allowance for CAD Drawings                                       47,400.00
Permits, Fees, Testing, Eng., Legal                                 250,000.00
Property Taxes during Construction                                  100,000.00
--------------
Subtotal Shared Items                                           $31,573,400.00

Landlord Budget Items                                    
---------------------
Financing Fees and Costs                                        $ 1,053,600.00
Construction Period and Land Interest                             2,153,000.00
Landlord Contingency                                              1,000,000.00
Administrative Costs and Overhead [1]                             4,900,000.00
--------------
Subtotal Landlord Items                                         $ 9,106,600.00

Tenant Budget Items                             
-------------------    
Tenant Scope Changes Contingency                                $   750,000.00
--------------
Subtotal Tenant Items                                           $   750,000.00
--------------

TOTAL PROJECT BUDGET [A]                                        $41,430,000.00

[1] Includes all development and brokerage fees, etc.

EXHIBIT "C"
-----------

INSURANCE REQUIREMENTS

This exhibit is attached to and made part of the Development Agreement between
WELLS OPERATING PARTNERSHIP, L.P., as Owner, and CHAMPION PARTNERS, LTD., as
Developer, dated __________, 2001.

A.   Owner's Insurance Requirements.
------------------------------ 

Throughout the term of this Agreement the Owner shall carry or cause to be
carried and maintain in force insurance described in paragraphs 1 through 3
below. The cost of such policies shall be at the sole cost and expense of
the Owner.

1.   Builder's Risk.
-------------- 

An "All Risk" builder's risk policy including coverage for collapse,
flood, earthquake and installation risks written on a completed value
basis in an amount not less than total replacement value of the
Project under construction (less the value of such portions of the
Project as are uninsurable under the policy, i.e., site preparation,
abrading, paving, parking lots, etc., excepting, however, foundations
and other undersurface installations subject to collapse or damage by
other insured perils). Such policy will also include coverage for soft
costs including interest expense and loss of rents. Deductible per
loss shall be determined by the Owner. Such policy will be endorsed to
waive subrogation against the Developer as provided in Section 10.2 of
this Agreement.

2.   Commercial General Liability and Automobile Liability.
----------------------------------------------------- 

This policy (or policies) shall be written at a total limit of no less
than $2,000,000 per occurrence and $5,000,000 Aggregate and will
include the following extension of coverage:

a.   Broad Form CGL endorsement;
b.   X, C and U coverage;               
c.   Blanket Contractual with exclusions pertaining to completed
operations, explosion, collapse and underground hazards deleted.

3.   Boiler and Machinery.
-------------------- 

If the Boiler and Machinery equipment is put in service prior to the
expiration of the builder's risk policy and prior to certification of
building completion the Developer shall notify the Owner so that the
Owner may exercise its option to purchase Boiler and Machinery
coverage if needed.

B.   Developer's Insurance Requirements for Policies Covering Developer.
------------------------------------------------------------------ 

During the term of this Agreement, the Developer agrees to carry and
maintain in force, at the Developer's sole cost and expense, Worker's
Compensation and Employer's Liability insurance. Such policy shall be
endorsed to waive subrogation against the Owner as provided in Section
10.2 of this Agreement.

C.   Insurance Requirements for Architects and Engineers.
--------------------------------------------------- 

The Developer shall require any architect or engineering firm employed
by the Owner to carry Professional Liability Insurance in an amount
not less than $500,000 per occurrence.

D.   Insurance Requirements for All Contractors and Third Party Services.
---------------------------------------------------------- -------- 

Every contractor and all parties furnishing service to the Owner
and/or the Developer must provide the Developer prior to commencing
work, evidence of the following minimum insurance requirements. In no
way do these minimum requirements limit the liability assumed
elsewhere in this Development Agreement:

1.   Worker's Compensation and Employers Liability.
---------------------------------------------

2    Commercial General Liability.
---------------------------- 

a.   Commercial General Liability form, including
Premises/Operations, Elevators and Escalators, Independent
Contractors, Products - Completed Operations, Personal
Injury, (exclusions A and C deleted), Broad Form Property
Damage (including Completed Operations), and afford coverage
for the X, C and U Hazards.

b.   Contractual Liability: Blanket basis insuring the liability
assumed under this Development Agreement (coverage must be
endorsed so that all exclusions relating to watercraft,
railroad property, products and completed operations and
explosion, collapse and underground hazards are deleted).

c.   Minimum Limits of Liability: Bodily Injury $500,000 each
occurrence, $500,000 aggregate; Property Damage $100,000
each occurrence, $1,000,000 aggregate.

3.   Comprehensive Automobile Liability.
---------------------------------- 

a.   Comprehensive Automobile Liability form, including all
Owned, Non-Owned and Hired Vehicles.

-2-

b.   Limits of Liability: Bodily Injury $1,000,000 each person,
$1,000,000 each occurrence; Property damage $1,000,000 each
occurrence.

4.   Umbrella Liability.
------------------ 

Such insurance provide coverage with limits of not less than
$2,000,000 per occurrence/$2,000,000 aggregate, in excess of the
underlying coverages listed in 1, 2 and 3 above.

5.   Additional Requirements.
----------------------- 

a.   The Contractor shall require the same minimum insurance
requirements, as listed above, of all subcontractors, and
these subcontractors shall also comply with the additional
requirements listed below.

b.   All insurance coverages required as herein set forth, shall
be at the sole cost and expense of contractor,
subcontractor, or those providing third party services, and
deductibles shall be assumed by, for the account of, and at
their sole risk.

c.   Except where prohibited by law, all insurance policies shall
contain provisions that the insurance companies waive the
rights of recovery or subrogation against the Owner and the
Developer, their agents, servants, invitees, employees,
tenants, affiliated companies, contractors, subcontractors,
and their insurers.

E.        Miscellaneous.
------------- 

1.   Accident Reports.
---------------- 

The Developer shall be completely responsible for reporting to
the appropriate insurance carriers and/or their agents all
accidents involving injury to employees of any contractor, any
member of the public or property damages, provided that the
Developer receives a report from the Contractor regarding such
accident or otherwise becomes aware of such accident.

-3-

EXHIBIT "D"
-----------

REIMBURSABLE EXPENDITURES RELATING TO PROJECT

Exhibit D to Development Agreement
----------------------------------

--------------------------------------------------------------------------------
1) Andrews & Barth                 Legal Fees                       $    135.00
--------------------------------------------------------------------------------
2) Winstead, Sechrest              Legal Fees                       $ 23,814.23
--------------------------------------------------------------------------------
3) Jenkens & Gilchrist             Legal Fees                       $    973.50
--------------------------------------------------------------------------------
4) HBC Engineering                 Phase 1 Environmental            $  1,350.00
--------------------------------------------------------------------------------
5) Reed Engineering                Geotechnical/Soils               $  4,500.00
--------------------------------------------------------------------------------
6) Thomas Reprographics            Various Copies                   $  1,741.09
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
TOTAL                                                               $ 32,513.82
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

EXHIBIT "E"
-----------

ESTOPPEL CERTIFICATE

LEASE:                     Lease Agreement between Wells Operating Partnership,
L.P., as Landlord, and Nissan Motor Acceptance
Corporation dated September __, 2001, as amended
_____________________

TENANT:                    Nissan Motor Acceptance Corporation, a California
corporation

RENT COMMENCEMENT DATE:    __________________________________________________ 

DEMISED PREMISES:          __________________________________________________

TO:  Wells Operating Partnership, L.P.
6200 The Corners Parkway
Suite 250
Atlanta, Georgia  30092

Ladies and Gentlemen:

The undersigned hereby certifies to you as follows:

1.   The undersigned is the "Tenant" under the above-referenced Lease
covering the above-referenced Demised Premises.  A true, correct and complete
copy of the Lease (including all addenda, riders, amendments, modifications and
supplements thereto) is attached hereto as Exhibit A.
--------- 

2.   The Lease constitutes the entire agreement between Landlord under the
Lease ("Landlord") and Tenant with respect to the Demised Premises, and the
Lease has not been canceled, modified, changed, altered or amended in any
respect except as set forth on Exhibit A.
--------- 

3.   The Rent Commencement Date under the Lease occurred on __________,
200__, and the term of the Lease will expire on __________, 20__.  Tenant has
accepted possession of the Premises and is the actual occupant in possession and
has not sublet, assigned or hypothecated all or any portion of or interest in
Tenant's leasehold interest.  All improvements to be constructed on the Demised
Premises by Landlord have been completed and accepted by Tenant and any Tenant
construction allowances have been paid in full.

4.   As of the date of this Estoppel Certificate, there exists no breach or
default, nor state of facts which, with notice, the passage of time, or both,
would result in a breach or default on the part of either Tenant or Landlord.
To the best of Tenant's knowledge, no claim, controversy, dispute, quarrel or
disagreement exists between Tenant and Landlord.  Tenant has no offset against
the rental due under the Lease.

5.   Tenant is currently obligated to pay annual Base Rent of $__________,
in monthly installments of $__________ per month.  In addition, Tenant is
obligated to pay as additional rent, all "Taxes" as provided in Paragraph 7 of
the Lease.  Tenant has deposited a security deposit of $  None  .
-------- 

6.   Tenant has no option, right of first offer or right of first refusal
to lease or occupy any other space within the property of which the Demised
Premises are a part.

7.   Tenant's "Purchase Option" provided under Section 13 of Exhibit "C"
attached to the Lease has terminated and is no longer exercisable by Tenant.
Tenant has been granted the right to purchase the "Project" (as defined in the
Lease) pursuant to Exhibit "F" attached to the Lease.  Except as provided in
Exhibit "F" attached to the Lease, Tenant has no option or preferential right to
purchase all or part of the Demised Premises (or the real property of which the
Demised Premises are a part) nor any right or interest with respect to the
Demised Premises other than as Tenant under the Lease.

8.   Tenant has fully paid rent and other sums due Landlord through the
date hereof, and Tenant has not paid rent more than thirty (30) days in advance.
Tenant has made no agreement with Landlord or any agent, representative or
employee of Landlord concerning free rent, partial rent, rebate of rental
payments or any other type of rental or other concession except as expressly set
forth in the Lease.

9.   There has not been filed by or against Tenant a petition in
bankruptcy, voluntary or otherwise, any assignment for benefit of creditors, any
petition seeking reorganization or arrangement under the bankruptcy laws of the
United States, or any state thereof, or any other action brought under said
bankruptcy laws with respect to Tenant.

10.  All insurance required under the Lease to be obtained and maintained
by Tenant has been provided by Tenant, and all premiums due have been timely
paid.

11.  To the best of Tenant's knowledge, there are no leasing commissions
owed with respect to the Lease.

This Certificate may be relied on by Landlord and any other party who
acquires an interest in the Demised Premises in connection with any purchase, or
any person or entity which may provide financing with respect to the Demised
Premises.

-2-

Dated this _____ day of __________, 200__.

TENANT:

NISSAN MOTOR ACCEPTANCE
CORPORATION, a California corporation

By:________________________________________

Name:______________________________________

Title:_____________________________________

-3-

EXHIBIT "F"
-----------

TOTAL PROJECT COSTS DEFINED

The term "Total Project Costs" shall mean and include all costs and
expenses incurred by Owner in the acquisition of the Land, the designing,
engineering, planning, development, construction, installation and completion of
the Site Improvements, the Building and the Tenant Improvements, the negotiation
and documentation of this Agreement, the Nissan Lease, the Architect's
Agreement, the Construction Agreement, and the agreements with the other Owner
Consultants, and the financing of all of the foregoing, including, without
limitation, the following:

(a)  the cost of acquiring the Land, including, without limitation,
the purchase price thereof and any commissions, recording costs, transfer
taxes, title examination charges, title insurance premiums, survey costs,
and costs for environmental and geotechnical studies or reports;

(b)  the cost of engineering, architectural, planning, surveying,
accounting and other professional fees and expenses;

(c)  the cost of developing, constructing and installing the Site
Improvements, the Building and the Tenant Improvements;

(d)  allowance amounts paid to Nissan or incurred by Owner under the
Nissan Lease;

(e)  any costs or damages paid to Nissan under the Nissan Lease as a
result of the failure of the Project to be completed on or before any
milestone dates set forth in the Nissan Lease;

(f)  the Development Fee, Leasing Fee, and reimbursable expenses paid
to Developer;

(g)  the cost of environmental remediation to the extent necessary;

(h)  the cost of insurance of all types maintained prior to the
Completion Date, including all-risk insurance (in builder's risk form
during construction) and all appropriate endorsements, rent loss insurance,
commercial general liability insurance, and workers' compensation
insurance;

(i)  attorney's fees incurred in acquiring the Land, negotiating and
documenting this Agreement, the Nissan Lease, the Architect's Agreement,
the Construction Agreement, and the agreement with the other Owner
Consultants, and developing, constructing and installing the Site
Improvements, Building and Tenant Improvements;

(j)  leasing commissions incurred by Owner in connection with the
Nissan Lease, except that the commission amount payable to any affiliate of
Owner shall be limited as hereinafter provided;

(k)  capitalized ad valorem taxes and assessments accruing for the
period from the date of acquisition of the Land through the date preceding
the Completion Date;

(l)  utility installation and tap fees, permit fees, and impact fees;

(m)  the cost of utilities incurred prior to the Completion Date;

(n)  the cost of payment and performance bonds;

(o)  the cost of an as-built survey of the Project obtained after
substantial completion of the Project;

(p)  the cost of testing and inspections;

(q)  financing costs, fees and expenses (including, without
limitation, commitment fees, loan origination fees, attorney's fees,
appraisal fees, taxes, title insurance premiums, documentary taxes,
recording costs, and lender inspection fees) incurred in connection with
the acquisition and construction loan obtained by Owner; and

(r)  the actual interest accrued under the acquisition and
construction loan, if any, obtained by Owner with respect to the Project
through the date preceding the Rent Commencement Date under the Nissan
Lease (regardless of whether Nissan is actually paying Base Rent or
effectuating a credit against Base Rent pursuant to Paragraphs 2 and/or 7
of Exhibit "C" attached to the Nissan Lease or pursuant to Exhibit "D"
attached to the Nissan Lease), plus the amount of imputed interest that
would accrue on all costs and expenses comprising Total Project Costs
(other than interest as provided in this item (r)) incurred by Owner and
not funded under the acquisition and construction loan obtained by Owner,
calculated from the date Owner incurs such costs and expenses through the
date preceding the Rent Commencement Date under the Nissan Lease
(regardless of whether Nissan is actually paying Base Rent or effectuating
a credit against Base Rent pursuant to Paragraphs 2 and/or 7 of Exhibit "C"
attached to the Nissan Lease or pursuant to Exhibit "D" attached to the
Nissan Lease) at the rate equal to the rate of interest charged to Owner
under Owner's existing line of credit from Bank of America, N.A. (which
interest rate is the 30-day adjusted LIBOR rate plus 200 basis points).

In determining the Total Project Costs, there shall be deducted (i) any
--------        
contribution made to such Total Project Costs by Nissan (whether through direct
payment to the Owner or an increase in Base Rent payable to the Owner as
Landlord under the Nissan Lease and not taken into account in calculating the
Capitalized Rent Amount), and (ii) any proceeds of casualty insurance paid to
the Owner (or to the Owner's lender).  Notwithstanding anything in this Exhibit
-------
"F" to the contrary, (i) the leasing commission amounts payable in connection
---                                                                          
with the Nissan Lease 

-2-

(exclusive of the leasing commission payable to The Staubach Company and the
Leasing Fee) and the commitment fee and/or origination fee amounts payable in
connection with the acquisition and construction loan which are included in the
Total Project Costs shall not exceed, in the aggregate, the sum of $828,600.00.

-3-

EXHIBIT "G" - PART 1
--------------------

DEVELOPER'S FINAL, UNCONDITIONAL LIEN
----
WAIVER AND RELEASE UPON FINAL PAYMENT
(To be provided by Developer at the time of final payment)

STATE OF TEXAS
COUNTY OF DALLAS

The undersigned, Champion Partners, Ltd. ("Developer"), has been engaged
under an agreement with Wells Operating Partnership, L.P. ("Owner") to furnish
certain materials, equipment, services and/or labor for the construction of
improvements known as the Nissan Office Project, together with all improvements
and appurtenances attendant thereto, which is owned by Owner and is located in
Dallas County, Texas, and more particularly described as follows:______________
_______________________________________________________________________________
_______________________________________________________________________________ 
(DESCRIBE THE PROPERTY UPON WHICH THE IMPROVEMENTS WERE MADE BY USING EITHER A
METES AND BOUNDS DESCRIPTION, THE LAND LOT, DISTRICT, BLOCK AND LOT NUMBER, OR
STREET ADDRESS OF THE PROJECT).

The Developer waives and releases any and all liens or claims of liens or
any right against any labor and/or material bond it has upon the foregoing
described property.

The Developer further represents that all of its obligations, legal,
equitable or otherwise, relating to or arising out of its work on the Project
have been fully satisfied, including, but not limited to, obligations relating
to:

.    Subconsultants, employees, laborers, materialmen and subcontractors
employed by the Developer;
.    Labor, materials, equipment and supplies furnished by others to the
Developer; and
.    Sales and use taxes, social security taxes, income tax withholding,
unemployment insurance, privilege taxes, license fees, and any other
taxes and obligations imposed by governmental authorities.

Developer agrees that this waiver and release form is in compliance with
all applicable Texas laws and regulations.

NOTICE: THIS DOCUMENT WAIVES RIGHTS UNCONDITIONALLY AND STATES THAT YOU HAVE
BEEN PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE AGAINST YOU
IF YOU SIGN IT, EVEN IF YOU HAVE NOT BEEN PAID

FOR DEVELOPER:

Applicable to application for payment(s) No.       All     *
-------------- 
*If all, print "all."
Signed:____________________________________________________
By:________________________________________________________
Title:_____________________________________________________
Date:______________________________________________________

STATE OF TEXAS      (S)
(S)
COUNTY OF DALLAS    (S)

This instrument was ACKNOWLEDGED before me on _______________, 200__, by
________________________________________, the ______________________________ of
CHAMPION INTERESTS, INC., a Texas corporation, on behalf of CHAMPION HOLDINGS,
LTD., a Texas limited partnership on behalf of said partnership as the General
Partner of CHAMPION PARTNERS, LTD., a Texas limited partnership, on behalf of
said partnership.

[S E A L]                     ___________________________________________  
Notary Public - State of Texas

My Commission Expires:

________________________      ___________________________________________
Printed Name of Notary Public

-2-

EXHIBIT "H"
-----------

ACTIONS OF DEVELOPER RATIFIED BY OWNER

EXHIBIT "H"

ACTIONS OF DEVELOPER RATIFIED BY OWNER

1.   The Development Budget has been approved per Section 4.2.1.

2.   The Architect Agreement has been approved for signature per Section 4.2.2.

3.   The Architect has been approved per Section 4.2.3.

4.   The Project Design Criteria has been approved per Section 4.2.4.

5.   Preliminary Boundary Surveys have been approved per Section 4.2.6.

6.   Preliminary site Plans have been approved per Section 4.2.7.

7.   Preliminary Drawings and specifications have been approved per Section 
4.2.8.

8.   The Phase 1 Environmental Reports have been approved per Section 4.2.9.

9.   The Geotechnical/Soils Reports have been approved per Section 4.2.10.

10.  Section 4.3.3 regarding Standard Interior Finishes is Not Applicable.

11.  Section 4.3.6 regarding Owner Consultant Schedules is Not Applicable.

12.  The General Contractor has been approved per Section 4.3.11 and Section 
4.3.13.

13.  The Construction Agreement has been approved for signature per Section 
4.3.12.    

14.  Builder's Risk Insurance will be provided by the General Contractor per 
Section 4.5.14.

EXHIBIT "I"
-----------

NISSAN LEASE TAKEOVER AND LAND PURCHASE

Pursuant to a Developer Agreement and an Option Agreement between Nissan
and Developer (copies of which agreements have been provided to Owner),
Developer has agreed to incur certain lease takeover obligations and land
purchase obligations as described in the Champion Memorandum dated July 30, 2001
(the "Memorandum").  For purposes of this Exhibit "I", the term "Total Lease
-----------                       
Takeover Net Costs" shall be defined as the aggregate net costs, if any,
actually incurred by Developer with respect to the lease takeover obligations
and the land purchase and eventual resale as set forth in the Memorandum.  In
the event no net costs are so incurred or in the event a net benefit is actually
achieved, then the Total Lease Takeover Net Costs shall be deemed to be zero.

If any unfunded amounts remain in the Development Budget line items for
"Landlord Contingency" and "Construction Period and Land Interest" upon the
Completion Date and the final calculation of Total Project Costs, then such
aggregate unfunded amounts (the "Reserve Account") shall be treated in the
following order of priority:

(A)  First, there shall be deducted from the Reserve Account up to $100,000
of any unfunded amount remaining in the Development Budget line item
for "Construction Period and Land Interest", and the amount so
deducted shall be retained by Owner;

(B)  Second, Developer shall be entitled to receive that amount of the
remaining balance, if any, of the Reserve Account upon the Completion
Date and the final calculation of Total Project Costs such that the
amount of the Tenant Occupancy Fee payable to Developer equals One
Million and No/100 Dollars ($1,000,000.00);

(C)  Next, for a period of up to eighteen (18) months following the
Completion Date and the final calculation of Total Project Costs,
Developer shall have the right to use the remaining balance, if any,
of the Reserve Account (thereby increasing the Tenant Occupancy Fee)
up to that amount which brings the Total Lease Takeover Net Costs to a
zero balance; and

(D)  Thereafter, upon the earlier of (i) the date eighteen (18) months
following the Completion Date and the final calculation of Total
Project Costs, or (ii) the date upon which the Total Lease Takeover
Net Costs have been brought to a zero balance, fifty percent (50%) of
the remaining portion, if any, of the Reserve Account shall be
promptly funded to Developer as the final payment of its Tenant
Occupancy Fee, with the other fifty percent (50%) being retained by
Owner.

EXHIBIT 10.98

ARCHITECT AGREEMENT FOR THE NISSAN PROPERTY

ARCHITECT AGREEMENT

By and Between

WELLS OPERATING PARTNERSHIP, L.P.

and

HKS, INC.

for the

NISSAN PROJECT

TABLE OF CONTENTS

Title                                                                                                          Page
-----                                                                                                          ----

ARTICLE 1 - ARCHITECT'S SERVICES AND RESPONSIBILITIES........................................................     2

ARTICLE 2 - BASIC SERVICES...................................................................................     4

ARTICLE 3 - ADDITIONAL SERVICES..............................................................................    13

ARTICLE 4 - OWNER'S RESPONSIBILITIES.........................................................................    14

ARTICLE 5 - CONSTRUCTION COST................................................................................    15

ARTICLE 6 - HOURLY RATES.....................................................................................    15

ARTICLE 7 - REIMBURSABLE EXPENSES............................................................................    15

ARTICLE 8 - PAYMENTS TO THE ARCHITECT........................................................................    16

ARTICLE 9 - ARCHITECTS ACCOUNTING RECORDS....................................................................    17

ARTICLE 10 - OWNERSHIP AND USE OF DOCUMENTS..................................................................    17

ARTICLE 11 - TERMINATION OF AGREEMENT........................................................................    18

ARTICLE 12 - MISCELLANEOUS PROVISIONS........................................................................    19

ARTICLE 13 - SUCCESSORS AND ASSIGNS..........................................................................    19

ARTICLE 14 - EXTENT OF AGREEMENT.............................................................................    20

ARTICLE 15 - BASIS OF COMPENSATION...........................................................................    21

ARTICLE 16 - OTHER CONDITIONS OR SERVICES....................................................................    22

ARTICLE 17 - ARCHITECT'S INSURANCE...........................................................................    22

ARTICLE 18 - INDEMNIFICATION.................................................................................    24

ARTICLE 19 - COMPLETION CERTIFICATE..........................................................................    25

ARTICLE 20 - LIMITATION AGAINST DEVELOPER....................................................................    25

ARCHITECT AGREEMENT - Page i
-------------------

ARTICLE 21 - CONFIDENTIALITY.................................................................................    25

ARTICLE 22 - NOTICES AND OTHER PROVISIONS....................................................................    26

EXHIBITS
--------

EXHIBIT A - DESIGN CRITERIA

EXHIBIT B - GENERAL CONDITIONS

EXHIBIT C - HOURLY RATE SCHEDULE

EXHIBIT D - SCHEDULE REQUIREMENTS

ARCHITECT AGREEMENT - Page ii
-------------------

ARCHITECT AGREEMENT

THIS AGREEMENT (the "Agreement") is made and entered into as of the 19/th/
day of September, 2001 between WELLS OPERATING PARTNERSHIP, L.P (hereinafter
referred to as "Owner"), and HKS, INC., a Texas corporation (hereinafter
referred to as "Architect"), for the performance of architectural services in
connection with the design, development and interior finish of a three (3) story
mid-rise office building consisting of approximately two hundred sixty-eight
thousand two hundred ninety (268,290) gross square feet, together with parking
containing no fewer than one thousand fifty-six (1,056) parking spaces and
related improvements, to be located on a 14.8 acre site at 8900 Freeport Parkway
in Irving, Dallas County, Texas and currently intended to be referred to as The
Nissan Motor Acceptance Corporation project (the "Project").

WHEREAS, Owner, without assuming, limiting or altering any of Architect's
duties, obligations or responsibilities, has engaged Champion Partners, Ltd. to
act as developer ("Developer") on behalf of Owner in connection with the
Project; and

WHEREAS, Architect acknowledges the role of Developer as set forth herein
and agrees that Architect can and will perform in the manner contemplated by
this Agreement;

WHEREAS, Developer has been engaged to act as the developer of the Project,
and in its capacity as the developer requires the services of an architectural
firm capable of providing professional design, architectural, engineering and
contract administration services of the highest quality; and

WHEREAS, Architect agrees that it possesses the experience and expertise
necessary to provide such services and that it is capable meeting Owner's
requirements for the Project as set forth in this Agreement; and

WHEREAS, Architect is willing to undertake performance of the services
described herein for the compensation set forth and to commence and complete
such services in accordance with the terms hereof; and

WHEREAS, Owner, in reliance thereon is willing to award this Agreement to
Architect and to satisfy the obligations of Owner set forth herein;

NOW, THEREFORE, in consideration of the agreements, obligations and
undertakings  herein contained, the Owner and the Architect agree as follows:

ARTICLE 1
ARCHITECT'S SERVICES AND RESPONSIBILITIES

1.1  Architect agrees to and shall perform all architectural and other
professional design services for the Project, including but not limited to the
Basic Services (as hereinafter 

ARCHITECT AGREEMENT - Page 1
-------------------

defined), and to the extent requested by Owner, the Additional Services set
forth in Article 3 hereof.

1.2  Architect acknowledges that it is solely responsible for the design of
the Project and that neither the rights of Owner of approval nor the granting of
any approval shall be deemed to relieve Architect from such responsibility or
constitute a waiver by Owner of any claim arising out of Architect's failure to
meet such responsibility.  Architect further acknowledges that it has received
and reviewed the descriptions, requirements, considerations, objectives,
parameters, criteria and preliminary details of the Project (the "Design
Criteria") attached hereto and incorporated herein as Exhibit A, and that it
---------             
participated in the preparation, design and development of the Design Criteria
and is fully familiar with it.  Architect agrees that its design, drawings and
specifications for the Project shall conform with the Design Criteria; provided,
however, that nothing herein shall relieve Architect of responsibility for the
design of the Project, and provided further that no feature, item or detail
shown or provided for in the Design Criteria shall be deemed waived by Owner
merely by its approval of any design, drawing, specification or other documents
inconsistent with or failing to include features requested by the Design
Criteria, any such waiver to be accomplished only by an express written waiver
by Owner following request therefor by Architect. The foregoing shall not limit
Owner's right to require changes in the Project which vary from the criteria or
details of the Design Criteria; provided, however, any such changes shall be
pursuant to a written agreement or a directive from the Owner (or through its
Developer) then or contemporaneously therewith reduced to writing and approved
by or on behalf of Owner. Matters of routine coordination between consultants or
the contractors, when consistent with the Design Criteria or approved changes,  
shall not constitute changes in the Project requiring the foregoing written
agreement or approval.

1.3  Architect's Basic Services consist of all services falling within the
scope of the five phases described in Article 2 hereof. Basic Services shall
include, without limitation, all architectural, civil, structural, mechanical,
electrical, plumbing, interior design and engineering services necessary to
produce a complete and accurate set of construction documents, drawings and
specifications as described and required herein, and any other services included
under Article 16 as part of the Basic Services, all consistent with the Design
Criteria.  Architect's Basic Services include the interior tenant finish design
as well as that required for base building and building shell construction, and
requires Architect to provide all services of interior design necessary to allow
"turn-key" construction of the Project and occupancy by its tenant as required
by the Design Criteria set forth in Exhibit A.  No phase of the services shall
---------                                 
begin until authorization has been given to Architect to proceed to the next
phase.

1.4  Architect agrees that it and its employees, agents and consultants
have all the education, skills, knowledge, expertise and experience necessary to
perform all of the services required of the Architect under this Agreement, that
it is experienced in performing and providing such services on projects of the
type, size, scope and complexity of the Project, and that it is professionally
licensed and registered in the State of Texas, and meets and is in compliance
with all applicable professional and industry standards, practices and
requirements. Architect also agrees that it and its employees, agents and
consultants are thoroughly familiar with, and shall exercise professional
efforts to cause the Project to comply with, all applicable laws, codes,
ordinances, rules and regulations applicable to the design of the Project,
including without limitation the Americans with Disabilities Act and the Texas
Accessibility Standards in 

ARCHITECT AGREEMENT - Page 1
-------------------

accordance with the standard of care employed by reasonably prudent architects
providing similar services in connection with projects of similar scope in the
State of Texas. Architect shall at all times maintain on its staff and assign to
the Project sufficient, qualified personnel so that all required services are
performed within the time limits established hereunder, and for the sum set
forth herein. Architect shall submit to Owner a complete list of all personnel
and consultants assigned to the Project, including each person's Direct
Personnel Expense category (as hereinafter defined), and shall indicate thereon
the jobs, tasks or assignments for which they are primarily responsible.
Architect shall not remove, reassign, replace or make any other changes in the
personnel and consultants assigned to the Project without the prior written
consent of Owner. The foregoing notwithstanding, Owner shall have the right to,
at any time, require the Architect to remove, reassign or replace any personnel
or consultants whose assignment to the Project is objected to by Owner. All
services provided by, through or under Architect shall be performed in
accordance with the standards and quality of professional skill and care
applicable to nationally recognized architectural and/or engineering firms
providing services for projects of comparable size, quality, complexity and
value.

1.5  Architect's services shall be performed as expeditiously as possible
consistent with the professional skill and care required hereunder and the
orderly progress of the Work. Architect shall be responsible for completion of
the various aspects and phases of its services within the applicable time limits
specified in Exhibit D hereto or elsewhere in this Agreement.  No later than ten
---------                                                          
(10) days after request from  Owner, Architect shall submit  a proposed schedule
for the performance of the various services, which shall comply with the
requirements of Exhibit D hereto.  Such schedule, as modified to the
---------                                           
satisfaction of and approved by Owner and Architect, shall constitute the
"Project Schedule." The Project Schedule shall include, among other things, an
outline of the timing required to complete the various design phases through
issuance of the Contract Documents, allowances for all periods of time required
for all reviews and actions by the Developer, the Owner (as hereinafter defined)
and the lender, if any, and for preparation and approval of all submissions to
the governmental authorities having jurisdiction over the Project. The Project
Schedule shall be consistent with the time limits specified by the Owner or
otherwise set forth in Exhibit D hereto or elsewhere in this Agreement.
---------                                       

1.6  Architect shall strictly adhere to the time limits established by the
Project Schedule. The Project Schedule shall be revised from time to time as
requested by Owner to take into account the current status and condition of the
Architect's services, construction activities and the Project; provided,
however, no adjustment in the specified time limits will be allowed without
Owner's prior written consent, except as provided below. Architect will provide
Owner with weekly progress reports in a form acceptable to Owner.

1.7  Time is of the essence in this Agreement. The time limits specified in
this Agreement for completion of the various portions of the Architect's
services may be extended only if and to the extent that such limits cannot be
met because of unreasonable delays by the Developer and/or Owner in giving any
directions or taking any other actions required of the Developer or Owner
hereunder or because of other causes which Architect could not reasonably
anticipate, avoid or control and which are of an unusual and extreme nature. If
the Architect wishes to make a claim for an extension of any time limit, the
Architect must submit its claim in 

ARCHITECT AGREEMENT - Page 3
-------------------

writing to the Owner within seven (7) days after the event or cause forming the
basis for the claim first occurs or arises. In the event any such claim is not
submitted in the time and manner required, the Architect will be deemed to have
waived any right to an extension of time based on such event, cause or
occurrence, and will be required to meet the time limit in question. No
adjustment or extension of time shall be effective unless accepted in writing by
Owner.

1.8  Before commencing its services, the Architect shall assemble all
necessary information and documents and shall perform all reviews, and request
any required inspections and test necessary, to properly prepare all documents
required under this Agreement.  All documents required herein shall be prepared
to the reasonable satisfaction of the Developer, the Owner and lender (if
applicable), and shall be in full compliance with the applicable requirements of
all governmental authorities having jurisdiction over the Project.  Architect
shall furnish the Owner with such copies of the documents and materials prepared
by the Architect during the various stages of the design and construction phases
as Owner shall request.

1.9  Architect understands and acknowledges that Developer is not and will
not be the owner of the Project or of the property on which it is located.
Developer is acting only as Owner's developer for development and construction
of the Project.  Architect and Owner hereby acknowledge and agree that Developer
is intended to be and shall be a third party beneficiary to this Agreement, and
may enforce all of the rights, remedies and privileges of Owner hereunder.   It
is further understood and agreed that Owner and its Developer have certain
duties and obligations to Nissan Motor Acceptance Corporation, the intended
tenant of the Project.  Architect shall assist and cooperate with the Owner and
Developer in satisfying the requirements of the tenant and shall make such
presentations, attend such meetings and incorporate such modifications to the
design as may be requested to allow Developer and Owner to meet their respective
obligations, subject to the provisions hereof regarding Basic and Additional
Services.  Architect shall not, however, take instruction or direction from or
perform any Additional Services based on request from any person other than
Owner or its Developer, nor shall Architect be entitled to any additional cost
or extension of schedule in the event thereof.

ARTICLE 2
BASIC SERVICES

Architect's Basic Services shall consist of the Schematic Design Phase, the
Design Development Phase, the Construction Documents Phase, the Construction
Procurement Phase and the Construction Phase.  Architect shall promptly commence
and diligently continue the services to completion in accordance with Exhibit D
---------
hereto and the Project Schedule.  Architect shall be responsible for
completeness and accuracy of its services and shall correct all errors or
omissions at its own expense.  If the negligence or acts or omissions of
Architect result in a claim against Developer or Owner, Architect shall
indemnify and hold Developer and Owner harmless as provided herein.

2.1  Schematic Design Phase

ARCHITECT AGREEMENT - Page 4
-------------------

2.1.1  Architect shall assist in developing a program for the Project
and in ascertaining the requirements of the Project. Owner shall review the
Design Criteria with the Architect and Architect shall incorporate Owner's
requirements for the Project.

2.1.2  Architect shall provide a comprehensive written preliminary
evaluation of the Project's program and schedule requirements, each in terms of
the other, subject to the limitations set forth in Paragraph 4.1.

2.1.3  Architect shall review with the Owner and advise on the
alternative approaches to all aspects of design and construction of the Project
in order to maximize design quality, technical performance and cost
efficiencies.

2.1.4  Based on the Project's program and schedule requirements
established in accordance with Subparagraphs 2.1.1, 2.1.2 and 2.1.3, including
any amendments thereto agreed upon in writing by the Owner, Architect shall
prepare and submit to Owner Schematic Design Documents consisting of: site
plans, building plans, sections and elevation drawings; drawings and other
documents illustrating the scale and relationship of Project components and
containing sufficient information to establish the general scope of the Project
and the interrelationship of all major components; a preliminary outline
specification of the Project; and an outline of additional information, if any,
required from the Owner in order for the Architect to perform the services
required of Architect hereunder.  Architect shall prepare and submit for
approval both preliminary and, based on Owner's comments, final packages of
Schematic Design Documents.

2.1.5  Architect shall be responsible for contracting the services of
Architect's engineering and design consultants, and by this Agreement assumes
responsibility for the coordination of and the results obtained from all such
engineering and design consultants for the Project, excluding Owner's or
Developer's separate consultants. Specifically, Architect shall provide all
civil, structural, mechanical, plumbing, landscaping, fire protection
performance specifications, and electrical engineering services required for the
Project. This coordination and responsibility is included within the Architect's
Basic Services.

2.1.6  Architect shall assist Owner in analyzing and evaluating the
possible site locations for the Project and shall assist Owner in evaluating and
planning for the preservation or disposition of any existing facilities thereon.

2.1.7  Architect shall meet with Owner as necessary to establish a
full understanding of the scope of the Project.  Architect shall visit the site
of the Project and make a review of the site and surrounding conditions, and
will consult with representatives of all governmental authorities having
jurisdiction over the Project to ascertain what permits and approvals must be
obtained and inform Owner if any special tests, inspections or certifications
will be required in order to obtain such permits, approvals or certificates of
occupancy, and shall consult with representatives of the utility companies which
are to provide utility services to the Project to ascertain their requirements
for furnishing such services.

ARCHITECT AGREEMENT - Page 5
-------------------

2.1.8  Schematic Design Documents shall indicate the general
description of the Project; the architectural, structural, mechanical and
electrical schemes; the rough outlines of the building to be erected as part of
the Project; preliminary plans of all sitework; and a statement as to the
extent, if any, that the Design Criteria does not conform to legal requirements.

2.1.9  Architect's Schematic Design shall comply with the requirements
and intent of and be consistent with the Design Criteria.

2.2  Design Development Phase

2.2.1  Based on Schematic Design Documents satisfactory to Owner and
any amendments to the program or schedule which are authorized in writing by the
Owner, Architect shall prepare and submit to Owner Design Development Documents
consisting of: site plans, elevation plans, circulation plans, floor plan
layouts, cross sections, and other drawings and documents which will further
refine the design concept and fix and describe the size and character of the
entire Project; the architectural, structural, civil mechanical and electrical
systems; the Project's essential components and materials; and such other
elements as may be appropriate.

2.2.2  Architect shall update and submit to the Owner the Project
Schedule for the remaining Design Development Documents for the Project;
provided such shall not extend any date required by Exhibit D hereto without
---------               
Owner's written approval.

2.2.3  The Design Development Documents shall illustrate and describe
refinement of the design from the Schematic Design Documents, and establish the
scope, relationships, forms, size and appearance of the Project by means of
plans, sections and elevations, typical contribution details and equipment
layouts.  The Design Development Documents shall include specifications that
identify major materials and systems, and establish their quality levels.
Architect shall prepare and submit for approval both preliminary and, based on
Owner's comments, final packages of Design Development Documents.

2.2.4  All Design Development Documents and all other drawings,
specifications or other documents furnished by Architect hereunder shall comply
with all applicable codes, laws, ordinances, rules or regulations applicable to,
controlling or affecting the design or use of the Project, including without
limitation the Americans with Disabilities Act and the Texas Accessibility
Standards.  During the Design Development Phase, Architect shall promptly notify
the Owner if any revisions to the drawings, specifications or other documents
are required to conform the documents to existing codes, laws, ordinances, rules
or regulations, or if amendments to the applicable codes, laws, ordinances,
rules or regulations enacted after their preparation will require revisions to
the drawings, specifications or other documents.

2.2.5  Unless previously commenced, the Architect shall begin and then
proceed to complete preparation of plans, layouts, specifications and other
drawings and documents for the design, character, constituency and construction
of the interior improvements.

ARCHITECT AGREEMENT - Page 6
------------------- 

2.2.6  Architect's Design Development shall comply with the
requirements and intent of and be consistent with the Design Criteria.

2.3  Construction Documents Phase

2.3.1  Based on the Design Development Documents and any further
amendments in the scope or quality of the Project or in the Project's program or
schedule requirements which are authorized in writing by the Owner, Architect
shall prepare and submit the Construction Documents to Owner, consisting of
final Drawings and Specifications setting forth in detail all requirements for
the construction of the Project. The Drawings and Specifications shall include
all necessary and appropriate depictions, renderings and descriptions for the
performance and completion of construction of the Project in accordance with the
Project's program and schedule requirements, and in a manner that is consistent
with the design integrity of the Project.  Architect shall prepare and submit
for approval both preliminary and, based on Owner's comments, final packages of
Construction Documents.  All Construction Documents and all other drawings,
specifications or other documents furnished by Architect hereunder shall comply
with all applicable codes, laws, ordinances, rules or regulations applicable to,
controlling or affecting the design or use of the Project, including without
limitation the Americans with Disabilities Act and the Texas Accessibility
Standards.

2.3.2  Architect shall assist Owner in the preparation of the
necessary bidding information, bidding forms, general and/or supplementary or
special conditions of the contract for construction, and the forms of agreement
between the Owner and the construction contractor, but the final terms and
conditions of those documents shall be determined by the Owner.

2.3.3  Architect shall assist Owner in preparation and analysis of bid
packages for the purchase of specific items.

2.3.4  Architect shall assist the Owner in assembling and submitting
all information and documents that may be necessary to obtain all permits,
licenses and approvals that are required from the governmental authorities and
public or private utilities having jurisdiction over the Project. Architect
shall furnish to Owner all architectural/engineering data and documents
necessary to secure all such permits, licenses and approvals. Architect shall
also provide all necessary plans and studies relating other mechanical and
engineering data as may be required for obtaining building permits and/or
certificates of occupancy. The Architect's reasonable time in attending normal
hearings before planning boards, commissions, agencies and other state, county
and municipal authorities to obtain approvals relative to the design or
construction of the Project and the issuance of the building permit and the
certificates of occupancy, are included within the Basic Services.

2.3.5  Architect's Construction Documents shall comply with the
requirements and intent of and be consistent with the Design Criteria.

ARCHITECT AGREEMENT - Page 7
------------------- 

2.4  Construction Procurement Phase

2.4.1  Architect shall assist Owner in soliciting and obtaining bids
or negotiated proposals and shall assist Owner in awarding and preparing
contracts for construction.

2.4.2  Without limitation of the foregoing, the Architect shall:

(a)   issue bidding and proposal requirements to all potential
contractors;

(b)   receive and analyze any questions from contractors,
transmit such questions and the Architect's recommended
answers in writing to the Owner for response, and issue
any required addenda to the bidding and proposal
requirements; and

(c)   receive and analyze bids and proposals and make
recommendations in writing to the Owner as to the award
of the construction contract. Such recommendations shall
include detailed reasons for the Architect's
recommendations and a summary of the Architect's opinions
as to the positive and negative factors relating to each
bid and/or proposal.

2.4.3  Whenever the scope of the Project contemplates alternate,
separate or sequential bids or proposals, or whenever Developer or Owner
purchased items are anticipated, a reasonable level of Architect's preparation
and assistance in obtaining bids or negotiating proposals in connection
therewith is included within the Architect's Basic Services.  In the event
extensive involvement beyond that which is normal and customary is required for
reasons unrelated to Architect, Architect may request Additional Services
therefor pursuant to the procedures set forth herein, which shall be subject to
Owner's prior approval.

2.5  Construction Phase - Administration of the Construction Contract

2.5.1  The Construction Phase will commence with the award of the
first contract for construction for the Project and will terminate upon final
completion of the Project and acceptance of the Project in full by the Owner.

2.5.2  Architect shall provide administration of the contract for
construction as set forth below and set forth in the applicable provisions of
the General Conditions of the Construction Contract between the Owner and the
Contractor (a copy of the standard form of which is attached hereto as Exhibit
-------
B).  All portions of the General Conditions setting forth any rights, duties,
obligations or liabilities of the Architect with respect to the Project and its
construction are incorporated by reference into this Agreement. Without
limitation of the foregoing, the Architect shall perform all services and
functions which it is authorized to perform in those documents. In furtherance
of these obligations, the Architect shall have a competent representative
present at the site as required in Paragraph 2.5.4 hereunder. Such
representative 

ARCHITECT AGREEMENT - Page 8
-------------------

shall be a person who is consented to by the Owner, and such representative
shall not be replaced without Owner's consent. Such consent(s) may be granted or
withheld by the Owner in its sole and absolute discretion. Terms having the
initial letter thereof capitalized but not defined herein shall have the meaning
set forth in such General Conditions.

2.5.3  Architect shall assist Owner during the Construction Phase, and
shall regularly advise and consult with the Owner. Architect shall have
authority to act on behalf of the Owner only to the extent provided in the
Contract Documents.

2.5.4  Architect shall observe and review construction as it
progresses. Architect shall be familiar with the progress and quality of the
Project and shall determine if the Project is being constructed in accordance
with the Contract Documents. Architect shall keep Owner informed of the progress
and quality of the Project and any potential problems of which it becomes aware
or of which it should be aware in the exercise of its professional efforts. In
this regard, Architect shall regularly visit the site an average of once per
week.  Architect shall attend job site meetings, in conjunction with its visits
to the site where possible, and shall submit to the Owner weekly written
progress reports. Architect shall not be responsible for construction means and
methods, sequences, techniques, procedures ands safety precautions.

2.5.5  Architect shall at all times have access to the Project
wherever it is in preparation or progress. Architect shall monitor and regularly
report in writing to Owner the number of hours Architect spends during the
Construction Phase.

2.5.6  Architect shall have responsibility to review, evaluate and
approve all applications for payment submitted by Contractor from time to time
based on the progress and quality of the Project and Contractor's Applications
for Payment and supporting materials, and shall, within ten (10) days following
receipt of any such application for payment, if appropriate, approve, execute
and deliver to Owner Certificates for Payment in such amounts, as provided in
the Contract Documents.

2.5.7  The issuance of a Certificate for Payment shall constitute a
representation by Architect to Owner that (i) the Work has progressed to the
point indicated, (ii) to the best of Architect's knowledge, information and
belief the quality of the Work is in accordance with the Contract Documents,
(iii) to the best of Architect's knowledge, information and belief the
constructed Work is in compliance with all applicable laws, codes, ordinances,
rules and regulations; and (iv) Contractor is entitled to payment in the amount
certified.

2.5.8  Architect shall be the interpreter of the requirements of the
Drawings and Specifications. Architect shall have primary responsibility to
issue drawings, instructions and data as may be required to properly interpret
the Drawings and Specifications for the proper execution or progress of the
Project with reasonable promptness on written request of either the Owner or the
Contractor.

2.5.9  Interpretations and decisions of the Architect shall be
consistent with the intent of and be reasonably inferable from the Contract
Documents and shall be in written or 

ARCHITECT AGREEMENT - Page 9
-------------------

graphic form. Architect shall timely provide Owner and Contractor with a copy of
each such written interpretation or decision.

2.5.10  Architect and Owner shall mutually arrive at decisions on
matters relating to artistic effect, consistent with the intent of the Contract
Documents.

2.5.11   Architect shall exercise reasonable professional efforts to
guard Owner against any defects or deficiencies in the Work of Contractor or any
other persons performing Work at the Project and shall have the responsibility
and authority to reject Work that does not conform to the requirements of the
Contract Documents, or which is not in compliance with applicable laws, codes,
ordinances, rules and regulations. The Architect will have the responsibility
and authority to reasonably request special inspection or testing of the Work,
in accordance with the provisions of the Contract Documents, whether or not such
Work is fabricated, installed or completed. If Architect becomes aware that
construction of the Project when completed will not be in accordance with the
Contract Documents, the Architect shall notify the Owner.

2.5.12   Architect shall review and approve or take other appropriate
action upon the Contractor's Submittals such as Shop Drawings, Product Data and
Samples for conformance with the Contract Documents and compliance with
applicable laws, codes, ordinances, rules and regulations. Such action shall be
taken with reasonable promptness so as to cause no unreasonable delay.

2.5.13   Architect will prepare Change Orders for Owner's execution as
provided in the Contract Documents upon the request of Contractor with the
consent of Owner.

2.5.14   Architect shall conduct inspections to determine the dates of
Substantial and Final Completion and, upon Owner's request, if appropriate,
shall approve, execute and deliver a final Certificate for Payment, in
accordance with the provisions of the Contract Documents.

2.5.15   Architect shall assist Owner, as reasonably required, in
resolving any problems encountered with respect to actual field conditions,
including making appropriate modifications to the details show on the Drawings
and Specifications, as necessary.

2.5.16   Architect shall prepare, execute, and deliver such reasonable
opinions as to the status and progress of construction as may be required by
Owner, any governmental authorities or, if applicable, Project lender(s) in such
form as shall be reasonably required by Owner or such party. In the event only a
temporary certificate of occupancy on the Project is issued, Architect shall
prepare and submit to Owner for its review, opinions as may be reasonably
requested by the Owner in enumerating the items required to obtain a permanent
certificate of occupancy, the date said items are expected to be completed, and
the expected cost of completing such work.

ARCHITECT AGREEMENT - Page 10
-------------------

2.5.17   Architect shall attend meetings as necessary with
representatives of Owner and other designated parties as may be reasonably
required by Owner, or as otherwise may be necessary or appropriate, in
connection with any reviews or discussions of the Work or any related matters.
If requested by Owner, Architect also shall prepare and distribute minutes of
all such meetings to Owner, all attendees and all other involved parties.
Architect shall attend job meetings, if necessary or appropriate, or if directed
by Owner.

2.5.18   Whenever Architect has reason to believe that any portion of
the Work when completed may be defective, deficient or not in accordance with
any of the requirements of the Contract Documents, or that there may be any
other non-compliance with any of the requirements of the Contract Documents or
any non-compliance with applicable laws, codes, orders, ordinances, rules or
regulations, Architect shall immediately give written notice thereof to Owner.
Architect shall use its professional skills and efforts in reviewing and
observing the portions of the Work and all submittals made in connection
therewith and shall report any inconsistencies, defects, deficiencies, non-
conformity or non-compliance therein, and shall promptly reject or disapprove
all such Work and submittals.

2.5.19   Whenever Architect has become aware that any Subcontractor,
Sub-subcontractor, or other person, organization or entity furnishing any labor,
services, or materials in connection with the Work has not been paid when and as
due, or that any dispute or controversy may exist between or among any two or
more of the Contractors, any Subcontractors, any Sub-subcontractors, and any
other such person, organization, or entity, Architect shall immediately give
written notice thereof to Owner.

2.5.20   Architect shall consult with Owner and, as part of the Basic
Services, make such modifications in and prepare such additional Drawings,
Specifications and/or other documents as may become necessary or appropriate
from time to time because of any (i) inconsistency identified by Contractor
during the construction phase of the Project, (ii) error, inconsistency,
omission or deficiency in the Drawings, Specifications and/or other documents
prepared by, through, under or on behalf of Architect, or (iii) inconsistency,
defect, deficiency, non-compliance or non-conformity in any portion of the Work
or any item submitted in connection therewith to the extent that Architect knew
or in the proper exercise of professional care should have known of such problem
and failed to give Owner written notice of the affected Work so as to allow
Owner to stop the Work and avoid further damage and expense.

2.5.21   If there is more than one contractor performing the Work or
if any portion of the Work is being performed by the Developer's, the Owner's or
any tenant's own forces, the Architect shall advise the Owner at the
Construction Procurement Phase whether, to the best of the Architect's
professional knowledge and judgment, unusual or critical conditions will be
created by the use of multiple contractors to provide portions of the Work and
shall advise the Owner with respect to any necessary or desirable contract
provisions to accommodate the same.

2.5.22   When the Project is substantially complete, the Architect
shall prepare and deliver to Owner and the Contractor, final punch lists of
items requiring completion, replacement or correction.

ARCHITECT AGREEMENT - Page 11
-------------------

2.5.23   Architect shall assist Owner in assembling all documents
required for Project close-out.  Architect shall review all warranties and
guarantees to determine if they comply with the requirements of the Contract
Documents.

2.5.24   Prior to commencement of construction, Architect shall
provide Owner with three (3) sets of producible Drawings and Specifications, as
finally approved as part of Basic Services. Architect shall update such Drawings
and Specifications throughout the course of construction to show all authorized
design changes and shall provide Owner with three (3) sets plus one (1)
reproducible set of updated Drawings and Specifications upon completion and
acceptance of the Project.

2.5.25   When requested by Owner, Architect shall prepare plans and
specifications for bidding purposes prior to completion of construction
documents. Such documents should be sufficiently detailed to serve as the basis
for initial subcontract negotiations and shall allow for the incorporation of
revisions facilitating cost reductions.

2.5.26   On an infrequent basis, from time to time as may be
reasonably requested by Owner, Architect shall meet with representatives of
Owner, and such other party(ies) as Owner may elect, to discuss and review with
Owner and such other party(ies) matters relating to the Project within the
duties of Architect hereunder. Architect will give Owner immediate notice of any
requested meetings.

2.6  Included Basic Services

Architect's Basic Services include, without limitation, each of the
following to the extent required during any Phase of Basic Services:

2.6.1  Providing documents for reasonable alternate bids to the extent
Architect believes to be necessary in its opinion for the purpose of controlling
construction costs.

2.6.2  Revisions to Drawings, Specifications or other design
documents, at whatever stage or phase, required to satisfy the Design Criteria
or to obtain bids within the construction budget for the Project, except to the
extent that any required revision is inconsistent with approvals or directions
of Owner or its Developer issued after the completion of the Design Development
Phase.

2.6.3  Providing opinions, reviews, disclosures and other
documentation reasonably required by any Lender of Developer, Owner or Owner's
tenant for the Project.

ARCHITECT AGREEMENT -Page 12
-------------------

ARTICLE 3
ADDITIONAL SERVICES

3.1  The following services are not included in Basic Services unless so
identified in Paragraphs 2.1 through 2.6 above or in Article 15 hereof. Such
services shall be provided if authorized in writing by the Owner, and they shall
be paid for as provided in this Agreement, in addition to the compensation for
Basic Services.

3.1.1  Furnishing, to the extent necessary in its opinion, the
services of soil engineers or other consultants, such services shall include
test borings, test pits, soil bearing values, percolation tests, air and water
pollution tests, ground corrosion and resistivity tests, including necessary
operations for determining sub-soil, air and water conditions, with reports and
appropriate professional recommendations.

3.1.2  Providing environmental studies or comparative studies of
prospective sites.

3.1.3  Providing services for future facilities, systems and equipment
which are not intended to be constructed during the Construction Phase,
provided, however, that Architect's design shall recognize and accommodate
potential expansions disclosed to Architect or included in the Design Criteria,
all of which is within the scope of Basic Services.

3.1.4   Providing analyses of owning and operating costs or detailed
quantity surveys or inventories of material, equipment and labor.

3.1.5   Providing services related to the selection, procurement or
installation of furniture and furnishings.

3.1.6   If the Owner requests a change in the scope or nature of the
Project, the Architect shall furnish Owner with a not to exceed price for any
additional compensation, and the effect, if any, of such change on the scheduled
completion dates of the design services for the Project. Architect shall not
initiate any work on any change until Owner agrees in writing to Architect's
proposal for such change.

3.1.7   Providing consultation concerning replacement of any Work
damaged by fire or other casualty during construction, and furnishing services
as may be required in connection with the replacement of such Work.

3.1.8   Providing services made necessary by the default of the
Contractor, or by major defects or deficiencies in the Work of the Contractor,
or by failure of performance of Contractor under any contract for construction,
except to the extent that the Architect or anyone performing by, through, under
or on behalf of Architect failed to perform any of its obligations under this
Agreement and such other default, defect, deficiency or failure could have been
avoided or minimized had the Architect properly performed its obligations.

ARCHITECT AGREEMENT - Page 13
-------------------

3.1.9  Providing written estimates of cost savings or increases, or
construction delays in completion of the Project, which may result from a Change
Order requested by Owner or Developer.

ARTICLE 4
OWNER'S RESPONSIBILITIES

4.1  Owner shall consult with Architect regarding the requirements for the
Project, including the design objectives, constraints and criteria, space
requirements and relationships, flexibility and expandability, special equipment
and systems and site requirements.

4.2  Owner shall furnish or cause to be furnished a budget for the Project
which shall include contingencies for bidding, changes in the Work during
construction, and other costs which are the responsibility of Owner, including
those described in this Article 4.

4.3  Owner shall designate one or more persons authorized to act on Owner's
behalf with respect to the Project. Owner shall render decisions pertaining to
the documents submitted by Architect promptly in order to avoid unreasonable
delay in the progress of the Architect's services.

4.4  Owner shall furnish or cause to be furnished a legal description and
land survey of the site, giving, as necessary and applicable, grades and lines
of streets, alleys, pavements, and adjoining property; rights-of-way,
restrictions, easements, encroachments, zoning, deed restrictions, boundaries
and contours of the site; locations, dimensions and complete data pertaining to
existing buildings, other improvements and trees; and full information
concerning available service and utility lines both public and private, above
and below grade, including inverts and depths.

4.5  Owner shall furnish or cause to be furnished structural, mechanical,
chemical and other laboratory tests, inspections and reports as required by the
Contract Documents. Architect shall be required to advise Owner in writing when
it determines that any such tests are necessary.

4.6  Owner shall furnish or cause to be furnished all legal, accounting and
insurance counseling services as Owner may require at any time for the Project,
including such auditing services as Owner may require to verify the Contractor's
Applications for Payment or to ascertain how or for what purposes the Contractor
uses the monies paid by or on behalf of Owner. The foregoing services are
provided by Owner for the sole benefit of Owner and are not provided for the
benefit of Architect. Architect shall be responsible for any and all legal,
accounting or insurance requirements of Architect.

4.7  The services, information, surveys and reports required by Paragraphs
4.4 through 4.5 inclusive shall be furnished without charge to Architect, and
Architect shall be entitled to rely upon the accuracy and completeness thereof
except to the extent that Architect knows or in the proper exercise of
professional care should have known of any inconsistency, defect or deficiency
therein. Architect shall review all information, surveys, reports and materials
supplied 

ARCHITECT AGREEMENT - Page 14
-------------------

by Owner and shall give written notice to the Owner of any inaccuracy,
error or omission, which Architect observes.

4.8  If Owner discovers any fault or defect in the Project or
nonconformance with the Contract Documents, written notice thereof shall be
given by Owner to the Architect.

4.9  Owner shall furnish the aforesaid required information and services
and shall provide approvals and decisions as reasonably necessary for the
orderly progress of Architect's services and of the Work.

ARTICLE 5
CONSTRUCTION COST

5.1  Architect shall assist Owner, upon request, in Owner's evaluation of
budget requirements and detailed estimates of the construction cost. It is
recognized, however, that the Architect does not control the cost of labor,
materials or equipment, or have control over the Contractor's methods of
determining bid prices, or over competitive bidding, market or negotiating
conditions. Architect does hereby agree to consult with Owner and Contractor
when applicable to determine systems and materials to be incorporated into the
design. Architect shall design the Project with materials and systems it
determines from its knowledge and experience to be in the best economic interest
of the Project based upon Architect's knowledge of the Design Criteria and
Owner's budget.  While it is understood that Architect cannot warrant the costs
of construction, Architect agrees to, as part of Basic Services, revise
Drawings, Specifications or other design documents to the extent required to
obtain bids for construction that are within the construction budget for the
Project, except to the extent that any required revision is inconsistent with
approvals or directions of Owner or its Developer issued after the completion of
the Design Development Phase.

ARTICLE 6
HOURLY RATES

6.1  Attached hereto and incorporated herein as Exhibit C is an Hourly Rate
---------                  
Schedule prepared by Architect and consented to by Owner setting forth by
category the Architect's current hourly wage rates and direct personal expense
for its personnel. No changes in such rates shall be made without the prior
written consent of Owner.

ARTICLE 7
REIMBURSABLE EXPENSES

7.1  Reimbursable Expenses are in addition to compensation for Basic and
Additional Services and include expenses incurred by the Architect and
Architect's employees and consultants in the interest of the Project, as
identified in the following clauses.

ARCHITECT AGREEMENT - Page 15
-------------------

7.1.1  Expense of transportation in connection with the Project;
expenses in connection with authorized out-of-town travel; long distance
communications; and fees paid for securing approval of authorities having
jurisdiction of the Project.

7.1.2  Expense of reproductions, postage and handling of Drawings,
Specifications and other documents.

7.1.3  If authorized in advance by the Owner, expense of overtime work
requiring higher than regular rates.

7.1.4  Expense of renderings, models, mock-ups, photographs, brochure
covers and brochure inserts requested by the Owner.

7.1.5  Expense of additional insurance coverage or limits, including
professional liability insurance, requested by the Owner in excess of that
normally carried by the Architect and Architect's consultants.

ARTICLE 8
PAYMENTS TO THE ARCHITECT

8.1  Payments on Account of Basic Services

8.1.1  Payments for Basic Services properly performed shall be made
monthly following receipt of Architect's invoice, submitted in such form and
with such supporting materials as the Owner may require.  Invoices shall be
submitted through Developer as provided in Article 22 hereof.  Subject to
Subparagraph 8.3.2 hereof, invoices received and approved on or before the
twenty-fifth (25th) day of any month shall be paid on or before the last day of
the following month. Each such payment shall be equal to the percentage of the
total Basic Services for the subject Phase that Owner reasonably determines has
been completed during the period covered by the Architect's invoice multiplied
by the total compensation that is payable for the Basic Services during that
Phase as set forth in Article 15, less all prior payments for Basic Services
performed during that Phase. The total payments for Basic Services during any
Phase shall not exceed the total amount payable for that Phase in accordance
with the provisions of Article 15.

8.2  Payments on Account of Additional Services

8.2.1  Payments on account of Architect's Additional Services as
defined in Article 3, which are properly performed or incurred, shall be made
monthly based on the same submittal, approval and payment time schedule
applicable to Basic Services under Paragraph 8.1 above following receipt and
approval of the Architect's statement of Additional Services rendered in such
form and with such supporting materials as Owner may require.

8.3  Payments Withheld

ARCHITECT AGREEMENT - Page 16
-------------------

8.3.1  No deductions shall be made from Architect's compensation on
account of penalty, liquidated damages or other sums withheld from payments to
contractors, or on account of the cost of changes in the Work or damages other
than those for which Architect is liable, and then only to the extent such cost
or damages are caused by or attributable to, either in whole or in part, the
acts or omissions of Architect.  Owner may withhold payment on account of
Architect's default or material breach of this Agreement.

8.3.2  Architect recognizes that Developer is developing the Project
for the Owner and that Owner is to advance to or reimburse Developer, or
otherwise provide funding, for all compensation due Architect hereunder;
however, in no event will payment to Architect be delayed more than sixty (60)
days after the Architect's invoice is due.

8.4  Project Suspension or Termination

8.4.1  If the Project is suspended or abandoned in whole or in part
for more than three (3) consecutive months, Architect shall be compensated in
accordance with the above provisions for all services properly performed prior
to receipt of written notice from Owner of such suspension or abandonment.

ARTICLE 9
ARCHITECTS ACCOUNTING RECORDS

9.1  Records of Architect's charges from and payments to its personnel or
to third parties, as well as records of time, hourly charges and direct
personnel expense shall be kept on the basis of generally accepted accounting
principles and shall be available to Owner or Owner's authorized representative
at mutually convenient times.

ARTICLE 10
OWNERSHIP AND USE OF DOCUMENTS

10.1 The Drawings and Specifications prepared hereunder, in whatever state
of completion, shall be and remain the property of Developer (or Owner in the
event of assignment pursuant to Article 13 hereof) to be used by Developer in
accordance with applicable law as it sees fit; provided that Developer shall not
be entitled to utilize the set of drawings stamped with the Architect's seal
other than in connection with the Project. The Architect shall be permitted to
retain copies, including reproducible copies, of Drawings and Specifications.
The rights granted under this Paragraph are conditioned upon the Developer
agreeing to indemnify the Architect from any liability and related expense
arising out of the modification of the documents or their use on any other
project.

10.2 Architect agrees to furnish Owner with electronic drawing files of the
Drawings and Specifications reflecting all revisions thereto for Owner's (or its
assignee's) use in connection with the Project or for Owner's (or its
assignee's) use in connection with the design and construction of future
projects, and the rights and conditions of ownership granted by this Article

ARCHITECT AGREEMENT - Page 17
-------------------

shall extend to and include such electronic drawing files.  Architect agrees to
and shall issue such notifications and execute such documents and agreements and
do all other things necessary to permit such subsequent use by Owner, its
assignee and/or any subsequent architect, including without limitation
compliance with requirements of the Texas Board of Architectural Examiners and
Title 22 of the Texas Administrative Code.

10.3 Architect acknowledges that Owner may furnish, and may have included
in the Design Criteria, drawings, specifications and/or electronic drawing files
utilized on prior projects which are intended to form the basis of the design
for the Project and the Drawings and Specifications therefor in compliance with
applicable law. Architect agrees to and shall review, and revise and/or modify
as necessary, such items, and shall affix its seal, actual signature, and date
of affixation to all Contract Documents, Drawings, Specifications and other
documents required in the performance of the services under this Agreement
whether issued under the authorship of Architect or developed under its
supervision, in accordance with the rules and regulations of the Texas Board of
Architectural Examiners.

10.4 Submission or distribution to meet official regulatory requirements or
for other purposes in connection with the Project shall not be construed as
publication in derogation of the Architect's rights.

10.5 This Agreement allows for its assignment to a design build general
contractor by Owner.  Rights of ownership in and to the Drawings, Specification
and other design documents are as set forth in Article 10, and shall not be
transferred or affected by an assignment of this Agreement to a design build
general contractor.

ARTICLE 11
TERMINATION OF AGREEMENT

11.1 This Agreement may be terminated by Owner, with or without cause, upon
ten (10) days prior written notice thereof. In the event this Agreement is
terminated due to any default of the Architect under this Agreement, the
Architect shall not be entitled to receive any additional compensation for Basic
and Additional Services allegedly due. In the event this Agreement is terminated
due to any other reason, including but not limited to, termination without cause
and at and for Owner's convenience, the Architect shall be paid for services
properly performed prior to the termination date in accordance with the
compensation and payment provisions hereof. If the date of termination occurs
other than at the completion of a Phase as set forth in Article 15, the payment
to the Architect for such incomplete Phase shall be prorated in accordance with
the percentage of completion at the date of termination as above provided.

11.2 If Architect is adjudged a bankrupt, or if it makes a general
assignment for the benefit of its creditors, or if a receiver is appointed on
account of its insolvency, and if in any such event Architect fails to provide
Owner with adequate assurances of future performance with ten (10) days of
Owner's request therefor, or if Architect is in violation of a material
provision of this Agreement, then Owner may, without prejudice to any right or
remedy upon giving

ARCHITECT AGREEMENT - Page 18
-------------------

Architect written notice, terminate this Agreement and take possession of all
Drawings and Specifications and related documents and finish the Project by
whatever method Owner may determine expedient. In such event, Architect shall
not be entitled to receive any further payment until the Project has been
completed. Upon completion of the Project, Architect shall be entitled to
receive all amounts which it would have been entitled to receive under this
Agreement less, however, all damages, costs, losses, liabilities, expenses or
other claims suffered by Owner whether direct or indirect, consequential, or
otherwise.

ARTICLE 12
MISCELLANEOUS PROVISIONS

12.1 Developer shall be Owner's representative with respect to the Project,
authorized to act on Owner's behalf and with authority to execute any and all
instruments requiring Owner's approval, consent, action or instruction.
Architect shall communicate with Owner through Developer, and any and all
notices and/or submittals required of Architect under this Agreement or any
other Contract Document, including without limitation Requests for Payment,
Change Orders, requests for extension of time and/or claims for extras, shall be
submitted directly to Developer by Architect.

12.2 Architect shall and hereby does subordinate any and all liens, rights
and interest (whether choate or inchoate and including, without limitation, all
mechanics' and materialmen's liens under the applicable laws and statutes of the
state of the situs of the project) owned, claimed or held, or to be owned,
claimed or held by Architect or anyone else acting or claiming through or under
Architect in and to any part of the Work or the property on which the Work is
performed, to the liens securing payments of sums now or hereafter borrowed by
Owner in connection with construction of the Improvements.  Architect shall
execute such further and additional evidence of the subordination of any and all
liens, rights and interest as Owner's lenders may require, including a form of
Subordination Agreement acceptable to Owner. The subordination of lien is made
in consideration of and as an inducement to the execution and delivery of this
Agreement, and shall be applicable despite any dispute between the parties
hereto or any others, or any default by Owner under the Contract Documents or
otherwise.

ARTICLE 13
SUCCESSORS AND ASSIGNS

13.1 Owner and Architect respectively bind themselves, their partners,
successors, assigns and legal representatives to the other party to this
Agreement and to the partners, successors, assigns and legal representatives of
such other party with respect to all covenants of this Agreement. Architect
shall not assign, sublet or transfer any interest in this Agreement or any
monies due or to become due hereunder without the prior written consent of
Owner. Architect hereby consents to Developer's assignment to Owner of its
entire interest in this Agreement contingent and effective only upon Owner's
written acceptance of such assignment, or in connection with a mortgage on, or
the sale or transfer of, the Project or any interest therein or any entity
holding title thereto; and effective from the date of such assignment, sublease
or transfer, Developer shall be released from all obligations to Architect
hereunder arising after the 

ARCHITECT AGREEMENT - Page 19
-------------------

date of such assignment, sublease or transfer, and Developer shall not be
required to pay Architect for any services in connection with the Project
rendered after the date of any such assignment, sublease or transfer.

13.2 Architect understands and acknowledges that Owner may, at Owner's sole
option, choose to engage a general contractor for construction of the Project on
a design and build basis.  In such event, such general contractor shall, without
limiting Architect's obligations to the Owner, be responsible to Owner for
designing as well as constructing the Project.  Architect agrees that Owner may,
at any time, assign this Agreement to the general contractor engaged for
construction of the Project, and Architect hereby consents to such assignment
and agrees that in such event Architect shall perform its obligations hereunder
for the general contractor to the same extent as if this Agreement had been
originally entered into between such parties and shall look solely to such
general contractor for satisfaction of payments or claims hereunder or otherwise
in connection with the Project.  Specifically, Architect agrees to the
continuing use and development following such assignment of any and all design
documents prepared pursuant to this Agreement, and that such assignment shall
not result in any adjustment of Architect's compensation or time for
performance.  Architect further consents and agrees that upon the occurrence of
the assignment of this Agreement, Developer and Owner shall be released from any
and all obligations or liability to the Architect in connection with this
Agreement or the Project.

13.3 Architect agrees that Developer (or Owner) may collaterally assign
this Agreement to the Lender(s) in connection with the financing of the Project,
and agrees to execute documents evidencing such collateral assignment and
consent as may be reasonably required.

ARTICLE 14
EXTENT OF AGREEMENT

14.1 This Agreement represents the entire and integrated agreement and
Owner and Architect and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be amended only by
written instrument signed by both Owner and Architect.

ARTICLE 15
BASIS OF COMPENSATION

15.1 Basic Compensation

15.1.1  For Basic Services as described in Article 2, and any other
services defined elsewhere in this Agreement as part of the Basic Services,
Basic Compensation shall be computed as follows:

A stipulated sum of One Million, Five Hundred Twenty Thousand, Six Hundred
Fifty-Seven and 00/100 Dollars ($1,520,657.00), reduced by the total payments,
if any, made under any letter agreement or authorization entered into prior to
execution hereof. The Basic Services 

ARCHITECT AGREEMENT - Page 20
-------------------

covered by this stipulated sum amount include all services and miscellaneous
costs necessary to complete the Basic Services, including but not limited to the
following:

Architecture
Interior Tenant Finish
Civil Engineering
Structural Engineering
Mechanical, Electrical, Plumbing and Fire Protection Engineering
Master Planning
Site Planning
Landscape and Irrigation
Interior and Exterior Signage required by Federal, State or local building
or access codes
All Overhead, Administrative and other Costs

15.1.2  Payments for Basic Services shall be made so that the total
Basic Compensation that is paid for each Phase shall equal to the following
percentages of the total Basic Compensation:

Shell/Site    Interiors   Total

Schematic Design                    12%    $107,762      $ 60,616    $  168,379

Design Development                  20%     179,604       101,027       280,631

Construction Documents              48%     431,050       242,465       673,515

Construction Administration         20%     179,604       101,027       280,631

Subtotal                           100%     898,020       505,136     1,403,157

Reimbursable Allowance                       87,500      Included        87,500

CAD As-Builts Allowance                      30,000      Included        30,000

15.1.3    A maximum budgeted allowance of $87,500.00 is included for costs,
expenses and other items which might otherwise be categorized as Reimbursable
Expenses in connection with design services for the Project's building shell.
Within ten (10) days following execution of this Agreement, Architect shall
prepare and deliver to Owner for its review and acceptance a budget of
anticipated Reimbursable Expenses, segregated by category and amount. Architect
shall present actual billings for such costs without any markup, and shall not
be entitled to payment out of this line item in excess of the amount thereof set
forth above without written authorization from Owner. Architect shall promptly
notify Owner if he believes his firm will exceed the allowance during execution
of said Project.

ARCHITECT AGREEMENT - Page 21
-------------------

15.1.4   It is further provided that the maximum budgeted allowance of
$30,000.00 is included for the costs and expenses for the preparation of CAD as-
built drawings for the building shell and the tenant improvements. Other items
of reimbursable expense associated with design services for the Project's tenant
improvements are included in the Basic Compensation and shall not be separately
reimbursed.  Architect shall promptly notify Owner if he believes his firm will
exceed the allowance during execution of said Project.

ARTICLE 16
OTHER CONDITIONS OR SERVICES

16.1 During the term of this Agreement, as part of Basic Services
hereunder, Architect shall provide to Owner weekly progress reports of the
status of Architect's activities hereunder and of the status of the Project and
the scheduling of all activities related thereto, all in form and containing
such information as Owner may reasonably require.

16.2 If requested to do so by Owner, at the completion of the Project,
Architect shall provide Owner, at no additional cost to Owner, a set of
reproducible drawings and specifications (with Architectural and Engineering
Seal) of the Project; however, Owner agrees to indemnify Architect from any and
all related expenses arising out of the modification or use of the set on other
projects. This set shall become the property of the Owner.

16.3 Architect shall not transport, store or introduce to the Project, nor
specify for use in its design or construction, any hazardous substances, as that
term is used in the promulgations of the Environmental Protection Agency or the
Texas Natural Resources Conservation Commission.

ARTICLE 17
ARCHITECT'S INSURANCE

17.1 During the performance of its service, and until termination of this
Agreement, unless otherwise specified, Architect, at its sole cost and expense,
shall carry and maintain insurance with a company or companies acceptable to
Owner, insuring Architect as follows:

(a)  Worker's Compensation Insurance and Employer's Liability
Insurance to provide statutory worker's compensation benefits as
required by the laws of any and all states in which such
employees are located or perform services for all Architect's
employees to be engaged in the services provided under this
Agreement with minimum in occurrence/aggregate limits of
500,000.00.

(b)  Comprehensive General Liability Insurance on an "occurrence"
basis, covering all operations of Architect as named insured,
including contractual liability for the indemnity and hold
harmless agreement set forth in Paragraph 18.1 hereof, against
claims for bodily injury or death, including personal injury, and
property damage with limits of not less than $5,000,000.00
combined single coverage for bodily injury or death and property
damage. Insurance coverage shall also be carried with limits of
not less than

ARCHITECT AGREEMENT - Page 22
-------------------

$5,000,000.00 combined single coverage against bodily injury
liability and property damage liability arising out of the use by
or on behalf of Architect, its agents and employees, in pursuit
of the services provided for in this Agreement, of any owned,
nonowned or hired automotive equipment. Coverage shall be
continued for at least two (2) years after completion of
Architect services under this Agreement.

(c)  Architect's Professional Insurance covering liability imposed by
law or by contract arising out of a negligent act, error or
omission in the performance of or lack thereof of professional
services for others and any physical property damage or injury or
death resulting therefrom with a single limit of not less than
$2,000,000.00, such insurance to be continued in force for a
period not less than two (2) years sixty (60) days after Date of
Substantial Completion as certified by the Architect and accepted
by the Owner.

17.2 Architect shall require any and all engineers and consultants engaged
or employed by Architect in connection with the performance of Architect's
services hereunder to carry and maintain, at all times while engaged in the
performance of services covered by this Agreement, insurance with limits and
coverages in such amounts as determined from time to time by Architect and
Owner, which shall include but not be limited to (i) Workers' Compensation
Insurance as required by applicable state law, and (ii) General Liability
Insurance with limits of not less than $1,000,000.00 combined single coverage
for bodily injury or death and property damage. Architect shall require any such
engineers or consultants to furnish Owner such evidence thereof as Owner may
reasonably request. Such insurance shall be carried and maintained with a
company or companies and be in forms and amounts acceptable to Owner. Engineers
stamping drawings shall carry Engineers Professional Liability Insurance
covering liability to Owner arising out of an error, omission or negligent act
in the performance, or lack thereof, or professional services for others and any
physical property damage, or injury or death resulting therefrom, with single
limits as follows:

$1,000,000.00 occurrence/aggregate

Such insurance is to be continued in force for a period of not less than two (2)
years following completion of all Architect's services under this Agreement.

17.3 All policies of insurance required under the terms of Paragraph 17.1
or Paragraph 17.2 except those described in Paragraph (a) and (c) of Paragraph
17.1 and the penultimate sentence of Paragraph 17.2 shall name Developer and
Owner as additional insureds and shall contain a waiver of subrogation in favor
of Developer and Owner, except for professional liability insurance. Each
insurance policy required under this Article shall contain a standard
severability of interest clause which provides that the insurance applies
separately to each 

ARCHITECT AGREEMENT - Page 23
-------------------

insured and the requirement of a blanket notice from the insurer to each named
and additional insured at least sixty (60) days prior to the nonrenewal or
cancellation of the policy.

17.4 Architect shall furnish Owner with certificates showing that all
insurance is being maintained as required herein. Upon renewal of any such
insurance that expires before the completion of Architect's services under this
Agreement, Owner shall be provided with renewal certificates or binders upon
expiration, together with evidence of payment of premiums thereon.

ARTICLE 18
INDEMNIFICATION

18.1 ARCHITECT SHALL INDEMNIFY AND HOLD DEVELOPER, OWNER AND THEIR
RESPECTIVE OFFICERS, EMPLOYEES AND CORPORATE AFFILIATES HARMLESS FROM AND
AGAINST ALL DAMAGES, CAUSES OF ACTION, LIABILITIES, LOSSES AND EXPENSES,
INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES, TO THE EXTENT ARISING OUT OF OR
RESULTING FROM (A) ANY BREACH OF THE TERMS, CONDITIONS, COVENANTS, CONTAINED IN
THIS AGREEMENT BY ARCHITECT, ITS EMPLOYEES, SERVANTS, CONSULTANTS OR OTHER
PERSONS OR ENTITIES FOR WHOM IT IS RESPONSIBLE, (B) ANY NEGLIGENT ACT OR
OMISSION OF ARCHITECT, ITS EMPLOYEES, OR CONSULTANTS WHICH RESULTS IN BODILY OR
PERSONAL INJURY, SICKNESS, DISEASE OR DEATH, OR INJURY TO OR DESTRUCTION OF
TANGIBLE PROPERTY INCLUDING THE LOSS OF USE THEREOF ON A COMPARATIVE FAULT
BASIS, AND WHETHER OR NOT SUCH CLAIM, DAMAGE OR EXPENSE IS CAUSED IN PART BY THE
NEGLIGENCE OR OTHER ACT OR OMISSION OF A PARTY INDEMNIFIED HEREUNDER. SUCH
OBLIGATION SHALL NOT BE CONSTRUED TO NEGATE, ABRIDGE, OR OTHERWISE REDUCE ANY
OTHER RIGHT OR OBLIGATION OF INSURANCE OR INDEMNITY WHICH WOULD OTHERWISE EXIST
AS TO ANY PARTY OR PERSON DESCRIBED HEREIN.

ARTICLE 19
COMPLETION CERTIFICATE

19.1 Architect shall perform its duties as specified herein so that, at the
completion of the Project, Architect will execute, and if necessary be a party
to, a written instrument(s) in form and substance satisfactory to Owner stating
that to the best of Architect's knowledge, information and belief the Project
has been constructed and completed in accordance with the Contract Documents.

ARTICLE 20
LIMITATION AGAINST DEVELOPER

20.1 It is understood and agreed that notwithstanding Developer's
development of the Project for Owner that this Agreement is by and between Owner
and Architect, and that Developer is not a party hereto.  Developer's duties and
responsibilities are as specifically set

ARCHITECT AGREEMENT - Page 24
-------------------

forth herein, and Architect agrees to look solely to Owner for payment and
recovery of any amounts due for Architect's Services or otherwise in connection
with the Project. In no event shall Architect have any claim against any
partners of Owner, any limited partners of Developer, or any partners of the
partners of Owner, or the officers, directors, employees or shareholders of any
corporate partner of Developer or Owner or any corporate partner of a partner of
Owner, any and all such claims being hereby unconditionally waived by Architect.

ARTICLE 21
CONFIDENTIALITY

21.1 Owner is furnishing Architect with certain information in connection
with the Owner and the Project. As a condition to the receipt of such
information, Architect agrees to treat confidentially any information concerning
the Owner or the Project which is furnished to Architect or of which Architect
becomes aware, whether furnished or discovered before or after the date of this
Agreement, together with analyses, compilations, studies or other documents or
records prepared by Architect or its directors, officers, employees, advisors,
consultants or representatives (collectively, "Representatives"), all such
information being referred to herein as the "Material."

21.2 Architect hereby agrees that the Material will be used solely for the
purpose of performance under this Agreement and that the Material will be kept
confidential by Architect and its Representatives; provided, however, that (i)
any of the Material may be disclosed to Architect's Representatives who need to
know the information contained therein for the purpose described above (it being
understood that (a) such Representatives shall be informed by Architect of the
confidential nature of such information and Architect shall cause such
Representatives to treat such information confidentially, (b) Architect shall
maintain a list of those persons to whom such information has been disclosed,
which list shall be presented to Owner upon request, and (c) in any event
Architect shall be responsible for any breach of this Agreement by any of its
Representatives), and (2) any disclosure or other use of the Material may be
made to which the Owner consents in advance in writing.

21.3 Without the prior written consent of Owner, Architect will not, and
will direct Architect's Representatives to not, disclose the Material or to
disclose to any person the fact that the Material has been made available to
Architect or that Architect has inspected any portion of the Material. Without
limitation on the foregoing, Architect and its Representatives will not discuss
the Material, including any prospective site locations for the Project with
members of the press, brokers or any other persons.

21.4 It is further understood and agreed that money damages would not be a
sufficient remedy for any breach of this Article of the Agreement and that Owner
shall be entitled to specific performance and injunctive or other equitable
relief as a remedy for any such breach of the provisions of the Article. Such
remedy shall not be deemed to be exclusive remedy for breach of this Agreement,
but shall be in addition to all other remedies available at law or equity to
Owner.

ARCHITECT AGREEMENT - Page 25
-------------------

21.5 The provisions relating to confidentiality in this Article of the
Agreement shall terminate five (5) years from the date hereof or sooner if so
allowed in writing by Owner.

ARTICLE 22
NOTICES AND OTHER PROVISIONS

22.1 All notices, demands, approvals and requests given by either party to
the other hereunder shall be in writing and shall be personally delivered or
sent by telecopy (with hard copy to follow) or registered or certified mail,
postage prepaid, to the parties at the following addresses:

If to Owner:             Wells Operating Partnership, L.P.
c/o Wells Capital, Inc.
Attn: Senior Vice President Asset Management
Suite 250
6200 The Corners Parkway
Norcross, Georgia 30092
Fax:  (770) 200-8199

with a copy to:          Troutman Sanders LLP
Attention: Mr. John W. Griffin
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia 30308-2216
Fax: (404) 962-6577 and (404) 885-3900

with a copy to:          Champion Partners, Ltd.
Attn: Robert D. Poynor
Suite 100
15601 Dallas Parkway
Addison, Texas 75001
Fax: (972) 490-5599

If to Architect:         HKS, Inc.
1919 McKinney Avenue
Dallas, Texas 75201
Attn: Daniel Jeakins
Fax: (214) 969-3397

Either party may at any time change its respective address by sending written
notice to the other party of the change in the manner hereinabove prescribed.
Notices shall be deemed to be given upon the earlier to occur of actual receipt
or on the third business day after mailing. Fax notices shall not be effective
unless confirmation of receipt is provided. Each party hereto agrees to provide
immediate confirmation of receipt of fax notices.

ARCHITECT AGREEMENT - Page 26
-------------------

22.2 Each party to this Agreement has been represented by legal counsel, or
has had the opportunity to be represented by legal counsel, and each party has
had the opportunity to equally participate in the negotiation, preparation and
drafting of this Agreement. In the event of any dispute between the parties
hereto, the prevailing party in any proceeding shall be entitled to be
reimbursed by the other party for its reasonable attorneys' fees, paralegal
charges, other related legal costs and expenses, court costs and, if applicable,
arbitration costs and fees.

22.3 This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which when taken together shall
constitute but one agreement.

22.4 The headings for any paragraphs of this Agreement are for convenient
reference only, and shall not be deemed to be operative or relied upon for
construction of this Agreement for any purpose.

22.5 Architect represents and warrants that the person responsible for
sealing and signing documents and for furnishing and performing architectural
services in connection with this Agreement shall be a registered architect,
licensed to practice the profession of architecture pursuant to Article 249a of
the Texas Revised Civil Statutes, and in good standing and in compliance with
the rules, regulations and requirements of the Texas Board of Architectural
Examiners and Title 22 of the Texas Administrative Code.

22.6 Architect agrees that its selection and the award of this contract to
it is based in significant part on the personnel which Architect has proposed
for the performance hereof.  Architect agrees that the following individuals
will have and perform the roles indicated for them and will remain in such
capacity, serving the needs of the Project through completion of construction,
punch list and close out, and their involvement with and commitment to the
Project shall not be reduced:  Grant Simpson, David Meyer, Jay Waters and Bill
Maguire.

ARCHITECT AGREEMENT - Page 27
-------------------

IN WITNESS WHEREOF, this Agreement is entered into as of the day an first
written above.

WELLS OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership

By:  Wells Real Estate Investment Trust, Inc.,
a Maryland corporation,
its general partner

By: /s/ Douglas P. Williams
---------------------------------
Name: Douglas P Williams
-------------------------------
Title: Executive Vice President 
------------------------------

HKS, INC.
a Texas corporation

By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
-------------------------------
Title: President
------------------------------    

The Texas Board of Architectural Examiners, P.O. Box 12337, Austin, Texas 78711-
2337 or 333 Guadalupe, Suite 2-350, Austin, Texas 78701-3942, (512) 305-9000 has
jurisdiction over individuals licensed under the Architects' Registration Law,
Texas Civil Statutes, Article 249a.

ARCHITECT AGREEMENT - Page 28
-------------------

EXHIBIT A

DESIGN CRITERIA
(PRELIMINARY BUILDING PLANS & SPECIFICATIONS)

(1)  Nissan Motor Acceptance Corporation Conceptual Structural Foundation &
Framing Plan, dated February 28, 2001, 4 sheets (S1.01, S2.01, S2.02,
S2.03) prepared by Brockette Davis Drake, Inc.

(2)  Nissan Motor Acceptance Corporation Specification/Narratives, dated August
30, 2000, prepared by HKS Architects and Brockette Davis Drake, The SWA
Group, Blum Consulting Engineering and The Staubach Company, as follows:

(i)    Interior Space Requirements Program, 16 pages
(ii)   Architectural/Interior Design Narrative (Shell), 5 pages
(iii)  Architectural/Interior Design Narrative (Interiors), 8 pages,
Revised November 27, 2000
(iv)   Landscape Design Narrative, 1 page
(v)    MEP Shell Building Outline Specifications, 32 pages
(vi)   MEP Interior Finishout Narrative, 4 pages

(3)  Developer Scope Summary Form (no date), 4 pages

(4)  Site Plan, as prepared by HKS, dated February 21, 2001 (superceded by
4/17/01 set).

(5)  Outline Specification:  Roof, Glazing & Elevators, dated February 21, 2001.

(6)  Finish System for Preliminary Design, prepared by HKS, dated February 27,
2001.

(7)  Yasuda Fire & Marine Insurance Company letter of document review dated
August 30, 2000.

(8)  HKS Architects' memo of Construction Type Options (for fire rating) not
dated.

(9)  HKS Architects' Revised Plans; 6 sheets, dated April 17, 2001.

(10) Blum Consulting Engineers' memo specifications of McQuay equipment, dated
April 24

EXHIBIT B

GENERAL CONDITIONS OF THE CONTRACT FOR
THE ARCHITECT AGREEMENT

BY AND BETWEEN
WELLS OPERATING PARTNERSHIP, L.P.
AND
HKS, INC.

GENERAL CONDITIONS OF THE CONTRACT FOR
THE DESIGN AND BUILD CONSTRUCTION AGREEMENT

Article           Index                                                                                         Page
-------           -----                                                                                         ----

ARTICLE 1  CONTRACT DOCUMENTS................................................................................     1
1.1      DEFINITIONS................................................................................     1
1.1.1    THE CONTRACT DOCUMENTS............................................................     1
1.1.2    THE CONTRACT......................................................................     1
1.1.3    THE WORK..........................................................................     1
1.1.4    THE PROJECT.......................................................................     1
1.2      EXECUTION, CORRELATION, INTENT AND INTERPRETATIONS.........................................     1
1.3      ORDER OF PRECEDENCE........................................................................     5
1.4      COPIES FURNISHED AND OWNERSHIP.............................................................     5
1.5      DOCUMENTS TO BE KEPT ON THE JOBSITE........................................................     5
ARTICLE 2  ADMINISTRATION....................................................................................     6
2.1      ADMINISTRATION OF THE CONTRACT.............................................................     6
2.2      MEETINGS...................................................................................     6
ARTICLE 3  OWNER.............................................................................................     7
3.1      DEFINITION.................................................................................     7
3.2      INFORMATION AND SERVICES...................................................................     7
3.3      RIGHT TO STOP THE WORK.....................................................................     7
3.4      RIGHT TO CARRY OUT THE WORK................................................................     7
ARTICLE 4  DESIGN/BUILDER....................................................................................     8
4.1.     DEFINITION.................................................................................     8
4.2      REVIEW OF CONTRACT DOCUMENTS...............................................................     8
4.3      SUPERVISION AND CONSTRUCTION PROCEDURES....................................................     8
4.4      LABOR MATERIALS AND QUALITY CONTROL........................................................     9
4.5      WARRANTY...................................................................................    10
4.6      TAXES......................................................................................    11
4.7      PERMITS, FEES AND NOTICES..................................................................    12
4.8      CASH ALLOWANCES............................................................................    12
4.9      DESIGN/BUILDER'S REPRESENTATIVES...........................................................    12
4.10     PROJECT SCHEDULE...........................................................................    13
4.11     SHOP DRAWINGS AND SAMPLES..................................................................    13
4.12     USE OF SITE................................................................................    16
4.13     CUTTING AND PATCHING OF WORK...............................................................    16
4.14     CLEANING UP................................................................................    17
4.15     COMMUNICATIONS.............................................................................    18
4.16     ROYALTIES AND PATENTS......................................................................    18
4.17     PROTECTION OF THE WORK.....................................................................    18
4.18     PEST CONTROL...............................................................................    18
4.19     PROJECT MEETINGS...........................................................................    18
4.20     CASH FLOW PROJECTIONS......................................................................    19
ARTICLE 5  SUBCONTRACTORS....................................................................................    19
5.1      DEFINITION.................................................................................    19

i

5.2      AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK.........................    20
5.3      SUBCONTRACTUAL RELATIONS...................................................................    21
ARTICLE 6  SEPARATE CONTRACTS................................................................................    22
6.1      RIGHT TO AWARD SEPARATE CONTRACTS..........................................................    22
6.2      MUTUAL RESPONSIBILITY OF CONTRACTORS.......................................................    22
6.3      CUTTING AND PATCHING UNDER SEPARATE CONTRACTS..............................................    22
6.4      RIGHT TO CLEAN UP..........................................................................    23
ARTICLE 7  MISCELLANEOUS PROVISIONS..........................................................................    23
7.1      GOVERNING LAW..............................................................................    23
7.2      SUCCESSORS AND ASSIGNS.....................................................................    23
7.3      WRITTEN NOTICE.............................................................................    23
7.4      CLAIMS FOR DAMAGES.........................................................................    23
7.5      PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND.......................................    24
7.6      RIGHTS AND REMEDIES........................................................................    24
7.7      TESTS......................................................................................    24
7.8      INTEREST...................................................................................    25
7.9      DISPUTES...................................................................................    25
7.10     MISCELLANEOUS..............................................................................    25
ARTICLE 8  TIME..............................................................................................    26
8.1      DEFINITIONS AND SUBSTANTIAL COMPLETION.....................................................    26
8.2      PROGRESS AND COMPLETION....................................................................    26
8.3      DELAYS AND EXTENSIONS OF TIME..............................................................    27
ARTICLE 9  PAYMENTS AND COMPLETION...........................................................................    27
9.1      CONTRACT SUM...............................................................................    27
9.2      SCHEDULE OF VALUES.........................................................................    27
9.3      PROGRESS PAYMENTS..........................................................................    27
9.4      PAYMENT....................................................................................    29
9.5      PAYMENTS WITHHELD..........................................................................    29
9.6      FAILURE OF PAYMENT.........................................................................    29
9.7      OCCUPANCY..................................................................................    29
9.8      FINAL COMPLETION AND FINAL PAYMENT.........................................................    30
ARTICLE 10  PROTECTION OF PERSONS AND PROPERTY...............................................................    31
10.1     SAFETY PRECAUTIONS AND PROGRAMS............................................................    31
10.2     SAFETY OF PERSONS AND PROPERTY.............................................................    31
10.3     EMERGENCIES................................................................................    32
ARTICLE 11  INSURANCE........................................................................................    32
11.1     DESIGN/BUILDER'S LIABILITY INSURANCE.......................................................    33
11.2     OTHER INSURANCE REQUIREMENTS...............................................................    35
11.3     PROPERTY INSURANCE.........................................................................    35
11.4     LOSS OF USE INSURANCE......................................................................    36
11.5     SUBCONTRACTORS' INSURANCE..................................................................    36
11.6     TRANSITION INSURANCE.......................................................................    38
ARTICLE 12  CHANGES IN THE WORK..............................................................................    38
12.1     CHANGE ORDERS..............................................................................    38

ii

12.2     CLAIMS FOR ADDITIONAL COST OR TIME.........................................................    39
ARTICLE 13  UNCOVERING AND CORRECTION........................................................................    40
13.1     UNCOVERING OF WORK.........................................................................    40
13.2     CORRECTION OF WORK.........................................................................    40
13.3     ACCEPTANCE OF DEFECTIVE OR NON-CONFORMING WORK.............................................    41
ARTICLE 14  MANUFACTURER'S MATERIALS AND PRODUCTS............................................................    42
14.1     INTENT OF SPECIFICATION....................................................................    42
14.2     SUBSTITUTIONS..............................................................................    42
14.3     INSTALLATION...............................................................................    42
ARTICLE 15  SUBSURFACE AND SITE INFORMATION..................................................................    42
15.1     SITE CONDITIONS AND DESIGN/BUILDER'S RESPONSIBILITY........................................    42

iii

GENERAL CONDITIONS OF THE CONTRACT FOR
THE DESIGN AND BUILD CONSTRUCTION AGREEMENT

ARTICLE 1

CONTRACT DOCUMENTS
------------------

1.1    DEFINITIONS
-----------

1.1.1  THE CONTRACT DOCUMENTS
----------------------

The Contract Documents consist of those documents identified on Exhibit B
---------
to the Design and Build Construction Agreement and as said Exhibit may be
amended from time to time.

If there is any inconsistency or ambiguity in any of the Contract
Documents, the governing document will be as listed in Paragraph 1.3 of the
General Conditions.

The Contract Documents includes the Advertisement or Invitation to Bid
and the Instructions to Bidders, but does not include the Design/Builder's Bid
or any other Bidding Documents, unless specifically enumerated in the Agreement.

1.1.2  THE CONTRACT
------------

The Contract Documents form the Contract for Construction and are
sometimes referred to as the "Contract". The Contract represents the entire and
integrated agreement between the parties hereto and supersedes all prior
negotiations, representations, or agreements, either written or oral. Nothing
contained in the Contract Documents shall create any contractual relationship or
third party beneficiary relationship between the Developer or the Owner and any
Subcontractor or Sub-subcontractor or between any persons or entities other than
between the Owner and the Design/Builder.

1.1.3  THE WORK
--------

The Work comprises the completed construction required by the Contract
Documents and includes all labor, materials, equipment and supervision necessary
to produce the Project, functioning properly, including all items necessary or
appropriate to permit the proper and full utilization of the Project.

1.1.4  THE PROJECT
-----------

The Project is the total construction of which the Work performed under
the Contract Documents may be the whole or a part.

1.2    EXECUTION, CORRELATION, INTENT AND INTERPRETATIONS
--------------------------------------------------

1

1.2.1  The intent of the Contract Documents is to include all items necessary
for the proper execution and completion of the Work by the Design/Builder.  The
Contract Documents are complementary, and what is required by one shall be as
binding as if required by all and performance by the Design/Builder shall be
consistent with the requirements of the Contract Documents and those matters
reasonably inferable from them as being necessary to produce the intended
results.

1.2.2  Organization of the Specifications into divisions, sections and articles,
and arrangement of Drawings shall not control the Design/Builder in dividing the
Work among Subcontractors or in establishing the extent of Work to be performed
by any trade.

1.2.3  Unless otherwise stated in the Contract Documents, words which have well-
known technical or construction industry meanings are used in the Contract
Documents in accordance with such recognized meanings.

1.2.4  By executing the Design and Build Construction Agreement Design/Builder
represents that:

1. it has examined all Contract Documents and all Exhibits attached
thereto, the Project Site, and the accessibility to and general
character of said Site;

2. the Contract Documents are complete, coordinated, and will allow for
proper and timely construction of the Work;

3. it has visited the Site, and has satisfied itself as to the nature of
the Work, the conditions of any visible existing buildings, structures
or features at the Site, the condition of the soil, the
Specifications, the Drawings, the character of the equipment and
facilities needed preliminary to and during the prosecution of the
Work, the general and local conditions under which the Work is to be
performed, the construction hazards, and all other matters witch could
be reasonably ascertained and in any way affect the Work under the
Contract Documents, and has correlated its observations with the
requirements of the Contract Documents; and

4. the Contract Sum for performance of the Contract includes any and all
costs as required by the Contract Documents or as reasonably inferable
therefrom as being necessary to completely construct and perform the
Work under the above mentioned conditions.

1.2.5  Design/Builder understands and agrees that:

1. If an item of Work is shown on the Drawings and not specified, or
specified and not shown on the Drawings, or neither specified or shown
but considered to be incidental to the Work and the accepted practice
of the respective trade, or required for total completion of the Work
and the Project, it shall be construed to 

2

be both shown and specified and shall be included in the scope of
Work and within the Contract Sum.

2.  Design/Builder shall complete all Work in accordance with the
requirements of Contract Documents and make no change therefrom
without having first received written authorization from Owner or
its authorized representative. Where detailed information is
lacking, before proceeding with Work, Design/Builder shall refer
the matter to Developer for further information. Design/Builder
shall be solely responsible for all extra cost and extra time for
changes made to Work without having received prior written
authorization from Owner or its authorized representative.

3.  If Work is required in such a manner as to make it impossible to
produce first-class Work, or should discrepancies appear among
Contract Documents, Design/Builder shall request clarification from
the Developer before proceeding with the affected part of the Work.
If Design/Builder fails to obtain such clarification before
proceeding with such portion of the Work, no excuse thereafter will
be entertained for failure to carry out Work in satisfactory
manner, and Design/Builder shall be solely responsible for all
extra cost and time for proceeding with such Work without receiving
clarification from Developer.

4.  Mention herein or indication on the Drawings of articles,
materials, or operations means that the Design/Builder shall
provide each item mentioned or indicated of the quality noted,
perform each operation prescribed according to conditions stated,
and provide therefor all necessary labor, equipment and incidentals
pertaining thereto.

5.  Should conflict occur in or between Drawings and Specifications
which is not clarified by the order of precedence specified herein,
Design/Builder is deemed to have estimated on the more expensive of
the various ways shown for doing the Work unless he shall have
asked for and obtained written decision from the Developer as to
which method or materials will be required.

6.  The Work to be performed by Design/Builder shall conform with and
satisfy the requirements of the Contract Documents, including
without limitation the requirements of the Design and Build
Construction Agreement.

1./2./6  Written interpretations necessary for the proper execution or progress
of the Work, in the form of Drawings or otherwise, will be issued by Developer
promptly after written request therefore by Design/Builder.  Design/Builder
shall make written request to Developer for such interpretations as soon as
possible after the need for such interpretations is identified by
Design/Builder.  Such interpretations shall be consistent with and reasonably
inferable from the Contract Documents.

1.2.7    Any discrepancies or omissions found in the Contract Documents by
Design/Builder shall be reported to Owner and Developer promptly and in all
events prior to proceeding with 

3

any portion of the Work affected thereby. Developer will clarify discrepancies
or omissions in writing, promptly after written requests are received from the
Design/Builder. Failure by Design/Builder to request interpretations and/or
report discrepancies promptly after discovery and before incurring additional
expense as a result of any potential Contract Document deficiency will cause any
such additional costs to be included within the original Contract Sum.

1.2.8   Design/Builder's and Subcontractor's responsibility: Design/Builder and
Subcontractor(s) for all trades involved in the Project shall be responsible to
familiarize themselves with the Work of all other trades included in this
Project.  Each of the Subcontractors shall be responsible for all Work not only
shown or implied on the Drawings that pertain to the Subcontractor's Work, but
also his Work as shown on other trade drawings.  Design/Builder and
Subcontractors for all trades are, hereby cautioned to carefully study all
Drawings and Specifications including but not limited to architecture,
engineering, interior design, and consultants drawings, with the understanding
that any item of equipment or integral part of the Work or the Project requiring
plumbing, heating, venting and/or air conditioning (H.V.A.C.), or electrical
connections, shown on the Drawings or the Contract Documents, the corresponding
Design/Builder or Subcontractor is nevertheless responsible for the connection
of these items or parts to his particular service and has included all such
connections in his contract price.

1.2.9   Design/Builder is responsible for coordinating all Subcontractor bids
and work of all trades to ensure that all Work shown or specified is included in
the Contract Sum specified in the Agreement. Particular care is required in
Design/Builder's coordination of the H.V.A.C., plumbing, electrical, roofing and
fire protection and other trades 'with each other and with the other trades. In
no case will Developer arbitrate disputes over which trade is to furnish work.
In no case will Owner become liable for additional payments over and above the
Contract Sum specified in the Agreement due to failure of Design/Builder to
resolve any such disputes.

1.2.10  Should the Drawings disagree themselves, figures shall govern over
scaled measurements, large scaled Drawings shall govern over small scale
Drawings, the greater quantity of work or materials shall be furnished and
performed; the descriptive writings shall govern over legends indicating
material or conditions and the Agreement takes precedence over all other
Contract Documents.

1.2.11  The words "approved", "inspected", "directed", "selected", and similar
words and phrases shall be presumed to be followed by "by Owner".  The words
"satisfactory", "submitted", "reported", and similar words and phrases shall be
presumed to be followed by "to Owner".  Words like 'install", "provide",
"locate", "furnish", and "supply" shall be construed to include complete
furnishings and installation or construction.

1.2.12  In the interest of brevity the Contract Documents frequently omit
modifying words such as "all" and "any" and articles such as "the" and "an," but
the fact that a modifier or an article is absent from one statement and appears
in another is not intended to affect the interpretation of either statement.

4

1.3    ORDER OF PRECEDENCE
-------------------

1.3.1  If there is any inconsistency or ambiguity in any of the Contract
Documents, the governing document will be that listed first below, except in the
case of any ambiguity or inconsistency within either the Drawings or
Specifications, the more expensive of the methods shown or specified shall be
controlling and of which the cost shall be within the Contract Sum.

1.     Modifications
2.     The Agreement
3.     These General Conditions
4.     Special Conditions of the Contract, if any,
5.     Addenda
6.     Specifications and Drawings
a)   Detailed information
b)   General information

Nothing in this paragraph relieves Design/Builder of his responsibility
to report any discrepancies to the Owner.

1.4    COPIES FURNISHED AND OWNERSHIP
------------------------------

1.4.1  Design/Builder will furnish as part of the Contract Sum all copies and
transparencies of Drawings, Specifications, Addenda, bulletins and details
necessary for the execution of the Work and for Owner's and Developer's use and
permanent records.  Copies of the above will be made by Design/Builder.
Printing and copying costs are included in the Contract Sum.

1.4.2  All Drawings, Specifications and copies thereof, whether furnished by or
on behalf of Design/Builder any architect engaged with Design/Builder or
furnished by Owner or Developer are and shall remain Owner's property.  They are
not to be used on any other project and are to be delivered to Developer on
request or at the completion of the Work.

1.4.3  Design/Builder will promptly provide to Owner, free of charge, copies of
all Drawings and Specifications and all contracts, change orders, demand or
default letters and all other material documents with, among or from
Subcontractors and Sub-subcontractors.

1.5    DOCUMENTS TO BE KEPT ON THE JOBSITE
-----------------------------------

1.5.1  The Design/Builder shall maintain at the site for the Developer one
record copy of all Drawings, Specifications, Addenda, Change Orders and other
Modifications, approved Shop Drawings, Product Data and Samples in good order
and marked to record all changes made during the course of completing any Work.
The same shall be available to the Owner.  The Drawings, marked to record all
such changes made, shall be delivered to the Owner upon completion of the Work.

5

ARTICLE 2

ADMINISTRATION
--------------

2.1    ADMINISTRATION OF THE CONTRACT
------------------------------

2.1.1  The Developer will provide administration of the Contract as hereinafter
described.  The provisions hereof shall not be construed as a limitation on any
other obligation of the Design/Builder under its agreement with Owner.  If the
Owner or its representative is required to make excessive visits to the Project
Site because of defective materials or workmanship, unnecessary R.F.I.s by
Design/Builder where the information is available in Contract Documents, to
provide consents due to late submittals of shop drawings or samples by
Design/Builder, or for any other reason caused by Design/Builder's failure to
perform in accordance with the Contract Documents, then, at the direction of
Owner, such costs incurred, including salary, fringe benefits and travel costs
of personnel shall be a back-charge to Design/Builder by deductive Change Order.
Design/Builder agrees to likewise back-charge any Subcontractor which may be
responsible by, deductive Change Order to the Subcontractor.

2.1.2  The Owner and the Developer shall at all times have access to the Work
wherever it is in preparation and progress, and the Design/Builder shall provide
facilities for such access.

2.1.3  Owner's decisions in matters relating to artistic effect will be final if
consistent with the intent of the Contract Documents.

2.1.4  The Owner or its authorized representative will have authority to reject
Work which does not conform to the Contract Documents.  Whenever Owner or its
authorized representative, in its opinion considers it necessary or advisable
for the implementation of the intent of the Contract Documents, Developer shall
have authority to require special inspection or testing of the Work in
accordance with Paragraph 7.7 whether or not such Work be then fabricated,
installed or completed.  However, neither the Owner's authority to act under
this Subparagraph 2.1.4, nor any decision made in good faith either to exercise
or not to exercise such authority shall give rise to any duty or responsibility
of the Owner or Developer to the Design/Builder, any Subcontractor, any of their
agents or employees, or any other person under them performing any of the Work.

2.1.5  The Owner or its authorized representative shall have the right but not
the obligation to review and/or take appropriate action upon Design/Builder's
submittals such as Shop Drawings, Product Data and Samples.

2.2    MEETINGS
--------

2.2.1  Design/Builder and Owner or its authorized representative shall meet on
such basis and frequency as Owner shall require to review the progress of the
Work (including review of the schedule for the Work) and to facilitate
communication between Design/Builder and Owner.  Design/Builder agrees to
provide at such meetings such data and information relating to the Work as is
contemplated by the Contract Documents or required by Owner, including without
limitation that described in Paragraph 4.20 hereof.

6

ARTICLE 3

OWNER
-----

3.1    DEFINITION
----------

3.1.1  The Owner is the person or entity identified as such in the Agreement and
is referred to throughout the Contract Documents as if singular in number and
masculine in gender.  The term Owner means the Owner or his authorized
representative designated in writing by Owner.

3.2    INFORMATION AND SERVICES
------------------------

3.2.1  The Owner shall cause to be furnished all surveys describing the physical
characteristics, legal limitations and utility locations for the site of the
Project, and a legal description of the site.

3.2.2  Except for permits and fees that are the responsibility of Design/Builder
under the Contract Documents, Developer shall obtain and pay for necessary
easements for permanent and temporary structures or facilities or for permanent
changes in existing facilities, necessary approvals, assessments, excess
facility charges for permanent utility service, air rights, if required, and
charges required for construction, use or occupancy of the Work.  Design/Builder
shall pay, as part of the Contract Sum, for all building permits, licenses and
fees for the Work, facility charges for temporary utility service and for
Certificates of Occupancy.

3.2.3. Information or services under the Owner's control shall be furnished by
the Owner with reasonable promptness to avoid delay in the orderly progress of
the Work.

3.2.4  The foregoing are in addition to other duties and responsibilities of the
Owner enumerated herein and especially those in respect to work by Owner or by
Separate Contractors, Payments and Completion, and Insurance in Articles 6, 9
and 11, respectively.

3.3    RIGHT TO STOP THE WORK
----------------------

3.3.1  If the Design/Builder fails to correct defective Work or fails to carry
out the Work in accordance with the Contract Documents, the Owner may order the
Design/Builder to stop the Work, or any portion thereof until the cause for such
order has been eliminated or, at Owner's sole option, terminate Design/Builder's
performance of the Agreement.  Any additional costs incurred by Owner shall be
deducted from payments due Design/Builder by deductive Change Order and
Design/Builder hereby waives any claims to such payments.  The right of Owner to
stop the Work shall not give rise to a duty on the part of Developer to exercise
this right for the benefit of the Design/Builder or any other person(s) or
entity(ies).

3.4    RIGHT TO CARRY OUT THE WORK
---------------------------

3.4.1  If the Design/Builder fails or neglects to carry out the Work in
accordance with the Contract Documents and fails within five (5) days after
receipt of written notice from Owner to 

7

commence and continue correction of such failure or neglect with diligence and
promptness, the Owner may after such five (5) day period and without further
notice and without prejudice to any other remedy Owner may have, make good such
failure of performance by the Design/Builder. In such case an appropriate Change
Order shall be issued deducting from the payments then or thereafter due the
Design/Builder the cost of correcting deficiencies in the Work and/or failure of
performance, including compensation for any architect's additional services made
necessary by such neglect or failure, and further including Owner's internal
costs and expenses, plus an additional fifteen percent (15%) of all such cost
and expenses associated with carrying out such work, as overhead. If the
payments then or thereafter due the Design/Builder are not sufficient to cover
such amount, the Design/Builder shall pay the difference to the Owner.

ARTICLE 4

DESIGN/BUILDER
--------------

4.1.   DEFINITION
----------

4.1.1. The Design/Builder is the person or entity identified as such in the
Agreement and is referred to throughout the Contract Documents as if singular in
number and masculine in gender. The term Design/Builder means the Design/Builder
or his authorized representative.

4.2    REVIEW OF CONTRACT DOCUMENTS
----------------------------

4.2.1  The Design/Builder's duties include the design as well as the
construction of the Work, and the Design/Builder is responsible for the
preparation of the Drawings and the Specifications.  The Design/Builder shall
carefully study and compare the Contract Documents and shall promptly, and in
all events prior to proceeding with any portion of the Work affected thereby,
report to the Developer any error, inconsistency or omission he may discover.
In accordance with Design/Builder's obligation to both design and build the
Work, Design/Builder shall be liable to the Developer for any damage resulting
from errors, inconsistencies or omissions in the Contract Documents whether or
not Design/Builder shall have reported such matter to Developer.  The
Design/Builder shall perform no portion of the Work at any time without Contract
Documents, or, where required, approved Shop Drawings, Product Data or Samples
for such portion of the Work.

4.3    SUPERVISION AND CONSTRUCTION PROCEDURES
---------------------------------------

4.3.1  The Design/Builder shall supervise and direct the Work, using his best
skill and attention.  Design/Builder shall be responsible for all construction
means, methods, techniques, sequences and procedures and for coordinating all
portions of the Work, including all component coordination for complete systems.

4.3.2  Design/Builder will perform and assume all responsibility for all layout
work.  Design/Builder shall, immediately upon entering the site for the Project
for purpose of beginning Work, locate general reference points and take such
action as is necessary to prevent their destruction; lay out Design/Builder's
own Work and be responsible for all lines, elevations and

8

measurements of building elements, utilities and other Work executed by
Design/Builder under the Contract Documents. Design/Builder must verify all
figures shown on Drawings before laying out Work and any cost or expense
resulting from failure to exercise such precautions shall be the expense of
Design/Builder.

4.3.3  The Design/Builder shall erect ample storage shed space for building
materials requiring shelter from the weather and shall locate same where
consented to by the Developer.  Material proposed to be stored outdoors on the
site must be consented to by the Developer in advance and shall be located only
where so directed or consented to by the Developer.

4.3.4  The Design/Builder shall be responsible to the Developer for the acts and
omissions of his employees, Subcontractors, Sub-subcontractors and their agents
and employees, and other persons performing any of the Work under a contract
with the Design/Builder.

4.3.5  The Design/Builder shall not be relieved from his obligations to perform
the Work in accordance with the Contract Documents either by the activities or
duties of the Developer in administration of the Contract, or by inspections,
tests or approvals required or performed under Paragraph 7.7 by persons other
than the Design/Builder.

4.3.6  The Design/Builder shall provide, install, and maintain all the necessary
utilities for the Project.  The Design/Builder shall pay for the cost of all
utilities used from the time such connections are made to the date of
Substantial Completion.  Design/Builder acknowledges that it has included all
costs included in this Paragraph in the Contract Sum.

4.3.7  The Design/Builder shall be responsible for inspection of portions of
Work already performed to determine that such portions are in proper condition
to receive subsequent Work.

4.4    LABOR MATERIALS AND QUALITY CONTROL
-----------------------------------

4.4.1  Unless otherwise expressly provided in the Contract Documents, the
Design/Builder shall provide and pay for all labor, materials, equipment, tools,
construction equipment and machinery, water, heat, utilities, transportation,
and other facilities and services necessary for the proper completion of the
Work, whether temporary or permanent and whether or not incorporated or to be
incorporated in the Work.  Developer shall make necessary arrangements for
permanent utility service, and shall arrange for payment of all necessary user
or hook-up fees in connection therewith.

4.4.2  The Design/Builder shall at all times enforce strict discipline and good
order among all persons performing Work and shall not employ on the Work any
unfit person or anyone not skilled in the task assigned to him.

4.4.3  All Work done and all material and equipment furnished by Design/Builder
shall strictly conform to the Contract Documents.  The acceptance at any time of
materials by or on behalf of Developer shall not be a bar to a future rejection
thereof if they are subsequently found to be defective or inferior in quality or
uniformity to the materials specified in the Contract Documents or not as
represented to Developer by Design/Builder.

9

4.4.4  The Design/Builder warrants to the Developer that products specified and
intended for use in the Work are being applied in the Work properly and as the
product manufacturer intended.  Under no circumstances shall the Design/Builder,
Subcontractor, Sub-subcontractor, manufacturer or supplier provide materials or
products to the Project where its intended installation and/or use in the Work
is improper or violates any laws.  Any costs attributable to the correction of
such improper installations are the responsibility of the Design/Builder.

4.4.5  Design/Builder shall submit to Developer a Quality Control Program for
Developer's review and consent.  This program will include the Design/Builder's
procedure for tracking quality, Developer's method for communicating quality
concerns, and the Design/Builder's procedure for addressing and correcting the
same.  As one portion of this program, Design/Builder shall cause all
Subcontractors and Sub-subcontractors to maintain specific punch list crews and
supervisors during the appropriate portions of each Subcontractor's and Sub-
subcontractor's work.  The Design/Builder shall maintain, for the duration of
the Work, a Quality Control Supervisor responsible for communicating and
resolving quality concerns with Developer.

4.4.6  Design/Builder shall cause the appropriate Subcontractors and Sub-
subcontractors (and the Design/Builder for self performed work) to create a set
of overlay transparencies showing portions of the Work (i.e. ductwork, conduit
plumbing, sprinkler lines, light fixtures, structure, walls, ceilings, etc.) as
necessary, for the specific purpose of insuring all spaces and ceiling heights,
etc., can be built as shown on the Contract Documents and that all building
components will fit within the allowed spaces.  Prints of these overlay
transparencies are to be submitted to Design/Builder for review and approval
prior to the fabrication of products, materials or placement of walls or
ceilings.  Any additional costs incurred due to building elements not
coordinated within this set are the responsibility of the Design/Builder.

4.5    WARRANTY
--------

4.5.1  The Design/Builder warrants to the Owner that all materials and equipment
furnished under the Contract Document will be new unless otherwise specified,
and that all Work will be of good quality, free from faults and defects and in
conformance with the Contract Documents.  All Work not conforming to these
requirements, including substitutions not properly approved and authorized,
shall be considered defective.  If required by the Developer, the Design/Builder
shall furnish satisfactory evidence as to the kind and quality of materials and
equipment.  This warranty is not limited by the provisions of Paragraphs 4.5.2
through 4.5.5 and shall survive any expiration or termination of the Contract.
Warranty forms as described in the Specifications or elsewhere in the Contract
Documents shall be submitted to Developer for review and consent at the time of
the Subcontractors bids and prior to executing a contract with any
Subcontractor.  All warranties shall commence at initial occupancy following
final completion of the Work regardless of any temporary or permanent use of
equipment, products, or materials during construction or partial occupancy.
Signed warranties in form approved by Developer will be forwarded to Developer
at Substantial Completion.  At the time each warranty is delivered,
Design/Builder shall provide Developer with a list designating the persons or
officers who may be notified to fulfill any claim under such warranty.  Any
costs that may be associated with 

10

extending factory, manufacturer's or other warranties in order to comply with
dates set forth in this Contract shall be within the Contract Sum.

4.5.2  Design/Builder hereby covenants and warrants to Owner, separately and
independent of any manufacturer's or Subcontractor's or Sub-subcontractor's
warranties, (i) to cause the Project to be completed in a good and workmanlike
manner in conformance with the Project schedule (as the same may be extended),
and in accordance with the Contract Documents and all laws, codes, ordinances,
rules and regulations; (ii) to cause all materials and all portions of the
Project to be readily available as and when required in connection with the
construction, furnishing and equipping of the Project; and (iii) to make or
cause to be made all repairs, removals or replacements arising out of any non-
conforming work or any defect in labor, workmanship, materials or equipment
employed, supplied or installed in the construction of the Project.  All such
repairs, removals or replacements shall be made at Design/Builder's sole cost
and expense.  The retention by Design/Builder of Subcontractors or Sub-
subcontractors and the delivery of any warranties by suppliers, manufacturers,
Subcontractors or Sub-subcontractors shall not in any way relieve Design/Builder
from any obligations hereunder.  Design/Builder shall obtain in the name of
Owner (or such party as Developer may designate) or give to Owner all other
warranties or guarantees specifically set forth in the Contract Documents.
Design/Builder shall bear the cost of making good all work of Owner, Developer
or separate contractors destroyed or damaged by such correction or removal.
Design/Builder also agrees to hold Owner and Developer harmless from liability
of any kind arising from damages due to said defects.  Design/Builder shall make
all repairs and replacements promptly upon receipt of written orders for same
from Owner.  If Design/Builder fails to immediately make the repairs and
replacements Owner may cause completion of the Work, and Design/Builder shall be
liable for all costs caused thereby, including but not limited to the costs of
time delays or the cost of additional services of architect(s) made necessary by
such failure.

4.5.3  If Owner deems it inexpedient to require the correction of Work damaged
or not performed in accordance with the Contract Documents, an equitable
deduction from the Contract Sum shall be made, by Change Order, by agreement
between Design/Builder and Owner.  Until such Change Order, Owner may withhold
such sums as are just and reasonable from monies, if any, due Design/Builder.

4.5.4  The Design/Builder's obligations under this Paragraph 4.5 shall survive
the expiration or termination of the Contract.

4.5.5  Owner's remedies against Design/Builder for breach of warranty shall not
be limited to its right to require correction.

4.6    TAXES
-----

4.6.1  The Design/Builder shall pay all sales, consumer, use and other similar
taxes for the Work and the Project.

11

4.7       PERMITS, FEES AND NOTICES
-------------------------

4.7.1     The Design/Builder shall secure and shall pay for all permits,
governmental fees, licenses and inspections necessary for the proper execution,
completion and approval of the Work.  The building permit fees for the Project
are included as part of the Contract Sum.

4.7.2     The Design/Builder shall give all notices and comply with all laws,
ordinances, rules, regulations, codes and orders of any public authority
including the National Board of Fire Underwriters and National Fire Protection
Association, bearing on the performance and approval of the Work.  If any of the
Contract Documents are at variance therewith in any respect, Design/Builder
shall promptly notify the Developer in writing and any necessary changes shall
be made by the Design/Builder.  If the Design/Builder performs any Work knowing,
or when in the proper performance of its design and construction duties and
obligations he should have known it to be contrary to such laws, ordinances,
codes, rules and regulations, he shall assume full responsibility therefor and
shall bear all costs and expenses attributable thereto and shall indemnify and
hold the Developer harmless therefrom.

4.7.3     The Design/Builder shall obtain all necessary governmental agency
approvals and Certificate of Occupancy on behalf of the Developer.

4.8       CASH ALLOWANCES
---------------

4.8.1     The Design/Builder has included in the Contract Sum all allowances, if
any, stated or required by the Contract Documents.  All allowances are clearly
identified as such.  These allowances shall cover the net cost of the materials
and equipment delivered and unloaded at the site, installation costs, handling
costs on the Site and all applicable taxes.  The Design/Builder's supervision,
general conditions, overhead, profit and other expenses contemplated for the
original allowance have been included in the Contract Sum and not in the
allowance.  The Design/Builder shall cause the Work covered by these allowances
to be performed as the Developer may direct.  If the actual cost, when
determined, is more than or less than the allowance, the Contract Sum shall be
adjusted accordingly by Change Order in accordance with the terms of the
Agreement.

4.9       DESIGN/BUILDER'S REPRESENTATIVES
--------------------------------

4.9.1     The Design/Builder shall employ a competent Project manager, project
engineers, superintendents and necessary assistants (each with experience
performing the type of work required by the Contract Documents) who shall be in
attendance at the Project Site at all times during the progress of the Work.
The Design/Builder's representatives shall be satisfactory to the Owner and to
the Developer throughout the duration of the Work to Final Completion and shall
not be changed except with the consent of the Developer.  The Project manager
shall represent the Design/Builder and all communications given to the Project
manager shall be as binding as if given to the Design/Builder.  The
Design/Builder's representatives shall insure that the Work is done efficiently,
diligently and in a good and workmanlike manner and in accordance with the
Contract Documents.  Design/Builder shall expeditiously remove from the Project
and replace any employee upon Owner's or Developer's reasonable request
including any indication, or

12

demonstration or belief that such employee does not have sufficient experience
performing the type of work required by the Contract Documents or is
incompetent, abusive, dishonest or exhibits disruptive behavior, or is otherwise
detrimental to the efficient execution of the Work.

4.10      PROJECT SCHEDULE
----------------

4.10.1    The Design/Builder shall promptly upon award of the Contract submit to
Developer for its approval the Project Schedule which shall cover the Work to
the extent required by the Contract Documents, and identify critical path
activities, required durations for installation of Owner's or any lessees
F.F.&E. (furniture, fixtures and equipment), and required dates for training
Owner's personnel.  The Project schedule shall provide for expeditious and
practicable execution of the Work.  This Project Schedule shall indicate the
dates for the starting and completion of the various stages of the Work and
shall be revised only with Owner's consent and shall not exceed the time limits
set forth in the Contract Documents.  Costs incurred in order to meet the
Developer's dates are the responsibility of the Design/Builder and are within
the Contract Sum.

4.11      SHOP DRAWINGS AND SAMPLES
-------------------------

4.11.1    "Shop Drawings" are drawings, diagrams, illustrations, schedules,
performance charts, brochures and other data which are prepared by the
Design/Builder or any Subcontractor, manufacturer, supplier or distributor
supplying goods, material, labor or services for the Project, and which
illustrate some portion of the Work.

4.11.2    "Samples" are Physical examples furnished by the Design/Builder to
Develop which illustrate materials, equipment or workmanship, to establish
standards by which the Work will be judged.

4.11.3    "Product Data" are illustrations, standard schedules, performance
charts, instructions, brochures, diagrams and other information furnished by the
Design/Builder to illustrate a material, product or system for some portion of
the Work.

4.11.4    Design/Builder shall submit the following schedules to the Developer
for review and consent within the days indicated below after award of the
Contract:

Shop Drawing Schedule: Design/Builder shall list all required Shop
Drawings with reference to applicable trade section numbers within ten
(10) days. Such listing shall include submission and required return
dates, such return dates being reasonable enough to allow complete
review by the Developer. The Design/Builder shall bring up-to-date the
Shop Drawing schedule at the end of each month and shall include same
with the Design/Builders Application for Payment.

Material Sample Schedule: List all required samples within ten (10)
days.

Design/Builder shall submit the aforementioned schedules in a form acceptable to
the Owner and the Developer, with an original and five (5) copies for the review
and approval of the Owner.  If changes are made in the Work affecting the
aforementioned schedules, Design/Builder shall 

13

notify the Developer of the effect on such schedules at the time the changes in
the Work are proposed and prior to Owner's notice to proceed with such changes.

4.11.5    The Design/Builder shall at his expense prepare and submit to such
consultants as the Owner may designate ("Consultant"), with a copy to Owner, for
review all Shop Drawings as may be required by the Specifications or as may be
required in amplification of the Drawings prepared by or on behalf of the
Design/Builder or Consultant.

4.11.6    No fabrication, erection or construction Work shall be commenced by
the Design/Builder until Design/Builder shall have approved in writing the Shop
Drawings covering such Work.

4.11.7    Design/Builder shall require that all Shop Drawings shall be submitted
on dates sufficiently in advance of requirements to afford ample time for
reviewing same, in addition to time for correction, resubmission and recheck.

4.11.8    The Design/Builder shall thoroughly check all Shop Drawings for
complete dimensional accuracy, and to insure that Work contiguous with and
having bearing on the Work shown on the shop drawings is accurately and clearly
shown and that all Work complies with the Contract Documents. Shop Drawings
found to be inaccurate or in error by the Design/Builder shall be corrected.
Shop Drawings shall bear evidence that such Drawings have been checked and
approved by the Design/Builder. Any Shop Drawings not in accordance with this
procedure will result in it being deemed that the Design/Builder has not
complied with the provision herein specified and the Design/Builder shall bear
the risk of all delays as if no Shop Drawings had been submitted. If the
Design/Builder's Shop Drawings show variations from the requirements of the
Contract Documents, the Design/Builder shall make specific mention of such
variations on all copies of the submittals in an obvious "highlighted" or
"clouded" fashion in order that, if acceptable, suitable action may be taken for
proper deductive adjustment in the Contract Sum, provided such changes are
deemed necessary and submitted beforehand in compliance with the terms of the
Contract Documents regarding Changes to the Work and accepted by the Developer.

4.11.9    Design/Builder's Shop Drawings for each trade shall be numbered
consecutively and insofar as possible shall be uniform in size. The Shop
Drawings shall indicate all dimensions necessary for construction and erection;
arrangement and sectional views; complete details including relationship and
connection with adjoining Work of other trades; kind of materials, thickness and
finish.

4.11.10   If requested by Developer the Design/Builder shall submit five (5)
transparencies (five copies are acceptable for standard manufacturer's printed
catalogue cuts) delivered rolled or flat (not folded), of Shop Drawings to such
party(ies) as Developer may designate.  Catalogue cuts or manufacturer's
literature shall be marked if necessary to show the particular characteristics
of the product.  A clear space of approximately four inches by twenty (20)
inches shall be provided on the right hand side of each transparency and each
print for the "Shop Drawing Stamp - Date Received"; "Approved"; "Make
Corrections Noted"; "Revise and Resubmit"; or "Rejected" notations.

14

4.11.11   In submitting Shop Drawings for approval, all associated Shop Drawings
related to a complete assembly shall be submitted as one and the same time so
that each may be checked in relation to the entire proposed assembly.  However,
this shall not be construed to imply approval of the assembly.  It remains the
Design/Builder's responsibility to insure all products, parts and/or elements
members fit properly to construct the desired final product.

4.11.12   Notes on Shop Drawings do not constitute changes to the Contract
Documents.  If Design/Builder believes that notes on shop Drawings constitute a
change to the Contract Documents, it shall promptly notify Developer in writing
and shall not proceed with fabrication or installation until directed to do so
by Owner.  If Design/Builder proceeds with changes to the Contract Documents as
noted on Shop Drawings without first notifying Owner in writing and obtaining
Owner's prior written approval, Design/Builder shall be solely responsible for
all extra cost or time delays related to said changes.

4.11.13   If the Design/Builder shall alter any information on previously
submitted Shop Drawings besides the notations called for he must highlight by
"clouding" and note this new information to bring it to the Owner's attention.

4.11.14   Any review by Owner or Developer of any Shop Drawing and Material
Samples and related Schedules shall only be for conformance with the design
concept of the Project and for compliance with the information given in the
Contract Documents.  No review of such Schedules and Shop Drawings and/or
Material Samples shall relieve Design/Builder of responsibility for accuracy of
such Schedules, Shop Drawings and Material Samples, nor for proper fitting,
construction of work, design of portions of the Work (if applicable), furnishing
of materials or Work required by the Contract and not indicated on Shop
Drawings.  No reviews or approvals shall be construed as approving departures
from Contract requirements.

4.11.15   Design/Builder shall have copies of all approved Shop Drawings at the
site at all times and shall make them available to the Owner's representatives.

4.11.16   Design/Builder shall submit with such promptness as to cause no delay
in his own Work or in that of any other contractor, Samples as specified or
required.  Design/Builder shall not order materials until receipt of written
approval for same has been received from the Owner.  Any review or approval of
such Samples by or on behalf of Owner shall only be for conformance with the
design concept of the Work and for compliance with the information given in the
Contract Documents.  Design/Builder shall submit Samples to Owner of adequate
size, showing quality, type, color range, finish, texture and shall label same
with material name, quality, Design/Builder's name, date, Project name, other
pertinent data.  Once approved, Design/Builder will finish materials equal in
every respect to approved Samples.

4.11.17   Design/Builder shall keep approved Samples in a suitable place at the
site for use by the Design/Builder, Subcontractors and Sub-subcontractors,
Developer and their authorized representatives, to ensure that all Work is being
installed in accordance with the approved Samples.  All Samples become the
property of the Developer.

15

4.11.18   When specifications require manufacturers printed installation
directions, Design/Builder shall submit copies of such directions with Samples
submitted to Owner for approval.

4.11.19   If requested by Owner, Design/Builder shall construct a mock-up
section of the exterior facade and other portions of the Project as shown by the
Contract Documents and when indicated on the Project Schedule.  The cost for
this facade and other mock-up sections, and the following touch-up and repair of
same, are to be included within the Contract Sum as an Allowance.  The
Design/Builder shall be responsible for all impacts made by constructing these
items or other mock ups or models required by the Contract Documents out of
normal sequence.

4.12      USE OF SITE
-----------

4.12.1    The Design/Builder shall confine its operations at the Site to areas
permitted by law, ordinances, permits and the Contract Documents and shall not
unreasonably encumber the Site with any materials or equipment.

4.12.2    The portion of the Owner's property that may be used by the
Design/Builder shall be agreed upon with Owner and clearly designated, and
trespass and encroachment on reserved space shall not be made. Any damage to
space allowed for use shall be repaired by Design/Builder at his expense on
release of the space. Design/Builder shall, prior to moving its forces on to the
Site, submit to Developer for its approval a diagrammatic plan indicating the
intended location of Design/Builder's and any Subcontractor's or Sub-
subcontractor's job trailers, temporary office(s), storage areas, staging areas,
parking and other similar construction facilities. All such locations shall be
subject to Owner's prior written approval and once approved shall not be
relocated without Developer's prior written approval.

4.12.3    Design/Builder shall provide and make available to Owner for use by
Developer's Representative, office space and related furniture, fixtures,
facilities, filing cabinets, and phones, at the site within the Design/Builder's
Project office.  Such space shall be available to Developer's Representative on
a full-time basis during the process of the Work until Final Completion, and
shall be comparable to that afforded Design/Builder's own Project Manager, and
shall be at no cost or expense to Owner or Developer, the cost thereof being
included in the Contract Sum.

4.13      CUTTING AND PATCHING OF WORK
----------------------------

4.13.1    All trades shall perform and time their Work so as not to require
unnecessary cutting.  Design/Builder shall perform the Work in accordance with
information obtained from Drawings and Specifications, detail drawings, or
instructions from the various trades so as to avoid where possible the necessity
of cutting.

4.13.2    Design/Builder shall be responsible for the coordination of all work
in connection with the Project, including that of its own forces and that of all
Subcontractors, Sub-subcontractors, trades and separate contractors of
Developer, if any, in order that all parts of the Work and the Project may
proceed advantageously and in complete harmony. Any cost or delay caused by the

16

failure to coordinate the Work and the work of parties involved in the Project
shall be the responsibility of Design/Builder and not the Developer in any
event.

4.13.3    The Design/Builder shall not endanger any Work by cutting, excavating,
or otherwise altering the Work and shall not cut or alter the work of any other
contractor except with the prior consent of the Developer and of the other
contractor.  Any work that has been patched but cannot be restored to a
completely new and acceptable level of quality in the judgment of the Developer,
shall be replaced in its entirety at the cost of the Design/Builder.

4.14      CLEANING UP
-----------

4.14.1    The Design/Builder shall at all times keep the Site free from
accumulation of waste material or rubbish caused by his employees or Work, and
at the completion of the Work, he shall remove all his rubbish from and about
the Site and all his tools, scaffolding, temporary work and surplus materials
and shall leave his Work clean and ready for occupancy of unfinished areas or
installation of furniture, fixtures and equipment by Developer or any lessee.
Should it become necessary, for any reason, for the Design/Builder to have
workmen return to an area following or during installation of F.F.&E., the
Design/Builder shall be responsible for protecting and cleaning the area and the
F.F.&E. products during and immediately upon completion of their work.

4.14.2    At the end of each working day, the Design/Builder shall gather and
stockpile in containers all waste material and rubbish both in the Project and
on the Site arising from its Work.  Separate contractors shall also perform
their clean up and rubbish removal each working day.

4.14.3    Containers with stockpiled rubbish shall be removed from the Site by
the Design/Builder at frequent intervals or as directed by the Developer. At no
time shall any trash bin be allowed to become so full that it presents a hazard
or an unsightly appearance.

4.14.4    Design/Builder shall clean and wash all windows as needed throughout
the Project until and including at Substantial Completion.

4.14.5    Design/Builder shall remove paint spots, mortar, plaster, stains,
dust, dirt, other soil from all surfaces, equipment and fixtures.

4.14.6    Design/Builder shall clean, wipe and repair or replace any finish
damage to all finish hardware and all other metal surfaces. 

4.14.7    The Design/Builder shall clean daily, and repair if necessary, the
surrounding roadways and/or properties from any damage or dirt arising from the
Work.

4.14.8    If the Design/Builder fails to clean up as required by this Paragraph
4.14, Developer may do or cause to be done so and the cost thereof shall. be
charged to the Design/Builder as provided in Paragraph 3.4 hereof, except that
notices regarding clean up shall be twenty-four (24) hours.

17

4.15      COMMUNICATIONS
--------------

4.15.1    The Design/Builder shall forward all communications to Owner through
the Developer. The Design/Builder shall provide copies of all such
communications to such parties as Owner or Developer may designate or request.

4.16      ROYALTIES AND PATENTS
---------------------

4.16.1    THE DESIGN/BUILDER SHALL PAY ALL ROYALTIES AND LICENSE FEES.  THE
DESIGN/BUILDER SHALL DEFEND SUITS OR CLAIMS FOR INFRINGEMENT OF PATENT RIGHTS
AND SHALL HOLD THE OWNER, DEVELOPER AND ARCHITECT HARMLESS FROM LOSS ON ACCOUNT
THEREOF, UNLESS SUCH DEFENSE OR LOSS IS SOLELY ATTRIBUTABLE TO A PARTICULAR
DESIGN, PROCESS OR PRODUCT OF A PARTICULAR MANUFACTURER OR MANUFACTURERS
REQUIRED BY THE CONTRACT DOCUMENTS AND THE INFRINGEMENT WAS NEITHER KNOWN NOR
SHOULD IT HAVE BEEN KNOWN TO DESIGN/BUILDER.  IN THE EVENT THE DESIGN/BUILDER
KNOWS OR HAS REASON TO BELIEVE THAT THE REQUIRED DESIGN, PROCESS OR PRODUCT IS
AN INFRINGEMENT OF A PATENT, THE DESIGN/BUILDER SHALL BE RESPONSIBLE FOR SUCH
DEFENSE AND LOSS UNLESS PRIOR WRITTEN NOTICE OF SUCH INFRINGEMENT HAS BEEN
PROMPTLY FURNISHED TO THE OWNER.

4.17      PROTECTION OF THE WORK
----------------------

4.17.1    Design/Builder has included in the Contract Sum costs necessary for
the proper protection of completed portions of the Work. In addition to the
protection of the Work as called for in the Contract Documents, Design/Builder
will pay particular attention to finely finished materials and areas containing
those materials during construction, such as: (1) corner protection for wood,
stone, metals, (2) surface protection for floors, (3) protection for carpeted
areas where Design/Builder access is required, and (4) other finished areas
where finished materials are exposed to possible damage. Design/Builder is not
only responsible for the installation of the protection but the maintenance of
the protection throughout the Project to Final Completion.

4.18      PEST CONTROL
------------

4.18.1    Design/Builder shall, if required by the Contract Documents, be
responsible for and include in the Contract Sum costs necessary to incorporate
and maintain a professional pest control program.  Records of the pest control
program shall be forwarded to Developer monthly.

4.19      PROJECT MEETINGS
----------------

4.19.1    The Design/Builder shall schedule, prepare for, convene, and record
periodic Project meetings during the progress of the Work, the dates and
frequency of which shall be mutually agreeable to Design/Builder, Owner and
Developer.  The Design/Builder shall issue minutes and agendas for all project
meetings in a timely fashion.  Project meetings and other meetings 

18

described in the Contract Documents or as deemed necessary by the parties shall
be the responsibility of the Design/Builder during the progress of the Work.

4.20      CASH FLOW PROJECTIONS
---------------------

4.20.1    The Design/Builder shall prepare and submit to the Developer on a
monthly basis as part of each Application for Payment, a "Cash Flow Projection"
showing the Design/Builder's anticipated amounts of each of his monthly
Applications for Payment to and including Final Completion.

ARTICLE 5

SUBCONTRACTORS
--------------

5.1       DEFINITION
----------

5.1.1     "Subcontractor" is a person or organization who has a direct contract
with the Design/Builder to perform any of the Work at the Project site.  The
term Subcontractor is referred to throughout the Contract Documents as if
singular in number and masculine in gender and means a subcontractor or his
authorized representative.

5.1.2     "Sub-subcontractor" is a person or organization who has a direct or
indirect contract with a Subcontractor to perform any of the Work at the Project
site.  The term Sub-subcontractor is referred to throughout the Contract
Documents as if singular in number and masculine in gender and means a Sub-
subcontractor or an authorized representative thereof

5.1.3     Nothing contained in the Contract Documents shall create any
contractual relationship between the Owner or Developer and any Subcontractor or
Sub-subcontractor.

5.1.4     Design/Builder shall be responsible to Developer for acts and
omissions of its own employees and agents and of Subcontractors and Sub-
subcontractors and suppliers of all tiers and their employees and agents.
Design/Builder shall also be responsible for the coordination of its Work and
the Work of all Subcontractors and Sub-subcontractors, including, but not
limited to, all suppliers and materialmen.

5.1.5     If any part of Design/Builder's or Subcontractor's Work depends for
proper execution or results upon the Work of any other separate contractor or
Subcontractor, the  Design/Builder or Subcontractor shall inspect and promptly
report to the Developer any apparent discrepancies or defects in such Work that
render it unsuitable for such proper execution and results.  Failure of
Design/Builder or Subcontractor to so inspect and report shall constitute an
acceptance by Design/Builder and Subcontractor of the other contractor's work as
fit and proper to receive his Work, except as to defects which may develop in
the other separate contractor's Work after the execution of Design/Builder's or
Subcontractor's Work.

5.1.6     Should Design/Builder or a Subcontractor or Sub-subcontractor cause
damage to the Work or property of any separate contractor on the Project, the
Design/Builder shall, upon due notice, settle with such other contractor, if he
will so settle.  If such separate contractor makes a

19

claim against or sues the Developer or the Owner on account of any damage
alleged to have been so sustained, the Developer may notify the Design/Builder
who shall, if requested by Developer, defend such proceedings at
Design/Builder's expense, or Developer may, at Design/Builder's expense, engage
its own defense, and if any judgment or award against the Developer or the Owner
arises therefrom the Design/Builder shall pay or satisfy it and shall indemnify
and reimburse the Developer and Owner for all attorneys' fees, court costs, and
all other costs, fees, losses, damages or expenses which they have incurred or
suffered as a result of same.

5.2       AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK
------------------------------------------------------------------

5.2.1     The Design/Builder shall promptly following award of the Contract, and
in all events within five (5) days thereof, furnish to the Owner in writing, a
list of the names of qualified Subcontractors proposed for the Work for review
and approval by Owner. Should it become necessary to alter the list of approved
Subcontractors, Design/Builder shall submit proposed revisions to the Owner for
review and approval. Failure of the Owner to make objection to any qualified
Subcontractor so proposed by Design/Builder within a reasonable period of time
shall constitute acceptance of such Subcontractor, but only for the limited
purpose of permitting Design/Builder to engage such party.

5.2.2     The Design/Builder shall not contract with any Subcontractor or any
person or organization (including those who are to furnish materials or
equipment fabricated to a special design) proposed for portions of the Work
against whom Owner or Developer makes any reasonable objection.  The
Design/]Builder will not be required to contract with any Subcontractor or
person or organization against whom he has a reasonable objection.
Design/Builder shall furnish copies of all subcontracts entered into in
connection with the Work immediately following the execution thereof.

5.2.3     The Design/Builder shall not make any substitution for any
Subcontractor or person or organization who has been accepted by the Developer
unless the substitution is acceptable to the Owner and Developer.

5.2.4     Prior to entering into a contract with any Subcontractor in connection
with the Project, Design/Builder shall submit to Developer for its review
Design/Builder's forms of subcontract and purchase order which will be used by
Design/Builder.  Developer shall promptly review such documents and advise
Design/Builder of any modifications thereto required by Owner or Developer.
Design/Builder shall not engage any Subcontractor for the Work except by
subcontracts or purchase orders which are acceptable to Developer.  Not later
than one (1) month prior to each Subcontractor's first payment request, the
Design/Builder shall submit to the Developer copies of the executed subcontract
with all exhibits, a schedule of values to be consented to by Owner, copies of
required insurances, and copies of bonds as they may apply.  Such information is
required by Developer prior to and as a condition precedent to any payment to
Design/Builder with respect to such Subcontractor.

5.2.5     Design/Builder shall furnish to Developer monthly with his Application
for Payment a correct and current list of all Subcontractors and Sub-
subcontractors employed in connection

20

with the Work, containing such information as Developer may reasonably request.
All such subcontractors and Sub-subcontractors shall be licensed by the
appropriate authorities.

5.3       SUBCONTRACTUAL RELATIONS
------------------------

5.3.1     All Work performed for the Design/Builder by a Subcontractor shall be
pursuant to and appropriate written agreement between the Design/Builder and the
Subcontractor (and where appropriate between Subcontractors and Sub-
subcontractors) which agreement shall include, without limitation, provisions
that:

1.   preserve and protect the rights of the Owner under the Contract
Documents with respect to the Work to be performed under the
subcontract so that the subcontracting thereof will not prejudice
such rights;

2.   require that such Work be performed in accordance with the
requirements of the Contract Documents;

3.   require submission to the Design/Builder of applications for
payment as described by these General Conditions and in a form
acceptable to Owner under each subcontract to which the
Design/Builder is a party, in reasonable time to enable the
Design/Builder to apply for payment in accordance with the terms
hereof;

4.   require that all claims for additional costs or extensions of
time, with respect to subcontracted portions of the Work shall be
submitted to the Design/Builder in sufficient time so that the
Design/Builder may comply in the manner provided in the Contract
Documents for like claims, if any, by the Design/Builder upon the
Owner;

5.   waive all rights the contracting parties may have against one
another for damages caused by fire or other perils covered by
applicable property insurance, except such rights as they may
have to the proceeds of such insurance held by the Owner as
trustee;

6.   require each Subcontractor to repair, at his expense, any damage
to the Work or materials or supplies of other Subcontractors or
any separate contractor engaged by Owner;

7.   require each Subcontractor and Sub-subcontractor to agree to a
provision indemnifying Developer and Owner to the extent
attributable to the Work to be performed by them or by persons or
entities for whom they are liable or responsible in all material
respects equal and comparable to Design/Builder's obligations of
indemnity under the Contract Documents; and

8.   obligate each Subcontractor specifically to consent to the
provisions of these General Conditions, including without
limitation those of this Paragraph 5.3 and those permitting Owner
to terminate Design/Builder's performance of the Agreement and/or
to accept assignment of subcontracts and purchase orders.

21

ARTICLE 6

SEPARATE CONTRACTS
------------------

6.1       RIGHT TO AWARD SEPARATE CONTRACTS
---------------------------------

6.1.1     The Developer and the Owner shall have the right to award other
contracts in connection with other portions of the Project. Tenant(s) of Owner
for the Project also intend to award contracts for work in connection with
finishes and systems that are not within Design/Builder's scope of work.

6.1.2     When separate contracts are awarded for different portions of the
Project, the contractor in the contract documents in each case shall be the
contractor who signs each separate contract with the Developer or the Owner.

6.1.3     The Design/Builder shall be responsible for the coordination of the
work of his own forces and those of his Subcontractor with any separate
contractor of Developer or Owner or of Owner's tenant(s).

6.2       MUTUAL RESPONSIBILITY OF CONTRACTORS
------------------------------------

6.2.1     The Design/Builder shall afford other contractors reasonable
opportunity for the introduction and storage of their materials and equipment
and the execution of their Work and shall properly connect and coordinate his
Work with theirs.

6.2.2     The Developer and the Owner and Owner's tenant(s) shall have the right
at all times to deliver, place and install furnishings and equipment, as the
Work progresses, as long as there is no unreasonable interference with the Work
being performed by Design/Builder. If the Work is behind schedule for any reason
the Developer and/or the Owner shall have the right to proceed with the
delivery, placement and installation of furnishings and equipment
notwithstanding that any unreasonable interference with the Work shall occur.

6.2.3     The Design/Builder shall cooperate with any contractors engaged by the
Developer or the Owner and installing equipment and Design/Builder shall
ascertain from representatives of the same as to space requirements, access and
details of equipment and the installation of same.

6.3       CUTTING AND PATCHING UNDER SEPARATE CONTRACTS
---------------------------------------------

6.3.1     Design/Builder and subcontractors shall be responsible for any
cutting, fitting and patching that may be required to complete their Work except
as otherwise specifically provided in the Contract Documents. Design/Builder and
Subcontractors shall not endanger any Work of any other contractor or
subcontractor by cutting, excavating or otherwise altering any Work and shall
not cut or alter the Work of any other contractor engaged by the Developer or
the Owner except with the prior written consent of the Developer.

22

6.3.2  Any costs caused by defective or ill-timed Work shall be borne by the
party responsible therefor.

6.3.3  Design/Builder and subcontractors shall protect, repair and replace and
thoroughly clean, if necessary, any work of other contractors if for any reason
their work damages the work of other contractors.

6.4    RIGHT TO CLEAN UP
-----------------

6.4.1  If a dispute arises between the separate contractors as to their
responsibility for cleaning up as required by Paragraph 4.14, the Developer may
clean up and charge the cost thereof to the several contractors as the Developer
shall determine to be just.

ARTICLE 7

MISCELLANEOUS PROVISIONS
------------------------

7.1    GOVERNING LAW
-------------

7.1.1  The Contract shall be governed by the law of the State in which the
Project is located and all obligations hereunder shall be performable in the
State and County in which the Project is located, unless otherwise provided in
the Design and Build Construction Agreement.

7.2    SUCCESSORS AND ASSIGNS
----------------------

7.2.1  Owner and Design/Builder each binds itself its successors, assigns and
legal representatives to the other party hereto and to the successors, assigns
and legal representatives of such other party in respect to all covenants,
warranties, representations, agreements and obligations contained in the
Contract Documents.  Design/Builder shall not assign the Contract in whole or in
part or any amounts due or to become due thereunder without the prior written
consent of Owner, and any attempted assignment without Owner's prior written
consent shall be a material breach of this Agreement, but otherwise of no force
or affect.

7.3    WRITTEN NOTICE
--------------

7.3.1  Any notice which any party is required to give to any other party may be
delivered to such party personally or may be sent via telecopy mailed or sent by
nationally recognized overnight courier.  Any mailed notice shall be sent
certified, return receipt requested, properly addressed and with proper postage.
All notices shall be sent to the party in issue at its address as set forth in
the Agreement or at such other address as may be designated in writing by such
party all notices shall be deemed served upon the earlier of being delivered to
the address so designated or three (3) days after being deposited with the U.S.
Postal Service.

7.4    CLAIMS FOR DAMAGES
------------------

23

7.4.1  Should either Owner or Design/Builder suffer injury or damage to person
or property because of any act or omission of the other party or of any of his
employees, agents or others for whose acts he is legally liable, a claim shall
be made in writing to such other party within twenty (20) days after the first
observance of such injury or damage.

7.5    PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND
----------------------------------------------------

7.5.1  If required by Owner, Design/Builder shall provide Owner with a
performance bond and a labor and material payment bond each in a penal sum equal
to the Contract Sum, covering the faithful performance of the Contract and the
payment of all obligations arising thereunder, written in a form acceptable to
Owner, or as may be required under applicable law, and from bonding companies
reasonably approved by Owner.  All such bonds shall designate additional or
coobligees required by Owner.

7.5.2  It is understood and agreed that the Contract Sum does not includes the
cost of payment, performance or other bonds by Design/]Builder, and if any such
bonding is not required by Owner, the cost thereof shall be added to deducted
the Contract Sum by Change Order.

7.6    RIGHTS AND REMEDIES
-------------------

7.6.1  The duties and obligations imposed by the Contract Documents and the
rights and remedies available thereunder shall be a limitation of any duties,
obligations, rights and remedies otherwise imposed or available by law except as
expressly and specifically set forth to the contrary in the Contract Documents.

7.7    TESTS
-----

7.7.1  If the Contract Documents, laws, codes, ordinances, rules, regulations or
orders of any public authority having jurisdiction require any Work to be
inspected, tested or approved, the Design/Builder shall give the Developer prior
written notice of its readiness and of the date arranged so the Developer may
observe such inspection, testing or approval.  The Design/Builder shall bear all
costs of such inspections, tests and approvals unless otherwise provided in the
Contract Documents.

7.7.2  If after the commencement of the Work the Owner or Developer determines
that any Work requires special inspection, testing or approval which
Subparagraph 7.7.1 does not include, Owner or Developer may instruct the
Design/Builder to order such special inspection, testing or approval, and the
Design/Builder shall give prior written notice as provided in Subparagraph
7.7.1.  If such special inspection or testing reveals (1) a failure of the Work
to comply with the requirements of the Contract Documents, or (2) the failure of
the performance of the Work to comply with laws, ordinances, rules, regulations,
codes or orders of any public authority having jurisdiction, the Design/Builder
shall bear all costs thereof, including any architect's fees for additional
services made necessary by such failure; otherwise the Owner shall bear such
costs, and an appropriate Change Order shall be issued.

24

7.7.3   Required certificates of inspection, testing or approval shall be
secured by the Design/Builder and promptly delivered by him to the Owner.

7.7.4   If the Developer or Owner wishes to observe the inspections, tests or
approvals required by this Paragraph 7.7, Developer or Owner may do so with or
without notice to the Design/Builder.

7.7.5   Neither the observations by the Developer or Owner nor inspections,
tests or approvals by persons other than the Design/Builder shall relieve the
Design/Builder from his obligations to perform the Work in accordance with the
Contract Documents.

7.7.6   The Owner may conduct and pay for other testing as deemed necessary or
appropriate in Owner's sole discretion.

7.7.7   All other testing required by the Contract Documents shall be the
responsibility of the Design/Builder and are included within the Contract Sum.

7.8     INTEREST
--------

7.8.1   Any monies not paid when due to either party under this Contract shall
bear interest at the rate of one (1) percentage point over the prime rate as
established from time to time by Owner's lender.

7.9     DISPUTES
--------

7.9.1   The Design/Builder shall carry on the Work and maintain the Project
Schedule during any dispute or proceeding, unless otherwise mutually agreed by
Design/Builder and the Owner in writing.

7.10    MISCELLANEOUS
-------------

7.10.1  Design/Builder shall provide working office space for representatives of
Owner and its Project tenant at the site.  Such space may be within the job
trailers maintained by Design/Builder, and shall have basic furniture and
facilities comparable to those of Design/Builder.

7.10.2  Owner's tenant for the Project shall be afforded access to the Project
and permitted to inspect Work and to attend job progress meetings.
Design/Builder shall not, however, take instructions or directions from
tenant(s).

7.10.3  Design/Builder's design and construction obligations include compliance
with the Project's gross square footage requirements set forth herein.
Design/Builder shall ensure that the Project design and construction provides
for the specified gross square footage as determined pursuant to BOMA Standards.
As used herein, "BOMA Standards" refer to the American National Standard of
Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996 published by the
Building Owners and Managers Association International.

25

ARTICLE 8

TIME
----

8.1    DEFINITIONS AND SUBSTANTIAL COMPLETION
--------------------------------------

8.1.1  The "Contract Time" is the period of time allotted in the Contract
Documents for Substantial Completion of the Work.

8.1.2  The date of commencement of the Work is the date of the Agreement unless
otherwise established in a "Notice to Proceed" issued by the Owner to the
Design/Builder.

8.1.3  The terms "Substantial Completion" of the Work or the date the Work is
"Substantially Completed" or "Substantially Complete" shall mean performance of
all Work (exclusive of minor items of unfamiliar work that do not preclude
beneficial use and occupancy of the premises), together with such additional
items as may be specified therefor in Section VI of the Agreement or elsewhere
in the Contract Documents.

8.1.4  The term "day" as used in the Contract Documents shall mean calendar day.

8.1.5  In the event Owner determines that installation of all or part of the
trees, shrubs, grass, ground cover, flowers, foliage or other landscaping
required under the Contract Documents (the "Landscaping") should not be
performed or completed prior to Substantial Completion due to weather conditions
or otherwise, Developer may at its sole option and discretion recognize
Substantial Completion without completion of such portion of the Landscape as
designated to Design/Builder by Owner in writing. In such event, Landscaping
shall be completed as soon after Substantial Completion as possible and as
weather conditions permit, but in all events within ninety (90) days after
Substantial Completion unless otherwise agreed by Owner in writing. It is
understood and agreed that the foregoing determinations with regards to
Landscaping are for the benefit of Owner and are exercisable solely by Owner and
shall not give rise to any right or claim to extension of the Contract Time or
increase in the Contract Sum by Design/Builder or any Subcontractor or
Sub-subcontractor or other person or party performing all or any part of the
Work or the Landscaping.

8.2    PROGRESS AND COMPLETION
-----------------------

8.2.1  All time limits stated in the Contract Documents are of the essence of
the Contract.

8.2.2  The Design/Builder shall begin the Work on the date of commencement as
defined in subparagraph 8.1.2. He shall carry the Work forward expeditiously
with adequate forces and shall achieve Substantial Completion within the
Contract Time. 

8.2.3  Design/Builder shall take all steps necessary to ascertain the nature and
location of the Work, and the general and local conditions which can affect the
Work or the cost thereof. Any failure by Design/Builder to do so will not
relieve it from responsibility for successfully performing the Work without
additional expense to Owner. Owner assumes no responsibility for any
understanding or representation concerning conditions made by any of its
officers or agents 

26

other person or party, including without limitation, environmental or weather
conditions in the area of the Project, unless such understanding and/or
representation by Developer is expressly stated in the Contract Documents.

8.2.4  Unless a contrary interpretation is clearly expressed, if a date or time
of completion is included in the Agreement, it shall be the date of Substantial
Completion as defined in Subparagraph 8.1.3, including authorized written
extensions thereto.

8.3    DELAYS AND EXTENSIONS OF TIME
-----------------------------

8.3.1  It is understood and agreed that Owner and Design/Builder have
specifically considered and negotiated rights and responsibilities with respect
to events and occurrences which could delay or disrupt timely completion of the
Work.  The agreement of the parties is set forth in Section VI - Time for
Performance - of the Agreement, and the provisions thereof shall govern and
control over any inconsistent or conflicting provisions set forth in any other
Contract Document or elsewhere.

ARTICLE 9

PAYMENTS AND COMPLETION
-----------------------

9.1    CONTRACT SUM
------------

9.1.1  The Contract Sum is stated in the Agreement and is the guaranteed maximum
amount payable to the Design/Builder for the performance of the Work under the
Contract Documents, subject to increases or decreases thereto based upon
approved Change Orders.

9.2    SCHEDULE OF VALUES
------------------

9.2.1  Prior to submitting its first Application for Payment the Design/Builder
shall prepare and submit to the Developer and Owner the Schedule of Values
indicating costs of the various portions of the Work aggregating the total
Contract Sum divided so as to facilitate payments to subcontractors, prepared in
such form as specified by Owner and supported by such data to substantiate its
correctness as the Owner may require.  This Schedule of Values shall be subject
to the review and approval of Owner and Developer and as agreed to by the
Developer, shall be used as a basis for the Design/Builder's Applications for
Payment.

9.2.2  From time to time, the Design/Builder may need to revise certain portions
of the Schedule of Values to reflect change order amounts or other adjustments
permitted by the Agreement.  The Design/Builder shall prepare a revised Schedule
of Values indicating proposed revisions for Developer's review and approval.
Only following such approval shall Design/Builder utilize the revised Schedule
of Values for the purposes of Applications for Payment.

9.3    PROGRESS PAYMENTS
-----------------

27

9.3.1  The Design/Builder shall deliver to the Owner by the time set forth in
the Design and Build Construction Agreement a complete, notarized Application
for Payment, supported by the following documentation in a form acceptable to
the Owner:

(1)  A waiver and release of lien in form and substance acceptable to
Owner, by the Design/Builder, all Subcontractors and all Sub-
subcontractors and suppliers who furnish labor, services, equipment
or materials in connection with the construction of Project during
the period covered by the Application for Payment and all past
periods, as may be required to assure an effective waiver and
release of mechanics' liens under the laws of the state in which the
Project is located; and

(2)  Copies of other appropriate documentation to substantiate each
payment request requested by Owner or Developer or required by
Owner's lender or title insurer.

Developer and Owner and their designees shall have the right to review
and audit all of Design/Builder's books and records relating to the Project (and
to make copies thereof) from time to time upon not less than twenty-four (24)
hours notice. Design/Builder shall keep its books and records in an organized
condition in the State and County in which the Project is located.

9.3.2  Design/Builder shall bear the risk of physical loss or damage to any and
all materials, equipment and portions of the Work, whether at the site or stored
off-site.  Neither Owner nor Developer shall not be responsible for, and
Design/Builder agrees to protect the Work, materials, tools and equipment
against loss or damage by fire, theft, or accident and not to make any claim or
demand upon Owner or Developer for injury, loss or damage to Design/Builder, his
agents or employees for his Work, materials, tools or equipment, or on account
of any act or omission of Developer or any third person or persons.

9.3.3  The Design/Builder warrants and guarantees that all Work, materials and
equipment covered by an Application for Payment are incorporated in the Work and
that title will pass to the Owner (or such party as Owner may designate) upon
the earlier of incorporation into the Work or receipt of such payment by the
Design/Builder, free and clear of all liens, claims, security interests or
encumbrances, and that no Work, materials or equipment covered by an Application
for Payment will have been acquired by the Design/Builder or by any other person
performing the Work at the Site or furnishing materials and equipment for the
Project subject to an agreement under which an interest therein or an
encumbrance thereon is retained by the seller or otherwise imposed.
Additionally Design/Builder shall secure from any Subcontractor, Sub-
subcontractor or other supplier of materials and/or labor prior to making
payment to him, a notarized statement to the effect that said Subcontractor,
Sub-subcontractor or other supplier of materials, or labor, warrants and
represents that the lien waiver and release to be submitted in connection with
any Application for Payment covers all supplies, materials and labor utilized by
said Subcontractor, Sub-contractor or supplier in performing his Work and that
such representation is made to secure payment from Design/Builder and that
Design/Builder has relied thereon in making the payment requested.

28

9.3.4  Design/Builder acknowledges that Applications for Payment are subject to
the approval, in whole or in part, of Owner and Owner's lender.

9.4    PAYMENT
-------

9.4.1  To the extent that an Application for Payment is approved by Owner in
accordance with and subject to the provisions of this Article 9 and those of the
Agreement regarding payments, payments shall be paid to Design/Builder not later
than the date set forth therefor in the Design and Build Construction Agreement.

9.4.2  The Design/Builder shall promptly pay each Subcontractor, upon receipt of
payment from the Owner, out of the amount paid to the Design/Builder on account
of such Subcontractor's work, the amount to which said Subcontractor is entitled
as shown by the approved Subcontractor's application and Schedule of Values,
reflecting the percentage actually retained, if any, from payments to the
Design/Builder on account of such Subcontractor's work.  The Design/Builder
shall, by an appropriate agreement with each Subcontractor, require each
Subcontractor to make payments to his Sub-subcontractors in similar manner.

9.5    PAYMENTS WITHHELD
-----------------

9.5.1  The Owner may withhold payment to the extent reasonably necessary to
protect the Owner as provided in the Contract Documents.  Developer may withhold
payment or, because of subsequently discovered evidence or subsequent
inspections, it may nullify the whole or any part of any payment previously
issued to such extent as it deems in good faith necessary to avoid damage or
loss on account of the Design/Builder's failure to adhere to the requirements of
the Contract Documents or to satisfy its obligations thereunder.

9.6    FAILURE OF PAYMENT
------------------

9.6.1  If the Owner should fail to approve any Application for Payment, through
no fault of the Design/Builder, with reasonable promptness after receipt of the
Design/Builder's Application for Payment, or if the Design/Builder is not paid
any amount owed to it hereunder, then the Design/Builder may, upon fifteen (15)
additional days written notice to the Owner, stop the Work until payment of the
amount owing has been received except for instances where the provisions of
Subparagraph 9.5.1 apply.

9.7    OCCUPANCY
---------

9.7.1  Developer or the Owner or any lessee or purchaser may utilize portions of
the Project prior to Substantial Completion of the Work as shown on the Project
Schedule for the purposes of installing and testing furniture, fixtures and
equipment and training employees or otherwise.  The Contract Sum includes costs
for any out of phase construction, temporary HVAC, electrical, plumbing, etc.,
as well as acceptable temporary parking and safe access to and from portions of
the Project.

29

9.7.2  Based upon the Project Schedule, Owner shall schedule delivery of
furniture, fixtures and equipment for the Project.  Design/Builder acknowledges
and agrees that Design/Builder's failure to comply with the requirements
identified in the Project Schedule may result in cost increases to Developer or
the Owner or any lessee or purchaser for furniture, fixtures and equipment,
warehousing, installation, pre-opening costs and capital costs for the Project.
Design/Builder agrees to reimburse Developer for any such additional costs
incurred by Developer or the Owner or any lessee or purchaser resulting from
Design/Builder's failure to comply with the requirements identified in the
Project Schedule by deductive Change Order.

9.7.3  When the Design/Builder considers the Work to be Substantially Complete,
Design/Builder shall notify Developer in order that Developer and Design/Builder
may review the Work.  Developer will promptly review the Work and shall compile
and issue to Design/Builder a list of items to be completed or corrected (the
"Punch List Work").  The Design/Builder will complete all outstanding items
within thirty (30) days.  Failure to include any item(s) as Punch List Work
shall not alter the responsibility of Design/Builder to complete all Work in
accordance with the Contract Documents.

9.7.4  Owner shall be provided full occupancy of the Work (or any designated
portion thereof) upon issuance of a Certificate of Occupancy from the
appropriate governing authorities.  Such access and/or occupancy shall not be
deemed an acceptance of the Work not completed in accordance with the Contract
Documents, nor shall it prejudice Owner's right to reject unsatisfactory Work or
to withhold acceptance until directed corrective Work is completed by the
Design/Builder.

9.7.5  Owner (or such party as Owner may designate) shall assume responsibility
for providing heat, utilities and operation and maintenance of mechanical and
electrical systems (including controls) of the Project at the time of
Substantial Completion and Owner's (or such party as Owner may designate)
personnel shall have received the manufacturer's written brochures, catalog
cuts, maintenance instructions, training and such other information designated
by the Specifications.  Punch List Work shall be completed no later than thirty
(30) days following the date of Substantial Completion.

9.8    FINAL COMPLETION AND FINAL PAYMENT
----------------------------------

9.8.1  Upon receipt of written notice from Design/Builder that in its opinion
the Work is ready for final inspection and Final Acceptance, and upon receipt of
a final Application for Payment, Owner will promptly make such inspection and,
when they find the Work acceptable under the Contract Documents and the Contract
fully performed, Owner will thereafter issue a final progress payment within the
time provided in the Design and Build Construction Agreement (herein referred to
as the "Final Payment").  If Owner shall determine that the Punch List Work is
not completed, Design/Builder agrees to reimburse Owner for any reinspection
costs incurred.  Reimbursement shall be accomplished by a deductive Change Order
to the Contract Sum, or by payment from Design/Builder.

9.8.2  Final Payment shall not become due until the Design/Builder submits to
the Owner (1) an affidavit, in form and substance acceptable to Owner, that all
payrolls, bills for materials,  

30

supplies and equipment, and other indebtedness connected with the Work for which
the Design/Builder, Owner or Developer's or Owner's property might in any way be
responsible, have been paid or otherwise satisfied by Design/Builder; (2) all
items required under Paragraph 9.3; (3) consent of surety, if any, to Final
Payment; and (4), any other material required by the Contract Documents or
reasonably requested by Owner, its lender or title insurer. If any Subcontractor
or Sub-subcontractor refuses a release or waiver required by the Owner, the
Design/Builder shall if requested by Owner furnish a bond satisfactory to the
Owner to indemnify against any such lien or claim, and if any such lien remains
unsatisfied after all payments are made, the Design/Builder shall refund to the
Owner all moneys that the Developer or Owner may be compelled to pay in
discharging such lien, including all costs and reasonable attorneys' fees.

9.8.2   Acceptance of Final Payment by the Design/Builder, a Subcontractor, Sub-
subcontractor or material supplier shall constitute a waiver of claims by that
payee except those previously made in writing and delivered to the party against
whom such claim is made and identified by that payee as unsettled at the time of
final Application for Payment.

ARTICLE 10

PROTECTION OF PERSONS AND PROPERTY
----------------------------------

10.1    SAFETY PRECAUTIONS AND PROGRAMS
-------------------------------

10.1.1  The Design/Builder shall be responsible for initiating, maintaining and
supervising all safety precautions and programs in connection with the Work.

10.2    SAFETY OF PERSONS AND PROPERTY
------------------------------

10.2.1  The Design/Builder shall take all reasonable precautions for the safety
of, and shall provide all reasonable protection to prevent damage, injury or
loss to

(1)  all employees on the Work and all other persons who may be affected
thereby;

(2)  all the Work and all materials and equipment to be incorporated
therein, including Developer's, Owner's and/or any lessees or
purchaser's materials and equipment, whether in storage on or off
the Site, under the care, custody or control of the Design/Builder
or any of his Subcontractors or Sub-subcontractors; and

(3)  other property at the site or adjacent thereto, including trees,
shrubs, lawns, walks, pavements, roadways, structures and utilities
not designated for removal, relocation or replacement in the course
of construction.

10.2.2  The Design/Builder shall give all notices and comply with all applicable
laws, ordinances, codes, rules, regulations and lawful orders of any public
authority having jurisdiction for the safety of persons or property or to
protect them from damage, injury or loss.  Design/Builder shall erect and
maintain, as required by existing conditions and progress of the 

31

Work, all reasonable safeguards for safety and protection, including, posting
danger signs and other warnings against hazards, promulgating safety regulations
and notifying owners and users of adjacent utilities. Design/Builder shall
maintain a safety plan and program, and submit such to Owner for its review;
provided, however, that neither the review nor the acceptance, or approval of or
comment to such plan and program shall relieve Design/Builder of responsibility
therefor or impose responsibility on Owner or its Developer.

10.2.3  When the use or storage of explosives or other hazardous materials or
equipment is necessary for the execution of the Work, the Design/Builder shall
exercise the utmost care and shall carry on such activities under the
supervision of properly qualified personnel.

10.2.4  All damage or loss to any property referred to in Subparagraphs
10.2.1(2) and 10.2.1(3) and not reimbursed by the proceeds of Property Insurance
referred to in Subparagraph 11.3 hereafter caused in whole or in part by the
Design/Builder, any Subcontractor and Sub- subcontractor, or anyone directly or
indirectly employed by any of them, or by anyone for whose acts any of them may
be liable or responsible, shall be promptly remedied by the Design/Builder at
such party(ies)'s sole cost and at no cost to Owner except damage or loss
attributable to the acts or omissions of the Owner and not attributable to the
fault or negligence of the Design/Builder or any Subcontractor, Sub-
subcontractor or anyone directly or indirectly employed by any of them or by
anyone for whose acts any of them may be liable or responsible.

10.2.5  The Design/Builder shall designate a responsible member of his
organization at the Site whose duty shall be the prevention of accidents.  This
person shall be designated in writing by the Design/Builder to the Owner.

10.2.6  The Design/Builder shall not load, off-load or permit any part of the
Work to be loaded or off-loaded so as to endanger its safety.

10.2.7  Design/Builder shall continuously maintain adequate protection of all
Work from damage and to protect the Developer's property from injury or loss
arising in connection with this Contract, and shall perform all Work in
accordance with the provisions of the statutes and regulations of the
Occupational Safety and Health Administration ("OSHA") and such additional
requirements as may be required by OSHA field inspections.

10.3    EMERGENCIES
-----------

10.3.1  In any emergency affecting the safety of persons or property, the
Design/Builder shall act, at his reasonable discretion to prevent threatened
damage, injury or loss.  Any additional compensation or extension of time
claimed by the Design/Builder on account of emergency Work shall be determined
as provided in the provisions of the Contract Documents with respect to Changes.

ARTICLE 11

INSURANCE
---------

32

11.1    DESIGN/BUILDER'S LIABILITY INSURANCE
------------------------------------

11.1.1  The Design/Builder shall purchase and maintain such insurance as will
protect him from claims set forth below which may arise out of or result from
the Design/Builder's operations under the Contract, whether such operations be
by himself or by any Subcontractor or Sub-subcontractor or by anyone directly or
indirectly employed by any of them, or by anyone for whose acts any of them
maybe liable or responsible to cover:

(A)  Workers' Compensation Insurance insuring the Design/Builder's full
liability under the Workers' Compensation and Occupational Disease Laws of the
State where the Work is performed and Employer's Liability with minimum
occurrence/aggregate limits of $500,000 covering:

(1)  claims under workers' compensation or disability benefit acts;
and

(2)  claims for damages because of bodily injury, occupational
sickness or disease, or death of employees.

(B)  Owner's/contractor's protective ("OCP") liability coverage and/or
commercial liability general insurance that conforms to the 1988 Insurance
Service Office ("ISO") commercial general liability form with coverage on an
"occurrence" basis which shall insure Design/Builder and Developer and Owner (as
additional primary insureds) for Work performed under the Contract against,
among other things:

(1)  claims for damages because of bodily injury, sickness or disease,
or death of any person other than his employees;

(2)  claims for damages insured by usual personal injury liability
coverage which are sustained (1) by any person as a result of an
offense directly or indirectly related to the employment of such
person by the Design/Builder, or (2) by any other person;

(3)  claims for damages, other than the Work itself, because of injury
to or destruction of tangible property, including loss of use
resulting therefrom; and

(4)  claims for damages because of bodily injury or death of any person
or property damage arising out of the ownership, maintenance or use
by any motor vehicle.

(C)  The policies referred to in (B) above shall contain the personal
injury and broad form property damage endorsements modified as set forth below,
and the policy shall be endorsed to remove any property damage liability
exclusions pertaining to loss by explosion, collapse or underground damage. The
policy shall include coverage for:

(1)  Completed operations liability. However, with respect to completed
operations liability, and when the entire Work has been determined
complete by the Owner and Design/Builder and accepted by the Owner,
Design/Builder agrees to furnish

33

evidence of such insurance coverage for twenty-four (24) months
following date of acceptance by the Developer, on an annual basis as
the policies are issued to Design/Builder.

(2)  Design/Builder's protective liability to cover Design/Builder's
liability arising out of Work performed by its subcontractors.

(3)  Blanket contractual liability, including insurance for the
indemnification agreement set forth in the Design and Build
Construction Agreement.

(4)  Personal injury liability with exclusions 2(a) (4) deleted.

(5)  Broad form property damage extended to apply to completed operations.

(6)  Automobile liability insuring Design/Builder for operations of all
owned, hired and non-owned vehicles.

(7)  Limit of liability shall not be less than:

a)  Bodily injury and property damage except automobile: $2,000,000
combined single limit per occurrence including completed
operations.

b)  Bodily injury and property damage, automobile: $1,000,000 combined
single limit per occurrence.

(D)  "Umbrella" Excess Liability - The insurance policy shall insure the
Design/Builder and Owner for an amount of not less than $10,000,000 combined
single limit bodily injury/property damage excess of primary employer's
liability and comprehensive liability insurance as set forth in Paragraphs
11.1.1 (A), (B) and (C) above.

11.1.2  The insurance required by Subparagraph 11.1.1 shall be written for not
less than any limits of liability required by law and shall contain a blanket
waiver of subrogation in favor of Owner and Design/Builder.

11.1.2.1  Policies required under Paragraph 11.1.1 shall contain a standard
severability of interest clause which provides that the insurance applies
separately to each insured and the following words verbatim: Owner is interested
in the maintenance of this insurance and it is agreed that this insurance will
not be canceled, materially changed or not renewed without at least thirty (30)
days advance written notice to Owner by Certified Mail, Return Receipt
Requested.

11.1.3  Certificates of Insurance acceptable to the Developer shall be filed
with the Owner prior to commencement of the Work.  Said Certificates shall name
Owner and such other parties, if any, as Developer may designate, as an
additional named insured against all claims under the specified policies.  These
Certificates shall contain a provision that coverages afforded under the

34

policies will not be canceled or materially changed or not renewed until at
least thirty (30) days prior written notice has been given to the Owner and such
additional party(ies) as Developer may designate by Certified Mail, Return
Receipt Requested.  All insurance required to be maintained by Design/Builder
and any Subcontractor or Sub-subcontractor shall be primary insurance and any
insurance maintained by Owner will apply as excess over all other insurance,
whether designated as primary, Umbrella, excess or excess/umbrella.  In no event
shall any failure of Owner to receive Certificates of Insurance required
hereunder or to demand receipt of such Certificates prior to Design/Builder
commencing the Work be construed as a waiver by Developer of Design/Builder's
obligations to obtain insurance pursuant to the Contract Documents.  The
obligation to procure and maintain any insurance required by the Contract
Documents is a separate responsibility of Design/Builder and independent of the
duty to furnish Certificates of such Insurance policies.

11.2    OTHER INSURANCE REQUIREMENTS
----------------------------

11.2.1  The Owner and the Developer shall be included as additional named
insureds under the Commercial General Liability Insurance and the "Umbrella"
excess liability coverage as set forth in Subparagraphs 11.1.1(B) and (C) above.

11.3    PROPERTY INSURANCE
------------------

11.3.1  Design/Builder shall purchase and maintain property insurance upon the
entire Work at the Site to the full insurable value thereof less a deductible in
an amount permitted by Owner.  This insurance shall include as insureds or
additional insureds the interests of the Owner, the Design/Builder,
Subcontractors and Subsubcontractors, in the Work and shall insure against the
perils of Fire, Extended Coverage, and shall be an "All-Risk" type of policy to
insure against physical loss or damage from perils generally covered by a
"Difference in Condition" policy, such as flood, earthquake, theft, builders
risk and such other perils which are usually not included in a simple Fire and
Extended Coverage Policy.  Design/Builder will be fully responsible for the
inclusion of all Subcontractors and Sub-subcontractors who should be insured
under this policy and Owner will not assume any financial responsibility caused
by failure of Design/Builder to so insure.

11.3.2  Any insured loss is to be adjusted with the Developer and made payable
to the Owner as trustee for the insureds, as its interests may appear, subject
to the requirements of any applicable mortgage clause and of Subparagraph
11.3.7.

11.3.3  The Owner and Design/Builder waive all rights against each other for
damages caused by fire or other perils to the extent covered by insurance
provided under this Paragraph 11.3 except such rights as they may have to the
proceeds of such insurance held by the Owner as trustee.  The Design/Builder
shall require similar waivers by Subcontractors and Subsubcontractors.  It is
understood that losses due to the negligence of Design/Builder, any
Subcontractor, Sub-subcontractor or anyone directly or indirectly employed by
any of them or for whose acts any of them may be liable or responsible or which
are not covered by Owner's property insurance or which are under the deductible
are the responsibility of the Design/Builder.

35

11.3.4  The Owner as depository shall, upon the occurrence of an insured loss,
deposit in a separate account any money so received, and Owner shall distribute
it in accordance with such agreement as the entities in interest may reach.

11.3.5  Should all or any part of the Work or construction covered by this
Contract be damaged or destroyed by any of the perils covered by the All-Risk
Builder's Risk Property Insurance specified in Paragraph 11.3 before final
completion of said Work, the Design/Builder, upon written instructions from the
Owner, shall proceed to replace and repair and complete said Work, in accordance
with original approved Drawings and Specifications to the extent said Work is
covered by the proceeds of various insurance policies.  In this event, the
provisions of the Contract Documents shall remain in full force and effect
except that the Contract Sum and the Contract Time shall be increased by the
total cost and additional time agreed upon by Owner and Design/Builder for
removing and replacing all of the damaged and destroyed Work.  The Owner,
however, at its option in the event of damage or destruction to the Work by any
of the aforementioned causes, may give written notice to the Design/Builder
declaring its desire to terminate Design/Builder's performance of the Contract
and after paying or adjusting all of the accounts charged to the Work in
accordance with the Contract, may terminate Design/Builder's performance of the
Contract.

11.3.6  Notwithstanding anything to the contrary, Owner shall not be deemed to
be either a custodian, bailee, nor insurer or in any other capacity or manner
responsible for any supplies, tools or equipment used by Design/Builder or any
Subcontractor or Sub-subcontractor in connection with the Work which may be left
at the Site by Design/Builder or any Subcontractor or any Sub-subcontractor; it
being expressly understood and agreed that Design/Builder and any Subcontractor
or Sub-subcontractor shall be solely responsible for securing, maintaining and
insuring all such supplies, tools or equipment whether the same be owned or
leased by Design/Builder, Subcontractor, Sub-subcontractor or by any other third
party providing labor or materials to the Work, the Project or the Site.

11.3.7  The Owner as trustee shall have power to reasonably and fairly adjust
and settle any loss with the insurers.

11.4    LOSS OF USE INSURANCE
---------------------

11.4.1  The Owner, at his option, may purchase and maintain such insurance as
will insure
against loss of use of its property, including, but not limited to, loss of
income, additional interim interest expense, insurance premiums.

11.5    SUBCONTRACTORS' INSURANCE
-------------------------

11.5.1  The following forms of insurance are required to be furnished by all
Subcontractors and Sub-subcontractors:

(1)  Workers' Compensation Insurance to cover full liability under
workers' compensation Laws of the State where the Work is performed
and employer's liability coverage with minimum occurrence/aggregate
limits of $500,000.

36

(2)  Commercial general liability insurance with coverage on an
"occurrence" basis and insuring Subcontractors and Sub-subcontractors
for Work performed under the Contract against claims for bodily
injury, including death of any person other than Subcontractors'
employees, and property damage for injury to or destruction of
tangible property, other than the Work itself.  The policy shall
contain the personal injury and broad form property damage
endorsements modified as set forth below, and the policy shall be
endorsed to remove any property damage liability exclusions pertaining
to loss by explosion, collapse or underground damage.  These policies
shall name Owner and such other party(ies), if any, as Owner may
designate, as an additional insured as respects liability arising out
of operations performed by or on behalf of the named insured.  The
policy shall include coverage for:

a)   Completed operations liability.

b)   Design/Builders protective liability to cover Subcontractors'
liability arising out of work performed by its Sub subcontractors.

c)   Blanket contractual liability insuring the indemnification agreement
contained in a subcontract.

d)   Personal injury liability with employee exclusion deleted.

e)   Broad form property damage extended to apply to completed operations.

f)   Automobile liability insuring Subcontractors for operations of all
owned, hired and non-owned vehicles.

g)   The limits of liability shall not be less than:

(i)     Bodily injury, except automobile

$5,000,000 each occurrence
$5,000,000 aggregate Completed Operations

(ii)    Property damage, except automobile

$5,000,000 each occurrence
$5,000,000 aggregate

(iii)   Bodily injury, automobile

$2,000,000 each person
$2,000,000 each occurrence

37

(iv)    Property damage, automobile

$2,000,000 each occurrence

Either Design/Builder or Owner, however, has the option to require higher limits
of liability from designated Subcontractors or Sub-subcontractors.

Certificates of Insurance shall be filed with the Design/Builder and
copied to Owner prior to commencement of Subcontractors' and Sub-subcontractors'
work. The requirements of Paragraphs 11.1.2.1 and 11.1.3 shall apply to the
insurance obligations of Subcontractors and Sub-subcontractors.

11.6    TRANSITION INSURANCE
--------------------

11.6.1  When the Work is Substantially Complete, and Owner has accepted the
Work, Owner, at his option, may purchase and maintain such insurance as will
insure him against loss of the Work due to fire or other hazards, however
caused.

11.6.2  Until such time as Design/Builder has received Final Payment from Owner,
said insurance purchased and maintained by Owner under Subparagraph 11.6.1 shall
insure the interests of Owner, the Design/Builder, its Subcontractors and Sub-
subcontractors.  The carrier providing this insurance shall endorse the policy
waiving carrier's right of recovery from Owner, the Design/Builder, its
Subcontractors and Sub-subcontractors until such time as the Design/Builder and
all subcontractors have been paid in full.

ARTICLE 12

CHANGES IN THE WORK
-------------------

12.1    CHANGE ORDERS
-------------

The provisions of this Article 12 are subject to and governed by those
of the Design and Build Construction Agreement with respect to Changes in the
Work.

12.1.1  The Owner, without invalidating the Contract and without notice to
sureties, may order Changes in the Work, within the general scope of the
Contract consisting of additions, deletions or other revisions, the Contract Sum
and the Contract Time being adjusted accordingly.  All such Changes in the Work
shall be authorized by Change Order, and shall be executed under the applicable
conditions of the Contract Documents.

12.1.2  A "Change Order" is a written order to the Design/Builder signed by the
Owner, issued after the execution of the Contract, authorizing a Change in the
Work or an adjustment in the Contract Sum or the Contract Time.  A Change Order
shall also be signed by the Design/Builder if he agrees to the adjustment in the
Contract Sum or the Contract Time.  The Contract Sum and the Contract Time may
be changed only by Change Order.  For changes in the Work the Design/Builder
shall submit to the Developer an itemized breakdown of the estimated costs for

38

Developer's review and approval.  The breakdown must show (i) all materials by
quantity and price, (ii) all labor by unit price, (iii) insurance, (iv) permits,
(v) payroll taxes and labor fringe benefits, and (vi) equipment by quantity and
rate.  All changes in any subcontract shall be broken down and similarly
submitted to the Owner for its review utilizing the same categories as set forth
above.

12.1.3  The cost or credit to the Owner resulting from a Change Order in the
Work shall be determined as provided in the Agreement.

12.1.4  The Owner, acting through its designee, or any other person having
written authorization from him to act on his behalf shall have the sole
authority to make any amendments, additions, changes or deletions, to act on
behalf of the Owner with regard to any and all consents called for under the
Contract Documents.  Said designee is hereby authorized by Owner to issue
written directives to Design/Builder to proceed with designated changes in the
Work prior to the issuance of a formal Change Order which shall be issued as
soon as practicable.  Verbal changes or Change Orders shall not be binding,
enforceable or effective.  Under no circumstances whatsoever, shall any Work be
performed on a time and material basis unless expressly authorized by Developer
in writing prior to commencement of such Work.  Any extras furnished by
Design/Builder except in accordance with the foregoing will also be done so at
Design/Builder's sole cost and expense and not reimbursable under the Agreement.

12.1.5  Owner and Design/Builder hereby acknowledge and agree that execution of
a Change Order constitutes a mutual accord and satisfaction as to the Work
covered thereby.  Upon execution of a Change Order, Design/Builder specifically
waives and releases any and all claims, rights or interest, including, but not
limited to those for impact, disruption, loss of efficiency, "ripple" or other
costs or expenses, including without limitation extraordinary or consequential
costs, arising directly or indirectly out of the Work described in the Change
Order.

12.2    CLAIMS FOR ADDITIONAL COST OR TIME
----------------------------------

12.2.1  If the Design/Builder wishes to make a claim for an increase in the
Contract Sum or change in the Contract Time, he shall give the Owner written
notice thereof within fifteen (15) days after receipt of a proposed Change
Order.  This notice shall be given by the Design/Builder before proceeding to
execute the Work, except in an emergency endangering life or property in which
case the Design/Builder shall proceed in accordance with Subparagraph 10.3.1.
No such claim shall be valid unless so made.  Any change in the Contract Sum or
Contract Time resulting from such claim must be authorized by Change Order.
Notwithstanding the foregoing, any change in the Contract Time shall be governed
solely by Section VI of the Agreement.

12.2.2  Complete justification and documented substantiation of a
Design/Builder's entitlement to additional time, to a change and additional
costs allegedly resulting from said change shall be submitted to the Owner no
later than thirty (30) days after Design/Builder files its initial notice of
claim.

39

12.2.3  In no event will any adjustment in the Contract Sum be permitted for any
increase in costs arising from periods of delay except as otherwise expressly
provided in the Contract Documents.

12.2.4  After receipt of a proposal, Owner shall act thereon within thirty (30)
days; provided, however, when the necessity to proceed with the change does not
allow time properly to review the proposal and in the event of a failure to
reach an agreement on said proposal, Owner may order Design/Builder to proceed
on the basis of a price to be determined at the earliest practicable date.

12.2.5  A failure to reach an agreement on price or time relative to a Change
Order will not relieve Design/Builder of its obligation to diligently continue
the prosecution of the Work and that Change Order (if so ordered by the
Developer) at all times in accordance with the Progress Schedule.

ARTICLE 13

UNCOVERING AND CORRECTION OF WORK
---------------------------------

13.1    UNCOVERING OF WORK
------------------

13.1.1  If any Work should be covered contrary to the request of the Owner, it
must, if required by the Owner, be uncovered for his observation and replaced,
at the Design/Builder's expense, and not reimbursable.

13.1.2  If any other portion of the Work has been covered which the Owner or
Developer has not specifically requested to observe prior to being covered, the
Owner or Developer may request to see such Work and it shall be uncovered by the
Design/Builder.  If such Work be found in accordance with the Contract
Documents, the cost of uncovering and replacement shall, by appropriate Change
Order, be charged to the Owner and the Contract Sum adjusted appropriately.  If
such Work is found not to be in accordance with the Contract Documents, the
Design/Builder shall pay such costs unless it be found that this condition was
caused by a separate contractor employed as provided in Article 6, and in that
event the Owner shall be responsible for the payment of such costs.

13.2    CORRECTION OF WORK
------------------

13.2.1  The Design/Builder shall promptly correct all Work rejected by or on
behalf of Owner as defective or as falling to conform to the Contract Documents
whether observed before or after Substantial Completion and whether or not
fabricated, installed or completed.  The Design/Builder shall bear all cost of
correcting such rejected Work, including the cost of any architect's additional
services thereby made necessary.

13.2.2  If, within two (2) years after the initial occupancy of the Project
after final completion of the Work, or within such longer period of time as may
be prescribed by law or by the terms of any applicable warranty required by the
Contract Documents, any of the Work is found to be 

40

defective or not in accordance with the Contract Documents, the Design/Builder
shall correct it promptly after receipt of written notice from the Developer to
do so. The Owner shall give such notice promptly after discovery of the
condition.

13.2.3  All such defective or non-conforming Work under Subparagraphs 13.2.1 and
13.2.2 shall be removed from the Site if necessary, and the Work shall be
corrected to comply with the Contract Documents at Design/Builder's sole cost
and expense and without cost to the Owner or the Developer.

13.2.4  The Design/Builder shall bear the cost of making good all work of
separate contractors and property of Developer, Owner or any lessee or purchaser
destroyed or damaged by such removal or correction.

13.2.5  If the Design/Builder does not remove such defective or non-conforming
Work within twenty (20) days after notification of same, the Owner may remove it
and may store the materials or equipment at the expense of the Design/Builder.
If the Design/Builder does not pay the cost of such removal and storage within
ten (10) days thereafter, the Owner may upon the expiration of such period and
without further notice sell such Work at auction or at private sale and shall
account for the net proceeds thereof after deducting all the costs that should
have been borne by the Design/Builder including compensation for additional
architectural services.  If such proceeds of sale do not cover all costs which
the Design/Builder should have borne, the difference shall be charged to the
Design/Builder and an appropriate Change Order may be issued.  If the payments
then or thereafter due the Design/Builder are not sufficient to cover such
amount, the Design/Builder shall pay the difference to the Owner.

13.2.6  If the Design/Builder fails to correct such defective or nonconforming
Work, the Developer may also correct it in accordance with Paragraph 3.4.

13.2.7  Nothing contained in this Paragraph 13.2 shall be construed to establish
a period of limitation with respect to any other obligation which the
Design/Builder might have under the Contract Documents, including Paragraph 4.5
hereof.  Establishment of the time period of one (1) year as described in
Subparagraph 13.2.2 relates only to the specific obligation of the
Design/Builder to correct the Work, and has no relationship to the time within
which the obligation to comply with the Contract Documents may be sought to be
enforced, nor to the time within which proceedings may be commenced to establish
the Design/Builder's liability with respect to the Design/Builder's obligations
other than specifically to correct the Work.

13.3    ACCEPTANCE OF DEFECTIVE OR NON-CONFORMING WORK
----------------------------------------------

13.3.1  If the Owner prefers to accept defective or non-conforming Work, he may
do so instead of requiring its removal and correction, in which case a Change
Order will be issued to reflect an appropriate reduction in the Contract Sum as
determined by Owner, or, if the amount is determined after Final Payment, or an
insufficient amount of the Contract Sum remains unpaid, it shall be paid
forthwith by the Design/Builder.

41

ARTICLE 14 
----------

MANUFACTURER'S MATERIALS AND PRODUCTS
-------------------------------------

14.1    INTENT OF SPECIFICATION
-----------------------

14.1.1  Certain materials and manufactured products have been or will be
specified by brand name because the Owner believes that the products sold under
those brand names meet the standard of quality and grade that he wishes to use
on this Work.  The Design/Builder shall use only the materials and methods
specified.

14.2    SUBSTITUTIONS
-------------

14.2.1  The intention of the parties is, generally, not to exclude other
manufacturers of like products believed by the Design/Builder to be of the same
merit as and functionally equivalent to the item specified, but the burden of
proof of equivalency is upon the Design/Builder, and the Owner shall be the
final judge.  If the Design/Builder elects to attempt to prove such equality and
to substitute, he must request consent of Owner in writing within ninety (90)
days from Notice to Proceed, to substitute for the specified item, stating his
reasons for the substitution, the credit, if any, to the Contract Sum, and
provide supporting data.  Such supporting data shall include the basic
specifications of the specified item(s), the specifications, characteristics and
other information concerning the proposed substitution demonstrating its
equality to the specified item(s), and the effect of the substitution on the
Progress Schedule, if any.  In the event that a substitution is approved, the
Design/Builder shall assume all risks and costs for redesign and adjustment of
all Work affected by the substitution, checking of its effect on adjoining Work,
and any delays occasioned by its use.  All materials, methods or equipment shall
be as specified and/or shown unless a substitute or change is consented to in
writing by the Owner and therefore under no circumstances shall the
Design/Builder, Subcontractor, Sub-subcontractor, or supplier or materialman
base his bid or contract on a substitution unless consented to in writing in
advance by the Owner.

14.3    INSTALLATION
------------

14.3.1  Design/Builder shall apply, install, connect, erect, use, clean and
condition manufactured articles, materials, fixtures and equipment per
manufacturer's printed directions, unless specified to contrary.

ARTICLE 15 
----------

SUBSURFACE AND SITE INFORMATION
-------------------------------

15.1    SITE CONDITIONS AND DESIGN/BUILDER'S RESPONSIBILITY
---------------------------------------------------

15.1.1  Owner shall not assume nor shall there be imposed or implied any
responsibility whatsoever in respect to the sufficiency or accuracy of borings
made, or of the logs of the test borings, or of other investigations, or of the
interpretations made thereof, or other information 

42

furnished to or obtained by Design/Builder in connection with the Site, and
there is no warranty or guarantee, either expressed or implied, that the
conditions indicated by any such investigations, borings, logs or information
are representative of those existing throughout such area, or any part thereof,
or that unforeseen developments may not occur.

15.1.2  Design/Builder shall promptly notify Owner in writing of any physical,
subsurface or latent conditions that it discovers at the site that differ in any
material respect from those (i) ordinarily encountered and generally recognized
as inherit in Work of like character to the Project or (ii) indicated by the
Contract Documents.

15.1.3  Design/Builder shall make available to Owner upon Owner's request the
results of any site investigation, test borings, analysis, studies or other
tests conducted by or in the possession of Design/Builder or any of its agents.

END OF GENERAL CONDITIONS

43

EXHIBIT C

HOURLY RATES SCHEDULE

HKS, Inc.

Principal                      $175

Project Manager                $150

Project Design Architect       $125

Project Architect              $125

Structural Engineer            $125

Job Captain                    $100

Senior Draftsman               $ 80

Junior Draftsman               $ 65

Senior Specification Writer    $125

Specification Writer           $ 90

Senior Interior Designer       $125

Interior Designer              $100

Junior Interior Designer       $ 75

Senior Graphic Designer        $105

Graphic Designer               $ 80

Technical Typist               $ 60

EXHIBIT D

SCHEDULE REQUIREMENTS
---------------------

PROJECT SHELL          PROJECT INTERIORS
-------------          -----------------

50%      FINAL         50%         FINAL
Design Development Docs      9/18/01  10/9/01       12/19/01    2/5/02*

Construction Docs            11/6/01  12/21/01      3/5/02      5/1/02

*Drawings to include walls and ceilings for pricing

.  Civil/Site drawings - Completed October 1, 2001
.  Permit Set Completed 12/10/01

The following are requirements included in the General Contractor's contract and
are listed for the Architect's information:

.  Substantial Completion to be 380 days following Notice to Proceed to General
Contractor
.  Computer/Telecommunications Room completion - 45 days prior to Substantial
Completion Date
.  Commissioning Phase - 21 days prior to Substantial Completion
.  Initial FF&E Phase - 14 days prior to Substantial Completion

EXHIBIT 10.99

DESIGN AND BUILD CONSTRUCTION AGREEMENT FOR

THE NISSAN PROPERTY

DESIGN AND BUILD CONSTRUCTION AGREEMENT
(Cost Plus Fee Guaranteed Maximum Cost)

By and Between

WELLS OPERATING PARTNERSHIP, L.P.
and
THOS. S. BYRNE, INC.

TABLE OF CONTENTS
-----------------

SECTION                TITLE                                                                                      Page
-------                -----                                                                                      ----

Section I.             Design and Construction Obligation....................................................        2

Section II.            Pre-Construction Services.............................................................        2

Section III.           Design Services.......................................................................        3

Section IV.            Termination Prior to Construction.....................................................        6

Section V.             Construction of the Project...........................................................        7

Section VI.            Time for Performance..................................................................        8

Section VII.           Permits and Licenses..................................................................       12

Section VIII.          Changes...............................................................................       12

Section IX.            Payments..............................................................................       13

Section X.             Discounts Rebates and Refunds.........................................................       23

Section XI.            Compensation Retained by Owner........................................................       23

Section XII.           Subcontracts and Purchase Orders......................................................       24

Section XIII.          Insurance and Indemnification.........................................................       24

Section XIV.           Liens.................................................................................       26

Section XV.            Bonds.................................................................................       27

Section XVI.           Independent Contractor................................................................       27

Section XVII.          Inspection and Audit..................................................................       27

Section XVIII.         Survey; Record Drawings...............................................................       28

Section IX.            Termination...........................................................................       29

Section XX.            Notices...............................................................................       31

Section XXI.           Title of Work.........................................................................       32

Section XXII.          Waiver................................................................................       32

Section XXIII.         Conflicts.............................................................................       32

Section XXIV.          Work in Progress......................................................................       32

Section XXV.           Compliance with Laws..................................................................       33

Section XXVI.          Personnel.............................................................................       33

Section XXVII.         Design/Builder's

Warranties...........................................................       33

Section XXVIII.        Defects...............................................................................       34

Section XXIX.          Confidentiality and Media Communications..............................................       34

Section XXX.           Representatives.......................................................................       35

i

Section XXXI.          Assignment............................................................................       36

Section XXXII.         Lenders' Right to Complete............................................................       36

Section XXXIII.        Limitation of Liability...............................................................       36

Section XXXIV.         Nondiscrimination.....................................................................       37

Section XXXV.          Construction of Terms.................................................................       37

Section XXXVI.         Captions..............................................................................       37

Section XXXVII.        Governing Law.........................................................................       38

Section XXXVIII.       Entire Agreement......................................................................       38

ii

EXHIBITS
--------

EXHIBIT A           Property Description

EXHIBIT B           Contract Documents

EXHIBIT C           Insurance

EXHIBIT D           Allowances

EXHIBIT E           Outline Schedule and Milestone Completion Dates

EXHIBIT F           Design Contract

EXHIBIT G           Subordination Agreement

EXHIBIT H           Schedule of Values & Clarifications

EXHIBIT I           General Conditions of the Contract

iii

DESIGN AND BUILD CONSTRUCTION AGREEMENT
---------------------------------------

THIS DESIGN AND BUILD CONSTRUCTION AGREEMENT (the "Agreement") is made
and entered into as of the 19/th/ day of September, 2001, by and between WELLS
OPERATING PARTNERSHIP, L.P. ("Owner"), and THOS. S. BYRNE, INC.
("Design/Builder"), upon the terms and conditions set forth herein.

RECITALS:

WHEREAS, Owner requires the design and construction of a new three (3)
story office building consisting of not less than 268,290 square feet of gross
building area, together with adjoining parking areas containing no fewer than
1,056 parking spaces, driveways, landscaping and all supporting improvements,
facilities and equipment and related site work, and including interior tenant
finish as well as building shell, in accordance with the Preliminary Building
Plans identified in Exhibit B hereto and the Drawings and Specifications
---------                                           
approved by Owner, on a site located at 8900 Freeport Parkway in the City of
Irving, 75063 Dallas County, Texas, and as more particularly described in
Exhibit A hereto (the "Project"); and
---------                            

WHEREAS, Owner desires the service of a design-build general
contractor to not only construct but to also design, organize, coordinate, and
direct the complete construction of the Project as a design-build construction
manager/general contractor, and to assume all risks and responsibilities of
producing the Project within the Contract Sum and in accordance with the
Scheduled Completion Date and Progress Schedule, as hereinafter defined; and

WHEREAS, Design/Builder represents that it has the skill, experience,
expertise and resources necessary to both design and construct the Project and
to provide the foregoing services; and

WHEREAS, Design/Builder has agreed to provide architectural,
engineering, construction management, general contracting and other services
required to design and construct the Project for Owner pursuant to the terms and
conditions set forth herein and in accordance with the plans and specifications
identified in Exhibit B attached hereto; and
---------                     

WHEREAS, Owner, without assuming, limiting or altering any of
Design/Builder's duties, obligations or responsibilities, has engaged Champion
Partners, Ltd. to act as developer ("Developer") on behalf of Owner in
connection with the Project; and

WHEREAS, Design/Builder acknowledges the role of Developer as set
forth herein and agrees that Design/Builder can and will perform in the manner
contemplated by this Agreement;

NOW THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein, Owner and Design/Builder agree as follows:

1

Section I.    Design and Construction Obligation
----------------------------------

A.  Design/Builder hereby undertakes and assumes exclusive
responsibility for the design and construction of the Project as more
particularly described in the design development plans and specifications and
preliminary building plans identified in Exhibit B hereto (the "Preliminary
---------                         
Building Plans") in accordance with the said Preliminary Building Plans and the
Drawings and Specifications (as hereinafter defined) and to accomplish the same
on or before the Milestone Completion Dates and Scheduled Completion Date (as
hereinafter defined).  All costs, expenses and expenditures in connection with
the design and construction of the Project, including without limitation amounts
owing to HKS, Inc., site architect and/or other architectural, engineering or
other design consultants or firms and to contractors, subcontractors, suppliers
or otherwise for supervision, transportation, labor, materials, permits,
insurance, bonds or other matters in connection with the design and/or
construction of the Project shall be the sole responsibility of and paid by
Design/Builder.

B.  Design/Builder understands and agrees that Owner is leasing the
Project to and has certain duties and obligations to Nissan Motor Acceptance
Corporation, the intended tenant and occupant of the Project.  Design/Builder
shall assist and cooperate with Owner in satisfying the requirements of the
tenant and shall make such presentations, attend such meetings and incorporate
such modifications to the design and changes in the Work as may be required to
allow Owner to meet its obligations and to satisfy the requirements of Owner's
tenant in accordance with Exhibit B hereto.  Design/Builder shall not, however,
---------                                            
take instruction or direction from or perform any design services, construction
activity or changes in the Work based on request from any person other than
Owner or its Developer.  Nor shall Design/Builder be entitled to any additional
cost or extension of schedule in the event thereof.

Section II.   Pre-Construction Services
-------------------------

Design/Builder shall perform the following services, all or part of
which may continue after commencement of physical construction.  The cost of
such services shall be reimbursable pursuant to Section IX(B) hereof to the
extent such costs are included within "Design/Builder's Costs" thereunder; to
the extent not within the scope of "Design/Builder's Costs," such shall be paid
from Design/Builder's Fee.

A.  Consultation During Project Development:  Prepare and review
---------------------------------------                     
conceptual designs; advise on site use and improvements, selection of materials,
building systems and equipment; provide recommendations on relative construction
feasibility, availability of materials and labor, time requirements, and factors
related to cost including alternative designs, materials and value engineering.
Project design shall be consistent with Owner's requirements identified in
Exhibit B as well as federal, state or local regulations, including but not
---------                                                                  
limited to the Americans with Disabilities Act, the Texas Accessibility
Standards and environmental laws including the requirements of the DFW Freeport
Business Park, its Architectural Control Committee.  The Project as designed
must meet all applicable laws, ordinances and codes, the structure and
foundation must be adequate to meet the established floor loads, soil conditions
and the usual design wind loads, roof loads and other criteria utilized in the
locale of the Project, and 

2

the electrical, mechanical and other systems must be adequate to meet all
Preliminary Building Plans. The design, including without limitation design
aesthetics, floor plans and sizing, and placement of any applicable
manufacturing, packaging and storage equipment, facilities and assemblies, and
utilities related thereto, shall be in accordance with the Preliminary Building
Plans and submitted to Owner for its prior approval.

B.  Scheduling:  Provide and periodically update a Project schedule
----------                                                     
consistent with the requirements of and including the Milestone and Scheduled
Completion Dates set forth in Exhibit E hereto, including activity sequences and
---------                                         
durations, allocation of labor and materials, processing of shop drawings and
samples, delivery of products requiring long lead time procurements and lease
and occupancy requirements showing portions of the Project having occupancy
priority.

C.  Coordination of Contract Documents: Prepare alternative design and
----------------------------------                                
design documents whenever design details affect construction costs, feasibility
or schedules.  Verify requirements and assignment of responsibilities for safety
precautions and programs, temporary Project facilities and equipment, materials
and services for common use of contractors in the proposed Contract Documents.

D.  Labor:  Provide an analysis of the labor required for the Project
-----                                                            
and review the availability of such labor.  Determine applicable requirements
for equal employment opportunity programs for inclusion in the proposed Contract
Documents.

E.  Bidding:  Prepare pre-qualification criteria for bidders and
-------                                                     
develop subcontractor and supplier interest in the Project.  Establish bidding
schedules and conduct pre-bid conferences to familiarize bidders with the
bidding documents and management techniques and with any special systems,
materials or methods.

F.  Contract Awards: Conduct pre-award conferences with successful
---------------                                               
bidders.  Advise Owner on the acceptability of proposed subcontractors and
material suppliers.

G.  Hearings: Prepare for and testify at any hearings with respect to
--------                                                         
zoning, applications for building permits, and other Project related matters to
the extent requested by Owner.

H.  Site Conditions: By executing this Agreement, Design/Builder
---------------                                             
represents that it has visited the Project site, thoroughly familiarized itself
with the local conditions under which Work is to be performed and correlated its
observations with the requirements of the Preliminary Building Plans and other
Contract Documents.

Section III.  Design Services
---------------

A.  In addition to and not in limitation of any other description of
Design/Builder's obligations, Design/Builder shall provide architectural,
mechanical, electrical, plumbing, civil and structural engineering and any other
services included in this Agreement or the other Contract Documents or required
in the performance of Design/Builder's obligations hereunder.  

3

All consultants retained by Design/Builder in connection with the design of the
Project must receive the prior written approval of Owner.

B.       Design/Builder shall perform services customarily considered as
part of the design development and in connection therewith Design/Builder shall
review and recommend alternative approaches to design and construction.
Design/Builder shall also furnish Owner with updated pricing and construction
cost estimates with each design phase and document package submittal.

C.       Design/Builder shall perform services customarily considered as
part of the construction documents phase and in connection therewith
Design/Builder shall:

(i)     prepare construction documents consisting of drawings and
specifications setting forth in detail the requirements for the
construction of the Project for approval by Owner, based on the approved
design development documents and any authorized adjustments;

(ii)    advise Owner of any governmental approvals or variances
required for the construction of the Project, assist Owner in obtaining any
variances from applicable zoning or codes required by the design and
construction of the Project, and appear before governmental boards and
agencies and assist in filing documents required for the approval of
governmental authorities having jurisdiction over the Project to the extent
requested by Owner; and

(iii)   recognize that Owner may require Design/Builder to
commence construction prior to completion of the Drawings and
Specifications and that Design/Builder may be required to prepare Drawings
and Specifications during the construction phase, and it shall be
Design/Builder's responsibility as the design-build contractor for the
Project to prepare such documents in a manner that does not delay the
progress of the Work.

D.       Design/Builder shall coordinate services performed by or on behalf
of Design/Builder with those of any design professionals and consultants engaged
by Owner in connection with the Project.  In addition to Design/Builder's other
obligations hereunder, Design/Builder shall provide documents for alternate
bids, provide assistance during start up operations of the Project and provide
redesign services where necessitated by errors, omissions, ambiguities,
inconsistencies in design or by conflicts with other design documents or the
Preliminary Building Plans.

E.       Design/Builder shall perform its design services as expeditiously
as is consistent with professional skill and care and the orderly progress of
the Work.  Design/Builder's schedule for the performance of its design services
(including time required for Owner's review and approval of submissions and for
approvals of authorities having jurisdiction over the Project shall comply with
the design schedule prepared in connection with the Design Contract and
previously approved on behalf of Owner and with the Progress Schedule required
by 

4

Section V(D) hereof). The approved design schedule shall not be exceeded except
for cause beyond the reasonable control of Design/Builder.

F.  Design/Builder hereby grants, conveys and agrees that ownership of
the Preliminary Building Plans and the Drawings and Specifications, and copies
thereof, shall rest with Owner and that such shall be the property of Owner
whether or not the Project is executed.  Design/Builder shall be permitted to
retain copies of Drawings and Specifications for information and reference.
Submission or distribution to meet official regulatory requirements or for other
purposes in connection with the Project shall not be construed as publication in
derogation of Design/Builder's and Owner's rights.  Owner may utilize such
Drawings and Specifications with respect to construction, maintenance and repair
of the Project, and may utilize such Drawings and Specifications with respect to
another project if (a) Owner engages Design/Builder to perform architectural and
engineering services with respect thereto at a fee to be negotiated, or (b)
Owner engages a licensed architect with respect to said project and agrees to
hold Design/Builder harmless and defend and indemnify Design/Builder from any
claims arising out of such subsequent use of said Drawings and Specifications.
It is specifically understood and agreed that Design/Builder shall not reissue
such Drawings and Specifications on any other project.  Prior to commencement of
construction, Design/Builder shall provide Owner set(s) of reproducible Drawings
and Specifications of the Project and shall update same throughout the course of
the construction to show design changes.  The Contractor recognizes and agrees
that the Design Contract was entered into by and between Owner and HKS, Inc.,
and that under the Design Contract, HKS, Inc. granted ownership of all such
documents prepared by or on behalf of it to Owner.  The provisions of this
Section III(F) are independent of and in addition to the terms and provisions of
the Design Contract.

G.  Owner and Design/Builder acknowledge that Owner has heretofore
retained HKS, Inc. ("HKS") to provide architectural and design services in
connection with development of the Project pursuant to an agreement dated
September __, 2001, a copy of which is attached hereto as Exhibit F (the "Design
---------             
Contract").  The Design Contract is hereby assigned to Design/Builder, together
with all rights and obligations of Owner or Developer concerning Owner or
Developer thereunder.  Design/Builder represents and warrants to Owner that it
has examined design work produced to date, including without limitation the
Preliminary Building Plans identified in Exhibit B, and is satisfied with the
---------                           
work product, its quantity and quality, and assumes full responsibility
therefor.  Design/Builder further assumes all duties of Owner and/or Developer
toward HKS under the Design Contract and will hereafter fulfill all obligations
of Owner and/or Developer toward HKS under the Design Contract.  Design/Builder
hereby agrees to indemnify, defend and hold Owner and Developer harmless from
and against any claims which might hereafter be made against Owner and/or
Developer by HKS or by any person or entity relating to the Design Contract or
work done by HKS thereunder.

H.  Design/Builder shall be responsible for all aspects of the design
of the Project and for the preparation of all Drawings, Specifications and other
design documents, whether prepared by Design/Builder, design professionals in
its direct employ, or by separate architects, engineers or other design
professionals engaged by or on behalf of Design/Builder, including without
limitation the Architect.  In this regard, Design/Builder represents and
warrants that it has reviewed, examined and compared the Preliminary Building
Plans, Drawings, Specifications and 

5

other design documents prepared to date (at whatever stage or phase), and
Design/Builder shall be responsible to Owner for all such design matters to the
same extent as any other design service or function performed in connection with
this Agreement.

I.  Owner and Design/Builder understand and agree that Design/Builder,
through the assignment of the Design Contract pursuant to Section III(G) above,
will engage HKS as Design/Builder's architect ("Architect") in connection with
the performance of Design/Builder's design responsibilities under this
Agreement.  Owner hereby approves Design/Builder engagement of Architect;
provided, however, neither such engagement nor such approval shall in any way
alter, limit or relieve Design/Builder of its responsibility to Owner for the
design of the Project.  Owner and Design/Builder acknowledge and agree that each
has approved Architect and that each has approved the Preliminary Building Plans
attached hereto as Exhibit B, which includes a listing of the current design
---------                                                
documents and specifications.  Design/Builder agrees to the preparation and
development of the design and specification of the Project pursuant to the
Design Contract, and shall perform in accordance therewith to the same extent as
if the terms thereof were set forth herein at length.  Design/Builder shall not
utilize the services of architects, engineers or other design professionals
other than HKS, Inc. in connection without the prior written approval of Owner,
which Owner may grant or withhold in its sole discretion.

J.  Design/Builder shall timely prepare and deliver to Owner for its
approval, but in no event later than the date set forth in the design schedule
prepared in connection with the Design Contract and the requirements of the
Progress Schedule referred to in Section V(D) hereof, design development
documents for the Project, including, but not limited to, site plans, floor
plans, elevations, sections, enlarged floor plans, updated specifications and
miscellaneous details consistent with and based on the Preliminary Building
Plans.  Design/Builder shall further prepare and deliver construction documents
to Owner for its approval not later than the date set forth in such schedule.
Such documents shall include drawings and specifications setting forth in detail
all requirements for the construction of the Project consistent with and based
on the approved design development documents.

K.  Owner may withhold, in its sole discretion, approval of the design
development documents or the construction documents if such documents make
changes to or do not properly set forth previously agreed-upon design concepts
or Preliminary Building Plans.  Anything to the contrary contained herein or
elsewhere notwithstanding, the development of the design documents to the
construction documents and the acquisition by Design/Builder of all approvals
thereof necessary for them to be considered the Drawings and Specifications
shall be completed not later than the date set forth in the design schedule.

Section IV.  Termination Prior to Construction
---------------------------------

At any time prior to commencement of construction of the Project in
the manner provided in Section VI(A) hereafter, Owner, in addition to its other
rights hereunder, at its sole option and without requirement of fault or breach
on the part of Design/Builder, may terminate this Agreement by giving written
notice of such termination and paying Design/Builder for all services rendered
to the date of termination.  Such payment shall be Owner's sole and entire

6

obligation to Design/Builder in the event of such termination. In no event shall
Design/Builder be entitled to anticipated or lost profits or other compensation
or damages for unperformed work.

Section V.  Construction of the Project
---------------------------

A.  Design/Builder shall construct, equip and furnish for Owner on the
property described in Exhibit A in Irving, Texas, a three (3) story office
---------                                           
building consisting of not less than 268,290 square feet and all supporting
improvements, facilities and equipment and related site work, and including
interior tenant finish as well as building shell, all of which are hereinafter
collectively referred to as the "Improvements," described and reasonably
inferable from the drawings and specifications prepared by Design/Builder in
accordance with the Preliminary Building Plans and approved by Owner pursuant to
the design development process set forth herein ("Drawings and Specifications")
enumerated in Exhibit B attached hereto and approved by Owner (as such Exhibit
---------                                                       
may be revised from time to time to reflect the approved Drawings and
Specifications), and in connection therewith, Design/Builder shall provide and
furnish all materials, supplies, apparatus, appliances, equipment, fixtures,
construction equipment, tools, implements, and all other facilities (hereinafter
collectively referred to as "Materials"), and all labor, supervision,
transportation, utilities, water, storage, and all other services (hereinafter
collectively referred to as "Services") as and when required for or in
connection with the construction of or for inclusion or incorporation in, the
Improvements (hereinafter referred to as the "Work").  It is understood and
agreed that the Work shall include all items expressed or implied by the
Contract Documents in order to deliver the completed Project free of gaps,
omissions or incompleteness thereof.  The term "Contract Documents" shall mean
this Agreement, all the items enumerated in Exhibit B, and all change orders or
---------                          
addenda issued with respect thereto.

B.  From time to time after commencement of the performance of the
Work, Owner shall provide Design/Builder with information for its preparation of
the drawings and specifications for the Allowances, if any.  "Allowances" shall
refer to those items set forth in Exhibit D hereto.  The amounts listed for
---------                                
Allowances in such Exhibit D are included in the Contract Sum (as hereinafter
---------                                                 
defined). Should the costs for performing Allowance Work differ from the amount
set forth in Exhibit D, such difference may be the subject of a Change Order and
---------                                                          
the Contract Sum may be adjusted pursuant to Section VIII hereinafter, subject
however to the following provisions.  Design/Builder, as part of its design
responsibilities, has and will participate in the development of the items of
Work included as Allowances and in the establishment of the Allowance values set
forth in Exhibit D hereto.  To the extent that the cost of an item included as
---------                                                            
an Allowance exceeds its Allowance value due to errors or omissions in
Design/Builder's calculations, take offs, quantities, or other information
prepared or provided by or on behalf of Design/Builder and utilized or relied
upon in establishing the Allowance, such shall not result in any adjustment in
the Contract Sum or be reimbursable as a Cost of Work.  Such excess costs may,
however, be paid from the Construction Contingency pursuant to the terms
thereof.

C.  Design/Builder covenants that all the Work shall be done in a good
and workmanlike manner and that all Materials furnished and used in connection
therewith shall be new, free from faults and defects in conformance with the
Contract Documents and approved by 

7

Owner. Design/Builder shall cause all Materials and other parts of the Work to
be readily available as required in connection with the construction of the
Improvements.

D.  Design/Builder shall provide competent supervision of all phases
of the Work and shall cause the Work to be performed in accordance with the
Drawings and Specifications and all things indicated or implied therefrom.
Design/Builder shall provide the scheduling and periodic updating thereof in the
interest of completing the Improvements in the most expeditious and economical
manner (hereinafter called the "Progress Schedules").  The Progress Schedules
shall be prepared by Design/Builder prior to commencement of construction and
submitted to Owner for approval.  The Progress Schedules shall incorporate the
requirements of the design schedule prepared in connection with the Design
Contract, be consistent with the outline schedule attached hereto as Exhibit E
---------
and shall be related to the construction of all the Improvements to the extent
required by the Contract Documents.  These schedules shall indicate the dates
for the starting and completion of the various stages of construction and shall
be revised as required by the conditions of the Work, subject to Owner's
approval.  The parties acknowledge and agree that notwithstanding any
theoretical delays or theoretical extensions of time for completion as may be
shown on any schedules or printouts, the Scheduled Completion Date and Milestone
Completion Dates (hereinafter defined) shall be governed by this Agreement and
shall be extended only in accordance with the procedures set forth hereinafter.
If required by Owner, Design/Builder shall also prepare and furnish project cash
flow projections, manning charts for all key trades, and schedules for the
purchase and delivery of all equipment and material, together with periodic
updating thereof.

E.  Design/Builder shall prepare all shop drawings and other detail
drawings not made a part of the Drawings and Specifications which are required
in the performance of Design/Builder's obligations hereunder, Design/Builder
will also provide and be responsible for all general conditions work such as
hoists, safety equipment, portable toilets, etc.

Section VI.  Time for Performance
--------------------

A.  Design/Builder shall commence performance of the Work upon
execution hereof and shall thereafter diligently continue the performance and
prosecution thereof to completion, and agrees to complete the performance of the
Work ("Completion") on or before the expiration of three hundred eighty (380)
calendar days from the date hereof (the "Scheduled Completion Date").  If
Design/Builder is delayed by any act or omission of Owner or by an employee,
agent, or representative of Owner (other than by reason of the proper exercise
of their respective rights, duties and obligations under the Contract
Documents), or by changes ordered in the Work, unforeseeable actions of public
utilities and governmental agencies, war, embargoes, causalities, acts of God or
the public enemy, national emergency, or unusually severe weather conditions
beyond that normally encountered and not reasonably anticipatable, then the
Scheduled Completion Date (and Milestone Completion Dates, if applicable) shall
be extended for a period equal to the length of such delay if within seven (7)
days after the commencement of any such delay Design/Builder delivers to Owner a
written notice of such delay stating the nature thereof and within ten (10) days
following the expiration of any such delay provides a written request for
extension of the Scheduled Completion Date (and Milestone Completion Dates, if
applicable) by reason of such delay, and such request is approved by Owner,
which approval shall not be 

8

unreasonably withheld. Failure to deliver any such notice or request within the
required period shall constitute an irrevocable waiver of any extension of the
Scheduled Completion Date and Milestone Completion Dates by reason of the cause
in respect of which such notice and request were required. In the case of the
continuing cause of delay of a particular nature, Design/Builder need make only
one request with respect thereto. Shortages of labor, shortages or
unavailability of standard building materials, a normal number of adverse
weather days, and the customary time periods to obtain approvals from and
inspections by municipal authorities shall in no event entitle Design/Builder to
an extension of time. No delay of the Scheduled Completion Date (or right on the
part of Design/Builder to secure any such delay) shall prejudice any right Owner
may have under this Agreement or otherwise to terminate this Agreement.

Design/Builder has included in its schedule thirty (30) work days lost
due to weather conditions in its schedule.  Design/Builder will record on a
daily basis whether its job progress has been materially affected by adverse
weather conditions.  Work day, as that term is used herein, shall mean and refer
to any of Design/Builder's normal eight (8) hour days, Monday through Sunday of
any given week, exclusive of customarily recognized and agreed national
holidays.  No application for extension of time will be made unless or until
Design/Builder has lost in excess of the above number of days on which he had
planned and scheduled work on items that materially affect the schedule.
Design/Builder shall not be entitled to any extension of time, change order,
adjustment of the Contract Sum or other compensatory or non-compensatory relief
for events of delay or force majeure other than those specifically set forth
above in this Section VI(A), and then only pursuant to the notice procedures
hereinabove and subject to the limitations of the third paragraph of this
Section VI(A). Design/Builder acknowledges and agrees that its assumption of the
risks and responsibilities for delay is a material inducement to Owner's award
of the Agreement to Design/Builder and material consideration in Owner's
agreement to the Contract Sum, Scheduled Completion Date, Milestone Completion
Dates and other provisions of this Agreement and shall not be modified or
subject to interpretation other than as expressly set forth herein for any
reason, including without limitation, custom, practice, industry standards or
prior conduct or agreements.

Extension of time shall be Design/Builder's sole and exclusive remedy
for any event of delay hereunder, unless the same shall have been caused by acts
constituting intentional interference by Owner with Design/Builder's performance
of the Work and then only to the extent that such acts continue after
Design/Builder's written notice to Owner of such interference.  Owner's exercise
of any of its rights under Section VIII regardless of the extent or number of
such changes, or Owner's exercise of any of its remedies of suspension of the
Work or requirement of correction or re-execution of any defective Work shall
not under any circumstances be construed as interference with Design/Builder's
performance of the Work.

B.  In the event of the occurrence of a delay for which Design/Builder
is not entitled to an extension of time by the terms of this Agreement, Owner
may direct that the Work be accelerated by means of overtime, additional crews
or additional shifts or resequencing of the Work.  All such acceleration shall
be at no cost to Owner.  Owner may similarly direct acceleration in the event of
the occurrence of a delay for which Design/Builder is entitled to an extension
of time by the terms of this Agreement, and/or notwithstanding that the Work is
progressing without delay in accordance with the Progress Schedules.
Design/Builder agrees to 

9

perform same on the basis of reimbursement of direct cost (i.e., premium portion
of overtime pay, additional crew, shift or equipment cost and such other items
of cost requested in advance by Design/Builder and approved by Owner which
approval will not be unreasonably withheld) plus a fee not to exceed five
percent (5%) of such cost but expressly waives any other compensation therefor
unless otherwise agreed in writing in advance of performing the accelerated
work. In the event of any such acceleration, Design/Builder shall provide a plan
including his recommendations for the most effective and economical
acceleration. Acceleration which is compensible under this Section VI (B) shall
be subject to the Change Order procedure set forth in Section VIII herein.

C.   As used in this Agreement, Completion shall mean Substantial
Completion, which includes all work (exclusive of minor items of unfinished work
which do not preclude beneficial use of the premises) to complete the base
building, tenant finish and other work set forth in the Contract Documents and
that each of the following shall have occurred: when (i) the Improvements have
been completed except for punch list items (i.e., minor or insubstantial details
of the construction or mechanical adjustments which do not materially interfere
with the tenant's occupancy and use of the Project for the conduct of its
business), (ii) a certificate of occupancy or its equivalent shall have been
obtained for the Project permitting entry and legal use thereof for the
installation of trade fixtures, decorations, equipment and other items to be
constructed or installed by tenants, and for tenant's business activities to be
conducted therein, and all governmental approvals required for completion have
been obtained, and (iii) Architect shall have issued a Certificate of
Substantial Completion certifying thereon the date of Substantial Completion.
Without limiting the foregoing, Substantial Completion shall not have occurred
unless and until the following have been completed, and, where applicable, are
operational, except for punch list items: (a) the exterior curtain wall, window
glass and other applicable exterior elements of the Project are completed as
necessary to be water tight, (b) all utility lines servicing the Project are
installed and capable of being used to provide the applicable utilities to the
Project, (c) the restrooms, (d) all elevators, (e) the tenant parking spaces,
(f) the public entrances and all lobbies, (g) all freight elevators, and (h) the
loading docks. Notwithstanding the delivery of a Certificate of Substantial
Completion by Architect, Substantial Completion shall not be deemed to have
occurred until Design/Builder has provided Owner written notice at least thirty-
five (35) days prior to the anticipated date of Substantial Completion.
Design/Builder shall be afforded forty-five (45) calendar days from the
Scheduled Completion Date within which to complete the minor items of unfinished
work (the punch list work) referred to above.

D.   In addition to Completion as defined and specified herein and
Design/Builder's obligation to meet the Scheduled Completion Date,
Design/Builder agrees to and shall complete construction of the following items
included within the Work on or before the time set forth herein.

10

Computer/Telecommunication Room Completion        45 days prior to the Scheduled Completion Date 

Commissioning Phase                               21 days prior to the Scheduled Completion Date 

Initial FF&E Phase                                14 days prior to the Scheduled Completion Date 

Commissioning Phase: All mechanical, electrical and HVAC systems, energy
conservation equipment, controls, lighting systems, security systems back-up
generation and UPS, fire management systems, elevators are complete so that the
aforementioned systems can be tested for verification of compliance with the
approved Drawings and Specifications.

Computer/Telecommunication Room Completion: All construction, including but
not limited to, electrical, HVAC, raised flooring, UPS, finishes, and secured
doors, related to commencing and completing the installation and testing of all
computer equipment in the main computer/telecom room of the Project (as shown on
the approved Drawings and Specifications Building Plans) shall be complete.

Initial FF&E Phase: All construction necessary and related to commencing
the initial phase of furniture installation shall be complete, including all
areas in which furniture is to be installed and shall include all related
construction, including but not limited to, flooring, painting, above ceiling
work and any adjacent construction that may otherwise impede the progress of, or
damage, the installed furniture systems. On or about ninety (90) days after the
commencement of construction, Owner shall notify Design/Builder as to what
portion of the premises shall be included in this Initial FF&E Phase. Owner
shall also provide Design/Builder with a written schedule of its complete FF&E
phasing plan for the entire Project once it has been determined by Owner.

The above items shall be referred to as the "Milestone Completion Dates."
Design/Builder shall notify Owner in writing upon the completion of an item of
Work that is subject to a Milestone Completion Date, and in such notice shall
set forth the date completion occurred (which shall not be more than three (3)
days prior to said notice).

E.   Design/Builder acknowledges that the Scheduled Completion Date and the
Milestone Completion Dates are essential to Owner's business operations,
leasing, marketing, financing and development plans and therefore time is of the
essence in meeting said dates. Design/Builder recognizes and agrees that it
shall be liable to Owner for damages, loss, cost or expense which Owner may
suffer by reason of Design/Builder's delay in meeting such dates. Design/Builder
further recognizes that its schedule and the Outline Schedule set forth as
Exhibit E hereto may be subject to reasonable adjustment or modification based
---------
on the designations set forth in Owner's Initial FF&E Phase and in the complete
FF&E phasing plan, and Design/Builder agrees that such shall not result in any
extension to any Milestone Completion 

11

Date or to the Scheduled Completion date, nor shall it constitute interference
by Owner or be otherwise compensible to Design/Builder.

Section VII.  Permits and Licenses
--------------------

Design/Builder shall obtain all necessary licenses, building and other
permits, and similar authorizations from governmental authorities required to
perform its obligations hereunder, and shall give all notices required by, and
otherwise comply with, all applicable laws, ordinances, rules, regulations and
restrictions.  Design/Builder shall notify Owner of all conflicts between the
Drawings and Specifications and any laws, ordinances, rules, regulations and
restrictions.  If Design/Builder performs any of the Work knowing, or when with
the exercise of due care it should have known, the same to be contrary to any
such laws, ordinances, rules, regulations or restrictions and fails to give
Owner written notice thereof prior to performance thereof, Design/Builder shall
bear all costs arising therefrom, which costs shall not be considered a part of
the Contract Sum.

Section VIII.  Changes
-------

A.  Owner, or if authorized by Owner, its Developer, may authorize
changes in the Work, issue additional instructions, require additional Work or
direct the omission of Work previously ordered; provided, however,
Design/Builder shall not under any circumstances proceed with any change
involving any increase or decrease in cost without prior written authorization
from Owner in accordance with the following procedure.

Owner, or if authorized by Owner, its Developer, shall order changes
in the Work by giving Design/Builder a written change order request ("Change
Order Request"), setting forth in detail the nature of the requested change.
Design/Builder shall then furnish Owner a statement setting forth in detail,
with a suitable breakdown by trades and work classifications, Design/Builder's
estimate of the changes, if any, in the Estimated Design/Build Cost attributable
to the changes set forth in such Change Order Request, a proposed adjustment, if
any, to the Scheduled and/or Milestone Completion Dates resulting from such
Change Order Request and any proposed adjustments of time and costs related to
unchanged Work resulting from such Change Order Request.  If Owner gives written
approval of such estimate, such Change Order Request and estimate shall
constitute a Change Order, and the Contract Sum and Scheduled Completion and/or
Interim Dates shall be adjusted as set forth therein.  Change Orders shall not
cause any modification to Design/Builder's Fee except as follows:  if upon
completion of the Work the net of all additive and deductive Change Orders has
resulted in an increase in the Guaranteed Maximum Cost, then Design/Builder
shall be entitled to a fee in the amount of five percent (5%) of the cost of
such change Order Work ("Change Order Work"); if the net of all additive and
deductive Change Orders has resulted in a decrease in the Guaranteed Maximum
Cost, then Design/Builder's Fee shall be reduced by three percent (3%) of the
cost of such Change Order Work.  It is further understood and agreed that
Subcontractors' and Sub-subcontractors' mark-up on Change Order Work shall not
exceed fifteen percent (15%), and such limitation shall be included in each
subcontract, with any amounts therefor in excess hereof being for the account of
Design/Builder and not Owner and not reimbursable as a Cost of the Work.
Design/Builder's Fee and adjustments set forth above, and the Subcontractor's
mark-ups, 

12

includes the fee, overhead and profit. Changes in the Work and Change Orders
shall include charges for design services only if and to the extent such are for
Additional Services as provided in the Design Contract. Additional Services, if
any, shall be charged without Design/Builder's Fee or Subcontractor's mark-ups
set forth above. Agreement on any Change Order shall constitute a final
settlement on all items covered therein. If the parties cannot agree on the cost
of Change Order Work, Design/Builder will proceed with the Work and the cost
will be determined in accordance with Section IX(B) hereof.

B.  It is understood and agreed that refinement and detailing will be
accomplished from time to time with respect to the Drawings and Specifications
to be set forth in the modified Exhibit B.  No adjustment in the Estimated
---------                                 
Design/Builder's Cost, Cost of the Work, Guaranteed Maximum Cost or in the
Scheduled and/or Milestone Completion Dates shall be made unless such refinement
or detailing results in changes in the scope, quality, function and/or intent of
the Drawings and Specifications not reasonably inferable or anticipatable by a
design-build construction manager/general contractor of Design/Builder's
experience and expertise.

C.  Change Order requests shall not be considered by Owner unless
prior written notice of the proposed Change Order is submitted to the Developer,
together with documentation detailing the proposed increase or decrease in the
Contract Sum caused by the proposed Change Order before commencement of the Work
contemplated therein.  No act, conduct or practice of Owner, Developer or any
other person or party shall constitute or result in a waiver of this
requirement, it being expressly understood and agreed that such requirement may
only be waived in writing.  Design/Builder shall price Change Orders which
involve material scope changes to the Project on the basis of competitive
pricing for such Work.

Section IX.  Payments
--------

A.  In full consideration of the full and complete performance of the
Work and all other obligations of Design/Builder hereunder, Owner shall pay to
Design/Builder a sum of money equal to the "Contract Sum" which is defined to be
the total of (i) the Cost of the Work, as hereinafter defined, (ii) the
Architect's Fee and Reimbursables, (iii) Design/Builder's Fee listed below,
subject to adjustment as provided in the Contract Documents, and (iv) the
Construction Contingency, which Contract Sum shall not exceed Twenty Five
Million, Three Hundred Twenty Six Thousand, Seventeen and 00/100 Dollars
($25,326,017.00) (hereinafter referred to as the "Guaranteed Maximum Cost")
subject to adjustments as provided in the Contract Documents, which Guaranteed
Maximum Cost consists of the following:

Estimated Design/Builder's Cost                $22,583,252.00
(including Allowances)              

Architect's Fees and Reimbursables               1,520,657.00

Design/Builder's Fee                               722,108.00

Construction Contingency                           500,000.00

Guaranteed Maximum Cost                        $25,326.017.00

13

The Architect's Fee and Reimbursables includes the unpaid balance of
the Design Contract. Such amount includes all fees, reimbursable expenses and
other amounts payable for design, architectural or engineering services under
the Design Contract or otherwise in connection with Design/Builder's design
obligation hereunder, and Design/Builder assumes responsibility for all amounts
now or hereafter owing to Architect.

The "Design/Builder's Fee" as listed above is defined to be the amount
equal to the fixed sum of Seven Hundred Twenty-Two Thousand One Hundred Eight
and 00/100 Dollars ($722,108.00) (subject to adjustment for the cost of Change
Order Work as provided in Section VIII hereof) subject to the adjusted
Guaranteed Maximum Cost. In the event that the Cost of the Work is less than the
adjusted Estimated Design/Builder's Cost, then Design/Builder's Fee shall remain
Seven Hundred Twenty-Two Thousand One Hundred Eight and 00/100 Dollars
($722,108.00) subject to adjustment pursuant to Section VIII hereof. In the
event that the Cost of the Work is greater than the adjusted Estimated
Design/Builder's Cost and less than the adjusted Guaranteed Maximum Cost, then
Design/Builder's Fee shall be equal to the Cost of the Work subtracted from the
adjusted Guaranteed Maximum Cost (minus the Architect's Fee and Reimbursables
and minus the Construction Contingency), subject to further adjustment pursuant
to the provisions of Section VIII hereof. In the event that the Cost of the Work
shall exceed the Guaranteed Maximum Cost, adjusted as provided herein,
Design/Builder shall pay such excess from its own funds and Owner shall not be
required to pay any part of such excess, and Design/Builder shall have no claim
against Owner on account thereof.

The "Construction Contingency" set forth in this Section IX is
included within the Guaranteed Maximum Cost and is the maximum sum available to
cover the costs (including impact costs) resulting from unforeseen conditions
and events not evidenced at the time of execution of this Agreement, such as (1)
refinement of details of design within the scope and standards of quality and
quantities on which the estimate was based, (2) abnormal field conditions, (3)
impact costs on materials and labor due to Change Orders, (4) time extensions,
(5) delays due to unusually severe weather conditions not reasonably
anticipatable, or (6) other causes of lost time which result in added costs or
claims which are not otherwise recoverable hereof.

The use of the Construction Contingency shall be mutually agreed upon
between Owner and Design/Builder; provided, however, that Design/Builder shall,
as a part of the monthly progress report, provide Owner with a statement on the
use of the Construction Contingency setting out charges made, if any, against
the Construction Contingency, and further noting the balance remaining in the
Construction Contingency. No sums may be charged to the Construction Contingency
except upon the mutual agreement of Owner and Design/Builder and then only to
the extent that the same have been paid or are to be paid by Design/Builder. All
charges to the Construction Contingency will be pursuant to appropriate Change
Order decreasing the amount of the Construction Contingency and increasing the
Estimated Design/Builder's cost with no adjustment of the Guaranteed Maximum
Cost. Any Construction Contingency remaining at the time of Final Payment shall
innure to the benefit of Owner.

In the event that the Cost of the Work shall be less than the
Estimated Design/Builder's Cost, adjusted as provided herein, the difference
between such Cost of the Work and such

14

Estimated Design/Builder's Cost shall constitute "Savings" (hereinafter so
called). Twenty-five percent (25%) of such Savings shall be paid to
Design/Builder as an additional fee ("Additional Fee"); the balance of all such
Savings shall accrue to Owner. In no event shall sums included under the
Construction Contingency, as Allowances or resulting from deductive Change
Orders or other reductions in the scope of the Project be used in the
determination of Savings; provided, however, that the foregoing shall not result
in an exclusion from Savings of reductions in costs achieved through the use of
substitutions or alternatives approved by Owner and first proposed by
Design/Builder after the execution hereof. Approval of any such substitutions or
alternatives shall be at Owner's sole discretion.

It is agreed that Design/Builder's Fee and any possible earnings under
the Additional Fee paragraph above are Design/Builder's full and complete fee
compensation for performing both the design and construction of the Work as
listed herein.

B.  The term "Cost of the Work" shall mean a sum of money equal to the
total of all of Design/Builder's Costs, as hereinafter defined.  The term
"Estimated Design/Builder's Cost" shall mean that sum of money set forth in
Section IX(A) opposite the term "Estimated Design/Builder's Cost," subject to
adjustment as provided in the Contract Documents, which sum is Design/Builder's
estimate of all Design/Builder's Costs that are to be incurred and paid by
Design/Builder in the performance of the Work.  The term "Design/Builder's
Costs" shall mean those costs necessarily incurred and paid by Design/Builder in
connection with the proper performance of all the Work.  Such Design/Builder's
Costs shall be at rates not higher than the standard paid in the locality of the
Work, except with prior written consent of Owner, and shall include and be
limited to the following items:

(1)  Wages paid for labor, including without limitation that of
design personnel in the direct employ of Design/Builder in the performance
of the design or construction of the Work under applicable collective
bargaining agreements, or under a salary or wage schedule agreed upon by
Owner and Design/Builder, and including welfare or other fringe benefits,
if any, as may be payable with respect thereto, and usual vacation pay and
incentive bonuses made by Design/Builder to its key employees engaged at
the construction site.

(2)  Salaries and fringe benefits of Design/Builder's design
professional, supervisory or administrative personnel when assigned to and
working on the Project and/or stationed at the field office, in whatever
capacity employed when necessary for the performance of the Work; such
personnel being subject to the approval in advance by the Developer.
Personnel engaged, at shops or on the road, in expediting the inspection,
production or transportation of material (including equipment) for the
Work. The number of employees in these classifications, and the rates of
pay, shall be subject to the prior approval of Owner.

(3)  Cost of contributions, assessments or taxes for such items as
Unemployment Compensation and Social Security, insofar as such cost is
based on the wages, salaries, or other remuneration paid to employees of
Design/Builder referred to in Section IX(B) (1) and (2) hereof.

15

(4)  Reasonable relocation, transportation, traveling and lodging
expenses (as approved by Owner) of representatives of Design/Builder
incurred in the discharge of duties related to the Work.

(5)  The cost (including transportation, storage, operating and repair
costs except of a capital nature) of all materials, equipment, temporary
structures, small tools not owned by workmen and supplies purchased or
rented for use in the performance of the Work.  Such costs shall include a
fair rental not to exceed eighty percent (80%) (unless otherwise approved
by Owner) of the published rates based on "Compilation of Nationally
Averaged Rental Rates", most recent edition, of the Associated Equipment
Distributors, approved by Owner in advance, for all tools and equipment
furnished by Design/Builder from its own stock; provided that the rental
paid for such equipment shall not exceed the market value of such equipment
at the time first utilized in connection with the Work.  Owner reserves the
right to dispose of all such materials, equipment, temporary structures,
tools and supplies which shall have been purchased, when no longer required
for the Work, and Design/Builder's Costs shall be credited for the proceeds
therefrom or the reasonable value of any items with respect to which Owner
takes title.

(6)  Amounts due under all subcontracts made in accordance with the
provisions of the Contract Documents, including, without limitation
contracts or subcontracts with architects, engineers or other design
professionals for the design of the Work.

(7)  The cost of telephone, telegrams, postage, photographs,
blueprints, office supplies, first aid supplies and related miscellaneous
costs incurred in connection with the Work.

(8)  Premiums on bonds and insurance, if any, that Design/Builder is
obligated to secure and maintain under the terms of the Contract Documents
and such other insurance and bonds as may be required, subject to the prior
approval of Owner.

(9)  Damages for patent infringements and costs of defending suits on
account of same to the extent that such damages or costs shall have arisen
out of the specification by Owner of a particular process or product of a
particular manufacturer and the infringement was unknown to Design/Builder
despite the exercise of due care.  Design/Builder hereby agrees to hold
harmless Owner against any and all other claims on account of patent
infringement arising out of Work.

(10) Fees for all municipal and other permits, prorated AGC Fees to
the extent attributable to labor costs of Design/Builder is connection with
the performance of the Work, licenses and patents, surveys and royalties,
if any.

(11) The cost of obtaining and using all utility services required for
the Work.

16

(12)  The cost of crossing or protecting any public utility, if
required, and as directed by Owner.

(13)  The cost of removal of all debris.  (All subcontracts shall
require subcontractors to remove all debris created by their activities and
Design/Builder shall exercise its best efforts to enforce such requirements
or to effect an appropriate back charge to those subcontractors who fail to
meet their requirements in this regard.) Provided, however, Design/Builder
shall not be required to remove debris created by Owner's separate
contractors except pursuant to Change Order procedure set forth
hereinabove.

(14)  The cost and expenses (actually sustained by Owner in connection
with the Work) of protecting and repairing adjoining property, if required
(Owner's prior approval for repairs will be obtained except in
emergencies), and of settlements for same made with the written consent of
Owner, except to the extent that any such cost is reimbursable by insurance
or otherwise, or is the responsibility of Design/Builder, or is due to the
failure of Design/Builder to comply with the requirements of the Contract
Documents with respect to insurance or to the failure of any officer of
Design/Builder or of any of its representatives having supervision or
direction of the Work to exercise good faith or at least the standard of
care normally exercised in the conduct of the business of a design/build
general contractor in the general vicinity of the project in any of which
events such expenses shall not be included in Design/Builder's Costs.

(15)  Federal, state, municipal, sales, use and other taxes, all with
respect to Services performed or materials or equipment furnished for the
Work and for which Design/Builder is liable.  It is understood that none of
the foregoing includes federal state or local income or franchise taxes.

(16)  Costs incurred due to an emergency affecting the safety of
persons and property, unless caused by the act or neglect of
Design/Builder, any subcontractor, supplier or laborer, or their employees
or agents.

(17)  All reasonable costs and expenditures necessary for the
operation of the field office, such as stationery, supplies, blueprinting,
furniture, fixtures, office equipment, etc.

(18)  Losses and expenses including insurance deductibles, not
compensated by insurance or otherwise, sustained by Design/Builder in
connection with the Work provided they have resulted from causes other than
the actual fault, neglect or responsibility of Design/Builder.  Such losses
shall include settlements made with the written consent and approval of
Owner.  No such losses and expenses shall be included in the Cost of the
Work for the purpose of determining Design/Builder's Fee.  If, however,
such loss requires reconstruction and Design/Builder is placed in charge
thereof, he shall be paid for its services a fee proportionate to that
stated in Section IX(A).

17

(19) Any other expenses or charges incurred, with the prior written
approval of Owner, in the prosecution of the Work.

C.   Design/Builder agrees to furnish and perform without other charge than
as a part of Design/Builder's Fee, the following services and costs:

(1)  Furnishing information as to the cost and availability of
materials and methods of construction which may be of value to
Design/Builder or Owner in determining the final architectural, structural,
mechanical and electrical design of the Work.

(2)  The services and related expenses, except as otherwise provided
in Section IX(B) hereof, of any officers or general office supervisory
personnel of Design/Builder and of personnel in Design/Builder's personnel,
legal, labor relations, insurance and tax departments and all other costs
of doing business, services and related expenses required to maintain and
operate Design/Builder's general offices and any established branch
offices, other than the field office for the Work.

(3)  The services of Design/Builder's purchasing, estimating and
accounting departments and clerical staff at Design/Builder's general or
established branch office.

(4)  Salary of any person employed during the execution of the Work at
the main office of Design/Builder, except as otherwise provided in Section
IX(B) hereof or in any regularly established branch office of
Design/Builder, unless such salary is included above in this definition or
is specifically authorized in writing in advance by Owner to be included
within the Cost of the Work.

(5)  Any part of Design/Builder's capital expenses, including interest
on Design/Builder's capital employed for the Work.

(6)  Overhead or general expenses of any kind, except as may be
expressly included above in the description and enumeration of the
specifications included in the term Cost of the Work.

(7)  Amounts required to be paid by Design/Builder for federal, state
or local income or franchise taxes.

(8)  Except as otherwise provided in Section IX(B) hereinabove, costs
due to the negligence of Design/Builder, any subcontractor or supplier
employed by Design/Builder or anyone directly or indirectly employed by any
of them, or for whose acts any of them may be liable, including but not
limited to the correction of erroneous, omitted or defective design or
construction of the Work, disposal of materials and equipment wrongfully
supplied, or making good any damage to property.

(9)  Interest charges on any equipment, materials, or other costs of
Work.

18

(10) Any off-site storage areas for Design/Builder's materials,
equipment, and tools together with all checking and store keeping.

(11) The costs of any item not specifically and expressly included in
the items described above in Section IX(B).

(12) Costs in excess of the Estimated Design/Builder's Cost.

D.   On or before the twenty-fifth (25th) day of each month during the
performance of the Work, Design/Builder shall submit to Owner for its approval a
request for payment ("Request for Payment") in form and substance satisfactory
to Owner (simultaneously therewith sending copies to such other parties as Owner
may direct).  Each Request for Payment shall be for a sum equal to (i) all of
Design/Builder's Cost incurred during the preceding month and (ii) ninety
percent (90%) of the pro rata portion of Design/Builder's Fee attributable to
Design/Builder's Cost set forth in such Request for Payment; provided, however,
that prior to the date of the Final Request for Payment, as hereinafter defined,
the aggregate of Design/Builder's Fee payments shall not exceed ninety percent
(90%) of Design/Builder's Fee amount as stated in Section IX(A) herein.
Design/Builder's Costs shall be segregated and detailed in a manner satisfactory
to Owner.  Requests for Payment shall include the value of materials or
equipment not incorporated in the Work but delivered and suitably stored at the
site or at some location agreed upon.  Title to all such equipment and materials
shall pass to Owner upon payment therefor or incorporation in the Work,
whichever shall first occur, and Design/Builder shall prepare and execute all
documents necessary to effect such transfer of title.

In each Request for Payment, Design/Builder shall certify that such Request
for Payment represents the amount due to Design/Builder under the terms of
Section IX(B) and shall also certify as follows:

"There are no known mechanics' or materialmen's liens outstanding at the
date of this requisition, all due and payable bills with respect to the Work
have been paid to date or are included in the amount requested in the current
application, and except for such bills not paid but so included, there is no
known basis for the filing of any mechanics' or materialmen's liens on the Work,
and releases from all subcontractors and materialmen have been obtained in such
form as to constitute an effective release of lien under the applicable laws of
the State of Texas."

Design/Builder shall furnish with each Request for Payment certification by
the Architect that all amounts so requested by Design/Builder are properly due
and owing and that the Work corresponding to the amounts requested in each
Request for Payment has been properly performed and completed in accordance with
this Agreement, the Drawings and Specifications, the Preliminary Building Plans
and the other Contract Documents. Architect shall make such certifications as if
Architect was engaged separately by Owner to provide architectural and contract
administration services.

Design/Builder shall furnish with each Request for Payment a waiver and
release of lien for itself and, beginning with the second Request for Payment,
for each of its subcontractors and suppliers having a contract or purchase order
of $10,000.00 or more, together with any other 

19

such forms required by Owner or Owner's title insurer or lender in order to
assure an effective release of mechanics' or materialmen's liens in compliance
with the applicable laws of the situs of the Project.

Design/Builder shall submit with each Request for Payment a monthly
progress report which shall set forth in detail the status of the Project as of
the date of such Request for Payment. The format of the progress report shall be
determined by Owner prior to submission of the initial Request for Payment,
however, the progress reports shall at a minimum describe those aspects of the
Work which have been commenced and the status thereof, enumerate the trades and
subcontractors then involved in the Work and the amount of personnel employed on
the Project by them, set forth the schedule for major portions of the Work for
the coming month, and include Design/Builder's appraisal of the progress and
cost of the Work together with recommendations as to any action which is
required by Owner. Each monthly progress report shall be accompanied by an
update of the CPM schedule (diagram only), the form of which shall be mutually
agreed to by Owner and Design/Builder at the time the format for the progress
report is determined. Additionally, Design/Builder shall provide Owner with
monthly progress photos of the Work. Design/Builder shall also furnish with each
Request for Payment complete cost detail and supporting documentation
substantiating the amounts set forth in the Request for Payment, including
copies of subcontractors' pay requests, invoices, labor sheets and other
information substantiating Design/Builder's right to payment, summarized and
verified by Design/Builder's accounting department. Owner may make such
adjustments to Design/Builder's previous, current or subsequent Requests for
Payment as warranted by Owner's review of the supporting documentation submitted
by Design/Builder.

Design/Builder shall not submit any Request for Payment which is
incomplete, inaccurate or lacks the detail, specificity or supporting
documentation required by this Section IX(B). Any Request for Payment that is
deficient in any such manner shall not constitute a valid Request for Payment,
and Design/Builder shall be required to resubmit said Request for Payment in
proper form prior to Owner incurring any obligation to make payment on account
thereof. Design/Builder specifically agrees that it shall not include in any
Request for Payment sums attributable to Work which Owner or Design/Builder have
rejected or which otherwise constitute or relate to applications for payments,
billings or invoices of subcontractors or suppliers which Design/Builder
disputes or for any other reason does not intend to pay.

Owner shall review each such Request for Payment and make such exceptions
as Owner reasonably deems necessary or appropriate under the current
circumstances. In no event shall Owner be required to make payment for items
disallowed by its lender(s).

On or about thirty (30) days following receipt of a Request for Payment
(unless such date falls on a weekend or holiday, then on the next business day)
and provided Design/Builder has submitted its Request for Payment and supporting
documentation in the manner and detail required by this Agreement, Owner shall
make payment to Design/Builder in the amount approved subject to Section IX(F)
hereof. The payment of any Request for Payment by Owner, including the final
Request for Payment, does not constitute approval or acceptance of any item of
cost in such Request for Payment.

20

Design/Builder agrees that ten percent (10%) of the amount due under each
subcontract shall be retained by Owner until final payment ("Final Payment"),
except that upon mutual agreement by Owner and Design/Builder, and with Owner's
lender's prior approval, payment in full may be made to those subcontractors
whose work is fully completed during the early stages of the Project or reduced
with respect to other contractors at such times as the parties may mutually
agree. Agreement to any such reduction shall not constitute a waiver of or
prejudice Owner's right to subsequently reinstitute full retainage should
circumstances justify such action in Owner's sole judgment.

Retainage under subcontracts shall be included in Design/Builder's Request
for Payment for the purpose of indicating the value of the Work performed,
however, Design/Builder shall not request payment thereof from Owner until such
retainage is actually payable hereunder.

Thirty (30) days after final completion of the Work and acceptance thereof
by Owner or as soon thereafter as possible, Design/Builder shall submit a final
request for payment ("Final Request for Payment") setting forth all amounts due
and remaining unpaid to Design/Builder. The Additional Fee, if any, shall be due
and payable only after Design/Builder's Costs are finally established and agreed
to by Design/Builder and Owner. The Final Request for Payment shall not be made
until Design/Builder delivers to Owner a complete release of all liens arising
out of this Agreement and an affidavit that so far as Design/Builder has
knowledge or information the release includes all Materials and Services for
which a lien could be filed. Design/Builder may, if any subcontractor or
supplier refuses to furnish a release in full, furnish a bond satisfactory to
Owner, Owner's title insurer and lender to indemnify Owner and such other
parties against any lien. Upon approval by Owner, Owner shall pay the amount due
under such Final Request for Payment. Anything to the contrary notwithstanding,
Final Payment shall not be made prior to thirty (30) days following final
completion of the Work.

E.   In no event shall any interest be due and payable by Owner to
Design/Builder, any subcontractor or any other party on any of the sums retained
by Owner pursuant to the Contract Documents.

F.   Any provision to the contrary notwithstanding, Owner shall not be
obligated to make payment hereunder if one or more of the following conditions
exists:

(1) Design/Builder is in default of any of its obligations hereunder
or otherwise is in default under any Contract Documents;

(2) Any part of such payment is attributable to Work that is defective
or not performed in accordance with the Drawings and Specifications;
provided, however, payment shall be made for Work performed in accordance
with the Drawings and Specifications and not defective;

(3) Design/Builder has failed to make payments promptly to
subcontractors or for material or labor used in the Work for which Owner
has made payment to Design/Builder;

21

(4) Owner in good faith determines that the portion of the Guaranteed
Maximum Cost then remaining unpaid will not be sufficient to complete the
Work in accordance with the Drawings and Specifications and the Preliminary
Building Plans, whereupon no additional payments will be due unless and
until Design/Builder, at its sole cost, performs a sufficient portion of
the Work so that the portion of the Guaranteed Maximum Cost remaining
unpaid is determined by Owner to be sufficient to complete the Work, or

(5) Owner in good faith determines that Design/Builder has not or will
not with prompt acceleration meet the Scheduled Completion Date.

No partial payment or release of retainage shall constitute final
acceptance or approval of the Work to which such partial payment relates or
relieves Design/Builder of any obligations hereunder.

G.  Except for Design/Builder's Fee and the Additional Fee, if any,
Design/Builder shall use the sums advanced to it pursuant to this Section IX
solely for the purpose of performance of the Work and the design of the Project
and the construction of the Improvements in accordance with the Drawings and
Specifications. No provision hereof shall be construed to require Owner to see
to the proper disposition or application of the monies paid Design/Builder.

H.  On or before the date of submittal of the initial Request for Payment,
Design/Builder shall furnish to Owner and Owner's lender an affidavit,
subordination and lien waiver agreement executed by Design/Builder. The
agreements shall be in form and substance satisfactory to Owner and Owner's
lender. Each party executing such agreement shall agree to subordinate its liens
for Work to be performed or Materials to be furnished to the liens and security
interests securing payment of any loan made by Owner's lender, and shall furnish
a release of all liens for Work performed and Materials furnished to the date of
such agreement. Each such party shall certify that all amounts owing to such
party through the date of such agreement have been paid in full, or if not paid
in full, shall set forth all such unpaid amounts.

I.  Design/Builder shall within ten (10) days following receipt of payment
from Owner pay all bills for labor and material performed and furnished by
others in connection with the design and/or construction of the Improvements and
the performance of the Work, and upon request by Owner shall provide Owner with
evidence of such payment. Design/Builder's failure to make payments within such
time shall constitute a material breach of this Agreement.

J.  Upon completion of the Work or the appropriate parts thereof, and
subject to Owner's prior approval thereof and right to take title thereto
pursuant to Section IX(B)(5) hereof, Design/Builder shall sell to a third party
or transfer to itself at the then fair market value thereof, all hoists,
scaffolding, forms, hand tools and other items purchased for use in the Work
with funds furnished as a part of Design/Builder's Costs. The amounts received
from such sale (or the fair market value thereof in the case of transfer to
Design/Builder) shall be credited against the amounts due from Owner hereunder.

22

Section X.  Discounts Rebates and Refunds
-----------------------------

Design/Builder shall take affirmative steps to ensure that is takes
full advantage of any and all available discounts, rebates, refunds and returns.
All cash discounts shall accrue to the Cost of the Work, and Design/Builder
shall notify Owner of the availability of such cash discounts in order that
Owner may make available funds therefor.  If Design/Builder shall fail to so
notify Owner, such cash discount shall accrue to the Cost of the Work.  All
trade discounts, rebates and refunds, and all returns from sale of surplus
materials and equipment shall accrue to the Cost of the Work and Design/Builder
shall endeavor to make provisions for the securing thereof.  Any discounts
accruing to the Cost of the Work pursuant to this paragraph shall not result in
adjustment of the Guaranteed Maximum Cost.

Section XI.  Compensation Retained by Owner
------------------------------

Design/Builder acknowledges that the Scheduled Completion Date and
Milestone Completion Dates are essential to Owner's leasing, marketing,
financing and development plans and therefore TIME IS OF THE ESSENCE in meeting
said dates. Design/Builder agrees that from the Contract Sum to be paid to
Design/Builder in accordance with the Contract Documents, Owner may retain as
"Delay Damages" twelve thousand five hundred and 00/100 Dollars ($12,500.00) per
day for each of the first forty (40) calendar days (including Saturdays, Sundays
and holidays) the Work remains uncompleted, which elapse between the time the
Work (or the relevant portion thereof) should have achieved Milestone or
Substantial Completion under the terms of the Contract Documents and the date
the Work (or the relevant portion thereof) actually achieves Milestone or
Substantial Completion, as applicable.  Design/Builder further agrees that the
Delay Damages shall be at the rate of twenty-five thousand and 00/100 Dollars
($25,000.00) per day for each such day after the first forty (40) days that such
Work remains uncompleted.  The foregoing amounts of Delay Damages shall
compensate Owner solely for the Project's unavailability and Owner's resulting
inability to use the Project for its intended purposes, and do not include (i)
any damages, additional costs or extended costs incurred by Owner for extended
administration of this Agreement or by Owner's agents, consultants, or
independent contractors for extended administration, (ii)  any increase in
financing costs resulting from the delay, (iii) actual costs incurred by Owner's
tenant and assessed or charged to Owner (including but not limited to costs of
storing tenant's furniture, fixtures, equipment or materials and cost of
overtime to complete the installation thereof), or (iv) any additional services
relating to, or arising as a result of the delay.  Owner shall be entitled to
claim against Design/Builder for its actual damages, including those as set
forth herein, which costs shall be computed separately.  Together with the per
diem Delay Damages, an amount equal to Owner's actual damages shall be either
deducted from the Contract Sum and/or billed to Design/Builder.  The parties
acknowledge and agree that the cost and expense to Owner for its inability to
use the Project are difficult if not impossible to determine, and the foregoing
per diem amounts represent amounts which Design/Builder acknowledges and agrees
Owner shall be entitled to recover and withhold without further demonstrating or
evidencing the nature, source, cause or value of Owner's damages.  The sums set
forth above are not to be construed in any way as a penalty, nor shall they
constitute liquidated damages or limit Owner from the recovery of the other
actual damages provided for herein and excluded from the damages for delayed
availability and use of the Project by Owner.

23

Section XII.  Subcontracts and Purchase Orders
--------------------------------

A.  Design/Builder shall invite bids from, and enter into contracts
and material orders with only subcontractors and suppliers who have first been
approved by Owner.  After receiving such bids, Design/Builder shall analyze them
and make recommendations for awards, accompanying its recommendation with all
pertinent data required for decision upon the award, and certifying that, to the
best of its knowledge, the bid of the recommended subcontractor or supplier is
bona fide, fair and reasonable.  All subcontracts shall, so far as practicable,
contain unit prices and any other feasible formula for use in the determination
of the cost of changes in the Work.  Design/Builder agrees to hold all
subcontractors, including all persons directly or indirectly employed by them,
responsible for any damages due to breach of contract or any negligent act and
to diligently endeavor to effect recoveries of such damages.

B.  Design/Builder shall contract solely in its own name and behalf
and not in the name or behalf of Owner, with the specified subcontractor or
supplier.  Design/Builder's subcontract and purchase order forms shall be
subject to approval of Owner and shall provide that subcontractor shall perform
its portion of the Work in accordance with all applicable provisions of this
Agreement and the other Contract Documents.  Design/Builder shall submit its
subcontract and purchase order forms to Owner for approval prior to use in
connection with the project, and shall promptly deliver to Owner a copy of all
executed subcontracts and purchase orders entered into in connection with the
Project.

C.  If the net effect of Owner's designation as the selected
subcontractors and suppliers (taking into account both subcontractors and
suppliers whose bids exceed those of bidders recommended by Design/Builder and
those whose bids are less than bidders recommended by Design/Builder) is the
selection of subcontractors and suppliers whose bids, in the aggregate, exceed
those of the bidders recommended by Design/Builder and approved by Owner as
complying with the Drawings and Specifications, the Estimated Design/Builder's
Cost and the Guaranteed Maximum Cost shall be increased by the amount by which
the bids of the designated subcontractors and suppliers exceed the bids of the
bidders recommended by Design/Builder.  Design/Builder's Fee set forth in
Section IX hereof shall not be increased on account of Owner's designation of
subcontractors or suppliers, regardless of the number of such designations or
the resulting increase in the Guaranteed Maximum Cost, if any.

D.  All subcontracts shall, so far as practicable, contain unit prices
and any other feasible formula for use in the determination of the cost of
changes in the Work.  Design/Builder agrees to hold all subcontractors,
including all persons directly or indirectly employed by them, responsible for
any damages due to breach of contract or any negligent act and to diligently
endeavor to effect recoveries of such damages.

Section XIII.  Insurance and Indemnification
-----------------------------

A.  Design/Builder shall provide Builder's Risk insurance on the terms
and conditions set forth in the General Conditions of the Contract attached
hereto as Exhibit I or in Exhibit C hereto, as applicable.  Design/Builder shall
---------       ---------                                             
also provide and cause its subcontractors to provide

24

workers' compensation and liability insurance coverages of the types and on the
terms and conditions set forth in the General Conditions hereto or Exhibit C
---------
hereto, as applicable, and the errors and omissions insurance in an amount of
not less than $1,000,000 of coverage of those providing design services as set
forth in the General Conditions or Exhibit C hereto, as applicable. The costs of
---------
all such insurance is included in the Estimated Design/Builder's Cost and the
Guaranteed Maximum Cost.

B.  DESIGN/BUILDER SHALL TO THE FULLEST EXTENT PERMITTED BY LAW
INDEMNIFY, DEFEND AND HOLD HARMLESS DEVELOPER, OWNER AND THE TENANT(S) OF THE
PROJECT, AND THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES RELATED ENTITIES AND THE
PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS AND EMPLOYEES THEREOF FROM AND
AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, DAMAGES, COST OR EXPENSE
(INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES) ARISING OUT OF,
RESULTING FROM OR OCCURRING IN CONNECTION WITH THE PERFORMANCE OF THE WORK THAT
IS (i) ATTRIBUTABLE TO ANY BODILY OR PERSONAL INJURY, SICKNESS, DISEASE OR DEATH
OF ANY PERSON OR ANY DAMAGE OR INJURY TO OR DESTRUCTION OF REAL OR PERSONAL
PROPERTY (OTHER THAN THE WORK ITSELF) INCLUDING THE LOSS OF USE THEREOF, AND
(ii) CAUSED IN WHOLE OR IN PART BY ANY NEGLIGENT, STRICT LIABILITY OR OTHER ACT
OR OMISSION OF DESIGN/BUILDER, ANY SUBCONTRACTOR OR SUB-SUBCONTRACTOR, THEIR
RESPECTIVE AGENTS OR EMPLOYEES OR ANY OTHER PARTY FOR WHOM ANY OF THEM MAY BE
LIABLE, AND REGARDLESS OF WHETHER SUCH IS CAUSED IN PART BY THE NEGLIGENT STRICT
LIABILITY OR OTHER ACT OR OMISSION OF A PARTY OR PARTIES IDENTIFIED HEREUNDER.

DESIGN/BUILDER SHALL INDEMNIFY AND SAVE HARMLESS EACH OF THE PARTIES
INDEMNIFIED UNDER THIS SECTION XIII FROM ANY AND ALL CLAIMS, LIENS, CLAIMS OF
LIENS (EXCEPT LIENS OR CLAIMS FOR LABOR, MATERIAL OR EQUIPMENT FOR WHICH THE
OWNER HAS NOT PAID THE DESIGN/BUILDER), DEMANDS, CAUSES OF ACTION OR SUITS OF
WHATEVER NATURE ARISING OUT OF THE SERVICES, LABOR, EQUIPMENT OR MATERIALS
FURNISHED BY DESIGN/BUILDER, INCLUDING WITHOUT LIMITATION THOSE ASSERTING
LABORERS', MECHANICS' OR MATERIALMEN'S LIENS (EXCEPT LIENS OR CLAIMS FOR LABOR,
MATERIAL, OR EQUIPMENT FOR WHICH THE OWNER HAS NOT PAID THE DESIGN/BUILDER), OR
ARISING OUT OF ANY ACTUAL OR ALLEGED VIOLATION OF LAWS, CODES, REGULATIONS,
RULES, ORDINANCES OR ORDERS OF ANY PUBLIC AUTHORITY OCCASIONED BY THE NEGLIGENCE
OR OTHER ACTS OR OMISSIONS OF DESIGN/BUILDER, THEIR RESPECTIVE AGENTS OR
EMPLOYEES OR ANY PARTY FOR WHICH ANY OF THEM MAY BE LIABLE, AND REGARDLESS OF
WHETHER SUCH IS CAUSED IN PART BY THE NEGLIGENT, STRICT LIABILITY OR OTHER ACT
OR OMISSION OF A PARTY OR PARTIES INDEMNIFIED HEREUNDER; PROVIDED, HOWEVER, THE
FOREGOING INDEMNITY SHALL NOT INCLUDE THE PORTION OF SUCH CLAIMS, DEMANDS OR
CAUSES OF ACTION FOR WHICH A PARTY INDEMNIFIED HEREUNDER IS DETERMINED TO BE
LIABLE DUE TO ITS OWN INDEPENDENT ACTS OR OMISSIONS.

THE FOREGOING INDEMNIFICATION OBLIGATIONS SHALL NOT BE CONSTRUED TO
NEGATE, ABRIDGE OR OTHERWISE REDUCE ANY OTHER RIGHTS OR OBLIGATIONS OF INDEMNITY
WHICH WOULD OTHERWISE EXIST IN FAVOR OF A PARTY INDEMNIFIED HEREUNDER NOR SHALL
IT LIMITED IN ANY WAY BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES,
COMPENSATION OR BENEFITS PAYABLE UNDER WORKERS' OR WORKMEN'S COMPENSATION ACTS,

25

DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFIT ACTS.  THE INDEMNITY
OBLIGATIONS CONTAINED IN THIS SECTION XIII SHALL SURVIVE ANY COMPLETION,
TERMINATION, ABANDONMENT OR EXPIRATION OF THIS AGREEMENT.

Section XIV.  Liens
-----

A.  Design/Builder shall not voluntarily permit any laborer's,
materialmen's, mechanics', or other similar lien to be filed or otherwise
imposed on any part of the Work or the property on which the Work is performed.
If any laborer's, materialmen's, mechanics, or other similar lien or claim
thereof is filed and Design/Builder does not cause such lien to be released and
discharged forthwith or file a bond in lieu thereof, Owner shall have the right
to pay all sums necessary to obtain such release and discharge and deduct all
amounts so paid from the Contract Sum.  Design/Builder shall indemnify and hold
harmless Owner from all claims, losses, demands, causes of action or suits of
whatever nature arising out of any such lien.

B.  Design/Builder shall and hereby does subordinate any and all
liens, rights and interest (whether choate or inchoate and including, without
limitation, all mechanics' and materialmen's liens under the applicable laws and
statutes of the state of the situs of the project) owned, claimed or held, or to
be owned, claimed or held by Design/Builder or anyone else acting or claiming
through or under Design/Builder in and to any part of the Work or the property
on which the Work is performed, to the liens securing payments of sums now or
hereafter borrowed by Owner in connection with construction of the Improvements.
Design/Builder shall execute such further and additional evidence of the
subordination of any and all liens, rights and interest as Owner's lenders may
require, including the form of Subordination Agreement attached hereto as
Exhibit G. The subordination of lien is made in consideration of and as an
---------                                                                 
inducement to the execution and delivery of this Agreement, and shall be
applicable despite any dispute between the parties hereto or any others, or any
default by Owner under the Contract Documents or otherwise.

C.  Design/Builder shall include in every subcontract relating to the
Work (including without limitation the electrical, mechanical, foundation and
excavation, and elevator subcontracts) to which it is a party and in each and
every lower tier subcontract, provisions (i) that the person or entity doing
work, performing labor or furnishing materials pursuant to each subcontract
agrees to subordinate any mechanics' or materialmen's lien or any other claim
against any part of the Work or the property on which the Work is performed for
or on account of any work done, labor performed or materials furnished under the
Contract Documents or such subcontract to the liens securing payment of sums now
or hereafter borrowed by Owner or applicable rights of any industrial or
development district or other governmental or quasi-governmental entity in
connection with construction of the Improvements, (ii) that the required
subordinations are made in consideration of and as an inducement to the
execution and delivery of this Agreement and the subcontract in which it
appears, and shall be applicable despite any dispute between or among Owner,
Design/Builder or any subcontractor or any default by Owner, Design/Builder or
any subcontractor under the Contract Documents or any other subcontract or
agreement and (iii) that Owner and Owner's lenders are express third party
beneficiaries who have supplied consideration for such subordinations.

26

Section XV.  Bonds
-----

A.  Design/Builder shall obtain and maintain during the performance of
the Work a performance bond and a labor and material payment bond, with obligee
rider, each in form and substance satisfactory to Owner.  The initial penal sum
for each such bond shall be in an amount equal to the Contract Sum and
thereafter the penal sums will be adjusted to reflect any adjustments to said
Contract Sum.  It is understood by Design/Builder and its surety that the penal
sum will automatically be deemed equal to the Contract Sum as adjusted from time
to time.  To evidence the above automatic adjustments of the penal sums,
Design/Builder shall provide to Owner and Owner's lender on a quarterly basis
(or at such other times as Owner or Owner's lender may request) a written
instrument executed by the surety evidencing such adjustments of the penal sums
for each such bond.  Such bonds shall be issued by independent corporate surety
of recognized financial standing satisfactory to Owner.  The cost of the
premiums for such bonds is included in the Estimated Design/Builder's Cost and
the Guaranteed Maximum Cost. All refunds, credits or dividends, if any, from any
such premiums shall be calculated at Final Payment and shall accrue to Owner.

B.  Any performance bond or labor and material payment bond furnished
by Design/Builder shall not include, and specifically excludes, the work
included in the Design Contract Scope of Work.

Section XVI.  Independent Contractor
----------------------

In performing its obligations hereunder, Design/Builder shall be
deemed an independent contractor and not an agent or employee of Owner.
Design/Builder shall have exclusive authority to manage, direct, and control the
Work.  Owner is interested in only the results obtained and not in the methods
used in achieving the results.

Section XVII.  Inspection and Audit
--------------------

A.  Design/Builder represents that it has inspected the location of
the Work and has satisfied itself as to the condition thereof and that the
Contract Sum is just and reasonable compensation for all the Work, including all
foreseen or foreseeable risks, hazards, and difficulties in connection
therewith.

B.  Owner at all times shall have access to the Work for inspection
thereof, but shall not be obligated to conduct any such inspection.
Design/Builder shall provide proper and safe facilities for such access and
inspection.  If any of the Work is required to be inspected or approved by any
public authority, Design/Builder shall cause such inspection or approval to
occur.

C.  Design/Builder understands and acknowledges that Owner's lenders
require periodic inspection and certification by an independent architect
designated and engaged by lender and by other authorities and agencies.
Design/Builder agrees to make the site available at all reasonable times for
such inspections and shall coordinate with Owner's Representative (as
hereinafter defined) as requested.

27

D.  No inspection performed or failed to be performed by Owner
hereunder shall be a waiver of any of Design/Builder's obligations hereunder or
be construed as an approval or acceptance of the Work of any part thereof.

E.  Design/Builder shall check all materials and labor entering into
the Work and shall keep full and detailed accounts thereof.

F.  In addition to Owner's other rights with regards to subcontracts
entered into by Design/Builder, Owner shall be permitted to review and audit
such subcontracts and the scope of work set forth therein.  Owner shall have
access to the Work and the right to audit all Design/Builder's books, records,
correspondence, instructions, drawings, receipts, vouchers and memoranda
relating to the Work, and Design/Builder shall preserve all such records for a
period of four (4) years after the Final Payment hereunder.

G.  It is understood and agreed that this Agreement, the General
Conditions of the Contract includes as Exhibit I hereto and the other Contract
---------                              
Documents provide for Owner's review and/or approval of various aspects of the
design, construction and performance of the Work.  Anything to the contrary
expressed or implied by the Contract Documents or otherwise notwithstanding, an
such reviews and approvals shall be solely for the benefit of Owner and may be
exercised or omitted in Owner's sole discretion.  Owner shall have no obligation
to conduct any review or inspection or to express or submit any approval, and
neither the doing so nor the failure to do so shall create or impose any duty,
obligation or liability on Owner.  It is further expressly understood and agreed
that no review, inspection or approval shall create any rights in any
architects, subcontractors or suppliers engaged by Design/Builder or in any
other third parties.

Section XVIII.  Survey; Record Drawings
-----------------------

A.  Concurrent with the Final Request for Payment, Design/Builder
shall furnish as-built surveys showing the exact locations of all structures and
water, sewer, gas, telephone, cable, cable TV and electric lines and mains and
of all easements for such utilities then existing.  Such surveys shall be
prepared by a licensed surveyor who shall certify that the Improvements are
installed and erected entirely upon the Exhibit A property and within the
---------                        
building restriction lines, if any, and do not overhang or encroach upon any
easement or right-of-way of others.

B.  During the progress of the Work, Design/Builder shall mark record
drawings to show the actual installation where the installation varies
substantially from the Work as originally shown, giving particular attention to
information on concealed elements that would be difficult to measure and record
at a later date. Design/Builder shall submit the marked-up record drawings prior
to Completion, preparing such documents so as to provide Owner with an as-built
set of documents depicting the Project as constructed. Where changes and
information are indicated on shop drawings, Design/Builder shall provided sepias
or vellums of such drawings as supplements to the record drawings. The drawings
shall be reviewed by Owner and returned to Design/Builder with comments.
Design/Builder shall make corrections necessary and submit the originals of the
final drawings to Owner.

28

Section IX.  Termination
-----------

A.  If Design/Builder fails to commence the design or construction of
the Work in accordance with the provisions of this Agreement or diligently
prosecute the design or construction of Work to completion thereof in a
diligent, efficient, timely, workmanlike, skillful and careful manner and in
strict accordance with the provisions of the Contract Documents (including the
Scheduled Completion Date), to use an adequate amount or quality of personnel or
equipment to complete the Work without undue delay, to perform any of its
obligations under the Contract Documents, or to make prompt payments to its
subcontractors, materialmen or laborers, then Owner shall have the right, if
Design/Builder shall not cure any such default after seven (7) days written
notice thereof (or, if such default is of such a nature as to be incapable of
cure within such period, shall not commence action to cure said default within
such period and thereafter diligently and continuously pursue such action to
complete such cure promptly, and in all events within thirty (30) days of such
notice), to (i) terminate this Agreement, (ii) take possession of and use all or
any part of Design/Builder's materials, equipment, supplies, and other property
of every kind used by Design/Builder in the performance of the Work and to use
such property in the completion of the Work, or (iii) complete the design and
construction of the Project in any manner it deems desirable, including engaging
the services of other parties therefor.  Any such act by Owner shall not be
deemed a waiver of any other right or remedy of Owner.  If after exercising any
such remedy the cost to Owner of the performance of the balance of the Work is
in excess of the unpaid portion of the Contract Sum, Design/Builder shall be
liable for and reimburse Owner such excess.

B.  If Owner fails to perform any of its obligations hereunder,
Design/Builder shall have the right to give Owner written notice thereof,
stating the nature of the default.  If Owner does not cure such default within
thirty (30) days after receipt of such notice, Design/Builder shall have the
right to terminate this Agreement by giving Owner written notice thereof at any
time thereafter while such default remains uncured and payment shall be made to
Design/Builder for all Work executed and for any proven loss sustained upon any
materials, equipment, tools, construction equipment and machinery, and
reasonable demobilization costs and fee earned to date of termination.

C.  Owner may, if Design/Builder neglects to prosecute the Work
properly or to perform any provision of the Contract Documents, or otherwise
does, or omits to do, anything whereby safety or proper construction may be
endangered or whereby damage or injury may result to person or property, after
three (3) days written notice to Design/Builder, without prejudice to any other
remedy Owner may have, make good all work, material, omissions or deficiencies,
and may deduct the cost therefor from the Contract Sum, but no action taken by
Owner hereunder shall affect any of the other rights or remedies of Owner
granted by this Agreement or by law or relieve Design/Builder from any
consequences or liabilities arising from such acts or omissions.

D.  It is recognized that if Design/Builder is adjudged a bankrupt, or
makes a general assignment for the benefit of creditors, or if a receiver is
appointed for the benefit of its creditors, or if a receiver is appointed on
account of its insolvency, such could impair or frustrate Design/Builder's
performance of this Agreement.  Accordingly, it is agreed that upon the

29

occurrence of any such event, Owner shall be entitled to request of
Design/Builder or its successor in interest adequate assurance of future
performance in accordance with the terms and conditions hereof. Failure to
comply with such request within ten (10) days of delivery of the request shall
entitle Owner to terminate this Agreement and to the accompanying rights set
forth above in Section XIX(A). In all events pending receipt of adequate
assurance of performance and actual performance in accordance therewith, Owner
shall be entitled to proceed with the Work with its own forces or with other
contractors on a time and material or other appropriate basis the cost of which
will be backcharged against the Contract Sum hereof.

E.  Owner hereby reserves the right to terminate this Agreement
without regard to fault or breach upon written notice to Design/Builder,
effective immediately unless otherwise provided in said notice.  In the event of
such termination, Owner shall pay as the sole amount due to Design/Builder in
connection with the Project (i) costs reimbursable hereunder for Work performed
to date plus Design/Builder's Fee on such costs (except retainage sums shall not
be paid prior to thirty (30) days following the date of termination); and (ii)
reasonable cost of termination.  Such sums will be due and payable on the same
conditions as set forth in Section IX hereof, for Final Payment to the extent
applicable.  Upon receipt of such payment, the parties hereto shall have no
further obligations to each other except for Design/Builder's obligations to
perform corrective and/or warranty work and to indemnify Owner as provided in
the Contract Documents for only that work performed prior to the date of
termination.  No fee or other compensation shall be due or payable for
unperformed Work.  Design/Builder agrees that each subcontract and purchase
order will reserve for Design/Builder the same right of termination provided by
this Section XIX(E), and Design/Builder further agrees to require that
comparable provisions be included in all lower tier subcontracts and purchase
orders.

F.  It is recognized and acknowledged that Owner (of affiliated or
related entities of Owner) by separate agreement(s) has engaged (and may engage)
Contractor as a contractor with respect to one or more other construction
projects.  Accordingly it is hereby agreed that any breach or default by
Contractor under this Agreement, or under any other agreement between Owner (or
affiliated or related entitled of Owner) and Contractor shall also be deemed a
breach or default under any and all agreement(s) between the parties.  It is
further agreed that to the extent such breach or default entitles Owner (or
affiliated or related entitles of Owner) to exercise any particular right or
remedy with respect to one agreement, Owner (or affiliated or related entities
of Owner) shall also be entitled to exercise said right or remedy with respect
to any other agreement(s).

G.  In the event that termination of Design/Builder or its successor
in interest pursuant to Section XIX(A) or (D) was wrongful, such termination
will be deemed converted to a termination for convenience pursuant to Section
XIX(E) and Design/Builder's remedy for wrongful termination in such event shall
be limited to the recovery of the payments permitted for termination for
convenience as set forth in Section XIX(E).

H.  The rights and remedies of Owner and Design/Builder under this
Section XIX shall be non-exclusive, and shall be in addition to all the other
remedies available to such parties at law or in equity, subject, however, in the
case of Design/Builder, to the limitations contained in Sections XIX(E) and (F)
and other provisions of this Agreement.

30

Section XX.  Notices
-------

All notices to be given hereunder shall be in writing, and all
payments to be made hereunder shall be by check, and may be given, served or
made by telecopy (with hard copy to follow) or by depositing the same in the
United States mail addressed to the authorized Representative (as specified in
Section XXX hereof) of the party to be notified, postage prepaid and registered
or certified with return receipt requested or by delivering the same in person
to the said authorized Representative of such party.  Notice deposited in the
mail in accordance with the provisions hereof shall be effective unless
otherwise stated in such notice or in this Agreement from and after the fourth
day next following the date postmarked on the envelope containing such notice,
or when actually received, whichever is earlier.  Notice given in any other
manner shall be effective only if and when received by the party to be notified.
All notices to be given to the parties hereto shall be sent to and made at the
addresses heretofore set forth.  The parties hereto shall have the right to
change their respective addresses on fifteen (15) days written notice specifying
the new address.

The parties' respective addresses for notice and payment purposes are:

If to Owner:             Wells Operating Partnership, L.P.
c/o Wells Capital, Inc.
Attn.: Senior Vice President Asset Management
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
Fax: (770) 200-8199

with a copy to:          Troutman Sanders LLP
Attn.: Mr. John W. Griffin
600 Peachtree Street, N.E., Suite 5200
Atlanta, Georgia 30308-2216
Fax: (404) 962-6577 and (404) 885-3900

with a copy to:          Champion Partners, Ltd.
Attn.: Robert D. Poynor
15601 Dallas Parkway, Suite 100
Addison, Texas 75001
Fax: (972) 490-5599

If to Design/Builder:    Thos. S. Byrne, Inc.
Attn.: Keith Bjerke
2777 Stemmons Freeway, Suite 998
Dallas, Texas 75207
Fax: (214) 267-0926

Telecopy notices shall not be effective unless confirmation of receipt is
provided. The parties agree to provide immediate confirmation of receipt of
telecopy communication.

31

Section XXI.  Title of Work
-------------

Immediately upon the performance of any part of the Work, as between
Design/Builder and Owner, title thereto shall vest in Owner; provided, however,
the vesting of such title shall not impose any obligations on Owner or relieve
Design/Builder of any of its obligations hereunder.

Section XXII.  Waiver
------

No consent or waiver, express or implied, by either party to this
Agreement to or of any breach or default by the other in the performance of any
obligations hereunder shall be deemed or construed to be a consent or waiver to
or of any other breach or default by such party hereunder.  Failure on the part
of any party hereto to complain of any act or failure to act of the other party
or to declare the other party in default hereunder, irrespective of how long
such failure continues, shall not constitute a waiver of the rights of such
party hereunder.  Inspection by, payment by, or tentative approval or acceptance
by Owner or the failure of Owner to perform any inspection hereunder, shall not
constitute a final acceptance of the Work or any part thereof and shall not
release Design/Builder of any of its obligations hereunder.

Section XXIII.  Conflicts
---------

In case of conflicts between the provisions of this Agreement, any
ancillary documents executed contemporaneously herewith or prior hereto, or any
other of the Contract Documents, the provisions of this Agreement (including all
exhibits) shall prevail.

Section XXIV.  Work in Progress
----------------

A.  Design/Builder shall protect and prevent damage to all unfinished
phases of Work, including but not limited to the protection thereof from damage
by the elements, theft, or vandalism.

B.  Design/Builder shall use reasonable efforts to complete and make
available portions of the Project for occupancy by Owner or its tenants prior to
the Scheduled Completion Date provided such occupancy does not delay the
Project.  Any such early occupancy shall be pursuant to an appropriate agreement
setting forth (i) responsibility for utility cost; (ii) commencement of warranty
obligations for the portion of the Improvements to be occupied; (iii) insurance
to be maintained by Owner or its tenants and their respective separate
contractors; and (iv) appropriate modification of Design/Builder's obligation to
indemnify Owner for Owner's partial negligence as such indemnity relates to the
area(s) to be occupied.  As portions of the Project are completed and occupied,
Design/Builder shall ensure that continuing construction activity will not
unreasonably interfere with the use or occupancy of the completed portions
thereof. Design/Builder recognizes that Owner and/or its tenant for the Project
will engage other contractors who will be performing other work at and within
the Project, and Design/Builder accepts such ongoing activity as a site
condition relative to its Work, and its schedule, costs and fee include time and
monies associated with performing work in such manner.  Design/Builder will
permit other contractors who are performing tenant work or other work in the
Project access 

32

to the Project and coordinate the Work with the work of such separate
contractors so that the work by such other contractors and the Work under this
Agreement do not interfere with each other.

Section XXV.  Compliance with Laws
--------------------

Any provisions hereof the contrary notwithstanding, Design/Builder
shall observe and abide by and perform all of its obligations hereunder in
accordance with all applicable laws, rules and regulations of all governmental
authorities having jurisdiction, including the Federal Occupational, Safety and
Health Act, the Americans with Disabilities Act, Texas Accessibility Standards,
and environmental statutes.  Design/Builder shall not transport, store or
introduce to the Project, nor specifically for use in its design or
construction, any hazardous substances, as that term is used in the
promulgations of the Environmental Protection Agency or The Texas Natural
Resources Conservation Commission.

Section XXVI.  Personnel
---------

All personnel used by Design/Builder in the performance of the Work
shall be qualified by training and experience to perform their assigned tasks.
At the request of Owner, Design/Builder shall not use in the performance of the
Work any personnel deemed by Owner to be incompetent, careless, unqualified to
perform the work assigned to him, or otherwise unsatisfactory to Owner.  It is
specifically agreed that Design/Builder's Project Manager shall be Damon Norman,
and its Superintendent shall be Ed Gaston. The Project Manager will devote such
time to Work as necessary to properly perform his respective duties to assure
that the Work will be diligently prosecuted in accordance with the Contract
Documents and the Project Manager win continue such role unless prior release is
approved or directed by Owner's Representative.  The Superintendents and other
approved personnel other than the Project Manager will be engaged in the
prosecution of the Work continuously on an exclusive, full time basis until
their role is completed, unless prior release is approved or directed by Owner's
Representative or unless such personnel shall cease to be employed by
Design/Builder.  Replacement of or addition to such key personnel shall
similarly be subject to prior approval by Owner.  Design/Builder further agrees
not to remove from the Work any employee that Owner considers to be necessary
for the proper performance of the Work without the prior approval of Owner.

Section XXVII.  Design/Builder's Warranties
---------------------------

Design/Builder represents and warrants that: (i) it is financially
solvent, able to pay its debts as they mature, and possessed of sufficient
working capital to complete this Agreement; (ii) it is able to furnish the
plant, tools, materials, supplies, equipment and labor, and is experienced in
and competent to perform the Work contemplated by this Agreement; (iii) it is
qualified to do the work herein and is authorized to do business in the State
where the Project is located; and (iv) it holds a license, permit or other
special license to perform the services included in this Agreement, as required
by law, or employs or works under the general supervision of the holder of such
license, permit or special license.

33

Section XXVIII.  Defects
-------

A.  Design/Builder shall (i) re-execute any parts of the Work that
fail to conform with the requirements of this Agreement that appear in the
progress of the Work, (ii) remedy any defects in the Work due to faulty
materials or workmanship which appear within a period of two (2) years of
Substantial Completion of the Project, or within such longer period of time as
may be set forth in the Drawings and Specifications or other Contract Documents;
and (iii) replace, repair or restore any parts of the Project or furniture,
fixtures, equipment or other items placed therein (whether by Owner or any other
party) that are injured or damaged by any such parts of the Work that do not
conform to the requirements of this Agreement or defects in the Work.  The
provisions of this Section XXVIII apply to work done by subcontractors of
Design/Builder as well as work done directly by employees of Design/Builder, but
shall not apply to corrective work attributable solely to the acts or omissions
of any separate contractor of Owner.  The cost to Design/Builder of performing
any of its obligations under this Section XXVIII shall not be included in the
Contact Sum and Design/Builder shall bear all extra costs such as additional
architectural, engineering and design services related to such corrective work.

B.  All corrective work shall be at no cost to Owner.  If, however,
Owner and Design/Builder deem it inexpedient to require the correction of Work
damaged or not done in accordance with the Contract Documents, an equitable
deduction from the Contract Sum shall be made by agreement between
Design/Builder and Owner.  Until such settlement, Owner may withhold such sums
as Owner deems just and reasonable from monies, if any, due Design/Builder.

C.  Design/Builder's express warranty herein shall be in addition to,
and not in lieu of any other remedies Owner may have under this Agreement, at
law, or in equity for defective Work.

D.  After the date of Substantial Completion, Design/Builder shall
grant to Owner or such other or additional parties as Owner may specify, a
nonexclusive assignment, of all warranties and guaranties in connection with the
Project, whether given by Design/Builder or any other contractors,
manufacturers, suppliers and vendors of Design/Builder with respect to the
Improvements and any materials used in the construction and installation
thereof. Design/Builder shall obtain with respect to the roof of the Project in
connection with initial construction: (a) a warranty for a period of two years
from the date of Substantial Completion on all labor and materials, and (b) a
warranty for a period of 20 years from the date of Substantial Completion on the
materials.

Section XXIX.    Confidentiality and Media Communications
----------------------------------------

A.  Owner is furnishing Design/Builder with certain information in
connection with Owner, Developer and the Project.  As a condition to the receipt
of such information, Design/Builder agrees to treat confidentially any
information concerning the Developer, Owner or the Project which is furnished to
Design/Builder or of which Design/Builder becomes aware, whether furnished or
discovered before or after the date of this Agreement, together with analyses,
compilations, studies or other documents or records prepared by Design/Builder
or its 

34

directors, officers, employees, advisors or representatives, all such
information being referred to herein as the "Material".

B.  Design/Builder hereby agrees that the Material will be used solely
for the purpose of performance under this Agreement and that the Material win be
kept confidential by Design/Builder and its representatives; provided, however,
that any of the Material may be disclosed to Design/Builder's representatives
who need to know the information contained therein for the purpose described
above, it being understood that (i) such representatives shall be informed by
Design/Builder of the confidential nature of such information and Design/Builder
shall cause such representatives to treat such information confidentially, (ii)
Design/Builder shall maintain a list of those persons to whom such information
has been disclosed, which list shall be presented to Developer upon request, and
(iii) in a any event Design/Builder shall be responsible for any breach of this
Agreement by any of its representatives.

C.  Without the prior written consent of Owner, Design/Builder will
not, and will direct Design/Builder's representatives to not, disclose the
Material or to disclose to any person the fact that the Material has been made
available to Design/Builder or that Design/Builder has inspected any portion of
the Material.  Without limitation on the foregoing, Design/Builder and its
representatives will not discuss the Material, including any prospective site
locations for the Project with members of the press, brokers or any other
persons.

D.  It is further understood and agreed that money damages would not
be a sufficient remedy for any breach of this provision of the Agreement and
that Owner shall be entitled to specific performance and injunctive or other
equitable relief as a remedy for any such remedy for breach.  Such remedy shall
not be deemed to be exclusive remedy for breach of this Agreement but shall be
in addition to all other remedies available at law or equity to Owner.

E.  The provisions relating to confidentiality in this Section of the
Agreement shall survive any termination of or completion of performance under
this Agreement.

Section XXX.  Representatives
---------------

A.  Developer shall be Owner's representative with respect to the
Project, authorized to act on Owner's behalf and with authority to execute any
and all instruments requiring Owner's approval, consent, action or instruction.
Design/Builder shall communicate with Owner through Developer, and any and all
notices and/or submittals required of Design/Builder under this Agreement or any
other Contract Document, including without limitation Requests for Payment,
Change Orders, requests for extension of time and/or claims for extras, shall be
submitted directly to Developer by Design/Builder.

B.  The Developer's Representative, with full authority to execute any
and all instruments requiring Developer's approval and to act on behalf of
Developer with respect to all matters arising out of this Agreement, is hereby
designated to be Robert Poynor unless and until Developer notifies
Design/Builder in writing that some other person shall be Developer's
Representative.

35

C.  Design/Builder's Representative with full authority to execute any
and all instruments requiring Design/Builder's signature and to act on behalf of
Design/Builder with respect to all matters arising out of this Agreement is
designated to be either of Keith Bjerke or Damon Norman.

D.  Developer, Owner and Design/Builder each will act in a reasonable
manner in the exercise of the rights and authorities granted to the respective
parties by this Agreement and the other Contract Document.

Section XXXI.    Assignment
----------

A.  Except as otherwise provided in this Section XXXI, neither party
to this Agreement shall assign this Agreement or sublet it as a whole without
the written consent of the other; nor shall Design/Builder assign any monies due
or to become due to it hereunder, without the previous written consent of Owner.
Owner may, however, assign this Agreement to any related party or entity
provided that such related party or entity has also taken title to the Project.
Subject to the foregoing, this Agreement shall inure to the benefit of and be
binding on the parties hereto and their respective successors and assigns.

B.  Design/Builder hereby assigns to Owner (and its assigns) all its
interest in any subcontracts and purchase orders now existing or hereinafter
entered into by Design/Builder for performance of any part of the design and/or
construction of the Work which assignment win be effective upon acceptance by
Owner in writing and only as to those subcontracts and purchase orders which
Owner designates in said writing.  Owner may accept said assignment at any time
during the course of construction prior to final completion.  All subcontracts
and purchase orders shall provide that they are freely assignable to Owner and
assigns.  It is further agreed and understood that such assignment is part of
the consideration to Owner for entering into this Agreement and may not be
withdrawn prior to final completion.

Section XXXII.   Lenders' Right to Complete
--------------------------

In the event of a default by Owner under its loan agreement, the
unperformed part of this Agreement will be performed by Design/Builder for the
benefit and at the expense of Owner's lender, should the lender so elect,
provided that there is no interruption in the prosecution of the Work and all
obligations of Owner to Design/Builder are paid or performed including payment
of progress payments pending at the time of said default.  If there are any
delays or interruptions as a result of the lender assuming the obligations of
Owner for any part of this Agreement, any additional cost involved and any
changes in completion or occupancy dates necessitated by such delays or
interruptions shall be subject to negotiation between the parties.  As further
consideration of this Agreement Design/Builder agrees to execute immediately
upon request by Owner the Subordination Agreement attached hereto as Exhibit G.
--------- 

Section XXXIII.  Limitation of Liability
-----------------------

A.  Notwithstanding anything herein to the contrary, in no event shall
Design/Builder have any claim against any partners of Owner, or any partners of
the partners of Owner, or the officers, directors, employees or shareholders of
any corporate partner of Owner or any corporate 

36

partner of a partner of Owner, Design/Builder hereby acknowledging that the
obligations of Owner are the responsibility solely of the entity so defined and
claims, if any, against Owner shall be limited to the assets of Owner,
Design/Builder unconditionally waiving any other claims. The foregoing agreement
is a part of the consideration for Owner entering into this Agreement with
Contractor.

B.  Design/Builder understands and acknowledges that Developer has
certain obligations to Owner in connection with the development of the Project,
and that Developer is and will seek advances, funding and reimbursement from
Owner of amounts owed to Developer, and will submit Design/Builder's Requests
for Payment hereunder to Owner for Owner's funding.  Design/Builder will, in
addition to any other requirements of the Contract Documents, cooperate and
comply with Developer's and Owner's requirements and requests regarding
submittals in order to facilitate payments from Owner, and acknowledges that
delays, incompleteness or irregularities in or lack of substantiation for
Design/Builder's Requests for Payment and other submittals may cause delays in
or the need for resubmittal of Design/Builder's Requests for Payment and other
submittals.

C.  Nothing contained in this Agreement or elsewhere shall create or
imply any agreement between Design/Builder and Developer or any obligation of
Developer to Design/Builder.  Design/Builder acknowledges that its agreement is
with Owner only and that neither Design/Builder nor any Subcontractor or Sub-
subcontractor shall have any right to payment from or to assert any claim
against Developer or any partner, officer, director, employee or shareholder
thereof.

Section XXXIV.   Nondiscrimination
-----------------

Design/Builder agrees that in the performance of its work under this
Agreement it will not knowingly violate any applicable laws or regulations
prohibiting discrimination in employment.

Section XXXV.    Construction of Terms
---------------------

Unless the context clearly intends to the contrary, words singular or
plural in number shall be deemed to include the other and pronouns having a
masculine or feminine gender shall be deemed to include the other.  The term
"person" shall be deemed to include an individual, corporation, partnership,
trust, unincorporated organization, government and governmental agency or
subdivision, as the context shall require.

Section XXXVI.   Captions
--------

The captions used for the Sections in this Agreement are inserted only
as a matter of convenience and for reference and in no way define, limit or
describe the scope of the intent of this Agreement or any Section hereof.

37

Section XXXVII.  Governing Law
-------------

This Agreement has been prepared, negotiated and executed in the State
of Texas, and shall be governed in all aspects by the laws of the State of
Texas.

Section XXXVIII. Entire Agreement
----------------

The Contract Documents constitute the entire agreement between the
parties hereto with respect to the matters covered thereby.  All prior
negotiations, representations and agreements with respect thereto not
incorporated in such Contract Documents are hereby canceled.  This Agreement can
be modified or amended only by a document duly executed on behalf of the parties
hereto.

38

IN WITNESS WHEREOF, this Agreement is hereby executed as of the date
first above set forth.

WELLS OPERATING PARTNERSHIP, L.P.
a Delaware limited partnership

By:  Wells  Real Estate Investment Trust, Inc.
a Maryland corporation,
its general partner

By:    /s/ Douglas P. Williams
-----------------------
Name:  Douglas P. Williams
-------------------
Title: Executive Vice President
------------------------

THOS. S. BYRNE, INC.
a Texas corporation

By:    /s/ Keith Bjerke
----------------
Name:  Keith Bjerke
------------
Title: VP. General Manager Dallas
--------------------------

39

EXHIBIT A

LEGAL DESCRIPTION

BEING a tract of land situated in the CORDELIA BOWEN SURVEY, ABSTRACT NO. 56,
DALLAS County, Texas, and being all of Lot 7, Block C of DFW FREEPORT, 12TH
INSTALLMENT, an Addition to the City of Irving, Texas, recorded in Volume 84246,
Page 317, Deed Records of DALLAS County, Texas said tract being more
particularly described by metes and bounds as follows:

BEGINNING at a 1/2 inch iron rod with "Halff Assoc., Inc." cap (hereafter
referred to as "with cap") found for corner at the North end of a right of way
corner clip at the intersection of the Northeast right of way line of Esters
Boulevard (80 foot right of way) and the Southeast right of way line of Freeport
Parkway (100 foot right of way);

THENCE North 54 degrees 19 minutes 10 seconds East, with said Southeast right of
way line of Freeport Parkway, a distance of 57.16 feet to a 1/2 inch iron rod
with cap found at the beginning of a curve to the left having a radius of 880.59
feet;

THENCE in a Northerly direction, continuing with said Southeast right of way
line and along said curve to the left, through a central angle of 44 degrees 00
minutes 00 seconds, an arc distance of 676.24 feet to a 1/2 inch iron with cap
found for corner;

THENCE North 10 degrees 19 minutes 10 seconds East, continuing along said right
of way line, a distance of 87.55 feet to a 1/2 inch iron rod with cap found for
corner, said point being the Southwest end of a right of way corner clip at the
intersection of said Southeast right of way line of Freeport Parkway and the
Southwest right of way line of Regent Boulevard (100 foot right of way);

THENCE North 55 degrees 19 minutes 10 seconds East, along said right of way
corner clip, a distance of 25.00 feet to a 1/2 inch iron rod with cap found for
corner on said Southwest line of Regent Boulevard;

THENCE South 79 degrees 40 minutes 50 seconds East, along said Southwest right
of way, a distance of 402.27 feet to a 1/2 inch iron rod with cap found at the
beginning of a curve to the right having a radius of 549.97 feet;

THENCE in a Southeasterly direction, continuing with said Southwest right of way
line, along said curve to the right, through a central angle of 43 degrees 56
minutes 10 seconds, an arc distance of 421.73 feet to a 1/2 inch iron rod with
cap found at the end of said curve;

THENCE, South 35 degrees 44 minutes 40 seconds East, continuing with said
Southwest right of way line, a distance of 88.38 feet to a 1/2 inch iron rod
with cap found for corner, said point being the Northern most corner of Lot 6,
Block C of said 12th Installment;

THENCE South 54 degrees 19 minutes 10 seconds West, departing said Southwest
right of way line and along the Northwesterly line of said Lot 6, passing at a
distance of 820.00 feet the Western most corner of Lot 6, also being the
Northern most corner of Lot 9B, Block C DFW Freeport, 12th Installment Revision,
an Addition to the City of Irving, Texas, recorded in Volume 94036, Page 4168,
Deed Records, DALLAS County, Texas, and continuing along the Northwesterly line
of said Lot 9B, in all a distance of 1208.41 feet to an "X" cut in concrete set
on said Northeast right of way line of Esters Boulevard;

THENCE North 35 degrees 40 minutes 50 seconds West, with said Northeast right of
way line, a distance of 433.97 feet to a 1/2 inch iron rod with cap found at the
South end of the aforementioned corner clip at the intersection of Esters
Boulevard and Freeport Parkway;

THENCE North 09 degrees 19 minutes 10 seconds East, with said right of way
corner clip, a distance of 25.00 feet to the POINT OF BEGINNING and CONTAINING
647,857 square feet or 14.873 acres of land, more or less.

EXHIBIT B

CONTRACT DOCUMENTS

(1)  Nissan Motor Acceptance Corporation Conceptual Structural Foundation &
Framing Plan, dated February 28, 2001, 4 sheets (S1.01, S2.01, S2.02,
S2.03) prepared by Brockette Davis Drake, Inc.

(2)  Nissan Motor Acceptance Corporation Specification/Narratives, dated August
30, 2000, prepared by HKS Architects and Brockette Davis Drake, The SWA
Group, Blum Consulting Engineering and The Staubach Company, as follows:

(i)    Interior Space Requirements Program, 16 pages
(ii)   Architectural/Interior Design Narrative (Shell), 5 pages
(iii)  Architectural/Interior Design Narrative (Interiors), 8 pages,
Revised November 27, 2000
(iv)   Landscape Design Narrative, 1 page
(v)    MEP Shell Building Outline Specifications, 32 pages
(vi)   MEP Interior Finishout Narrative, 4 pages

(3)  Developer Scope Summary Form (no date), 4 pages

(4)  Site Plan, as prepared by HKS, dated February 21, 2001 (superceded by
4/17/01 set).

(5)  Outline Specification: Roof, Glazing & Elevators, dated February 21, 2001.

(6)  Finish System for Preliminary Design, prepared by HKS, dated February 27,
2001.

(7)  Yasuda Fire & Marine Insurance Company letter of document review dated
August 30, 2000.

(8)  HKS Architects' memo of Construction Type Options (for fire rating) not
dated.

(9)  HKS Architects' Revised Plans; 6 sheets, dated April 17, 2001.

(10) Blum Consulting Engineers' memo specifications of McQuay equipment, dated
April 24,

(11) Geotechnical Investigation Report, prepared by HBC dated August, 1998,
Report #42-2053-98.

(12) Contract between Wells Operating Partnership, L.P. and Thos. S. Byrne, Inc.
and Exhibits A through I.

EXHIBIT C

------------------------------------------------------------------------------------------------------------------------------------
ACORD(TM)   CERTIFICATE OF LIABILITY INSURANCE                                                                   DATE(MM/DD/YY)
09/18/01
------------------------------------------------------------------------------------------------------------------------------------
PRODUCER                                                                             THIS CERTIFICATE IS ISSUED AS A MATTER OF
INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE
TUCKER AGENCY, INC.                                                                  CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT
P.O. BOX 2285                                                                        AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY
THE POLICIES BELOW.
-----------------------------------------------
COMPANIES AFFORDING COVERAGE
-----------------------------------------------
FORTH WORTH, TX 76113                                                                 COMPANY 
(817) 336-8620                                                                           A     ST PAUL GUARDIAN INSURANCE CO.
------------------------------------------------------------------------------------------------------------------------------------
INSURED                                                                               COMPANY 
THOS. S. BYRNE, INC.                                                        B     NATL UNION FIRE INS CO OF PITT 
-----------------------------------------------
900 SUMMIT AVENUE                                                        COMPANY
FORT WORTH, TX 76102                                                        C     THE TEXAS FUND (COMPGROUP ACG)
-----------------------------------------------
COMPANY
D
------------------------------------------------------------------------------------------------------------------------------------
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
------------------------------------------------------------------------------------------------------------------------------------

CO                                                       POLICY EFFECTIVE  POLICY EXPIRATION  
LTR            TYPE OF INSURANCE          POLICY NUMBER   DATE (MM/DD/YY)   DATE (MM/DD/YY)                  LIMITS
------------------------------------------------------------------------------------------------------------------------------------
GENERAL LIABILITY                                                                        GENERAL AGGREGATE         $ 2,000,000
-------------------------------------
A     [X] COMMERCIAL GENERAL LIABILITY    KK05100567        10/01/00           10/01/01        PRODUCTS.COMP/OP AGG      $ 2,000,000
-------------------------------------
[_][_] CLAIMS MADE: [X] OCCUR                                                            PERSONAL & ADV INJURY     $ 1,000,000
-------------------------------------
[_] OWNERS & CONTRACTORS PROT                                                            EACH OCCURRENCE           $ 1,000,000
-------------------------------------
A     [X] Contractual Liability                                                                FIRE DAMAGE (Any one fire) $  100,000
---------------------                                                                -------------------------------------
MED EXP (Any one person)  $    10,000
------------------------------------------------------------------------------------------------------------------------------------
AUTOMOBILE LIABILITY 
A     [X] ANY AUTO                        KK09100967-01     10/01/00           10/01/01        COMBINED SINGLE UNIT      $ 1,000,000
-------------------------------------
[_] ALL OWNED AUTOS                                                                      BODILY INJURY             $
(Per person)
-------------------------------------
[_] SCHEDULED AUTOS     

A     [X] HIRED AUTOS                                                                          BODILY INJURY             $
(Per accident) 
-------------------------------------
A     [X] NON-OWNED AUTOS
[_]                                                                                      PROPERTY DAMAGE           $
-------------------------                                                
[_]
------------------------------------------------------------------------------------------------------------------------------------
GARAGE LIABILITY                                                                         AUTO ONLY-EA ACCIDENT     $
-------------------------------------
[_] ANY AUTO                                                                             OTHER THAN AUTO ONLY:
-------------------------------------
EACH ACCIDENT       $
[_]                                                                                      -------------------------------------
------------------------- 
[_]                                                                                               AGGREGATE        $
------------------------------------------------------------------------------------------------------------------------------------
EXCESS LIABILITY                                                                         EACH OCCURRENCE           $50,000,000
-------------------------------------
B     [X] UMBRELLA FORM                   RE739258          10/01/00           10/01/01        AGGREGATE                 $50,000,000
-------------------------------------
[_] OTHER THAN UMBRELLA FORM                                                                                       $
------------------------------------------------------------------------------------------------------------------------------------
WORKERS COMPENSATION AND                                                                    WC STATU-    OTH
EMPLOYERS' LIABILITY                                                                        TORY LIMITS   ER     
-------------------------------------
EL EACH ACCIDENT          $   500,000
-------------------------------------
C     THE PROPRETOR/      [X] INCL        TSP0001096801    04/01/01            04/01/02        EL DISEASE-POLICY LIMIT   $   500,00
-------------------------------------
PARTNERS/EXECUTIVE
OFFICERS ARE:       [_] EXCL                                                             EL DISEASE-EA EMPLOYEE    $   500,000
------------------------------------------------------------------------------------------------------------------------------------
OTHER

------------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS

CERTIFICATE HOLDER & WELLS OPERATING PARTNERSHIP, L.P. ARE ADDITIONAL INSURED
ON ALL POLICIES EXCEPT WORKERS COMPENSATION. WAIVER OF SUBROGATION IN FAVOR OF 
CERTIFICATE HOLDER & WELLS OPERATING PARTNERSHIP, L.P.
------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATE HOLDER                                                   CANCELLATION
------------------------------------------------------------------------------------------------------------------------------------
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF. THE ISSUING COMPANY WILL ENDEAVOR
CHAMPION PARTNERS, LTD.                                  TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED
15601 DALLAS PKWY                                        TO THE LEFT. BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO
SUITE 100                                                OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS
ADDISON, TX 75001                                        AGENTS OR REPRESENTATIVES.
------------------------------------------------------------------
AUTHORIZED REPRESENTATIVE
TRACY TUCKER
/s/ Tracy Tucker
------------------------------------------------------------------------------------------------------------------------------------
ACORD 25-3(1795)                                                                                             ACORD CORPORATION 1988
------------------------------------------------------------------------------------------------------------------------------------

EXHIBIT D

ALLOWANCES

The following allowances, which total $5,445,243 in the aggregate, are to be
included within the scope of the Project (i.e. the Improvements) as part of the
work to be performed by the General Contractor:

(a)  $350,000 for dual feed electrical service.

(b)  $25,000 for demounting and relocating two existing generators. (This does
not include the provisions for a new third generator to be included in the
Project scope)

(c)  $1,330,000 for date/voice cabling.

(d)  $1,350,000 for kitchen/servery/dining equipment and finish out.

(e)  $132,000 for the finish-out of the Document Preparation and Computer
Setup/Storage Room.

(f)  $35,000 for blackout draperies/shades for conference rooms only.

(g)  $60,000 for elevator finish upgrade above standard finish provided by
elevator company.

(h)  $30,000 for the design, construction and installation of the lobby area
reception/security desk.

(i)  $15,000 for the second floor atrium balcony railing above the first floor
main lobby entrance.

(j)  Material allowances for furnishing and installing the following floor
finishes per the Preliminary Plans and the HKS, Inc. Finish System Schedule
are as follows, which when taken in the aggregate shall not exceed
$970,798:

1.   Carpet Tile -- $26.50 per square  yard
2.   Rubber Base - $1.00 per linear foot
3.   Natural Stone - $20.00 per square foot
4.   Ceramic Tile - $7.00 per square foot
5.   Quarry Tile - $6.00 per square foot
6.   Vinyl Composition Tile - $1.10 per square foot
7.   Rubber Flooring - $7.00 per square foot
8.   Wood Flooring - $10.00 per square foot

(k)  $50,000 for project signage. (This is to include all required
interior/exterior code related signs, tenant interior and exterior building
mounted or monument signs, and all site traffic directional signs.)

(l)  $20,000 for illuminating the north, west and south walls of the building by
using ground mounted up lights.

(m)  $450,000 for landscaping. (This is to include all landscape materials,
irrigation requirements, exterior hardscape features, and only the premium
for materials incorporated into concrete flatwork)

(n)  $33,000 for the five break room areas' appliances. (This is to include ten
(10) refrigerators @ $1,500 each, five (5) ice makers @ $900 each, five (5)
dishwashers @ $600 each, ten (10) microwave ovens @ $400 each, and five (5)
sinks with disposals @ $600 each, and installation).

(o)  $73,000 for the five (5) break room areas for millwork, bars, counters, and
upper/lower cabinets.

(p)  $20,800 for built in Men's and Women's Fitness Area lockers. (This is to
cover material and installation @ $400 each for 17 women's and 35 men's
full height plastic laminate finish lockers with combination locks.)

(q)  $60,000 for a pedestrian canopy. (This is based on a metal deck canopy 10'
wide x 350' long x 8' height, supported on tubular steel columns, complete
with piers, painting, and lighting.)

(r)  $20,000 for stone enhanced features at the exterior of the main entrance.

(s)  $40,000 for Armourcoat wall finishes. (This assumes a material allowance of
$10.00 per square foot, and that such material will be specified for the
Main Lobby and other core area wall finishes.)

(t)  $15,000 for nine (9) pair of fire rated magnetic hold-open doors with
frames and hardware at the main interior transfer stair.

(u)  $20,000 for two (2) stackable/folding doors. (This assumes an allowance of
$250 per linear foot for material, track, framing, and installation of
doors two 10' high x 45' long.)

(v)  $150,000 for millwork cabinets, counters, and shelving in copy rooms, main
rooms, utility rooms, closets, child care areas, and fitness area desk.
(This assumes all millwork to have plastic laminate finishes with melamine
shelving.)

(w)  $110,000 for all window blinds/covering.

(x)  $5,600 for two (2) 30' aluminum flag poles, complete with internal
halyards, foundations, base plates, and installations.

(y)  $20,000 for power assisted handicap compatible doors (main front and back
entrance doors).

(z)  $4,000 for ten (10) 52" four-blade variable speed, reversible motor ceiling
fans for the Fitness Center workout and aerobics areas.

(aa) $20,000 for material and installation of specialty accent and feature
lighting.

(bb) $20.00 per square yard (not to exceed $17,400 in total) for fabric
wallcovering over tackable substrate on longest sidewalls of the
Training/Video Conference and Reserved Dining Rooms.

(cc) $15.00 per square yard (not to exceed $18,645 in total) for vinyl
wallcovering in the rest rooms and dining rooms.

For items (j), (bb) and (cc) above, the aggregate or total dollar allowance for
each is based upon measured areas calculated by the General Contractor in its
review of the Preliminary Plans. In the event any of such areas so calculated by
the General Contractor is less than the actual such area, the allowance set
forth in (j), (bb) or (cc) above, whichever is applicable, shall be increased to
the lesser of (x) the actual aggregate or total cost of such item, or (y) the
amount based on the actual such area (or the actual pertinent dimension of such
area, as applicable) multiplied by the applicable per square yard, per square
foot or per linear foot allowance, with the increase of the amount as determined
in accordance with the foregoing provisions of this grammatical paragraph over
the amount currently set forth above in (j), (bb) or (cc) to be paid for by the
Landlord or the General Contractor directly or out of their respective
contingencies.

Exhibit E

Project Schedule

.  Start of Construction: Estimated to be January 8, 2002, but no later
than January 30, 2002 

.  Substantial Completion: 380 calendar days following Notice to Proceed
(380 days includes 30 weather days)

.  Provide Owner with notice of completion 35 days prior to Substantial  
Completion                                                            

.  Computer/Telecommunication Room Completion : 45 days prior to
Substantial Completion date

.  Commissioning Phase:  21 days prior to Substantial Completion         

.  Installation of Initial FF&E:  14 days prior to Substantial Completion

.  Completion of Punch List : Within 45 days following Substantial
Completion

EXHIBIT G

CONTRACTOR'S CONSENT AND AGREEMENT
----------------------------------

The undersigned ("Contractor") acknowledges the assignment by ________
__________________________________________ ("Owner"), to _______________________
("Lender"), as additional security for the obligations of Owner under a
Construction Loan Agreement ("Loan Agreement") between Owner (as Borrower) and
Lender (as Lender), dated __________________ of Owner's rights (but not Owner's
obligations) under the Construction Contract and any future modifications of the
Construction Contractor change orders ("Contract") between Owner and the
Contractor pertaining to the project contemplated by the Loan Agreement, such
project to be located upon certain real property described on Exhibit "A"
-----------
attached hereto and made a part hereto (the "Property"). Contractor hereby
consents to such assignment and represents and warrants to and agrees with
Lender as follows:

1.   The copy of the Contract attached hereto as Exhibit "B" is a
----------- 
true, correct and complete copy of the Contract, the Contract has not been
changed or modified, and the Contract is in full force and effect.

2.   If Owner defaults under the Loan Agreement, Lender may elect by a
specific request in writing to (i) have Contractor continue performance under
the Contract, in which case Contractor shall thereafter perform under the
Contract pursuant to the remainder of this Paragraph 2, or (ii) have Contractor
stop work on the project and vacate the Property, in which case Contractor shall
promptly do so. If Lender elects by specific request in writing to have
Contractor continue or recommence to perform work under the Contract, Contractor
shall continue or recommence performance on Lender's behalf under the Contract
in accordance with the terms thereof, provided that Contractor shall be
reimbursed in accordance with the Contract requested by Lender following such
notice. Contractor will look solely to the Owner for all sums owing under the
Contract attributable to periods of time prior to the date Contractor begins to
act on Lender's behalf and at Lender's specific request. Contractor's agreement
to act under the Contract for Lender will not depend upon Contractor being paid
any sums owing by the Owner under the Contract prior thereto nor on whether the
Owner has otherwise defaulted under the Contract. Nor will Lender be liable for
any amounts owing Contractor if Lender requests Contractor to stop work and
vacate the Property pursuant to clause (ii) above. lender shall not be liable
for any damages Contractor may be entitled to recover from Owner or for change
orders made by Contractor and not approved by Lender pursuant to the Loan
Agreement. "Lender" as used in this Paragraph includes Lender's successors or
assigns, any receiver in possession of the Property, any purchaser upon
foreclosure of Lender's security, or any corporation or other nominee formed by
or on Lender's behalf (collectively "Lender's Successors"). This Paragraph 2
shall not affect the rights of Lender or Lender's Successors upon or following a
foreclosure or transfer of title to the Property.

3.   If Owner defaults in making any payment or in performing any
other obligation under the Contract, Contractor shall promptly give Lender
written notice thereof, specifying the default and the steps necessary to cure
same; and if Contractor learns of any default in payment due any subcontractor
or other person supplying labor or materials for the project, Contractor shall
similarly advise the Lender thereof. Contractor will not exercise any remedy
available under the Contract, at law, or in equity arising from such default by
Owner until Lender shall have had the same opportunity to cure such default to
which Owner is entitled, if Lender so elects to cure such default, and such
longer period of time as may be necessary to obtain possession of, or title to,
the Property, provided that Lender shall have no obligation to cure any Owner
default. In the event the Contract provides for a cure period of less than
thirty (30) days in favor of Owner, Lender shall be entitled to cure such
default for a period of at least thirty (30) days notwithstanding such
provision. Any curative act done by Lender shall be as effective as if done by
Owner.

4.   Contractor shall not perform work under any change order without
first securing Lender's written consent to such change order unless: (a) the
Owner has certified to 

Contractor that Lender's consent is not required for such change order; and (b)
the cost of or reduction resulting from any single change or modification does
not exceed $_____________ and the aggregate amount of all such changes and
modifications does not exceed $_____________. In any such case, Contractor shall
promptly provide Lender or its construction consultant with a copy of such
change order or other modification. lender's consent shall not constitute any
assumption by Lender of any obligation under the Contract. In addition,
Contractor will not amend, modify, or terminate (except as specified below) the
Contract without the prior written consent of Lender, provided that contractor
may terminate the Contract because of a default by Owner thereunder to the
extent Contractor has such right in the Contract, provided Contractor has first
complied with Section 3 above.

5.   Contractor hereby expressly subordinates all contractual,
constitutional and statutory mechanics' and materialmen's liens to which
Contractor may be or become entitled, to all liens and security interest
securing the loan contemplated by the Loan Agreement and expressly waives any
right to remove any removable improvements from the Property. Contractor shall
require all subcontracts and purchase orders to contain a provision
subordinating the subcontractors' and materialmen's liens to the liens and
security interests securing the loan contemplated by the Loan Agreement and
expressly waiving the right to remove removable improvements from the Property.

6.   As of the date hereof, Contractor has no counterclaim, right of
set-off, defense or like right against Owner or Lender, and to the best of
Contractor's knowledge and belief, the Owner is not in default under the terms
of the Contract. Contractor is not in default under the terms of the Contract.

7.   Nothing herein shall be construed to confer any present benefits
on Contractor or to create any contractual arrangement between Contractor and
Lender or to impose upon Lender any duty to see to the application of the
proceeds of the loan contemplated by the Loan Agreement or to give any notice of
any type to Contractor. Contractor acknowledges that Lender is obligated under
the Loan Agreement only to the Owner and to no other person or entity.
Contractor is executing this Consent and Agreement to induce Lender to advance
funds under the Loan Agreement, and Contractor understands that Lender would not
do so but for contractor's execution and delivery of this Consent and Agreement.

8.   Contractor shall provide Lender promptly in each case with (a)
any information Contractor may have regarding defects in workmanship or
materials incorporated into or provided for the project which come to
Contractor's attention, (b) Contractor's estimate(s) of the stage(s) of
completion of the project, (c) any deviations or variations in construction of
the project from the plans and specifications used by Contractor, (d) any
information Contractor may have regarding any defaults by Owner, or any other
contractor or subcontractor under any construction contracts, and (e) any claims
of non-payment by any person furnishing labor or material in connection with
construction of the project.

9.   This Agreement shall bind and benefit Contractor, Lender and
their respective successors and assigns, including Lender's Successors, their
successors and assigns.

10.  Any notice for purposes of this Agreement shall be given in
writing or by telex or by facsimile (fax) transmission and shall be addressed or
delivered to the respective addresses set forth below, or to such other address
as may have been previously designated by the intended recipient by notice given
in accordance with this Section. If sent by prepaid, registered or certified
mail (return receipt requested), the notice shall be deemed effective when the
receipt is signed or when the attempted initial delivery is refused or cannot be
made because of a change of address of which the sending party has not been
notified; if transmitted by telex, the notice shall be effective when
transmitted (answerback) confirmed; and if transmitted by facsimile or personal
delivery, the notice shall be effective when received. Until changed by notice
given in accordance with this Section, the initial respective addresses for
notices are the following:

To Lender:

To Contractor:

11.  The provisions of this Agreement cannot be waived, modified or
amended unless such waiver, modification or amendment is in writing and is
executed on behalf of each of Lender and Contractor.

12.  No work of any kind, including the destruction or removal of any
existing improvements, site work, clearing, grubbing, draining or fencing of the
Property, has been commenced or performed on the Property and no equipment or
materials have been delivered to the Property for any purpose whatsoever.

13.  Neither the Contract, nor any memorandum or affidavit thereof,
has been recorded by or on behalf of Contractor in the county where the Property
is located or in any other county. No affidavit of commencement of construction
of any improvements, performance of labor, furnishing of materials, or providing
of specially fabricated materials in connection with the construction
contemplated by the Contract has been executed or filed by Contractor in the
county where the Property is located or in any other county. Contractor will,
however, join in the execution of such an affidavit once such work has commenced
in form and substance satisfactory to Lender.

14.  Contractor will address to Lender, naming Lender as an additional
named party or beneficiary, all certificates, statements, or representatives
regarding the completion of the project or any portion thereof.

By:_______________________________
Name:_____________________________
Title:____________________________
"CONTRACTOR"

E X H I B I T  H

Schedule of Values & Clarifications

Project: NMAC 

------------------------------------------------------------------
DESCRIPTION                              TS BYRNE
------------------------------------------------------------------
I.  SITE  & OFFICE BUILDING
------------------------------------------------------------------
Earthwork                                           $     118,000
------------------------------------------------------------------
Site Utilities                                            261,620
------------------------------------------------------------------
Site Specialties                                           15,442
------------------------------------------------------------------
Landscaping & Irrigation Allowance                        450,000
------------------------------------------------------------------
Concrete Paving & Markings                             w/concrete
------------------------------------------------------------------
Sidewalks                                              w/concrete
------------------------------------------------------------------
Building Concrete/Foundation                            3,096,394
------------------------------------------------------------------
Masonry                                                       NIC
------------------------------------------------------------------
EIFS                                                       16,190
------------------------------------------------------------------
Structural & Misc. Steel                                2,025,000
------------------------------------------------------------------
Rough/Finish Carpentry/Millwork                            29,528
------------------------------------------------------------------
Roofing                                                   272,951
------------------------------------------------------------------
Water-proofing, damp-proofing, caulking                    46,510
------------------------------------------------------------------
Fireproofing                                              216,929
------------------------------------------------------------------
Doors, Frames & Hardware                                  237,423
------------------------------------------------------------------
Windows/Glass/Glazing                                   1,180,450
------------------------------------------------------------------
Drywall Partitions and Ceilings                         1,107,100
------------------------------------------------------------------
Flooring - Tile, Marble, VCT, Carpet, etc.              1,001,644
------------------------------------------------------------------
Painting                                                  350,200
------------------------------------------------------------------
Miscellaneous Specialties and Accessories                  88,257
------------------------------------------------------------------
Window Blinds Allowance                                   110,000
------------------------------------------------------------------
Special Construction - Kitchen/Dining                   
Allowance                                               1,350,000 
------------------------------------------------------------------
Walkway Allowance                                          60,000
------------------------------------------------------------------
Elevators                                                 251,000
------------------------------------------------------------------
Elevators - Cabs - Finish Allowance                        60,000
------------------------------------------------------------------
HVAC & Plumbing                                         3,114,722
------------------------------------------------------------------
Fire Protection                                           249,500
------------------------------------------------------------------
Electrical                                              3,207,385
------------------------------------------------------------------
Site Lighting                                        w/electrical
------------------------------------------------------------------
Voice & Data Allowance                                  1,330,000
------------------------------------------------------------------
Duel Feed Allowance                                       350,000
------------------------------------------------------------------
Project Signage Allowance                                  50,000
------------------------------------------------------------------
Flag Pole Allowance                                         5,600
------------------------------------------------------------------
Miscellaneous                                             692,800
------------------------------------------------------------------
Subtotal Construction Costs          $  21,344,645
------------------------------------------------------------------
General Conditions                                        809,420
------------------------------------------------------------------
Builder's Risk & Liability Insurance                       99,143
------------------------------------------------------------------
Other - Define                                                  0
------------------------------------------------------------------
Permits                                                    60,901
------------------------------------------------------------------
Contingency                                               500,000
------------------------------------------------------------------
Contractor's Fee                                          722,108
------------------------------------------------------------------
Payment and Performance Bond                              171,853
------------------------------------------------------------------
Subtotal Fees, Gen.Cndtns., Ins.
Bond, Etc.                               $   2,363,425 
------------------------------------------------------------------ 
Accepted Alternates:                                 
------------------------------------------------------------------
Two (2) Year Warranty                                      77,858
------------------------------------------------------------------
20 Year Roof (Single Ply) Warranty                         19,432
------------------------------------------------------------------
Subtotal Alternates           $      97,290
------------------------------------------------------------------
HKS Fees & Reimbursables          $   1,520,657
------------------------------------------------------------------

------------------------------------------------------------------
T  O  T  A  L          $  25,326,017
------------------------------------------------------------------  

------------------------------------------------------------------
Project Schedule - Total Calendar Days/Mo.            380/12.5
------------------------------------------------------------------
Project Schedule - Includes Weather Days                   30
------------------------------------------------------------------

EXHIBIT H

Thos. S. Byrne, Inc.

Nissan Motor Acceptance Corporation
Irving, Texas

Division 1 - General Requirements

a)  Excludes city utility impact fees and/or roadway impact fees. Permit 
and meter fees are included as an allowance in the amount of $60,901.
b)  Addendums acknowledge include the following:
.  Addendum #1 dated May 11, 2001
.  Addendum #2 dated May 16, 2001
c)  Excludes laboratory testing including but not limited to soils, 
concrete, steel, compression and field control (provided by owner).

Division 2 - Sitework/Utilities

a)  Building pad construction for base bid is based on stripping the
building pad area free of vegetation and excavating 24" in depth to
prepare crawl space for suspended slab.
b)  Site and paving areas will be stripped of vegetation and cut/filled to
drain and compacted to 95% density.
c)  Concrete paving is based on 5" concrete, 3000 psi, reinforced w/No. 3
rebar at 18 o.c. over 95% compacted subgrade, unstabilized. Fire lanes
are based on 5" concrete, 3500 psi, reinforced w/No. 3 rebar at 18 o.c.
over 95% compacted subgrade, unstabilized. Fire lane limits are drives
east from Freeport Pkwy, north along the north/south drive, west along
the north side of the training building and north to Regent Blvd.
d)  Curb is based on a 6" concrete integral curb.
e)  Storm drainage is based on the parking area sloped to sheet drain to
perimeter curb inlets with RCP pipe to direct water underground to
existing city storm sewer system. Roof drains will run down the
interior side of the panels and underground to a lateral storm drain
system.
f)  Site Utilities are based on the following:
WATER
-----
.  8" Water Service 1300 lf
.  8" Fire line to building 80 lf
.  6" Fire hydrant lead 80 lf
.  (1) 8" double detector check
.  (4) ea. fire hydrants
.  4" domestic water line 80 lf
.  (1) 2" irrigation meter

1

SANITARY SEWER
--------------
.  8" sanitary sewer service 330 1f
.  Tie-in to existing manhole (up to 10' deep).
.  (2) ea. Cleanouts                          
.  (1) ea. Double cleanout                     

STORM SEWER                           
-----------                           
.  48" RCP 90 1f                    
.  42" RCP 130 1f                   
.  30" RCP 384 1f                   
.  24" RCP 732 1f                   
.  18" RCP 710 1f                   
.  (11) ea. 10' curb inlets         
.  (4) ea. 2' x 2' grate inlets     
.  15" HDPE pipe 150 1f.            
.  12" HDPE pipe 210 1f.            
.  10" HDPE pipe 275 1f.            
.  8" HDPE pipe 312 1f.             
.  6" HDPE pipe 350 1f.             
Utility inspection fees are included. 
City maintenance bond is included.     
g)  Earthwork is based on the following:
.  a balance site.                    
.  no import or select fill (base bid).
.  excludes lime stabilization.       
.  2' crawl space.                     

Division 3 - Concrete:

a)  Base bid includes an elevated slab over structural steel and metal
deck.     
b)  A 2" unreinforced mud slab is included for crawl space.
c)  Tiltwall panels are based on formed and poured on casting beds and not
on the slab over metal deck.
d)  Tiltwall panels are based on being braced from the outside perimeter of
building with a continuous grade beam to be abandoned in place.
e)  3000 psi concrete for all foundation concrete and mud slab.
f)  4000 psi for tiltwall panel construction.
g)  3500 psi for fire lanes.
h)  3000 psi for elevated slabs and paving.
i)  3000 psi lightweight on first floor slab only.
j)  4" concrete with 2" deck is assumed at the roof mechanical screen area
as shown on the architectural site plan.

2

k)  Drilled Piers are based on the following

.  (12) ea. 30" diameter piers 28' deep with 11' of rock penetration.
.  (136) ea. 30" diameter piers 28' deep with 5' of rock penetration.
.  (69) ea. 30" diameter piers 28' deep with 24' of rock penetration.
.  (66) ea. 18" diameter piers 28' deep with 4' of rock penetration.

Drilled piers are based on an estimated depth of 28' with referenced
penetration. Lesser/Greater depth of piers can be added/deducted per the
following:

.  18" Piers/lf.  Add $28.40  Deduct $6.00   Casing Add $17.00
------         -----   
.  30" Piers/lf.  Add $69.30  Deduct $13.00  Casing Add $22.00
------         ------

Note: Casing of piers is included in the base bid. If lesser depth of piers
is encountered credits for casing will be provided on a per pier basis by 
the drilling contractor.

Division 4 - Masonry (NIC)

Division 5 - Metals

a)  Steel tonnage is based on 1112 tons.

Division 7 - Thermal and Moisture Protection

a)  Paving control joints sealed with hot pour sealant.
b)  Tiltwall panel joints are assumed to be caulked both sides.
c)  Building slab joints are assumed not to be caulked.
d)  Waterproofing is based on liquid membrane at mechanical rooms only.

Division 8 - Doors and Windows

a)  Wood doors are assumed to be prefinished.
b)  Door frames at interior office and tenant office areas (excluding core,
mechanical, electrical and maintenance rooms) are based on prefinished
aluminum knockdown frames. Side lights are included only at offices,
conference rooms and departmental suites.

Division 9 - Finishes

a)  Zolotone finishes are based on $50.00 per gallon with 1 base color and 
3 suspended colors.
b)  Exterior tiltwall paint is based on one (1) color and a medium texture.
Exterior paint is assumed to be an elastomeric with 1 prime coat and 1 
finish coat.
c)  Typical ceiling heights are based on 10' a.f.f. and bathroom ceiling 
8'6" a.f.f.
d)  Tackable substrate is based on 1/4" cork with field applied fabric 
wallcovering.

3

e)   The Armour Coat allowance includes all labor materials and equipment 
to perform the Armour Coat finishes.
f)   Finish systems for 4, 6, 9, 10, 18, 21, 23, 25, 26 and 27 are per the 
following:
.    System #4 - wet walls and returns are tile, all other walls VWC.
.    System #6 - ceramic tile on walls behind the serving counter, all
others gyp board.
.    System #7 - assumes 1 back wall with acoustical panels and 1 long
wall of the private dining room with acoustical fabric panels.
All others VWC.
.    System #9 - assume 1 long wall as tackable and all others painted
gyp.
.    System #10 - All walls painted, aromourcoat deleted.
.    System #18 - Assume acrovyn panels to 36" a.f.f. and paint above 
to ceiling. Bumper guard at top of base and at 36".
.    System #21 - Assume 2 wet walls with acrovyn wainscot and paint 
above.
.    System #23 & 27 - Tile on wet walls and return walls, all other 
walls VWC.
.    System #25 & 26 - Assume 1 long wall mirrored and other walls 
painted.

Division 15 - Mechanical

a)   Fire dampers are assumed at electrical rooms and floor penetrations.
b)   Includes a fire pump with automatic transfer switch for fire 
protection system.
c)   Sprinkler heads do not include centering in ceiling tile.
d)   Sprinkler pipe is based on screwed, schedule 10 pipe.

Division 16 - Electrical

a)   Computer center excludes any special power requirements and special 
requirements for PDU's.

4

EXHIBIT 10.100

AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY FOR THE

INGRAM MICRO DISTRIBUTION FACILITY

AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY

THIS AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY (the "Agreement"), is
made and entered into as of the 7/th/ day of September, 2001, by and between
INGRAM MICRO L.P., a Tennessee limited partnership ("Seller") and WELLS
OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("Purchaser").

W I T N E S S E T H:
- - - - - - - - - - 

WHEREAS, Seller and the Industrial Development Board of the City of
Millington, Tennessee (hereinafter, "Issuer" or "Board") are parties to that
certain transaction wherein Issuer issued and sold to Lease Plan North America,
Inc. (hereinafter "Lessee") its Industrial Development Revenue Note (Ingram
Micro L.P.) Series 1995 (hereinafter the "Bond"), which Bond is secured by a Fee
Construction Mortgage Deed of Trust and Assignment of Rents and Leases, dated as
of December 20, 1995, recorded as Instrument FN 4355 in the Register's Office of
Shelby County, Tennessee (hereinafter the "Deed of Trust") from Issuer for the
benefit of Lessee; and

WHEREAS, Issuer is authorized under Sections 7-53-101 to 7-53-311,
inclusive, Tennessee Code Annotated, as amended (hereinafter the "Act") to
acquire, own and lease property for the public purpose of promoting industry and
developing trade by inducing manufacturing and commercial enterprises to locate
or remain in the State of Tennessee; and

WHEREAS, Issuer is the fee simple owner of certain parcels of land and
improvements in the City of Millington, Shelby County, Tennessee, as more
specifically described in Exhibit A attached hereto and made a part hereof (the
"Property"); and

WHEREAS, the proceeds of the Bond were used to finance the construction of
improvements on the Property; and

WHEREAS, Issuer ground leased the Property to Lessee under the terms of a
Bond Real Property Lease, dated as of December 20, 1995, and recorded as
Instrument No. 4357, aforesaid records (the "Bond Lease") under which Lessee
acquired a leasehold interest in the Property; and

WHEREAS, Seller, as construction agent and using funds from Lessee, built a
warehouse and office facility on the Property; and

WHEREAS, Lessee subleased the Property to Seller pursuant to the terms of a
Master Lease, dated as of December 20, 1995 (the "Master Lease"), which Master
Lease was structured as a "synthetic lease" in which Seller was entitled to
claim and retain all of the available tax benefits associated with ownership of
the Property; and

WHEREAS, Lessee assigned to Seller its leasehold interest in the Property,
along with other rights, title and interest existing under the Bond Lease,
including all of Lessee's rights, title and interest as tenant under the Bond
Lease, pursuant to the terms of the Absolute Assignment of Lease and Assumption
Agreement, dated as of December 20, 2000, and recorded as Instrument No. KV
3970, aforesaid records; and

WHEREAS, Seller became the owner of the Bond and Deed of Trust pursuant to
the terms of an Absolute Assignment of Note and Deed of Trust, dated as of
December 20, 2000, and recorded as Instrument No. KV 3969, aforesaid records;
and

WHEREAS, Seller wishes to assign its right, title and interest in the Bond
Lease, Bond and the Deed of Trust to Purchaser under the terms and conditions
set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the premises, the mutual
agreements contained herein, the sum of Ten Dollars ($10.00) in hand paid by
Purchaser to Seller at and before the sealing and delivery of these presents and
for other good and valuable consideration, the receipt, adequacy, and
sufficiency which are hereby expressly acknowledged by the parties hereto, the
parties hereto do hereby covenant and agree as follows:

1.  Assignment of Bond Lease. Subject to and in accordance with the terms
------------------------                                             
and provisions of this Agreement, Seller hereby agrees to assign, transfer and
set over to Purchaser its leasehold interest in and to the Property and all of
Seller's right title and interest as tenant under the Bond Lease, together with
all credits, deposits, rights of refusal and options (including, but not limited
to, any options to purchase or renew set forth in the Bond Lease).

2.  Assignment of Bond and Deed of Trust.  Subject to and in accordance
------------------------------------                               
with the terms and provisions of this Agreement, Seller hereby agrees to assign,
transfer and set over to Purchaser all of Seller's right , title and interest in
the Bond and Deed of Trust.

3.  Ancillary Property. The leasehold interest in the Property shall
------------------                                              
include the following:

(a)   All of that tract or parcel of land (the "Land") located in
Shelby County, Tennessee, containing approximately 39.223 acres, having an
address of 3820 Micro Drive, Millington, Tennessee, and being more particularly
described on Exhibit "A" hereto; and
-----------            

(b)   All of the rights, privileges, and easements appurtenant to the
Land, including all water rights, mineral rights, reversions, or other
appurtenances to said Land, and all right, title, and interest of Seller, if
any, in and to any land lying in the bed of any street, road, alley, or right-
of-way, open or proposed, adjacent to or abutting the Land; and

(c)   All buildings, structures, and improvements situated on the Land,
including, without limitation, that certain office/warehouse building containing
approximately 701,819 square feet of leasable space, the parking areas
containing approximately 692 parking spaces and other amenities located on the
Land, and all apparatus, built-in appliances, equipment, pumps, machinery,
plumbing, heating, air conditioning, electrical and other fixtures located on
the Land (all of which are herein collectively referred to as the
"Improvements"); and

(d)   All personal property, if any, owned or leased by Seller and used
in connection with the ownership and operation of the Property (the "Personal
Property") as distinguished from personal property owned or leased by Seller and
used in connection with its 

2

occupancy of the Property as a tenant.

4.  Earnest Money. Within two (2) business days after the full execution of
-------------                                                          
this Agreement, Purchaser shall deliver to Fidelity National Title Insurance
Company ("Escrow Agent"), whose offices are at 1300 Dove Street, Suite 310,
Newport Beach, California 92660, Purchaser's check, payable to Escrow Agent, in
the amount of $250,000.00 (the "Earnest Money"), which Earnest Money shall be
held and disbursed by Escrow Agent, Escrow No. 619849, in accordance with this
Agreement. The Earnest Money shall be paid by Escrow Agent to Seller at Closing
(as hereinafter defined) and shall be applied as a credit to the Purchase Price
(as hereinafter defined), or shall otherwise be paid to Seller or refunded to
Purchaser in accordance with the terms of this Agreement. All interest and other
income from time to time earned on the Earnest Money shall belong to Purchaser
and shall be disbursed to Purchaser at any time or from time to time as
Purchaser shall direct Escrow Agent. In no event shall any such interest or
other income be deemed a part of the Earnest Money.

5.  Purchase Price. Subject to adjustment and credits as otherwise
--------------                                                
specified in this Agreement, the purchase price (the "Purchase Price") to be
paid by Purchaser to Seller for the transactions contemplated herein shall be
TWENTY-ONE MILLION FIFTY THOUSAND AND 00/100 DOLLARS ($21,050,000.00), of which
the sum of One Dollar shall be allocated to the Bond and Deed of Trust, and the
balance allocated to the leasehold interest in the Property and the Bond Lease.
The Purchase Price shall be paid by Purchaser to Seller at the Closing (as
hereinafter defined) by cashier's check or by wire transfer of immediately
available federal funds, less the amount of Earnest Money and subject to
prorations, adjustments and credits as otherwise specified in this Agreement.

6.  Purchaser's Inspection and Review Rights. Purchaser and its agents,
----------------------------------------                           
engineers, or representatives, with Seller's reasonable, good faith cooperation,
shall have the privilege of going upon the Property as needed to inspect,
examine, test, and survey the Property at all reasonable times and from time to
time. Purchaser hereby agrees to hold Seller harmless from any liens, claims,
liabilities, and damages incurred through the exercise of such privilege, and
Purchaser further agrees to repair any damage to the Property caused by the
exercise of such privilege. At all reasonable times prior to the Closing (as
hereinafter defined), Seller shall make available to Purchaser, or Purchaser's
agents and representatives, for review and copying, all books, records, and
files in Seller's possession relating to the ownership and operation of the
Property, including, without limitation, title matters, surveys, tenant files,
service and maintenance agreements, and other contracts, books, records,
operating statements, and other information relating to the Property. Seller
further agrees to in good faith assist and cooperate with Purchaser in coming to
a thorough understanding of the books, records, and files relating to the
Property. Seller further agrees to provide to Purchaser prior to the date which
is five (5) days after the effective date of this Agreement the most current
surveys of the Land and Improvements and any title insurance policies,
appraisals, certificates of occupancy, zoning letters, building inspection
reports and environmental reports relating thereto and in the possession or
under the control of Seller.

7.  Inspection Period. Purchaser shall have thirty (30) days from the
-----------------                                                
mutual execution of this Agreement (the "Inspection Period") to make
investigations, examinations, inspections, 

3

market studies, feasibility studies, lease reviews, and tests relating to the
Property and the operation thereof in order to determine, in Purchaser's sole
opinion and discretion, the suitability of the Property for acquisition by
Purchaser. Purchaser shall have the right to terminate this Agreement at any
time prior to the expiration of the Inspection Period by giving written notice
to Seller of such election to terminate.

8.  Special Condition of Closing.  As a condition to closing the
-----------------------------                               
transaction contemplated herein, the consent of the Board of Issuer is required
to ensure compliance with the Act.  Seller and Purchaser hereby agree to
cooperate with each other in submitting all the necessary documents in a timely
manner for Board approval.

9.  General Conditions Precedent to Purchaser's Obligations Regarding the
---------------------------------------------------------------------
Closing. In addition to the other conditions to Purchaser's obligations set
-------                                                                    
forth in this Agreement, the obligations and liabilities of Purchaser hereunder
shall in all respects be conditioned upon the satisfaction of each of the
following conditions, any of which may be waived by written notice from
Purchaser to Seller:

(a)   Seller shall have complied in all material respects with and
otherwise performed in all material respects each of the covenants and
obligations of Seller set forth in this Agreement, as of the date of Closing (as
hereinafter defined).

(b)   All representations and warranties of Seller as set forth in this
Agreement shall be true and correct in all material respects as of the date of
Closing.

(c)   There shall have been no adverse change to the title to the
Property which has not been cured and the Title Company (as hereinafter defined)
shall have issued the Title Commitment (as hereinafter defined) on the Land and
Improvements without exceptions other than as described in paragraph 10 and the
Title Company shall be prepared to issue to Purchaser upon the Closing a
leasehold owner's title insurance policy on the Land and Improvements pursuant
to such Title Commitment.

(d)   Purchaser shall have executed and delivered the Indenture of
Lease (the "Ingram Lease") and Ingram Micro Inc., a Delaware corporation, shall
have executed and delivered the Guaranty all in the form attached hereto as
Exhibit B.
---------

(e)   Purchaser shall have received an appraisal confirming that the
value of the Property is equal to or greater than the Purchase Price.

(f)   Purchaser shall have received the Estoppel Certificate referred
to in Paragraph 12(c) hereof, duly executed by the Board at least five (5) days
prior to the end of the Inspection Period.

(g)   Purchaser shall have received the Certificate referred to in
Paragraph 12(d) hereof, duly executed by the Board at least five (5) days prior
to the end of the Inspection Period.

4

10.  Title and Survey.  Seller covenants and agrees that Seller, at its
----------------                                                  
sole cost and expense, shall, on or before five (5) days after the Effective
Date of this Agreement, cause Fidelity National Title Insurance Company (herein
referred to as the "Title Company"), to deliver to Purchaser its commitment
(herein referred to as the "Title Commitment") to issue to Purchaser, upon the
recording of the Absolute Assignment of Lease and Assumption Agreement, the
payment of the Purchase Price, and the payment to the Title Company of the
policy premium therefor, a leasehold owner's policy of title insurance, in the
amount of the Purchase Price, insuring good and marketable fee simple record
title to the Property to be in Purchaser subject only to the Permitted
Exceptions (as hereinafter defined), with affirmative coverage over any
mechanic's, materialman's and subcontractor's liens and with full extended
coverage over all general exceptions, and containing the following endorsements:
zoning, covenants, survey, contiguity and access.  Such Title Commitment shall
not contain any exception for rights of parties in possession other than an
exception for the right of Seller, as tenant under the Lease. If the Title
Commitment shall contain an exception for the state of facts which would be
disclosed by a survey of the Property or an "area and boundaries" exception, the
Title Commitment shall provide that such exception will be deleted upon the
presentation of an ALTA/ASCM  survey acceptable to Title Company, in which case
the Title Commitment shall be amended to contain an exception only for the
matters shown on the as-built survey which Seller shall obtain at its sole cost
and expense for the benefit of Purchaser.  Said survey shall include a
certification that the Property is zoned in a classification which will permit
the operating of the Property as a general office/distribution warehouse and any
conditions to the granting of such zoning have been satisfied.  Seller shall
also cause to be delivered to Purchaser together with such Title Commitment,
legible copies of all documents and instruments referred to therein. Purchaser,
upon receipt of the Title Commitment and the copies of the documents and
instruments referred to therein, shall then have twenty (20) days during which
to examine the same, after which Purchaser shall notify Seller of any defects or
objections affecting the marketability of the title to the Property. Seller
shall then have until the Closing to cure such defects and objections and shall,
in good faith, exercise reasonable diligence to cure such defects and
objections, and shall in all events pay or cause to be paid any monetary liens
against the Property which were incurred by, through or under Seller. Other than
said monetary liens, any defects or obligations not objected to by Purchaser
shall be deemed Permitted Exceptions.

11.  Representations and Warranties of Seller. Seller hereby makes the
----------------------------------------                         
following representations and warranties to Purchaser, each of which shall be
deemed material:

(a)  Bond Documents. Seller has delivered to Purchaser a true, correct
--------------                                                   
and complete copy of the Bond Lease, Bond, Deed of Trust and all amendments
thereto. Seller has not received any notice of termination or default under the
Bond Lease and to the best of Seller's knowledge, there are no existing or
uncured defaults by any party to the Bond Lease. Seller owns unencumbered legal
and beneficial title to the Bond and Deed of Trust. The Master Lease has expired
by its terms and is no longer in force and effect.

(b)  No Other Agreements. Other than as listed on Schedule 11(b), 
-------------------                                          
there are no leases, service contracts, management agreements, or other
agreements or instruments in force and effect, oral or written, to which Seller
is a party and that grant to any person whomsoever or 

5

any entity whatsoever any right, title, interest or benefit in or to all or any
part of the Property or any rights relating to the use, operation, management,
maintenance, or repair of all or any part of the Property.

(c)  No Litigation. There are no actions, suits, or proceedings
-------------                                             
pending, or, to the best of Seller's knowledge, threatened by any organization,
person, individual, or governmental agency against Seller with respect to the
Property or against the Property, nor does Seller know of any basis for such
action.

(d)  Condemnation. No condemnation or other taking by eminent domain 
------------                                                    
of the Property or any portion thereof has been instituted and, to the best of
Seller's knowledge, there are no pending or threatened condemnation or eminent
domain proceedings (or proceedings in the nature or in lieu thereof) affecting
the Property or any portion thereof or its use.

(e)  Proceedings Affecting Access. There are no pending or, to the 
----------------------------                                  
best of Seller's knowledge, threatened proceedings that could have the effect of
impairing or restricting access between the Property and adjacent public roads.

(f)  No Assessments. To the best of Seller's knowledge, no assessments
--------------                                                   
have been made against the Property that are unpaid, whether or not they have
become liens.

(g)  Condition of Improvements.  Seller is not aware of any structural
-------------------------                                        
or other defects, in the Improvements. The heating, ventilating, air
conditioning, electrical, plumbing, water, elevator(s), roofing, storm drainage
and sanitary sewer systems at or servicing the Land and Improvements are, to the
best of the Seller's knowledge, in good condition and working order and Seller
is not aware of any defects or deficiencies, latent or otherwise, therein. The
Improvements have been constructed in compliance with the Bond Lease and
applicable provisions of the City of Millington building regulations, and any
recorded covenants, conditions and restrictions.

(h)  Certificates. To the best of Seller's knowledge, there are
------------                                              
presently in effect permanent certificates of occupancy, licenses, and permits
as may be required for the Property, and the present use and occupation of the
Property is in compliance and conformity with the certificates of occupancy and
all licenses and permits. There has been no notice or request of any municipal
department, insurance company or board of fire underwriters (or organization
exercising functions similar thereto), or mortgagee directed to Seller and
requesting the performance of any work or alteration to the Property which has
not been complied with.

(i)  Violations. To the best of Seller's knowledge, there are no
----------                                                 
violations of law, municipal or county ordinances, or other legal requirements
with respect to the Property, and the Improvements thereon comply with all
applicable legal requirements with respect to the use, occupancy, and
construction thereof. The Property is zoned in a classification which permits
the use thereof in the present manner.  The Property is not located in a flood
hazard area.

(j)  Utilities. All utilities necessary for the use of the Property as
---------                                                        
an office 

6

building of the size and nature situated thereon and required to be furnished
pursuant to the Lease, including water, sanitary sewer, storm sewer,
electricity, and telephone, are installed and operational, and such utilities
either enter the Property through adjoining public streets, or, if they pass
through adjoining private land, do so in accordance with valid public easements
or private easements which inure to the benefit of the Property.

(k)  Tax Returns. All property tax returns required be filed by Seller
-----------                                                      
relating to the Property under any law, ordinance, rule, regulation, order, or
requirement of any governmental authority have been, or will be, as the case may
be, truthfully, correctly, and timely filed.

(l)  Bankruptcy. Seller is "solvent" as said term is defined by
----------                                                
bankruptcy law and has not made a general assignment for the benefit of
creditors nor been adjudicated a bankrupt or insolvent, nor has a receiver,
liquidator, or trustee for any of Seller's properties (including the Property)
been appointed or a petition filed by or against Seller for bankruptcy,
reorganization, or arrangement pursuant to the Federal Bankruptcy Act or any
similar Federal or state statute, or any proceeding instituted for the
dissolution or liquidation of Seller.

(m)  Pre-existing Right to Acquire.  No person or entity has any right
-----------------------------                                    
or option to acquire the Property or any portion thereof which will have any
force or effect after the execution of this Agreement, other than Purchaser.

(n)  Effect of Certification. To the best of Seller's knowledge and
-----------------------                                       
subject to  approval of the Board, neither this Agreement nor the transactions
contemplated herein will constitute a breach or violation of, or default under,
or will be modified, restricted, or precluded by the Bond Lease, Deed of Trust
or Permitted Exceptions.

(o)  Authorization. Seller is a duly organized and validly existing
-------------                                                 
limited partnership under the laws of the State of Tennessee, and is qualified
to do business in the State of Tennessee. This Agreement has been duly
authorized and executed on behalf of Seller and constitutes the valid and
binding agreement of Seller, enforceable in accordance with its terms, and all
necessary action on the part of Seller to authorize the transactions herein
contemplated has been taken, and no further action is necessary for such
purpose.

(p)  Seller Not a Foreign Person. Seller is not a "foreign person"
---------------------------                                  
which would subject Purchaser to the withholding tax provisions of Section 1445
of the Internal Revenue Code of 1986, as amended.

At Closing, Seller shall represent and warrant to Purchaser that all
representations and warranties of Seller in this Agreement remain true and
correct as of the date of the Closing, except for any changes in any such
representations or warranties that occur and are disclosed by Seller to
Purchaser expressly and in writing at any time and from time to time prior to
Closing upon their occurrence, which disclosures shall thereafter be updated by
Seller to the date of Closing. Subject to the limitations set forth elsewhere in
this Agreement, each and all of the express warranties, covenants, and
indemnifications made and given by Seller to Purchaser herein shall survive the

7

execution and delivery of the closing documents by Seller to Purchaser. If there
is any change in any representations or warranties, Seller shall cure or correct
such changes prior to Closing or post security acceptable to Title Company
pending resolution of such cure or correction. Any reference in this Paragraph
11 to the "best of Seller's knowledge" shall mean the actual knowledge of Paul
H. LaPlante, Senior Vice President of Ingram Micro Inc., and/or Michael Saady,
Managing Director of the Property, without any independent investigation or
research.

12.  Seller's Additional Covenants.  Seller does hereby further covenant
-----------------------------                                      
and agree as follows:

(a)  Operation of Property.  Seller hereby covenants that, from the
---------------------                                         
date of this Agreement up to and including the date of Closing, Seller shall:
(i) not negotiate with any third party respecting the sale of the Property or
any interest therein, (ii) not grant or otherwise create or consent to the
creation of any easement, restriction, lien, assessment, or encumbrance
respecting the Property, (iii) cause the Property to be operated, maintained,
and repaired in the same manner as the Property is currently being operated,
maintained, and repaired, and (iv) not modify or amend the Bond or Bond Deed of
Trust or enter into any new lease, contract, or other agreement respecting the
Property

(b)  Insurance. From and after the date of this Agreement to the date
---------                                                       
and time of Closing, Seller shall, at its expense, continue to maintain the all
risk fire and extended coverage insurance policy (including earthquake and
business interruption insurance) covering the Property which is currently in
force and effect.

(c)  Estoppel Certificate.  At least five (5) days prior to expiration
--------------------                                             
of the Inspection Period, Seller shall obtain and deliver to Purchaser a fully
completed estoppel certificate with respect to the Bond Lease in substantially
the form of Exhibit "C" (the "Estoppel Certificate"), duly executed by the
-----------                                                   
Board. The Estoppel Certificate shall be executed as of a date not more than
thirty (30) days prior to Closing.

(d)  Board Certificate.  At least five (5) days prior to expiration of
-----------------                                                
the Inspection Period, Seller shall obtain and deliver to Purchaser a fully
completed estoppel certificate with respect to the Bond in substantially the
form of Exhibit "D" (the "Bond Certificate"), duly executed by the Board. The
-----------                                                          
Bond Certificate shall be executed as of a date not more than thirty (30) days
prior to Closing.

(e)  Association Certificate.  At least five (5) days prior to
-----------------------                                  
expiration of the Inspection Period, Seller shall obtain and deliver to
Purchaser a fully completed estoppel certificate regarding any recorded
covenants to which the Property is subject executed by the party having control
over said covenants, if applicable,  in substantially the form of Exhibit "E"
-----------
(the "Association Certificate"). The Association Certificate shall be executed
as of a date not more than thirty (30) days prior to Closing.

(f)  Preservation of Bond Lease. Seller shall, from and after the
--------------------------                                  
date of this Agreement to the date of Closing, use its good faith efforts to
perform and discharge 

8

all of the duties and obligations and shall otherwise comply with every covenant
and agreement of the lessee under the Bond Lease.

(g)  As-Built Survey. Not less than five (5) days prior to the 
---------------                                           
expiration of the Inspection Period, Seller shall deliver to Purchaser a new,
"as built" survey of the Land and the Building (the "As-built Survey") dated not
more than thirty (30) days prior to the Closing certified to Purchaser,
Purchaser's lender, if any, and to the Title Company showing the boundaries and
the legal description of the Land, which survey shall be made in compliance with
the "Minimum Standard Detail Requirements for Land Title Surveys" established by
the ALTA/ACSM for Urban Land title surveys, including all items on Table A
thereof, except items 5, 12 and 14, and currently in effect. The As-built Survey
shall disclose no encroachments or improvements from or upon adjoining
properties, shall show the availability of all utility services at the perimeter
of the Land, and shall otherwise be in form and content sufficient to enable the
Title Company to issue its standard form of survey modification endorsement
modifying the general exception for matters of survey. The costs of each survey
delivered by Seller pursuant hereto shall be borne entirely by Seller.

13.  Closing.  Provided that all of the conditions set forth in this
-------                                                        
Agreement are theretofore fully satisfied or performed, it being fully
understood and agreed, however, that Purchaser may expressly waive in writing,
at or prior to Closing, any conditions that are unsatisfied or unperformed at
such time, the consummation of the sale by Seller and purchase by Purchaser of
the Property (herein referred to as the "Closing") shall be held at 2:00 p.m.,
local time, on or before the first business day which is not more than 10 days
after the end of the Inspection Period, at the offices of Title Company, or at
such earlier time as shall be designated by Purchaser in a written notice to
Seller not less than two (2) business days prior to Closing. Notwithstanding the
foregoing, Purchaser agrees to use commercially reasonable efforts to close the
transactions contemplated hereby on or before September 28, 2001.

14.  Seller's Closing Documents.  For and in consideration of, and as a
--------------------------                                        
condition precedent to, Purchaser's delivery to Seller of the Purchase Price
described in Paragraph 5 hereof, Seller shall obtain or execute, at Seller's
expense, and deliver to Purchaser at Closing the following documents (all of
which shall be duly executed, acknowledged, and notarized where required and
shall survive the Closing):

(a)  Absolute Assignment of Bond Lease and Assumption Agreement.  An
----------------------------------------------------------     
Absolute Assignment of Lease and Assumption Agreement in substantially the form
of Exhibit "F-1";
------------  

(b)  Absolute Assignment of Bond and Deed of Trust.  An Absolute
---------------------------------------------              
Assignment of Bond and Deed of Trust in the form and substance of Exhibit AF-2";
------------- 

(c)  Bill of Sale. A Bill of Sale conveying to Purchaser marketable
------------                                                  
title to the Personal Property, if any, in the form and substance of Exhibit
-------
"G";
---
(d)  Blanket Transfer. A Blanket Transfer and Assignment in the form
----------------                                               
and 

9

substance of Exhibit "H";
----------  

(e)  Seller's Affidavit. A customary seller's affidavit in the form
------------------                                            
required by the Title Company to satisfy the requirements of its commitment and
the endorsements contemplated by Paragraph 10 hereof;

(f)  FIRPTA Certificate. A FIRPTA Certificate in such form as
------------------
Purchaser shall reasonably approve;

(g)  Certificates of Occupancy. The original Certificates of occupancy
-------------------------                                        
for all space within the Improvements;

(h)  Marked Title Commitment. The Title Commitment, marked to change
-----------------------                                        
the effective date thereof through the date and time of recording the Absolute
Assignment of Bond Lease and Assumption Agreement and Absolute Assignment of
Bond and Deed of Trust from Seller to Purchaser, to reflect that Purchaser is
vested with the leasehold title to the Land and the Improvements, and to reflect
that all requirements for the issuance of the final title policy pursuant to
such Title Commitment have been satisfied;

(i)  Settlement Statement. A settlement statement setting forth the
--------------------                                          
amounts paid by or on behalf of and/or credited to each of Purchaser and Seller
pursuant to this Agreement;

(j)  The Lease. The Ingram Lease by and between Purchaser, as 
---------                                                
Landlord, and Seller, as Tenant; and

(k)  Other Documents. Such other documents as shall be reasonably
---------------                                             
required by Purchaser's counsel.

15.  Purchaser's Closing Documents. Purchaser shall obtain or execute and
-----------------------------                                       
deliver to Seller at Closing the following documents, all of which shall be duly
executed and acknowledged where required and shall survive the Closing:

(a)  The Lease. The Ingram Lease by and between Purchaser, as 
---------                                                
Landlord, and Seller as Tenant;

(b)  Settlement Statement. A settlement statement setting forth the
--------------------                                          
amounts paid by or on behalf of and/or credited to each of Purchaser and Seller
pursuant to this Agreement;

(c)  Absolute Assignment of Bond Lease and Assumption Agreement. The
----------------------------------------------------------     
Absolute Assignment of Lease and Assumption Agreement;

(d)  Absolute Assignment of Bond and Deed of Trust. The Absolute
---------------------------------------------              
Assignment of Bond and Deed of Trust; and

10

(e) Other Documents. Such other documents as shall be reasonably
---------------                                             
required by Seller's counsel.

16.  Closing Costs.  Seller shall pay the cost of the Title Commitment,
-------------                                                     
including the cost of the examination of title to the Property made in
connection therewith, the premium for leasehold policy of title insurance issued
pursuant thereto, the cost of any transfer or documentary tax on the Absolute
Assignment of Lease and Assumption Agreement and/or Absolute Assignment of Bond
and Deed of Trust imposed by any jurisdiction in which the Property is located,
the cost of the as-built survey, the attorneys' fees of Seller, and all other
costs and expenses incurred by Seller in closing and consummating the purchase
and sale of the Property pursuant hereto. Purchaser shall pay the attorneys'
fees of Purchaser, and all other costs and expenses incurred by Purchaser in
closing and consummating the purchase and sale of the Property pursuant hereto.
Each party shall pay one-half of any escrow fees.

17.  Prorations.  The following items shall be prorated and/or credited
----------                                                        
between Seller and Purchaser as of Midnight preceding the date of Closing:

(a) Rents. Rents, additional rents, and other income of the Property
-----                                                           
(other than security deposits, which shall be assigned and paid over to
Purchaser) collected by Seller for the month of Closing. Purchaser shall also
receive a credit against the Purchase Price payable by Purchaser to Seller at
Closing for any rents or other sums (not including security deposits) prepaid
for any period following the month of Closing, or otherwise.

(b) Property Taxes. City, state, county, and school district ad
--------------                                             
valorem taxes based on the ad valorem tax bills for the Property, if then
available, or if not, then on the basis of the latest available tax figures and
information. Should such proration be based on such latest available tax figures
and information and prove to be inaccurate upon receipt of the ad valorem tax
bills for the Property for the year of Closing, either Seller or Purchaser, as
the case may be, may demand at any time after Closing a payment from the other
correcting such malapportionment. In addition, if after Closing there is an
adjustment or reassessment by any governmental authority with respect to, or
affecting, any ad valorem taxes for the Property for the year of Closing or any
prior year, any additional tax payment for the Property required to be paid with
respect to the year of Closing shall be prorated between Purchaser and Seller
and any such additional tax payment for the Property for any year prior to the
year of Closing shall be paid by Seller. This provision shall expressly survive
the Closing.

(c) Utility Charges. Seller shall pay all utility bills received prior
---------------                                                   
to Closing and shall be responsible for utilities furnished to the Property
prior to Closing. Purchaser shall be responsible for the payment of all bills
for utilities furnished to the Property subsequent to the Closing. Seller and
Purchaser hereby agree to prorate and pay their respective shares of all utility
bills received subsequent to Closing, which agreement shall survive Closing.

18.  Purchaser's Default. In the event of default by Purchaser under the
-------------------                                                
terms of this Agreement, Seller's sole and exclusive remedy shall be to receive
the Earnest Money as 

11

liquidated damages and thereafter the parties hereto shall have no further
rights or obligations hereunder whatsoever. It is hereby agreed that Seller's
damages will be difficult to ascertain and that the Earnest Money constitutes a
reasonable liquidation thereof and is intended not as a penalty, but as fully
liquidated damages. Seller agrees that in the event of default by Purchaser, it
shall not initiate any proceeding to recover damages from Purchaser, but shall
limit its recovery to the retention of the Earnest Money.

Seller's Initial ______________  Purchaser's Initials__________

19.  Seller's Default.  In the event of default by Seller under the terms
----------------                                                    
of this Agreement, including, without limitation, the failure of Seller to cure
any title defects or objections, except as otherwise specifically set forth
herein, at Purchaser's option: (i) Purchaser shall have the right to terminate
this Agreement by giving written notice of such termination to Seller, whereupon
Escrow Agent shall promptly refund all Earnest Money to Purchaser, and Purchaser
and Seller shall have no further rights, obligations, or liabilities hereunder,
except as may be expressly provided to the contrary herein; or (ii) Purchaser
shall have the right to accept title to the Property subject to such defects and
objections with no reduction in the Purchase Price, in which event such defects
and objections shall be deemed "Permitted Exceptions"; or (iii) Purchaser may
elect to seek specific performance of this Agreement, provided that, except as
provided in the next sentence, Seller shall not be required to expend more than
$250,000 in connection with any such performance. Notwithstanding the foregoing,
if any such defects or objections arose by, through, or under Seller or if any
such defects or objections consist of taxes, mortgages, deeds of trust, deeds to
secure debt, mechanic's or materialman's liens, or other such monetary
encumbrances, Purchaser shall have the right to cure such defects or objections,
in which event the proceeds due Seller at Closing shall be reduced by an amount
equal to the costs and expenses incurred by Purchaser in connection with the
curing of such defects or objections, and upon such curing, the Closing hereof
shall proceed in accordance with the terms of this Agreement.

20.  Condemnation.  If, prior to the Closing, all or any part of the
------------                                                   
Property is subjected to a bona fide threat of condemnation by a body having the
power of eminent domain or is taken by eminent domain or condemnation (or sale
in lieu thereof), or if Seller has received notice that any condemnation action
or proceeding with respect to the Property is contemplated by a body having the
power of eminent domain, Seller shall give Purchaser immediate written notice of
such threatened or contemplated condemnation or of such taking or sale, and
Purchaser may by written notice to Seller given within thirty (30) days of the
receipt of such notice from Seller, elect to cancel this Agreement. If Purchaser
chooses to cancel this Agreement in accordance with this Paragraph 20, then the
Earnest Money shall be returned immediately to Purchaser by Escrow Agent and the
rights, duties, obligations, and liabilities of the parties hereunder shall
immediately terminate and be of no further force and effect. If Purchaser does
not elect to cancel this Agreement in accordance herewith, this Agreement shall
remain in full force and effect and the sale of the Property contemplated by
this Agreement, less any interest taken by eminent domain or condemnation, or
sale in lieu thereof, shall be effected with no further adjustment and without
reduction of the Purchase Price, and at the Closing, Seller shall assign,
transfer, and set over to Purchaser all of the right, title, and interest of
Seller in and to any awards 

12

that have been or that may thereafter be made for such taking.

21.  Damage or Destruction.  If any of the Improvements shall be destroyed
---------------------                                                
or damaged prior to the Closing, and the estimated cost of repair or replacement
exceeds $250,000.00, Purchaser may, by written notice given to Seller within
twenty (20) days after receipt of written notice from Seller of such damage or
destruction, elect to terminate this Agreement, in which event the Earnest Money
shall immediately be returned by Escrow Agent to Purchaser and except as
expressly provided herein to the contrary, the rights, duties, obligations, and
liabilities of all parties hereunder shall immediately terminate and be of no
further force or effect. If Purchaser does not elect to terminate this Agreement
pursuant to this Paragraph 21, or has no right to terminate this Agreement
(because the damage or destruction does not exceed $250,000.00), and the sale of
the Property is consummated, Purchaser shall be entitled to receive all
insurance proceeds paid or payable to Seller by reason of such destruction or
damage under the insurance required to be maintained by Seller (less amounts of
insurance theretofore received and applied by Seller to restoration) plus the
amount of any deductible. If the amount of said casualty or rent loss insurance
proceeds is not settled by the date of Closing, Seller shall execute at Closing
all proofs of loss, assignments of claim, and other similar instruments to
ensure that Purchaser shall receive all of Seller's right, title, and interest
in and under said insurance proceeds.

22.  Hazardous Substances.  Seller hereby warrants and represents, to the
--------------------                                                
best of Seller's knowledge and except as disclosed in that certain Phase I
Environmental Site Assessment, prepared by Pickering Environmental Consultants,
Inc., dated November, 1995, that (i) no "hazardous substances", as that term is
defined in the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended, 42 U.S.C. Section 9601, et. seq., the Resource
--  ---               
Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et. seq., and
--  ---      
the rules and regulations promulgated pursuant to these acts, any so-called
"super-fund" or "super-lien" laws or any applicable state or local laws, nor any
other pollutants, toxic materials, or contaminants have been or shall prior to
Closing be discharged, disbursed, released, stored, treated, generated, disposed
of, or allowed to escape on the Property, (ii) no asbestos or asbestos
containing materials have been installed, used, incorporated into, or disposed
of on the Property, (iii) no polychlorinated biphenyls are located on or in the
Property, in the form of electrical transformers, fluorescent light fixtures
with ballasts, cooling oils, or any other device or form, (iv) no underground
storage tanks are located on the Property or were located on the Property and
subsequently removed or filled, (v) no investigation, administrative order,
consent order and agreement, litigation, or settlement with respect to Hazardous
Substances is proposed, threatened, anticipated or in existence with respect to
the Property, and (vi) the Property has not previously been used as a landfill,
cemetery, or as a dump for garbage or refuse. Seller hereby indemnifies
Purchaser and holds Purchaser harmless from and against any loss, cost, damage,
liability or expense due to or arising out of the breach of any representation
or warranty contained in this Paragraph.

23.  Assignment.  Purchaser's rights and duties under this Agreement shall
----------                                                           
not be assignable except to an affiliate of Purchaser without the consent of
Seller, which consent shall not be unreasonably withheld.

13

24.  Broker's Commission.  Seller has by separate agreement agreed to pay a
-------------------                                                   
brokerage commission to Professional Real Estate Services, Inc. (the "Broker").
Purchaser and Seller hereby represent each to the other that they have not
discussed this Agreement or the subject matter hereof with any real estate
broker or agent other than Broker so as to create any legal right in any such
broker or agent to claim a real estate commission with respect to the conveyance
of the Property contemplated by this Agreement. Seller shall and does hereby
indemnify and hold harmless Purchaser from and against any claim, whether or not
meritorious, for any real estate sales commission, finder's fees, or like
compensation in connection with the sale contemplated hereby and arising out of
any act or agreement of Seller, including any claim asserted by Brokers and any
broker or agent claiming under Broker.  Likewise, Purchaser shall and does
hereby indemnify and hold harmless Seller from and against any claim, whether or
not meritorious, for any real estate sales commission, finder's fees, or like
compensation in connection with the sale contemplated hereby and arising out of
any act or agreement of Purchaser, except any such claim asserted by Broker and
any broker or agent claiming under Brokers.   This Paragraph 24 shall survive
the Closing or any termination of this Agreement.

25.  Notices.  Wherever any notice or other communication is required or
-------                                                            
permitted hereunder, such notice or other communication shall be in writing and
shall be delivered by overnight courier, by hand, by facsimile or sent by U.S.
registered or certified mail, return receipt requested, postage prepaid, to the
addresses set out below or at such other addresses as are specified by written
notice delivered in accordance herewith:

PURCHASER:          Wells Operating Partnership, L.P.
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
Attn: Mr. Michael C. Berndt
Phone: (770) 200-8275
Fax: (770) 200-8199

with a copy to:     O'Callaghan & Stumm LLP
127 Peachtree Street, N. E., Suite 1330
Atlanta, Georgia 30303
Attn: William L. O'Callaghan, Esq.
Phone: (404) 522-2002
Fax: (404) 522-3080

SELLER:             Ingram Micro Inc.
1600 East St. Andrews Place
Santa Ana, California 92799
Attn: Mr. Paul H. LaPlante
Phone: (714) 382-2968
Fax: (714) 384-1154

14

with a copy to:     Ingram Micro Inc.
1600 East St. Andrews Place
Santa Ana, California 92799
Attn: James E. Anderson, Jr., General Counsel
Phone: (714) 382-2924
Fax: (714) 566-9370

Any notice or other communication mailed as hereinabove provided shall be deemed
effectively given or received on the date of delivery, if delivered by hand, by
facsimile or by overnight courier, or otherwise on the third (3rd) business day
following the postmark date of such notice or other communication.

26.  Possession.  Possession of the Property shall be granted by Seller to
----------                                                           
Purchaser at completion of the Closing, subject only to the Ingram Lease.

27.  Time Periods.  If the time period by which any right, option, or
------------                                                    
election provided under this Agreement must be exercised, or by which any act
required hereunder must be performed, or by which the Closing must be held,
expires on a Saturday, Sunday, or holiday, then such time period shall be
automatically extended through the close of business on the next regularly
scheduled business day.

28.  Survival of Provisions.  All covenants, warranties, and agreements set
----------------------                                                
forth in this Agreement shall survive the execution or delivery of any and all
deeds and other documents at any time executed or delivered under, pursuant to,
or by reason of this Agreement, and shall survive the payment of all monies made
under, pursuant to, or by reason of this Agreement for a period of one year from
Closing except with respect to paragraphs 22 and 24 which shall survive for an
unlimited time.

29.  Severability.  This Agreement is intended to be performed in
------------                                                
accordance with, and only to the extent permitted by, all applicable laws,
ordinances, rules, and regulations. If any provision of this Agreement, or the
application thereof to any person or circumstance, shall, for any reason and to
any extent be invalid or unenforceable, the remainder of this Agreement and the
application of such provision to other persons or circumstances shall not be
affected thereby but rather shall be enforced to the greatest extent permitted
by law.

30.  Authorization.  Purchaser represents to Seller that this Agreement has
-------------                                                         
been duly authorized and executed on behalf of Purchaser and constitutes the
valid and binding agreement of Purchaser, enforceable in accordance with its
terms, and all necessary action on the part of Purchaser to authorize the
transactions herein contemplated has been taken, and no further action is
necessary for such purpose.

31.  General Provisions.  No failure of either party to exercise any power
------------------                                                   
given hereunder or to insist upon strict compliance with any obligation
specified herein, and no custom or practice at variance with the terms hereof,
shall constitute a waiver of either party's right to demand exact compliance
with the terms hereof. This Agreement contains the entire agreement 

15

of the parties hereto, and no representations, inducements, promises, or
agreements, oral or otherwise, between the parties not embodied herein shall be
of any force or effect. Any amendment to this Agreement shall not be binding
upon the parties hereto unless such amendment is in writing and executed by all
parties hereto. The provisions of this Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, legal
representatives, successors, and assigns. Time is of the essence of this
Agreement. This Agreement may be executed in multiple counterparts, each of
which shall constitute an original, but all of which taken together shall
constitute one and the same agreement. The headings inserted at the beginning of
each paragraph are for convenience only, and do not add to or subtract from the
meaning of the contents of each paragraph. This Agreement shall be construed and
interpreted under the laws of the State of Tennessee. Except as otherwise
provided herein, all rights, powers, and privileges conferred hereunder upon the
parties shall be cumulative but not restrictive to those given by law. All
personal pronouns used in this Agreement, whether used in the masculine,
feminine, or neuter gender shall include all genders, and all references herein
to the singular shall include the plural and vice versa.

32.  Effective Date.  The "effective date" of this Agreement shall be
--------------                                                  
deemed to be the date this Agreement is fully executed by both Purchaser and
Seller and a fully executed original counterpart of this Agreement has been
received by both Purchaser and Seller.

33.  Duties as Escrow Agent.  In performing its duties hereunder, Escrow
----------------------                                             
Agent shall not incur any liability to anyone for any damages, losses or
expenses, except for its gross negligence or willful misconduct, and it shall
accordingly not incur any such liability with respect to any action taken or
omitted in good faith upon advice of its counsel or in reliance upon any
instrument, including any written notice or instruction provided for in this
Agreement, not only as to its due execution and the validity and effectiveness
of its provision, but also as to the truth and accuracy of any information
contained therein that Escrow Agent shall in good faith believe to be genuine,
to have been signed or presented by a proper person and to conform to the
provisions of this Agreement.  Seller and Purchaser hereby agree to indemnify
and hold harmless Escrow Agent against any and all losses, claims, damages,
liabilities and expenses, including reasonable costs of investigation and legal
fees and disbursements, that may be imposed upon Escrow Agent or incurred by
Escrow Agent in connection with its acceptance or performance of its duties
hereunder as escrow agent, including without limitation, any litigation arising
out of this Agreement.  If any dispute shall arise between Seller and Purchaser
sufficient in the discretion of Escrow Agent to justify its doing so, Escrow
Agent shall be entitled to tender into the registry or custody of the clerk of
the Court for the county in which the Property is located or the clerk for the
United States District Court having jurisdiction over the county in which the
Property is located, any or all money (less any sums required to pay Escrow
Agent's attorneys' fees in filing such action), property or documents in its
hands relating to this Agreement, together with such pleadings as it shall deem
appropriate, and thereupon be discharged from all further duties under this
Agreement.  Seller and Purchaser shall bear all costs and expenses of any such
legal proceedings.

16

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective seals to be affixed hereunto as of the day,
month and year first above written.

"SELLER":

INGRAM MICRO L.P.
By:  Ingram Micro Inc., its general partner

By: /s/ Mr. Paul H. LaPlante  
---------------------------------- 

Its: President
---------------------------------

"PURCHASER":

WELLS OPERATING PARTNERSHIP, L.P.
By:  Wells Real Estate Investment Trust, Inc.,
Its general partner

By: /s/ Douglas P. Williams
----------------------------------

Its: Douglas P. Williams 
---------------------------------
Executive Vice President

"ESCROW AGENT":

FIDELITY NATIONAL TITLE INSURANCE COMPANY

By: /s/ Mickey Vandeberg        
------------------------------------------- 

Its: Escrow Officer, on behalf of Valerie Vona
------------------------------------------

17

Schedule of Exhibits
--------------------

Exhibit "A"   -     Description of Land
Exhibit "B"   -     Copy of Lease
Exhibit "C"   -     Estoppel Certificate
Exhibit "D"   -     Bond Certificate
Exhibit "E"   -     Association Certificate
Exhibit "F-1" -     Absolute Assignment of Lease and Assumption Agreement
Exhibit "F-2" -     Absolute Assignment of Bond and Deed of Trust
Exhibit "G"   -     Bill of Sale Form
Exhibit "H"   -     Blanket Transfer and Assignment Form
Schedule 11(b)-     List of Leases, Contracts, Agreements, if any

EXHIBIT "A"
-----------
LEGAL DESCRIPTION

Lot 3, Resubdivision of the 109 acre tract owned by The Industrial Development
Board of the City of Millington, Tennessee, as recorded in Plat Book 138, Page
41, in the Office of the Register of Shelby County, Tennessee. The parties agree
to utilize the metes and bounds legal description to be shown on the survey
contemplated by Section 12(g) of this Agreement in all closing documents.

EXHIBIT 10.101

INDENTURE OF LEASE AGREEMENT FOR 

INGRAM MICRO DISTRIBUTION FACILITY

INDENTURE OF LEASE

BY AND BETWEEN

WELLS OPERATING PARTNERSHIP, L.P.,

LANDLORD

AND

INGRAM MICRO L.P.,

TENANT

DATED: September 7/th/, 2001

PREMISES: 3820 Micro Drive
Millington, Tennessee

TABLE OF CONTENTS
-----------------

PAGE
----

ARTICLE I        LEASE PROVISIONS                                              1

ARTICLE II       DEFINITIONS                                                   2

ARTICLE III      PREMISES                                                      3

ARTICLE IV       TERM                                                          4

ARTICLE V        RENT                                                          4

ARTICLE VI       IMPOSITIONS                                                   6

ARTICLE VII      USE                                                           7

ARTICLE VIII     CONDITION OF PREMISES; ALTERATIONS AND REPAIRS                8

ARTICLE IX       INSURANCE                                                    11

ARTICLE X        FIRE AND OTHER CASUALTY                                      12

ARTICLE XI       OBLIGATIONS OF TENANT                                        13

ARTICLE XII      DEFAULT BY TENANT; REMEDIES                                  15

ARTICLE XIII     CONDEMNATION                                                 19

ARTICLE XIV      ACCESS AND RIGHT TO EXHIBIT                                  20

ARTICLE XV       RIGHT OF FIRST OFFER                                         20
ARTICLE XVI      ASSIGNMENT OR SUBLEASE                                       21

ARTICLE XVII     WAIVER OF REDEMPTION                                         23

ARTICLE XVIII    MORTGAGE PRIORITY                                            23

ARTICLE XIX      LANDLORD CONSENT                                             23

ARTICLE XX       CERTIFICATION                                                23

ARTICLE XXI      WAIVER OF TRIAL BY JURY                                      24

Table Of Contents
-----------------
(Continued)

ARTICLE XXII      OPTION TO EXTEND                                          24

ARTICLE XXIII     QUIET ENJOYMENT                                           25

ARTICLE XXIV      LANDLORD AND PERSONAL LIABILITY                           26

ARTICLE XXV       NOTICES                                                   26

ARTICLE XXVI      COVENANTS, EFFECT

OF WAIVER                               26

ARTICLE XXVII     HOLDING OVER                                              27

ARTICLE XXVIII    ATTORNMENT                                                27

ARTICLE XXIX      REAL ESTATE BROKER                                        27

ARTICLE XXX       ENVIRONMENTAL LAWS                                        28

ARTICLE XXXI      VALIDITY OF LEASE                                         31

ARTICLE XXXII     REFERENCE                                                 31

ARTICLE XXXIII    ENTIRE AGREEMENT                                          32

ARTICLE XXXIV     MERGER OF TITLE                                           32

ARTICLE XXXV      ASSIGNMENT BY LANDLORD                                    32

ARTICLE XXXVI     GROUND LEASE AND BOND DOCUMENTS                           32

ARTICLE XXXVII    MISCELLANEOUS                                             33

EXHBITS:

EXHIBIT A - FORM OF GUARANTY
EXHIBIT B - LEGAL DESCRIPTION
EXHIBIT C - ENVIRONMENTAL REPORTS AND MATERIALS STORED AT PREMISES

THIS INDENTURE OF LEASE (this "Lease") made as of this 7/th/day of
September, 2001, by and between WELLS OPERATING PARTNERSHIP, L.P., a Delaware
limited partnership (hereinafter referred to as the "Landlord"), with offices
located at 6200 The Corners Parkway, Suite 250, Norcross, Georgia 30092 and
INGRAM MICRO L.P. a Tennessee limited partnership (hereinafter referred to as
the "Tenant"), with offices located at c/o Ingram Micro Inc., 1600 East St.
Andrew Place, Santa Ana, California 92705.

W I T N E S S E T H:
- - - - - - - - - -

The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby covenant
as follows:

ARTICLE I
Lease Provisions

l.    Address for             3820 Micro Drive
the Premises            Millington, Tennessee

2.    (a) Term:               The Initial Term of this Lease, and any Option
Term.

(b) Commencement Date:  September ____, 2001 (insert date of acquisition
of Premises by Landlord)

(c) Expiration Date:    The last day of the Initial term or any Option
Term, unless sooner terminated pursuant to this
Lease.

(d) Initial Term:       Ten (10) years beginning on the Commencement Date
and ending on the Expiration Date

(e) Option Term:        Two (2) successive options to extend for ten (10)
years each.

3.   Guarantor:               Ingram Micro Inc., a Delaware corporation under
that Guaranty of Lease dated the date hereof and
substantially in the form of Exhibit "A" attached
----------
hereto.

4.   Address for Notice:
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
Attn: Vice President-Property Management

(b) Tenant:              c/o Ingram Micro Inc.
1600 East St. Andrew Place
Santa Ana, California 92705
Attention:  Corporate Real Estate

ARTICLE II
Definitions

"Additional Rent" is defined in Section 5.2.

"Alterations" is defined in Section 8.4.

"Bond Documents" means the Bond, Deed of Trust, Ground Lease and all other
instruments, documents and agreements executed and delivered in connection with
the issuance of the Bond, all as more fully described in that certain Agreement
for the Purchase and Sale of Property between the parties hereto, dated as of
the date hereof.

"Buildings" means the buildings, equipment and improvements now or
hereinafter erected on the Land.

"Business day" is every day which most commercial banks based in California
are open for the ordinary conduct of business.

"Claims" is defined in Section 11.3.

"Commencement Date" is set forth in Article I.

"Default Rate" means five percent (5%) over the prime reference rate
announced from time to time by Bank of America, Atlanta, Georgia as such prime
reference rate may be adjusted and announced from time to time, or if
unavailable, the parties shall use the prime reference rate of any Georgia
regional bank selected by Landlord, but in no event greater than the maximum
legal rate.

"Environmental Laws" is defined in Section 31.10.

"Event of Default" is defined in Section 12.2.

"Expiration Date" is defined in Article I.

"Fixed Rent" is defined in party Section 5.1.

"Ground Lease" means, in respect to the Land and the Buildings, the Bond
Real Property Lease, dated as of December 20, 1995, by and between Landlord, as
ground lessee, and the Ground Lessor.

"Ground Lessor" means The Industrial Development Board of the City of
Millington, Tennessee.

"Hazardous Substances" is defined in Section 31.11.

"Impositions" is defined in Section 6.1.

"Indemnified Parties" is defined in Section 11.3.

"Land" means that certain real property described on Exhibit "B" attached
-----------         
hereto and incorporated herein by this reference.

"Landlord" is defined in the introductory paragraph to this Lease.

"Lease" means this lease made between Landlord, as landlord, and Tenant, as
tenant.

"Mortgage" is defined in Section 6.2.

"Mortgagee" is defined in Section 6.2.

"Non-Disturbance Agreement" is defined in Article XVIII.

"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization,
governmental authority or any other entity.

"Premises" means the Land and the Buildings.

"Profit" is defined in Article XVI.

"Rent" means the Fixed Rent and Additional Rent.

"Requirements of Law" means all Federal, state, county, municipal and other
governmental statutes, laws, rules, orders, regulations, ordinances, judgments,
decrees and injunctions affecting the Property, the Improvements or the
demolition, construction, use or alteration thereof, whether now or hereafter
enacted and in force, including any that require repairs, modifications or
alterations in or to the property or in any way limit the use and enjoyment
thereof (including all building, zoning and fire codes and the Americans with
Disabilities Act of 1990, 42 U.S.C. (S) 1201 et.seq. and any other similar
------                       
Federal, state or local laws or ordinances and the regulations promulgated
thereunder) and any that may relate to environmental requirements (including all
Environmental Laws), and all permits, certificates of occupancy, licenses,
authorizations and regulations relating thereto, and all covenants, agreements,
restrictions and encumbrances contained in any instruments which are either of
record or known to the Lessee affecting the Premises.

"Tenant" is defined in the introductory paragraph to this Lease.

"Term" is defined in Article I.

"Threshold Amount" is defined in Section 8.4.

"Work" is defined in Section 8.5.

ARTICLE III
Premises

Landlord hereby leases to Tenant and Tenant hereby takes from Landlord, all
right, title and interest of Landlord in and to the Buildings located on the
Land more particularly described 

3

on Exhibit "B" attached hereto and made a part hereof, together with certain
----------
parking facilities, driveways and any other public or common facilities
contained in or about the Premises, subject, however, to all of the terms,
covenants, provisions and conditions herein set forth, and to all present liens,
encumbrances, conditions, rights, easements, restrictions, rights-of-way,
covenants, other matters of record, and zoning and laws, ordinances, regulations
and codes affecting or governing the Buildings and other improvements located on
the Land or which may hereafter affect or govern the Premises, and such matters
as may be disclosed by inspection or survey.

ARTICLE IV
Term

Section 4.1 Initial Term. The Initial Term of this Lease shall be for ten
------------                                                 
(10) years, commencing as of the Commencement Date and terminating on the
Termination Date.

Section 4.2 Lease Year. For purposes of this Lease, a "Lease Year" shall be
----------                                                     
deemed to be each consecutive period of twelve (12) full calendar months during
the Term hereof, except that the first Lease Year shall, in addition, include
the fractional portion of the month, if any, immediately following the
Commencement Date, and that the last Lease Year shall run only from the day
following the termination of the previous Lease Year to the termination date of
the Lease.

Section 4.3 Title.  The Premises is leased to Tenant without any
-----                                               
representation or warranty of title, condition of the improvements or permitted
uses, express or implied, by the Landlord and subject to the rights of parties
in possession, the existing state of title (including, without limitation, the
permitted exceptions), the terms of the Ground Lease and all applicable
Requirements of Law.  Tenant shall in no event have any recourse against
Landlord for any defect in or exception to title to the Premises.  Tenant
expressly waives and releases Landlord from any common law or statutory covenant
of quiet enjoyment.

ARTICLE V
Rent

Section 5.1  Fixed Rent.  Starting on the Commencement Date and continuing
----------                                                   
for the Initial Term of this Lease, Tenant shall pay as Fixed Rent for the
Premises as follows:

Fixed Rent     Fixed Rent
Year            Per Year       Per Month
----            --------       --------- 

1-5          $2,035,275.00    $169,606.25

6-10         $2,340,566.00    $195,047.17

All of the payments of Fixed Rent required hereunder shall be made without
prior notice of demand therefore and without any deduction, abatement or set off
for any reason whatsoever, except as set forth in this Lease.

Section 5.2  Additional Rent.  Throughout the Initial Term, and any Option
---------------                                              
Term, Tenant shall also pay and discharge as additional rent (the "Additional
Rent'') all other amounts, liabilities and obligations of whatsoever nature
relating to the Premises (including all Impositions which Tenant shall pay
directly in accordance with Section 6.1) arising under any easements,

4

restrictions, or other similar agreements affecting the Premises, insurance
maintained by Landlord (including business interruption insurance), and all
interest and penalties that may accrue thereon in the event of Tenant's failure
to pay such amounts when due, and all damages, costs and expenses which Landlord
may incur by reason of any default of Tenant or failure on Tenant's part to
comply with the terms of this Lease, all of which Tenant hereby agrees to pay
upon demand or as is otherwise provided herein. Upon any failure by Tenant to
pay any of the Additional Rent, Landlord shall have all legal, equitable and
contractual rights, powers and remedies provided either in this Lease or by
statute or otherwise in the case of nonpayment of the Fixed Rent, subject to
Landlord's obligation to give notice and opportunity to cure as provided in
Article XII.  The term Additional Rent shall be deemed rent for all purposes
hereunder other than with respect to Tenant's internal accounting procedures.

Section 5.3  Payment Date. All Fixed Rent payable hereunder shall be
------------                                           
payable when due in monthly installments on the first day of each calendar
month, or, if the first day is not a Business day, then on the first Business
day of the month paid by bank or company check in United States currency, which
shall be legal tender for all debts, public and private, payable to Landlord and
sent to Landlord's address set forth in Article I, or to such other person or
persons or at such other place as may be designated by notice from Landlord to
Tenant, from time to time. Notwithstanding the foregoing, Impositions shall be
payable to the parties to whom they are due, except as otherwise provided
herein.

Section 5.4  Net Lease.  This Lease shall be deemed and construed to be a
---------                                                   
"Net, Net, Net  Lease", and Tenant shall pay to Landlord, absolutely net
throughout the Term, the Rent, free of any charges, taxes, assessments,
impositions or deductions of any kind and without abatement, deduction or set-
off whatsoever. Under no circumstances or conditions, whether now existing or
hereafter arising, or whether beyond the present contemplation of the parties,
shall Landlord be expected or required to make any payment of any kind
whatsoever or be under any other obligation or liability hereunder, except as
herein otherwise expressly set forth. Tenant shall pay all costs, expenses and
charges of every kind and nature relating to the Premises, except debt service
on any Mortgage or any other indebtedness of Landlord, which may arise or become
due or payable prior to, during or after (but attributable to a period falling
prior to or within) the Term.  Except as specifically set forth herein, the
obligations of Tenant hereunder shall not be affected by reason of any damage to
or destruction of the Premises or any part thereof, any taking of the Premises
or any part thereof or interest therein by condemnation or otherwise, any
prohibition, limitation, restriction or prevention of Tenant's use, occupancy or
enjoyment of the Premises or any part thereof, or any interference with such
use, occupancy or enjoyment by any person or for any reason, any matter
affecting title to the Premises, any eviction by paramount title or otherwise,
the impossibility, impracticability or illegality of performance by Landlord,
Tenant or both, any action of any governmental authority, Tenant's acquisition
of ownership of all or part of the Premises (unless this Lease shall be
terminated by a writing signed by Landlord, Tenant and any Mortgagee having an
interest in the Premises), any breach of warranty or misrepresentation, or any
other cause whether similar or dissimilar to the foregoing and whether or not
Tenant shall have notice or knowledge thereof and whether or not such cause
shall now be foreseeable. The parties intend that the obligations of Tenant
under this Lease shall be separate and independent covenants and agreements and
shall continue unaffected unless such obligations have been modified terminated
pursuant to an express provision of this Lease or by mutual agreement of
Landlord and Tenant.

Section 5.5  Late Fee.  In the event Tenant fails to pay any Rent on or
--------                                                  
before the tenth (10th) day after it is due, Landlord shall be entitled to
charge as Additional Rent a service fee 

5

equal to five (5%) percent of such late payment of Rent plus interest at the
Default Rate. The foregoing shall be in addition to any other right Landlord
shall have by this Lease or by law in the event Tenant fails to pay its Rent in
accordance with this Lease. The failure by Landlord to insist upon the strict
performance by Tenant of Tenant's obligations to pay late charges shall not
constitute a waiver by Landlord of its rights to enforce the provisions of this
section in any instance thereafter occurring, nor shall acceptance of late
charges be deemed to extend the time of payment of Rent.

ARTICLE VI
Impositions

Section 6.1. Impositions.  Tenant shall pay and discharge as and when due,
-----------                                                  
all taxes, assessments, water rents, sewer rents and charges, duties,
impositions, license and permit fees, charges for public utilities of any kind,
payments and other charges of every kind and nature whatsoever, ordinary or
extraordinary, foreseen or unforeseen, general or special, in said categories,
together with any interest or penalties imposed upon the late payment thereof,
which, pursuant to past, present or future law, during, prior to or after (but
attributable to a period falling prior to or within) the Term, shall have been
or shall be levied, charged, assessed, imposed upon or grow or become due and
payable out of or for or have become a lien on the Premises or any part thereof,
any improvements or personal property in or on the Premises, this Lease, the
Ground Lease, the Rent payable by Tenant or on account of any use of the
Premises and such franchises as may be appurtenant to the use and occupation of
the Premises (all of the foregoing being hereinafter referred to as
"Impositions"). Tenant, upon request from Landlord, shall submit to Landlord the
proper and sufficient receipts or other evidence of payment and discharge of the
same. If any Impositions are not paid when due, Landlord shall have the right
but shall not be obligated to pay the same following ten (10) days, written
notice to Tenant, provided Tenant does not contest the same as herein provided.
If Landlord shall make such payment, Landlord shall thereupon be entitled to
repayment by Tenant on demand as Additional Rent hereunder.

Section 6.2. Right to Contest.  Tenant shall have the right to protest and
----------------                                             
contest any Impositions imposed against the Premises or any part thereof and be
entitled to receive any credit or refund relating to the Term, provided (i) the
same is done at Tenant's sole cost and expense, (ii) nonpayment will not subject
the Premises or any part thereof to sale or other liability by reason of such
nonpayment, (iii) such contest shall not subject Landlord or the holder (the
"Mortgagee") of any mortgage or deed of trust (a "Mortgage") encumbering all or
any part of the Premises to the risk of any criminal or civil liability, (iv) if
such Imposition must be paid pursuant to any applicable statute, ordinance,
regulation or rule as a condition to such protest and contest, Tenant shall
timely pay such Imposition, and (v) Tenant shall provide copies of all notices
and correspondence regarding Impositions and the contest thereof to Landlord. If
such payment is not required by any applicable statute, ordinance, regulation or
rule, Tenant shall provide such security as may reasonably be required by
Landlord to ensure payment of such contested Imposition. Landlord agrees to
execute and deliver to Tenant any and all documents reasonably required for such
purpose and to cooperate with Tenant in every reasonable respect in such
contest, but without any out-of-pocket cost or expense to Landlord. Landlord
shall also have the right to protest and contest any Impositions.

Section 6.3  Payments in Installments.  To the extent permitted by law,
------------------------                                  
Tenant shall have the right to apply for the conversion of any Impositions to
make the same payable in annual installments over a period of years, and upon
such conversion Tenant shall pay and discharge said annual installments as they
shall become due and payable. Tenant shall pay all such deferred 

6

installments prior to the expiration or sooner termination of the Term,
notwithstanding that such installments shall not then be due and payable;
provided, however, that any Impositions (other than one converted by Tenant so
as to be payable in annual installments as aforesaid) relating to a fiscal
period of the taxing authority, a part of which is included in a period of time
after the Expiration Date, shall (whether or not such Impositions shall be
assessed, levied, confirmed, imposed or become payable, during the Term) be
adjusted between Landlord and Tenant as of the Expiration Date, so that Landlord
shall pay that portion of such Impositions which relate to that part of such
fiscal period included in the period of time after the Expiration Date, and
Tenant shall pay the remainder thereof.

Section 6.4. Taxes.  If at any time during the Term, a tax or excise on
-----                                                     
Rents or other tax, however described, is levied or assessed with respect to the
Rent or any part thereof (as opposed to any charges in the nature of those
described in Section 6.5 below) or against Landlord as a substitute in whole or
in part for any Impositions theretofore payable by Tenant, Tenant shall pay and
discharge such tax or excise on Rents or other tax before it becomes delinquent,
and the same shall be deemed to be an Imposition levied against the Premises.

Section 6.5. Excluded Taxes.  Except as set forth in Section 6.4 above,
--------------                                            
Tenant shall not be obligated to pay any franchise, excise, corporate, estate,
inheritance, succession, capital, levy or transfer tax of Landlord or any
income, profits or revenue tax upon the income of Landlord.

Section 6.6  PILOT Agreement. Notwithstanding anything to the contrary
---------------                                          
contained herein, the Premises are currently under a Payment in Lieu of Tax
Agreement, dated as of December 20, 1995 ("PILOT Agreement"), by and between
Ground Lessor and Tenant, wherein Ground Lessor has granted financial incentives
to Tenant, i.e., the Premises and the Equipment (as defined in the Ground Lease)
are exempt from all taxation through the calendar year 2005, by or on behalf of
the City of Millington and Shelby County for so long as title to the Premises is
held by the Ground Lessor.  Landlord hereby acknowledges the existence of said
PILOT Agreement and agrees that, so long as Tenant is not in default under this
Lease,  it will not take any actions that will cause the PILOT Agreement and the
Bond Documents to terminate or expire prior to the end of 2005.  In the event
the PILOT Agreement is not honored due to reasons beyond the control of Landlord
or the conduct of Landlord, Tenant agrees to pay any taxes which may be due and
any tax which may be assessed against the Premises or on the value of the
leasehold interest, including any such taxes which may be applicable to a period
prior to the commencement of the Term hereof.

ARTICLE VII
Use

The Premises shall be used by Tenant for general office/distribution
warehouse purposes in compliance with the Ground Lease, and any covenants,
conditions and restrictions of record and in material compliance with any
Requirements of Law; and provided that such uses do not increase the liability,
directly or indirectly, of Landlord or adversely affect the value, utility or
remaining useful life of the Premises in any material respect.  At all times
during the Term, the Premises shall be continuously used by Tenant or a
permitted assignee or sublessee in the ordinary course of its business.  Tenant
shall pay, or cause to be paid, all charges and costs required in connection
with the use of the Premises as contemplated by this Lease.  Tenant  shall not
commit or permit any waste of the Premises or any part thereof.

7

ARTICLE VIII
Condition Of Premises, Alterations And Repairs

Section 8.1. "As Is" Condition.  The parties acknowledge that Landlord
----------------                                        
purchased the leasehold interest to the Premises directly from Tenant. In
connection with such purchase, Tenant and Landlord have entered into this Lease
to enable Tenant to retain possession and use of the Premises subject to the
terms and conditions hereof. In connection with Tenant's prior ownership and
prior and continuing possession of the Premises, Tenant has examined the
Premises, is familiar with the physical condition, expenses, operation and
maintenance, zoning, status of title and use that may be made of the Premises
and every other matter or thing affecting or related to the Premises, and is
leasing the same in its "As Is" condition. Landlord has not made and does not
make any representations or warranties whatsoever with respect to the Premises
or otherwise with respect to this Lease. Tenant assumes all risks resulting from
any defects (patent or latent) in the Premises or from any failure of the same
to comply with any governmental law or regulation applicable to the Premises or
the uses or purposes for which the same may be occupied.

Section 8.2. Maintenance and Repair.  At Tenant's sole cost and expense,
----------------------                                     
Tenant shall keep the Premises, including, without limitation, the adjoining
sidewalks and curbs, if any, clean and in first class condition and repair, and
Tenant shall make all repairs and replacements, structural and non-structural,
ordinary and extraordinary, foreseen and unforeseen, and shall perform all
maintenance, necessary to maintain the Premises, including, without limitation,
the roof, generators and all building systems, and any parking, sidewalks and
curbs in good condition and repair, reasonable wear and tear excepted. When used
in this Section 8.2, the term "repairs" shall include any necessary additions,
alterations, improvements, replacements, renewals and substitutions. All repairs
made by Tenant shall be equivalent in quality and class to the original work and
shall be made in compliance with all Requirements of Law. Landlord shall not be
required to furnish any services or facilities or to make any repairs or
alterations to the Premises, and Tenant hereby assumes the full and sole
responsibility for the condition, operation, repair, replacement, maintenance
and management of the Premises and all costs and expenses incidental thereto.

Section 8.3. No Cost to Landlord.  Landlord shall not be responsible for
-------------------                                        
the cost of any alterations of or repairs to the Premises of any nature
whatsoever, structural or otherwise, whether or not now in the contemplation of
the parties.

Section 8.4. Alterations.  Tenant shall have the right at any time and from
------------                                             
time to time during the Term to make, at its sole cost and expense, changes,
alterations, additions or improvements (collectively, "Alterations") in or to
the Premises, subject, however, in each case to all of the following:

(a)  No Alteration shall be undertaken except after twenty (20) days prior
notice to Landlord, provided that, notwithstanding any term or provision of this
Lease to the contrary, no such notice shall be required with respect to (i) any
nonstructural Alteration involving an estimated cost of less than the Threshold
Amount (defined below), or (ii) any Alteration made by Tenant on an emergency
basis, in which case Tenant shall notify Landlord of such emergency Alteration
soon as practicable.

(b)  No structural Alteration and no other Alteration involving an
estimated cost of more than the Threshold Amount shall be made without the prior
written consent of Landlord, which 

8

consent shall not be unreasonably withheld, conditioned or delayed.

(c)  Any Alteration shall, when completed, be of such a character as not to
materially reduce the value of the Premises below its value immediately before
such Alteration.

(d)  No Alteration shall be made by Tenant if the same would materially
reduce the cubic content of the Buildings or weaken, temporarily or permanently,
the structure of the Buildings or any part thereof, or enable Tenant to conduct
activity inconsistent with the limitations upon its use as stated in Article
VII.

(e)  The provisions and conditions of Section 8.5 shall apply to any work
performed by Tenant under this Article.

(f)  For purposes of Sections 8.4 and 8.5, the "Threshold Amount" shall
mean an amount equal to $100,000. For purposes of determining Threshold Amount,
an Alteration shall include any series of or related improvements whose cost, in
the aggregate, equals or exceeds $100,000.

(g)  For purposes of Sections 8.4 and 8.5, notice of whether Landlord'
consent has been given or withheld shall be delivered to Tenant within ten (10)
Business days following receipt of request (as such time period shall be
extended for a reasonable period in the event Landlord determines, in its
reasonable discretion, that it is prudent to engage a third party to review the
plans and specifications, if any, pertaining to such contemplated Alteration,
provided that Tenant is notified of such determination by Landlord within such
ten (l0) Business day period) and, if no such notice is given to Tenant within
such period of time, Landlord shall be deemed to have accepted and approved the
items submitted by Tenant.

Section 8.5. Work at Premises.  Tenant agrees that all Alterations, repairs
----------------                                              
and other work which Tenant shall be required or permitted to do under the
provisions of this Lease (each hereinafter called the "Work") shall be (i)
performed to substantially the same standard of quality as found in the original
improvements, workmanlike manner, and in accordance with all Requirements, as
well as any plans and specifications therefor which shall have been approved by
Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed (ii) commenced and completed promptly, and (iii) done in all cases upon
and subject to the terms of any Non-Disturbance Agreement and, to the extent not
inconsistent with any term thereof, all of the following terms and conditions:

(a)  If the Work shall involve (i) any structural repair, Alterations or
other Work, or (ii) more than the Threshold Amount, then the Work shall not be
commenced until detailed plans and specifications (including layout,
architectural, mechanical and structural drawings), prepared by a licensed
architect reasonably satisfactory to Landlord shall have been submitted to and
approved by Landlord, which approval shall not be unreasonably withheld,
conditioned or delayed.

(b)  All Work shall be commenced only after all required municipal and
other governmental permits, authorizations and approvals shall have been
obtained by Tenant, at its own cost and expense, and the originals thereof
delivered to Landlord. Landlord will, on Tenant's written request, execute any
documents necessary to be signed by Landlord to obtain any such permits,
authorizations and approvals, provided that Tenant shall discharge any expense
or liability of Landlord in connection therewith.

9

(c)  The cost of all Work shall be paid promptly, so that the Premises and
Tenant's leasehold estate therein shall at all times be free from (i) liens for
labor or materials supplied or to have been supplied to the Premises or Tenant,
and (ii) chattel Mortgage, conditional sales contracts, title retention
agreements, security interests and agreements, and financing agreements and
statements.

(d)  At all times when any Work is in progress, Tenant shall maintain or
cause to be maintained with such companies and for such periods as Landlord may
require (i) Workmen's Compensation Insurance covering all persons employed in
connection with the Work in an amount at least equal to the minimum amount of
such insurance required by law; and (ii) for the mutual protection of Landlord,
Tenant and any Mortgagee, (1) Builder's Risk Insurance, completed value form,
covering all physical loss, in an amount reasonable satisfactory to Landlord,
and (2) Commercial General Liability Insurance against all hazards, with limits
for bodily injury or death to any one person, for bodily injury or death to any
number of persons in respect of any one accident or occurrence, and for property
damage in respect of one accident or occurrence in such amounts as Landlord may
reasonably require. Such Commercial General Liability Insurance may be satisfied
by the insurance required under Article IX or may be effected by an endorsement,
if obtainable, upon the insurance policy referred to in said Section. The
provisions and conditions of Article IX hereof shall apply to any insurance
which Tenant shall be required to maintain or cause to be maintained under this
subsection.

(e)  Upon completion of any Work, Tenant, at Tenant's expense, shall obtain
certificates of final approval of such Work required by any governmental or
quasi-governmental authority and shall furnish Landlord with copies thereof,
together with "as-built" plans and specifications for such Work (if the cost of
such Work exceeds the Threshold Amount).

(f)  The conditions of Section 8.4 shall have been complied with, to the
extent applicable to the Work.

Section 8.7. Property of Landlord. All Alterations, repairs, and
--------------------                               
restoration completed or installed in or upon the Premises at any time during
the Term (excluding Tenant's trade fixtures, equipment, inventory, furnishings
and other personal property) shall become the property of Landlord and shall
remain upon and be surrendered with the Premises provided that, if prior to the
commencement of any Work, Landlord gives written notice to Tenant stating that
Landlord will require such Alterations to be removed from the Premises prior to
the Expiration Date or earlier termination of this Lease, the same shall be
removed from the Premises by Tenant by the Expiration Date (or if this Lease is
terminated earlier, then within sixty (60) days after the effective date of such
termination) at Tenant's expense. All property permitted or required to be
removed by Tenant at the end of the Term remaining in the Premises after
Tenant's removal shall be deemed abandoned and may, at the election of Landlord,
either be retained as Landlord's property or may be removed from the Premises by
Landlord at Tenant's expense. Tenant shall be responsible for, and shall
reimburse Landlord immediately after written demand therefor, any damage to the
Premises caused by the removal or demolition of Tenant's fixtures, structures or
other improvements which Tenant is required to remove pursuant to this Section
8.7 or which Tenant elects under the provisions of this Lease to remove. The
provisions of this Section 8.7 shall survive the expiration or earlier
termination of the Term.

10

ARTICLE IX
Insurance

(a)  Tenant shall obtain, upon execution of this Lease, and keep in force
at all times during the Term of this Lease, in the name of, and for the benefit
of, Landlord, any Mortgagee of the Land, Buildings and Premises, and Tenant, as
their interests may appear, a comprehensive public liability insurance policy,
insuring against claim or liability for personal injury to or death of any
persons and/or damage to property occurring in, on or about the Premises. Such
policy shall provide for a combined limit of Five Million Dollars ($5,000,000)
per occurrence for public liability or such higher amount as may be reasonably
required by Landlord from time to time. Tenant also agrees to and shall save,
hold and keep harmless and indemnify Landlord, and any Mortgagee of the Land,
Buildings and Premises, from and for all payments, expenses, costs, attorney
fees and from and for all claims and liability for losses or damage to property
or injuries to persons occasioned wholly or in part by or resulting from any
acts or omissions by Tenant or Tenant's agents, employees, guests, licensees,
invitees, subtenants, assignees or successors, or for any cause or reason
whatsoever arising out of or by reason of the occupancy by Tenant and the
conduct of Tenant's business, except to the extent Landlord or such other party
is reimbursed by insurance. Tenant agrees that all insurance procured by Tenant
shall be primary and non-contributing.

(b)  Tenant shall obtain, upon execution of this Lease, and keep in force
at all times during the Term of this Lease and any extensions thereof, Worker's
Compensation Insurance as required by law.

(c)  Tenant agrees to deliver to Landlord, within ten (10) days after the
execution and delivery of this Lease, and thereafter at least thirty (30) days
prior to the expiration of any such policy, a certificate of insurance on all
policies procured by Tenant in compliance with its obligations under this
Article IX.  Tenant also agrees to cooperate with Landlord and any Mortgagee of
the Land, Buildings and Premises to provide all reasonable information
pertaining to such policies.  All of said policies of insurance, if any, shall
name Landlord and any Mortgagee of the Land, Buildings and Premises, as insured,
as their respective interests may appear.  All such policies shall contain an
endorsement stating that such insurance may not be cancelled or amended except
upon not less than thirty (30) days' prior written notice to Landlord, or any
managing agent of the Land, Buildings and Premises designated by Landlord and,
if applicable, any Mortgagee of the Land, Buildings and Premises.  Tenant shall,
at Tenant's cost and expense, comply with all requests of the Tenant's insurance
carrier(s) with respect to Tenant's obligations under this Article IX.

(d)  Each of the parties shall use its best efforts to procure an
appropriate clause in, or endorsement on, any fire or extended coverage or "all
risk" insurance, or other insurance, required by this Lease, pursuant to which
the insurance companies waive subrogation or consent to a waiver of right of
recovery and, having obtained such clauses or endorsements of waiver of
subrogation or consent to a waiver of right of recovery, will not make any claim
against or seek to recover from the other for any loss or damage to persons, its
property or the property of others resulting from fire or other hazards covered
by such fire and extended coverage or "all risk" insurance, provided, however,
that the release, discharge, exoneration and covenant not to sue herein
contained shall be limited by, and be coextensive with, the terms and provisions
of the waiver of subrogation clause or endorsements or clauses or endorsements
consenting to a waiver or right of recovery.

11

(e)  Each party  hereby waives and releases any and all right of recovery
which it might otherwise have against the other party, and all liability and
expense for all injury, loss or damage to its business, contents, furniture,
furnishings, fixtures and other property , unless such injury, loss or damage
resulted from the intentional acts of the other party in which case the party
may exert any rights that it may have against the other party for said loss to
the extent not covered by proceeds of any insurance policies carried by the
party.

(f)  All of the certificates shall be obtained by Tenant and delivered to
Landlord on or prior to the date hereof, and thereafter as provided for herein,
and shall be written by insurance companies (i) rated not less than A and a
financial rating of not less than Class X as rated in the most current "Best's
Insurance Guide" (or any substitute guide acceptable to Landlord), (ii)
authorized to do business in the state where the Premises are located, and (iii)
of recognized responsibility and which are reasonably satisfactory to Landlord
and any Mortgagee.

(g)  The insurance required by this Lease, at the option of Tenant, may be
effected by blanket and/or umbrella policies issued to Tenant covering the
Premises and other properties owned or leased by Tenant, provided that the
policies otherwise comply with the provisions of this Lease and allocate to the
Premises the specified coverage, without possibility of reduction or coinsurance
by reason of, or damage to, any other premises named therein, and if the
insurance required by this Lease shall be effected by any such blanket or
umbrella policies, Tenant shall furnish to Landlord or Mortgagee certificates of
such policies, and, if requested, certified copies or duplicate originals.

(h)  Beginning on the Commencement Date, Landlord shall maintain at its
expense, but subject to reimbursement as Additional Rent, all risk property
insurance (including flood, earthquake and loss of rents coverage in favor of
Landlord equal to twelve (12) months on the Building). Tenant shall maintain, at
its expense, all risk property insurance on all of its personal property,
including removable trade fixtures, located on the Premises.  Said insurance
shall be in an amount equal to the full replacement cost of the Building as
determined by Landlord, including all additions and improvements made by Tenant.
Tenant shall maintain, at its expense, all risk property insurance on all of its
personal property, including removable trade fixtures, located on the Premises.

ARTICLE X
Fire and Other Casualty

In case of the destruction of the Premises or the Buildings of which the
Premises are a part by fire or other casualty during the term of this Lease, or
such partial destruction or damage thereto so as to render the Premises wholly
untenantable or unfit for occupancy, or should the Premises be so badly injured
that the same cannot be repaired within one hundred eighty (180) days from the
happening of such damage, or should the holder of any indebtedness secured by
the Premises not make the proceeds of insurance policies available for the
rebuilding of the damaged portion of the Premises and Landlord does not agree to
provide the necessary funds for such rebuilding, then and in any such case, at
the election of either Landlord or Tenant, upon written notice to the other
party exercised within thirty (30) days of the date it is determined that the
Premises cannot be repaired within one hundred eighty (180) days from the
happening of such damage, the Term hereby created shall cease and become null
and void from the date of such damage or destruction and then Tenant shall
immediately surrender the Premises and all interest therein to Landlord, and
Tenant shall pay the Rent within said Term only to the time of such destruction
or damage; and in case of such destruction or partial destruction of said

12

Buildings by fire, or other casualty, and the termination of this Lease pursuant
to the provisions of this Article X of this Lease, Landlord may re-enter and
repossess the Premises discharged from this Lease and may remove all parties
therefrom; provided, however, that the option to terminate this Lease pursuant
to the provisions of this Article X shall be null and void if not exercised
within thirty (30) days from the date it is determined that the Premises cannot
be repaired within one hundred eighty (180) days from the happening of such
damage.  In the event the Premises, or any part thereof so damaged, are
repairable within one hundred eighty (180) days from the happening of such
damage, and also if the Lease is not terminated by reason of such damage,
Landlord shall enter and repair any such damage with all reasonable speed.  From
the date of such injury and until repairs shall have been completed, the Rent,
or such proportionate share thereof as may be attributable to the portion
damaged or destroyed or rendered unusable in whole or part, shall be abated,
provided, if more than fifty percent (50%) of the balance of the Premises cannot
be used by Tenant in a manner contemplated by Article VII, Rent shall abate
completely during said one hundred eighty (180) day period.  In the event the
Premises shall be so slightly injured by fire, or other casualty, as not to be
rendered untenantable and unfit for occupancy, then Landlord agrees to repair
the same with reasonable promptness, and in that case the Rent accrued and
accruing shall not cease but shall continue without abatement.  In performing
any acts pursuant to the provisions hereunder, Landlord shall use its best
efforts to cause the least practical interference with Tenant's business.  In no
event however, shall the provisions of this Article become effective or be
applicable if the fire or other casualty and damage shall be the result of the
carelessness, negligence or improper conduct of Tenant or Tenant's agents,
employees, guests, licensees, invitees, subtenants, assignees or successors.  In
such case, Tenant's liability for payment of the Rent and the performance of all
the covenants, conditions and terms hereof on Tenant's part to be performed
shall continue and Tenant shall be liable for the damage and loss suffered by
Landlord.  Notwithstanding anything to the contrary, this provision shall not in
any way limit the Landlord's right to collect any Fixed Rent or Additional Rent
from any insurance company.

ARTICLE XI
Obligations of Tenant

Section 11.1. Compliance with Laws.  Tenant shall promptly comply with all
--------------------                                        
Requirements of Law of all Federal, state, municipal or over governmental or
quasi-governmental authorities or bodies then having jurisdiction over the
Premises (or any part thereof) and/or the use and occupation thereof by Tenant,
whether any of the same relate to or require (i) structural changes to or in and
about the Premises, or (ii) changes or requirements to or as the result of any
use or occupation thereof or otherwise, and subject to Article VIII, Tenant
shall so perform and comply, whether or not such Requirements of Law shall now
exist or shall hereafter be enacted or promulgated and whether or not the same
may be said to be within the present contemplation of the parties hereto.

Section 11.2. Notification of Landlord.  Tenant agrees to give Landlord
------------------------                                 
notice of any law, ordinance, rule, regulation or requirement enacted, passed,
promulgated, made, issued or adopted by any of the governmental departments or
agencies or authorities hereinbefore mentioned affecting in a material adverse
manner (i) the Premises, (ii) Tenant's use thereof or (iii) the financial
condition of Tenant, a copy of which is served upon or received by Tenant, or a
copy of which is posted on, or fastened or attached to the Premises, or
otherwise brought to the attention of Tenant, by mailing within five (5)
business days after such service, receipt, posting, fastening or attaching or
after the same otherwise comes to the attention of Tenant, a copy of each and
every one thereof to Landlord. At the same time, Tenant will inform Landlord as
to the Work 

13

which Tenant proposes to do or take in order to comply therewith.
Notwithstanding the foregoing, however, if such Work would require any
Alterations which would, in Landlord's opinion, reduce the value of the Premises
or change the general character, design or use of the Buildings or other
improvements thereon, and if Tenant does not desire to contest the same, Tenant
shall, if Landlord so requests, defer compliance therewith in order that
Landlord may, if Landlord wishes, contest or seek modification of or other
relief with respect to such Requirements, so long as Tenant is not put in
violation of any law, ordinance, rule, regulation or requirement enacted,
passed, promulgated, made, issued or adopted by any such governmental
departments or agencies or authorities, but nothing herein shall relieve Tenant
of the duty and obligation, at Tenant's expense, to comply with such
Requirements of Law, or such Requirements of Law as modified, whenever Landlord
shall so direct.

Section 11.3. Indemnification.  Except in the case of the gross negligence
---------------                                             
or willful misconduct of Landlord or its agents, employees, or contractors, or
breach of its obligations under this Lease, or as otherwise limited under
Article IX, Tenant shall defend, indemnify and save harmless Landlord, any
partners of Landlord and any officers, stockholders, directors or employees of
Landlord (collectively, "Indemnified Parties") from (a) any and all liabilities,
claims, causes of actions, suits, damages and expenses (collectively, "Claims")
arising from or under this Lease or Tenant's use, occupancy and operations of,
in or about the Premises prior to or during the Term or during the Term of the
Lease relating to the Premises; and (b) all costs, expenses and liabilities
incurred, including reasonable attorney's fees and disbursements through and
including appellate proceedings, in or in connection with any of such Claims. If
any action or proceeding shall be brought against any of the Indemnified Parties
by reason of any such Claims, Tenant, upon notice from any of the Indemnified
Parties, shall resist and defend such action or proceeding, at its sole cost and
expense by counsel to be selected by Tenant but otherwise satisfactory to such
Indemnified Party in its reasonable discretion. Tenant or its counsel shall keep
each Indemnified Party fully apprized at all times of the status of such
defense. Notwithstanding the foregoing, an Indemnified Party may retain its own
attorneys to defend or assist in defending any claim, action or proceeding
involving potential liability in excess of Five Million Dollars ($5,000,000),
and Tenant shall pay the actual and reasonable fees and disbursements of such
attorneys. The provisions of this Section 11.3 shall survive the expiration or
earlier termination of this Lease.

Section 11.4. No Liens.  If at any time prior to or during the Term (or
--------                                                 
within the statutory period thereafter if attributable to Tenant), any
mechanic's or other lien or order for payment of money, which shall have been
either created by, caused (directly or indirectly) by, or suffered against
Tenant, shall be filed against the Premises or any part thereof, Tenant, at its
sole cost and expense, shall cause the same to be discharged by payment, bonding
or otherwise, within thirty (30) days after the filing thereof unless such lien
or order is contested by Tenant in good faith and Tenant provides sufficient
security or evidence of financial ability, in each case to the reasonable
satisfaction of Landlord, to pay the amount of such lien or order. Tenant shall,
upon notice and request in writing by Landlord, defend for Landlord, at Tenant's
sole cost and expense, any action or proceeding which may be brought on or for
the enforcement of any such lien or order for payment of money, and will pay any
damages and satisfy and discharge any judgment entered in such action or
proceeding and save harmless Landlord from any liability, claim or damage
resulting therefrom. In default of Tenant's procuring the discharge of any such
lien as aforesaid Landlord may, without notice, and without prejudice to its
other remedies hereunder, procure the discharge thereof by bonding or payment or
otherwise, and all cost and expense which Landlord shall incur shall be paid by
Tenant to Landlord as Additional Rent forthwith.

14

Section 11.5. Liability for Work and Services.  Landlord shall not under
-------------------------------                           
any circumstances be liable to pay for any work, labor or services rendered or
materials furnished to or for the account of Tenant upon or in connection with
the Premises, and no mechanic's or other lien for such work, labor or services
or material furnished shall, under any circumstances, attach to or affect the
reversionary interest of Landlord in and to the Premises or any alterations,
repairs, or improvements to be erected or made thereon. Nothing contained in
this Lease shall be deemed or construed in any way as constituting the request
or consent of Landlord, either express or implied, to any contractor,
subcontractor, laborer or materialman for the performance of any labor or the
furnishing of any materials for any specific improvement, alteration to or
repair of the Premises or any part thereof, nor as giving Tenant any right,
power or authority to contract for or permit the rendering of any services or
the furnishing of any materials on behalf of Landlord that would give rise to
the filing of any lien against the Premises.

Section 11.6. Damage to Property of Tenant.  Neither Landlord nor its
----------------------------                           
agents shall be liable for any loss of or damage to the property of Tenant or
others by reason of casualty, theft or otherwise, or for any injury or damage to
persons or property resulting from any cause of whatsoever nature, unless caused
by or due to the gross negligence or willful misconduct of Landlord, its agents,
or employees.

ARTICLE XII
-----------
Default by Tenant; Remedies

Section 12.1. Events of Default.  Each of the following, which remain
-----------------                                      
uncured beyond any applicable grace period, shall be deemed an event of default
(an "Event of Default") and a breach of this Lease by Tenant:

(a)  If the Fixed Rent shall not be paid by Tenant for a period of five (5)
business days after written notice from Landlord that the same was due and
payable, provided, however, no such written notice shall be required for the
third and any subsequent failure to pay Fixed Rent before such failure shall
constitute an Event of Default.

(b)  If Tenant shall fail to pay any Additional Rent required to be paid by
Tenant hereunder for a period of five (5) days after written notice has been
delivered to Tenant by Landlord that the same was due and payable, provided,
however, no such written notice shall be required for the third and any
subsequent failure to pay Additional Rent before such failure shall constitute
an Event of Default.

(c)  If Tenant shall default in the performance or observance of any of the
other agreements, conditions, covenants or terms herein contained, if such
default shall continue for thirty (30) days after written notice by Landlord to
Tenant (or if such default is of such a nature that it cannot be completely
remedied within said thirty (30) day period, then if Tenant does not agree in
writing within such thirty (30) day period to cure the same, commence and
thereafter diligently prosecute the cure and complete the cure within a
reasonable period of time under the circumstances after such original written
notice of default by Landlord to Tenant).

(d)  If Tenant shall transfer all or any of its interest in this Lease
without compliance with the provisions of this Lease applicable thereto.

15

(e)  If (i) Tenant shall commence any case, proceeding or other action (A)
under any existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking
to have an order for relief entered with respect to Tenant, or seeking to
adjudicate Tenant bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, liquidation, dissolution, composition or other relief with respect
to Tenant or Tenant's debts, or (B) seeking appointment of a receiver, trustee,
custodian or other similar official for Tenant or for all or any substantial
part of Tenant's property; or (ii) Tenant shall make a general assignment for
the benefit of Tenant's creditors; or (iii) there shall be commenced against
Tenant any case, proceeding or other action of a nature referred to in clause
(i) above or seeking issuance of a warrant of attachment, execution, distraint
or similar process against all or any substantial part of Tenant's property,
which case, proceeding or other action (A) results in the entry of an order for
relief or (B) remains undismissed, undischarged or unbonded for a period of
sixty (60) days; or (iv) Tenant shall takes any action consenting to or
approving of any of the acts set forth in clause (i) or (ii) above; or (v)
Tenant shall generally not, or shall be unable to, pay Tenant's debts as they
become due or shall admit in writing Tenant's inability to pay Tenant's debts.

(f)  If Tenant is a corporation and shall cease to exist as a corporation
in good standing in the state of its incorporation, or if Tenant is a
partnership or other entity and Tenant shall be dissolved or otherwise
liquidated, then if Tenant does not completely remedy such default immediately
(or if Tenant's only knowledge of such default is by receipt of written notice
of such default, then within the ten (10) day period following receipt of such
written notice).

(g)  If Tenant shall fail to maintain the insurance required by Article IX
or furnish in a timely manner the agreements and/or certifications required by
Articles XVIII and XX, respectively.

(h)  An Event  of Default under the Ground Lease shall have occurred and be
continuing (except as a result of a breach by Landlord thereunder); or Tenant
shall fail to comply with its covenants set forth in Article XXXVI hereof; or
the Ground Lease shall, in whole or in part (except as a result of a breach by
Landlord thereunder), terminate, cease to be the legal, valid and binding
obligation of Landlord or the Ground Lessor;

(i)  An Event of Default shall have occurred under the Bond Documents and
be continuing, or any Bond Document or the Bond shall terminate, cease to be
binding or effective or cease to be the legal, valid and binding obligation of
any party thereof;

Section 12.2. Remedies. In addition to any other remedies available at law
--------                                                    
or in equity,

(a)  If an Event of Default (i) described in Sections 12.1(c) or (d) hereof
shall occur and Landlord, at any time thereafter, at its option, gives written
notice to Tenant stating that this Lease shall terminate on the date specified
in such notice, which date shall be not less than three (3) days after the
giving of such notice, and if, on the date specified in such notice, Tenant
shall have failed to cure the default which was the basis for the Event of
Default, or (ii) described in Sections 12.1(a), (b), (e), (f) or (g) hereof
shall occur, then all rights of Tenant under this Lease shall terminate and
Tenant immediately shall quit and surrender the Premises, which termination
shall not relieve Tenant from any liability then or thereafter accruing
hereunder.

(b)  If an Event of Default described in Section 12.1(a), (b) or (g) hereof
shall occur, or this Lease shall be terminated as provided in Section 12.2(a)
hereof, Landlord, without notice, 

16

and with or without court proceedings, (i) may re-enter and repossess the
Premises using such force for that purpose as may be lawful without being liable
to indictment, prosecution or damages therefor or (ii) may dispossess Tenant by
summary proceedings or otherwise, which re-entry and repossession by Landlord
shall not relieve Tenant from any liability then or thereafter accruing
hereunder, except that Tenant shall be entitled to any credit for rent received
from any reletting of the Premises or the value of the Premises pursuant to
Section 12.3(c) or (d).

Section 12.3. Effect Termination. If this Lease shall be terminated as
------------------                                      
provided in Section 12.2(a) hereof and/or Tenant shall be dispossessed by
summary proceedings or otherwise as provided in Section 12.2(b) hereof:

(a)  Tenant shall pay to Landlord all Rent payable under this Lease by
Tenant to Landlord to the date upon which this Lease shall have been terminated
or to the date of re-entry upon the Premises by Landlord, as the case may be.

(b)  Landlord may repair and alter the Premises in such manner as Landlord
may deem reasonably necessary or advisable without relieving Tenant of any
liability under this Lease or otherwise affecting any such liability, and for
let or relet the Premises or any parts thereof for the whole or any part of the
remainder of the Term or for a longer period, in Landlord's name or as agent of
Tenant, and out of any rent and other sums collected or received as a result of
such reletting Landlord shall: (i) first, pay to itself the actual cost and
expense of terminating this Lease, re-entering, retaking, repossessing,
repairing and/or altering the Premises, or any part thereof, and the actual cost
and expense of removing all persons and property therefrom, including in such
costs, market rate brokerage commissions, actual and customary legal expenses
and attomeys' fees and disbursements, (ii) second, pay to itself the actual cost
and expense sustained in securing any new tenants and other occupants, including
in such costs, market rate brokerage commissions, actual and customary legal
expenses and attorneys fees and disbursements and other expenses of preparing
the Premises for reletting, and, if Landlord shall maintain and operate the
Premises, the cost and expense of operating and maintaining the Premises, and
(iii) third, pay to itself any balance remaining on account of the liability of
Tenant to Landlord. Landlord in no way shall be responsible or liable for any
failure to relet the Premises or any part thereof, or for any failure to collect
any rent due on any such reletting, and no such failure to relet or to collect
rent shall operate to relieve Tenant of any liability under this Lease or to
otherwise affect any such liability.

Section 12.4. No Release From Liability.  No termination of this Lease
-------------------------                              
pursuant to Section 12.2(a) hereof and no taking possession of and/or reletting
the Premises, or any part thereof pursuant to Sections 12.2(b) and 12.3(b)
hereof, shall relieve Tenant of its liabilities and obligations hereunder, all
of which shall survive such expiration, termination, repossession or reletting.

Section 12.5. Receipt of Moneys.  No receipt of moneys by Landlord from
-----------------                                        
Tenant after termination of this Lease, or after the giving of any notice of the
termination of this Lease shall reinstate, continue or extend the Term or affect
any of the right of Landlord to enforce the payment of Rent payable by Tenant
hereunder or thereafter falling due, or operate as a waiver of the right of
Landlord to recover possession of the Premises by proper remedy, except as
herein otherwise expressly provided, it being agreed that after the service of
notice to terminate this Lease or the commencement of any suit or summary
proceedings, or after a final order or judgment for the possession of the
Premises, Landlord may demand, receive and collect any monies due or thereafter
falling due without in any manner affecting such notice, proceedings,

17

order, suit or judgment, all such monies collected being deemed payments on
account of Tenant's liability hereunder.

Section 12.6. Strict Performance. No failure by Landlord to insist upon the
------------------                                           
strict performance of any covenant, agreement, term or condition of this Lease
or to exercise any right or remedy consequent upon a breach thereof, and no
acceptance of full or partial Rent during the continuance of any such breach,
shall constitute a waiver of any such breach or of such covenant, agreement,
teals or condition. No covenant, agreement, term or condition of this Lease to
be performed or complied with by Tenant, ant no breach thereof, shall be waived,
altered or modified except by a written instrument executed by Landlord. No
waiver of any breach shall affect or alter this Lease, but each and every
covenant, agreement, term and condition of this Lease shall continue in full
force and effect with respect to any other then existing or subsequent breach
thereof.

Section 12.7. Costs and Expenses. Tenant shall pay to Landlord all costs
------------------                                        
and expenses, including, without limitation, attorneys' fees and disbursements,
incurred by Landlord in any action or proceeding to which Landlord may be made a
party by reason of any act or omission of Tenant. The prevailing party in any
action or settlement brought to enforce any of the covenants and provisions of
this Lease shall pay to the non-prevailing party, in addition to any other
relief available to such prevailing party, all costs, expenses and attorneys'
fees and disbursements incurred by such party in connection with such action.

Section 12.8. Default Rate.  If an Event of Default shall occur under this
------------                                                
Lease or Tenant shall fail to comply with its obligations under this Lease,
Landlord may (a) perform the same for the account of Tenant and (b) make any
expenditure or incur any obligation for the payment of money in connection with
any obligation owed to Landlord, including, but not limited to, reasonable
attomeys' fees and disbursements in instituting, prosecuting or defending any
action or proceeding, with interest thereon at the Default Rate and such amounts
shall be deemed to be Additional Rent hereunder and shall be paid by Tenant to
Landlord immediately upon demand therefor. Default Rate shall have the meaning
ascribed to it in Article I of this Lease; provided, however, that for purposes
of this Article XII, such Default Rate shall never exceed the maximum non-
usurious rate permitted by applicable law.

Section 12.9  Other Remedies. All rights and remedies of Landlord set forth
--------------                                              
in this Lease are in addition to all other rights and remedies available to
Landlord at law or in equity, including, without limitation, any remedies which
would be available to the landlord under the Bond Lease.  All rights and
remedies available to Landlord pursuant to this Lease or at law or in equity are
expressly declared to be cumulative.  The exercise by Landlord of any such right
or remedy shall not prevent the concurrent or subsequent exercise of any other
right or remedy.  No delay or failure by Landlord to exercise or enforce any of
Landlord's rights or remedies or Tenant's obligations shall constitute a waiver
of any such rights, remedies or obligations, Landlord shall not be deemed to
have waived any default by Tenant unless such waiver expressly is set forth in a
written instrument signed by Landlord.  If Landlord waives in writing any
default by Tenant, such waiver shall not be construed as a waiver of any
covenant, condition or agreement set forth in this Lease except as to the
specific circumstances described in such written waiver. If Landlord shall
institute proceedings against Tenant and a compromise or settlement thereof
shall be made, then the same shall not constitute a waiver of any subsequent
default of a similar nature or of any covenant, condition or agreement set forth
herein, nor of any of Landlord's rights hereunder.  Neither the payment by
Tenant of a lesser amount than the monthly installment of Fixed Rental,
Additional Rental or of any sums due hereunder nor any 

18

endorsement or statement on any check or letter accompanying a check for payment
of Rent or other sums payable hereunder shall be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such Rent or other sums or to pursue
any other remedy available to Landlord. No re-entry by Landlord, and no
acceptance by Landlord of keys from Tenant, shall be considered an acceptance of
a surrender of this Lease. If Tenant defaults in the making of any payment to
any third party or in the doing of any act herein required to be made or done by
Tenant, then Landlord may, but shall not be required to, make such payment or do
such act. The taking of such action by Landlord shall not be considered as a
cure of such default by Tenant or prevent Landlord from pursuing any remedy it
is otherwise entitled to in connection with such default. If Landlord elects to
make such payment or do such act, then all costs and expenses incurred by
Landlord, plus interest thereon at the Default Rate, from the date incurred by
Landlord to the date of payment thereof by Tenant, shall constitute Additional
Rental due hereunder; provided however, that nothing contained herein shall be
construed to permit Landlord to charge or receive interest in excess of the
maximum rate then allowed by law. Tenant hereby expressly waives, for itself and
all persons claiming by, through, or under it, any right of redemption or for
the restoration of the operation of this Lease under any present or future law,
including without limitation any such right that Tenant would otherwise have in
case Tenant shall be dispossessed for any cause, or in case Landlord shall
obtain possession of the Premises as herein provided.

ARTICLE XIII
------------
Condemnation

(a)  In the event that the whole of the Premises shall be taken for any
public or quasi-public use under any statute or by right of eminent domain, or
by private purchase by the condemnor in lieu thereof, then this Lease shall
automatically terminate as of the date that title shall be taken.  In the event
that a part of the Premises or the Land, including the parking area, shall be so
taken as to render the Premises or the Buildings unusable for the purpose for
which the Premises or the Buildings are leased, then Landlord and Tenant shall
each have the right to terminate this Lease on thirty (30) days' written notice
to the other, given within sixty (60) days following the date of such taking.
In the event that this Lease shall terminate or be terminated, the Rent
hereunder shall be equitably adjusted as of the date of termination.

(b)  In the event that a part of the Premises or the Buildings shall be so
taken and this Lease shall not terminate or be terminated pursuant to the
provisions of subparagraph(a) above, then the Rent shall be equitably
apportioned according to the square footage of the Premises or the Buildings so
taken and this Lease, in all other respects, shall remain in full force and
effect, and Landlord, at its own cost and expense, shall restore the remaining
portion of the Premises to the extent necessary to render it reasonably suitable
for the purpose for which the Premises or the Buildings were leased, provided
that such work shall not exceed the scope of the work required to be done in
originally constructing the Premises or the Buildings.

(c)  All condemnation proceeds awarded or paid upon such a total or partial
taking of the Buildings or the Premises shall belong to and be the property of
Landlord, and without any sharing by Tenant, whether such compensation results
from diminution in value of the leasehold or to the fee interest in the
Premises.  Tenant, however, shall have the right to seek and prosecute any claim
directly against the condemning authority in such condemnation proceedings for
moving expenses, inventory and/or movable trade fixtures, furniture and other
personal property belonging to Tenant, so long as such claim shall not diminish
or otherwise adversely affect Landlord's award or the award of any Mortgagee.

19

(d)  Subject to Tenant's right to terminate as set forth in subparagraph
(a) herein, Tenant agrees to execute and deliver, such instruments as may be
deemed necessary or required to expedite any condemnation proceedings or to
effectuate a proper transfer of title to such governmental or other public
authority, agency, body or public utility seeking to take or acquire the
Premises, the Buildings or any portion thereof. If title is transferred to such
governmental or other public authority, agency, body or public utility, Tenant
covenants and agrees to vacate the Premises and the Buildings, remove all of its
personal property therefrom and delivery up peaceable possession thereof to
Landlord or to such other party designated by Landlord on not less than ninety
(90) days' prior notice. Failure by Tenant to comply with any provision hereof
shall subject Tenant to such costs, expenses, damages and losses as Landlord may
incur by reason of Tenant's breach hereof.

ARTICLE XIV
Access and Right to Exhibit

(a)  Landlord and its agents, employees, vendors, licensees and independent
contractors shall have the right to enter upon the Premises at all reasonable
hours and on not less than two (2) business days' prior notice, and only under
the supervision of Tenant (and in emergencies at all times):  (i) to inspect the
same, (ii)  during the last nine (9) months of the Initial Term, or any Option
Term, to post "For Sale" signs on the Buildings and to exhibit the Premises to
any prospective purchaser or Mortgagee; or (iv) for any other lawful purpose.
Any performance by Landlord hereunder shall not be deemed a waiver of Tenant's
default in failing to perform same, nor shall Landlord be liable for any
inconvenience, disturbance, loss of business, loss of use of the Premises or
other damage of Tenant, due to said performance by Landlord, and the obligation
of Tenant pursuant to this Lease shall not thereby be affected in any manner
whatsoever, provided that the rules and regulations shall be enforced and
applied in a uniform, non-discriminatory manner.

(b)  For a period commencing nine (9) months prior to the end of the Term,
Landlord and its designees shall have reasonable access to the Premises for the
purpose of exhibiting the same to prospective tenants and to post any "To Let",
or to "To Lease" signs upon the Premises.

ARTICLE XV
Right of First Offer

Provided Tenant is not in default of its obligations under the Lease beyond
applicable notice and cure periods, during the Term of the Lease, Tenant shall
have a right of first offer ("Right of First Offer") to purchase the Premises on
the following terms and conditions.  If, at any time during the Term, Landlord
intends to sell the Premises to a third party (other than to an affiliate of
Landlord), Landlord shall afford Tenant with a right of first offer to purchase
the Building.  At such time, Landlord shall notify Tenant of such intention and
advise Tenant of its asking price and the proposed closing date (the "Offering
--------
Notice").  Within thirty (30) days after Tenant's receipt of the Offering Notice
------                                                                          
(which shall constitute Landlord's offer to sell the Premises on such terms),
Tenant shall have the right to accept such offer and to purchase the Premises
from Landlord, and shall communicate its acceptance by notice delivered to
Landlord.  Landlord and Tenant shall negotiate in good faith to reach agreement
as to the sale/purchase of the Premises, on terms that are customary for sales
of similar properties (unless expressly set forth to the contrary in the
Offering Notice), provided, however, if Landlord and Tenant are not able to
agree upon the terms of a definitive purchase and sale agreement for the
Premises, which incorporates the terms of the Offering Notice (with a closing
date as close as reasonably possible 

20

to any closing date agreed to by any existing party agreeing to purchase at the
price set forth in the Offering Notice or otherwise as agreed by the parties in
such agreement), within thirty (30) days after acceptance of the offer by
Tenant, Tenant shall be deemed to have waived its rights to purchase, provided
Landlord has negotiated in good faith. In the event Tenant has not accepted
Landlord's offer to purchase the Premises within the time period provided above,
this right of first offer shall terminate. However, in the event any of such
proposed financial terms are modified by more than seven and one-half percent
(7.5%) subsequent to the delivery of the Offering Notice to Tenant, Tenant shall
be afforded another opportunity to evaluate the proposed transaction and to
accept and/or negotiate such revised terms. If Tenant has waived its rights
hereunder and Landlord sells the Building to a third party (other than to an
affiliate of Landlord), the provisions hereof shall be deemed null and void upon
the consummation of such sale. The rights set forth herein and Landlord's
obligations with respect thereto, shall be personal to the original Tenant and
any assignee to which the original Tenant's entire interest in this Lease has
been assigned pursuant to the Lease and may only be exercised by the original
Tenant or such assignee (but not any subtenant or other person or entity).
Notwithstanding anything contained herein to the contrary, the right of first
offer contained in this Article XV shall not apply to any transfer of the
Premises in connection with a foreclosure of the Mortgage or the delivery of a
deed in lieu of foreclosure delivered by Landlord and shall be deemed null and
void and of no further force and effect upon the consummation of a transfer of
the Premises pursuant to any foreclosure proceedings commenced by Lender or a
delivery of a deed in lieu of foreclosure by Landlord.

ARTICLE XVI
Assignment or Sublease

(a)  Tenant may not sublet the Premises, or any part thereof, or assign
this Lease, without Landlord's prior written consent, which consent if given
shall require as a minimum that the following conditions be satisfied:

(i)    Tenant shall give Landlord fifteen (15) days prior notice in
writing, which writing shall set forth the name and address of the assignee or
subtenant, the rental to be paid by said assignee or subtenant, together with a
summary of all other material terms and conditions of said assignment or
subletting;

(ii)   At the time of such assignment and/or subletting, this Lease
must be in full force and effect without any material breach or default (after
any cure period) thereunder on the part of Tenant;

(iii)  In the case of an assignment, the assignee shall assume, by
written recordable instrument, the due performance of all of Tenant's covenants,
conditions and obligations hereunder;

(iv)   In the case of a sublease, the subtenant shall agree, by
written recordable instrument, to take occupancy subject to this Lease and to
perform all of Tenant's covenants, conditions and obligations hereunder;

(v)    A copy of the assignment or sublease and the original
assumption agreement, in form and content satisfactory to Landlord and any
mortgagee, fully executed and acknowledged by the assignee or subtenant,
together with a certified copy of a properly executed corporate resolution, if
applicable, authorizing and accepting such assignment, subletting or 

21

assumption agreement, shall be delivered to Landlord not less than fifteen (15)
days prior to the effective date of such assignment or subletting; and

(vi)   Such assignment or subletting shall be upon and subject to all
of the terms and conditions of this Lease, and Tenant and any prior assignee or
sublessee shall continue to be and remain primarily, jointly and severally
liable hereunder for the due and full performance of the terms, conditions and
obligations hereunder, including, but not limited to, payment of Rent.

(b)  Notwithstanding anything herein contained to the contrary and
notwithstanding any prior consent by Landlord, no subtenant or assignee shall
further assign or sublease the Premises without fifteen (15) days prior notice
to Landlord in each such instance and without compliance with the provisions of
this Paragraph.

(c)  In the event that the Rent paid by said subtenant or assignee to
Tenant exceeds the Rent payable to Landlord under this Lease, such excess rent
shall be called "Profit". Tenant shall deduct from the Profit (i) reasonable
advertising, architectural, marketing, brokerage, legal, tenant fit-up and other
expenses incurred by Tenant in connection with the sublease or assignment and
not passed through by Tenant to the assignee or subtenant, (ii) the reasonable
costs and expenses incurred by Tenant with respect to fitting-up the designated
space to be assigned or sublet immediately prior thereto, and (iii) Rent paid by
Tenant to Landlord under the Lease for the designated space after a 6-month
period during which Tenant has advised Landlord to list such space for sublease
or assignment with a licensed broker and the space remains not subject to a
sublease or assignment. After making said deductions, Tenant shall pay fifty
percent (50%) of the adjusted Profit to Landlord as Additional Rent. It is
further understood that Tenant shall make available to Landlord, upon request,
all records reflecting all deductible expenses and rental payments in the event
of a sublet or assignment.

(d)  Notwithstanding the foregoing provisions of this Paragraph, Tenant
shall have the right, without the necessity of obtaining Landlord's consent, but
subject to all other provisions of this Article XVI, to:

(i)    Sublet all or part of the Premises to any parent or affiliate
of Tenant;

(ii)   Assign this Lease to any parent or affiliate of Tenant; or

(iii)  Assign this Lease to a corporation which succeeds to all or
substantially all of the assets and business of Tenant or into which Tenant is
merged, if the net worth of such corporation, following such assignment, equals
or exceeds the net worth of Tenant at the date hereof or immediately prior to
such assignment, whichever is greater; provided, however, that Tenant, at all
times shall be and remain primarily, jointly and severally liable under this
Lease despite any such assignment.

(e)  For the purposes of subparagraph (e) above, the term "affiliate" shall
mean any company of which Tenant or Tenant's parent now or hereafter owns and
controls, directly or indirectly, twenty-five percent (25%) or more of the stock
having the right to vote for, or appoint, directors thereof.  For the purpose of
this definition, the stock so owned or controlled shall be deemed to include all
stock owned or controlled directly or indirectly by any other company of which
Tenant or Tenant's parent owns or controls, directly or indirectly, twenty-five
percent (25%) or more of the stock having the right to vote for directors
thereof.

22

(f)  In addition to the right of Landlord to declare this Lease to be in
default, the failure of Tenant or its assignee or subtenant to comply with any
of the material provisions and conditions of this Paragraph, following notice
and after any applicable cure period shall, at Landlord's option, render such
purported assignment or sublease null and void and of no force and effect.

ARTICLE XVII
Waiver of Redemption

Upon the expiration or sooner termination of this Lease or in the event of
entry of judgment for the recovery of the possession of the Premises in any
action or proceeding, or if Landlord shall enter the Premises by process of law
or otherwise, Tenant, for itself and all persons claiming through or under
Tenant, including, but not limited to, its creditors, hereby waives and
surrenders any right or privileges or redemption provided or permitted by any
statute, law or decision now or hereafter in force, to the extent legally
authorized and does hereby waive and surrender up all rights or privileges which
it may or might have under and by reason of any present or future law or
decision, to redeem the Premises or for a continuation of this Lease after
having been dispossessed or ejected therefrom by process of law, or otherwise.

ARTICLE XVIII
Mortgage Priority

This Lease shall be and hereby is made subject and subordinate at all times
to the lien of all Mortgages and all advances made thereon which may now or
hereafter affect the Land, and/or Buildings, and to all increases, renewals,
modifications, consolidations, participations, replacements and extensions
thereof, irrespective of the time of recording such lien, without the necessity
of any further instrument of subordination.  In the event, however, that
Landlord or Mortgagee desires confirmation of such subordination, Tenant shall
promptly execute and deliver any certificate or instrument that may be
requested.  In confirmation of such subordination, Tenant shall promptly
execute, acknowledge and deliver any instrument that Landlord, any Mortgagee or
ground lessor, or any of their respective successors in interest may request to
evidence such subordination.  Tenant shall not have the right to place any lien
or encumbrance of any kind against the Premises, or any of its fixtures,
furniture, equipment or improvements, other than a chattel mortgage on its
movable trade fixtures and equipment. Tenant further agrees that upon receipt of
notice of the existence of a Mortgage, accompanied by the name and address of
the Mortgage holder, Tenant shall furnish to said Mortgage holder copies of any
notices given to Landlord under or relating to this Lease.

ARTICLE XIX
Landlord Consent

With respect to any provision hereof which provides for the consent or
approval of Landlord, said consent or approval shall be in writing and shall not
be unreasonably withheld, conditioned or delayed.

ARTICLE XX
Certification

Tenant agrees, without charge and at any time, and from time to time,
within ten (10) days after written request, to certify by a written instrument
duly executed, acknowledged and 

23

delivered to Landlord or any other person, firm or corporation specified in such
request and for the following purposes, including, without limitation, sale,
financing or refinancing, assignment or subletting; (a) as to whether this Lease
has been modified or amended, and, if so, the substance and manner of such
modification or amendment; (b) as to the validity and force and effect of this
Lease; (c) as to the existence of any default thereunder; (d) as to the
existence of any offsets, counterclaims or defenses thereto on the part of
Tenant; (e) as to the commencement and expiration dates of the Term; (f) as to
the dates to which Rent payments have been made (g) as to any other matters as
may reasonable be so requested, including without limitation the condition of
all systems, elements and components of the Premises. Any such certificate may
be relied upon by Landlord and any other person, firm or corporation to whom the
same may be exhibited or delivered and their successors and assigns, and Tenant
shall be bound by the contents of such certificate.

ARTICLE XXI
Waiver of Trial by Jury

Landlord and Tenant waive the right to a trial by jury in any action or
proceeding based upon, or related to, the subject matter of this Lease.  This
waiver is knowingly, intentionally, and voluntarily made by Landlord and Tenant
and Tenant acknowledges that neither Landlord or any person acting on behalf of
Landlord has made any representations of act to induce this waiver of trial by
jury or in any way to modify or nullify its effect.  Landlord and Tenant further
acknowledge that they have been represented (or has had the opportunity to be
represented) in the signing of this lease and in the making of this waiver by
independent legal counsel, selected of their own free will, and that they have
had the opportunity to discuss this waiver with counsel.  Landlord and Tenant
further acknowledge that they have read and understand the meaning and
ramification of this waiver provision and as evidence of this fact sign their
initials.

ARTICLE XXII
Option to Extend

Section 22.1 Renewal Option. Provided that Tenant shall not be in default
--------------                                              
of any term, provision, condition or covenant therein at the time of the
exercise of the option set forth in this Article XXII or at the time said option
shall take effect and provided further that Tenant is occupying the Premises so
as to enable Tenant to carry out its business at the time of the exercise of the
option set forth in this Article XXII and at the time the option takes effect,
Tenant shall have the right to extend the Initial Term of this Lease for two (2)
additional periods of ten (10) years each (the "Option Term") commencing on the
date following the termination of the Initial Term.  Said Option Term shall be
on the same terms, conditions, provisions and covenants as are set forth herein
with the following exceptions:

(a)  Fixed Rent shall be (i) adjusted to the greater of (x) 95% of the
Market Rent or (y) the Fixed Rent payable during the final year of the Term
immediately prior to such extension, and (ii) the Fixed Rent as so determined
shall be increased by 15% beginning with the 61/st/ month of each Option Term;

(b)  Following extension of the option for the second Option Term, Tenant
shall have no further unilateral renewal option; and

(c)  Landlord shall lease to Tenant the Premises in its then-current
condition, and Landlord shall not provide to Tenant any allowances (e.g., moving
allowance, construction 

24

allowance, and the like) or other tenant inducements.

Tenant's rights hereunder shall terminate if (1) this Lease or Tenant's
right to possession of the Premises is terminated, (2) Tenant assigns its
interest in this Lease or sublets more than fifty percent (50%) of the total
rentable square feet of the Premises (other than by way of a Permitted
Transfer), or (3) Tenant fails to timely exercise either of its options, time
being of the essence with respect to Tenant's exercise thereof.

Market rent shall be a rental rate equal to the then current market rate,
for comparable space in other buildings comparable to the Premises in the sub-
market taking into account all relevant factors including the size and cost of
the building in question when compared to the Premises and the amenity package
available for the building in question when compared to the Premises
(collectively the "Market Rent").

Upon receiving notice of Tenant's intent to extend the Term of the Lease,
Landlord shall notify Tenant in writing of its determination of Market Rent
("Landlord's Market Rent").  In the event Tenant rejects Landlord's
determination of the Market Rent, Tenant shall include with its notice of
rejection, Tenant's determination of Market Rent ("Tenant's Market Rent").
Landlord and Tenant shall then negotiate in good faith for thirty (30) days
following the delivery of Tenant's notice to Landlord in an attempt to reach an
agreement as to the Market Rent.  If, however, Landlord and Tenant are unable to
reach an agreement as to the Market Rent, then Tenant shall have the option
within five (5) days following the end of such thirty (30) day period to (1)
revoke its election to extend the term of this Lease, or (2) to request binding
mediation.  In the event that Tenant shall revoke its notice to extend the term
of this Lease, the Lease shall expire per its terms.  In the event that Tenant
shall elect the binding mediation, then Landlord and Tenant shall, within ten
(10) days thereafter, each designate a qualified real estate professional.  The
two (2) such appointees shall within five (5) days thereafter, designate a third
real estate professional having substantially similar qualifications.

After a third real estate professional has been designated in accordance
with the above paragraph, then within twenty (20) days after the appointment of
the third representative, the group shall select either Landlord's Market Rent
or Tenant's Market Rent as being most representative of Market Rent, and the
Lease shall be modified under those terms and conditions.

Section 22.2 Exercise Notice. Each Option Term herein granted to extend the
---------------                                               
Term shall be exercised by Tenant by the delivery of written notice thereof to
Landlord not less than nine (9) months prior to the expiration of the Term and
any extensions thereof, time being of the essence.  In the event that Tenant
shall fail to deliver said notice within such time, it shall be conclusively
deemed to mean that Tenant has elected not to exercise said Option Term,
whereupon all Option Terms shall cease and terminate and be of no further force
and effect.

ARTICLE XXIII
Quiet Enjoyment

Landlord covenants and agrees with Tenant that, upon Tenant's paying the
Rent and observing and performing all of the terms, provisions, covenants and
conditions on its part to be observed and performed, Tenant may peaceably and
quietly enjoy the premises during the Term hereof, subject however, to all of
the terms, conditions, covenants and provisions of this Lease and to any
Mortgage to which this Lease is subject.

25

ARTICLE XXIV
Landlord and Personal Liability

(a)  The term "Landlord" as used in this Lease means only the then owner(s)
or the Mortgagee in possession for the time being of the Land and Buildings, so
that in the event of any sale of the Land and Buildings, Landlord herein shall
be and hereby is entirely freed and relieved of all obligations of Landlord
hereunder arising thereafter without the necessity of further agreement between
the parties and such purchaser or assignee shall have assumed and agreed to
observe and perform all obligations of Landlord hereunder.

(b)  Notwithstanding anything herein contained to the contrary, it is
specifically understood and agreed that there shall be no personal liability on
the part of the individual, officers, directors and shareholders who comprises
Landlord, its successors or assigns, with respect to any of the terms,
provisions, covenants and conditions of this Lease, and that Tenant shall look
solely to the estate, property and equity of Landlord or such successor in
interest in the Land and Buildings or the sales proceeds thereof and subject to
the prior rights of any Mortgagee for the satisfaction of each and every remedy
of Tenant in the event of any breach by Landlord, or by such successor in
interest of any of the terms provisions, covenants and conditions of this Lease
to be performed by Landlord which exculpation of personal liability shall be
absolute and without exception.

ARTICLE XXV
Notices

All notices, demands or requests required under the terms of this Lease
shall be deemed to have been duly made or given when personally delivered or
received by the United States mail, or express mailed with a widely recognized,
reputable organization, postage prepaid, and addressed to the respective parties
at the addresses set forth in Article I, or to such other address as either
party may designate in writing, which notice of change of address shall be given
in the same manner.

ARTICLE XXVI
Covenants, Effect of Waiver

(a)  Every term, condition, agreement or provision set forth in this Lease
shall be deemed to also constitute a covenant.

(b)  The waiver of any term, provision, covenant or condition by either
party shall not be construed as a waiver of a subsequent breach of the same or
any other term, provision, covenant or condition, and the consent or approval by
Landlord to or of any act by Tenant requiring Landlord's consent or approval
shall not be construed to waive or render unnecessary Landlord's consent or
approval to or of any subsequent similar act by Tenant.  The failure of either
party to insist in any one or more instances upon the strict performance of any
term, condition, provision, covenant or agreement or to exercise any option or
any right hereunder, shall not be construed as a waiver or relinquishment of the
same for the future.  The receipt by Landlord of any Rent payment or the
acceptance by Landlord of the performance of anything required to be performed
by this Lease, with knowledge of a breach of any term, condition, provision or
covenant of this Lease shall not be deemed a waiver of such breach.  No term,
condition, provision or covenant of this Lease shall be deemed to have been
waived unless such waiver is in writing and signed by the waiving party.  No
payment by Tenant or receipt and/or 

26

acceptance by Landlord of a lesser sum than the agreed-upon Rent shall operate
or be deemed or construed to be other than on account of the earliest Rent then
unpaid, nor shall any endorsement or statement on any check or any letter or
writing accompanying any check nor the acceptance of any check or payment be
deemed an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to its right to recover the balance of any Rent or to pursue
any other remedy to which it may be entitled.

ARTICLE XXVII
Holding Over

Any holding over or continued occupancy by Tenant after the expiration of
the Term of this Lease shall not operate to extend or renew this Lease or to
imply or create a new lease.  In such event, Landlord shall have the right to
immediately terminate Tenant's occupancy, or to treat Tenant's occupancy as a
tenancy at sufferance. Tenant shall pay Fixed Rent during any holdover period at
a rate of 130% of the Fixed Rent during the last month of the expired Term and
shall continue to pay Additional Rent.

ARTICLE XXVIII
Attornment

At the option of Landlord, a purchaser of the Land, Buildings and Premises,
or the holder of any Mortgage affecting the Premises, Tenant agrees that neither
the sale of the Land and Buildings, nor the foreclosure of any Mortgage
affecting the Premises, nor the institution of any suit, action, summary or
other proceeding by Landlord or any Mortgagee shall, by operation of law or
otherwise, result in the cancellation or termination of this Lease or the
obligations of Tenant hereunder, and Tenant covenants and agrees in such event
to attorn to Landlord or to the holder of such Mortgage, or to the purchaser of
the Land and Buildings, whether by foreclosure or otherwise.  Tenant agrees to
execute any document reasonably required to evidence such attornment, if
requested, within ten (10) days of the request therefor.

ARTICLE XXIX
Broker

Landlord and Tenant each represent to the other that they have dealt with
no real estate broker other than Professional Real Estate Services, Inc., 1201
Dove Street, Suite 100, Newport Beach, California ("Broker"), in connection with
this Lease.  Landlord and Tenant agree that if any claims should be made for
commissions by any other broker, the parties hereto will indemnify and save each
other harmless from any and all claims, demands, losses, liabilities, judgments,
costs, expenses, attorneys' fees or other damages resulting from, arising out
of, or in connection therewith. Tenant agrees to pay the brokerage commission
due in connection with this Lease to Broker in accordance with the terms and
conditions of a separate agreement entered into or to be entered into between
Tenant and Broker. Tenant agrees to indemnify, defend and hold Landlord harmless
from and against any claim for a sale or leasing commission which may be made by
Broker or anyone claiming under Broker in connection with the purchase of the
Premises by Landlord or the leasing of the Premises to Tenant, including any
extensions or renewals of this Lease.

27

ARTICLE XXX
Environmental Laws

Section 30.1. Representations and Warranties. Tenant represents and
------------------------------                       
warrants to Landlord and each Mortgagee that Tenant has conducted an appropriate
inquiry and that except as disclosed in those specified reports listed on
Exhibit "C" attached hereto and made a part hereof no Hazardous Substance (as
-----------                                                                  
defined below) has been used, generated, manufactured, produced, stored,
released, discharged or disposed of on, under, from or about the Premises except
in compliance with applicable Environmental Laws. Tenant will not use, generate,
manufacture, produce, store, release, discharge or dispose of on, under, from or
about the Premises or transport to or from the Premises any Hazardous Substance
except in compliance with applicable Environmental Laws and will use its best
efforts not to allow or suffer any other person or entity to do so.

Section 30.2  Compliance with Law. Tenant shall keep and maintain the
-------------------                                    
Premises in compliance with, and shall use its best efforts not to cause, permit
or suffer the Premises to be in violation of any Environmental Law (as defined
below).

Section 30.3. No Violation. Tenant represents and warrants to Landlord and
------------                                                
any Mortgagee that Tenant has not received any notice of a violation, and to its
knowledge there are no violations, of any Environmental Law, nor incurred any
previous liability therefor with respect to the Premises. Tenant shall give
prompt written notice to Landlord of:

(i)   becoming aware of any use, generation, manufacture, production,
storage, release, discharge or disposal of any Hazardous Substance on, under,
from or about the Premises or the migration thereof to or from other property;

(ii)  the commencement, institution or threat of any proceeding, inquiry or
action by or notice from any local, state or federal governmental authority with
respect to the use or presence of any Hazardous Substance on the Premises or the
migration thereof from or to other property;

(iii) all claims made or threatened by any third party against Tenant or
the Premises relating to any damage, contribution, cost recovery, compensation,
loss or Injury resulting from any Hazardous Substance;

(iv)  Tenant's discovery of any occurrence or condition on any real
property adjoining or in the vicinity of the Premises that could cause the
Premises or any part thereof to be subject to any restrictions on the ownership,
occupancy, transferability or use of the Premises under any Environmental Law,
or any regulation adopted in accordance therewith, or to be otherwise subject to
any restrictions on the ownership, occupancy, transferability or use of the
Premises under any Environmental Law; and

(v)   obtaining knowledge of any incurrence of expense by any governmental
authority or others in connection with the assessment, containment or removal of
any Hazardous Substance located on, under, from or about the Premises or any
property adjoining or in the vicinity of the Premises.

Section 30.4. Legal Proceedings. Landlord shall have the right, but not the
-----------------                                            
obligation, to join and participate in, as a party if it so elects, any legal
proceedings or actions initiated with respect to the Premises in connection with
any Environmental Law at its own expense or be defended by Tenant from and
against any such proceedings or actions with counsel chosen by 

28

Landlord (provided that Landlord and Tenant shall attempt, in good faith, to
agree on one counsel to represent both Landlord and Tenant, if in Landlord's
good faith determination such joint representation is feasible or appropriate
under the circumstances), and shall have the right to make inquiry of and
disclose all information to appropriate governmental authorities when advised by
counsel that such disclosure may be required under applicable law.

Section 30.5. Authorization. Without Landlord's prior written consent,
-------------                                           
which consent shall not be unreasonably withheld, conditioned or delayed, Tenant
shall not take any remedial action, other than pursuant to the plan developed in
accordance with Section 30.7, in response to the presence of any Hazardous
Substance on, under, from or about the Premises, nor enter into any settlement,
consent or compromise which might, in Landlord's reasonable judgment, impair the
value of Landlord's interest in the Premises under this Lease; provide, however,
that Landlord's prior consent shall not be necessary if the presence of
Hazardous Substance on, under, from or about the Premises either poses an
immediate threat to the health, safety or welfare of any individual or is of
such a nature that an immediate remedial response is necessary and it is not
practical or possible to obtain Landlord's consent before taking such action. In
such event, Tenant shall notify Landlord as soon as practicable of any action so
taken. Landlord agrees not to withhold its consent, where such consent is
required hereunder, if either (i) a particular remedial action is ordered by a
court or any agency of competent jurisdiction, or (ii) Tenant establishes to the
reasonable satisfaction of Landlord that there is no reasonable alternative to
such remedial action which would result in less impairment of Landlord's
interest in the Premises.

Section 30.6. Environmental Indemnification. Tenant shall protect,
-----------------------------                       
indemnify and hold harmless Landlord and each Mortgagee, their respective
directors, officers, partners employees, agents, successors and assigns from and
against (a) any and all claim, loss, damage, cost, expense, liability, fines,
penalties, charges, administrative and judicial proceedings and orders,
judgments. remedial action requirements, enforcement actions of any kind
(including, without limitation, reasonable attorneys' and costs) directly or
indirectly arising out of or attributable to, in whole or in part, the breach of
any of the covenants. representations and warranties of this Article XXX or the
use, generation, manufacture, production, storage, release, threatened release,
discharge, disposal, or presence of a Hazardous Substance on, under, from or
about the Premises due to the actions of Tenant, or any of its employees,
agents, contractors of subcontractors, or (b) any other activity carried on or
undertaken on or off the Premises, whether during the period of Tenant's
ownership of the Premises or during the Term, by Tenant or any employees,
agents, contractors or subcontractors of Tenant or any third persons present on
the Premises with the consent of the Tenant, in connection with the handling,
treatment, removal, storage, decontamination, clean-up, transport or disposal of
any Hazardous Substance located or present on, under, from or about the Premises
during the Term or Tenant's ownership of the Premises or both, including,
without limitation:  (i) the costs of any required or necessary repair, cleanup
or detoxification of the Premises and the preparation and implementation of any
closure, remedial or other required plans including, without limitation: (A) the
costs of removal or remedial action incurred by the United States Government or
the state in which the Premises are located, or response costs incurred by any
other person, or damages from injury to, destruction of, or loss of natural
resources, including the costs of assessing such injury, destruction or loss,
incurred pursuant any Environmental Law; (B) the clean-up costs, fines, damages
or penalties incurred pursuant to the provisions of applicable state law; and
(C) the cost and expenses of abatement, correction or clean-up, fines, damages,
response costs or penalties which arise from the provisions of any other
statute, state or federal; and (ii) liability for personal injury or property
damage, including damages assessed for the maintenance of the public or private
nuisance, 

29

response costs or for the carrying on of an abnormally dangerous activity.

This indemnity is intended to be operable under 42 U.S.C. Section
9607(e)(1), and any successor section thereof and shall survive expiration or
earlier termination of this Lease and any transfer of all or a portion of the
Premises by Tenant.

The foregoing indemnity shall in no manner be construed to limit or
adversely affect Landlord's rights under this Article XXX, including, without
limitation, Landlord's rights to approve any Remedial Work (as defined below) or
the contractors and consulting engineers retained in connection therewith.

Section 30.7. Remedial Work.  In the event that any investigation, site
-------------                                            
monitoring, containment, cleanup, removal, restoration or other remedial work of
any kind or nature (the "Remedial Work'") is required of Landlord or Tenant by
any applicable local, state or federal law or regulation, any judicial order, or
by any governmental entity or person because of, or in connection with, the
current at future presence, suspected presence, release or suspected release of
a Hazardous Substance in of into the air, soil, groundwater, surface water or
soil vapor at, on, about, under or within the Premises (or any portion thereof),
Tenant shall within thirty (30) days after written demand for performance
thereof by Landlord (or such shorter period of time as may be required under any
applicable law, regulation, order or agreement), commence to perform, or cause
to be commenced, and thereafter diligently prosecute to completion, within such
period of time as may be required under any applicable law, regulation, order or
agreement, all such Remedial Work at Tenant's sole expense in accordance with
the requirements of any applicable governmental authority or Environmental Law.
All Remedial Work shall be performed by one or more contractors, approved in
advance in writing by Landlord and under the supervision of a consulting
engineer in advance in writing by Landlord.  All costs and expenses of such
Remedial Work shall be paid by Tenant as Additional Rent, including, without
limitation, the charges of such contractor(s) and/or the consulting engineer,
and Landlord's reasonable attorneys' fees and costs incurred in connection with
monitoring or review of such Remedial Work. In the event Tenant shall fail to
timely commence, or cause to be commenced, or fail to complete the Remedial Work
within the time required above, Landlord may, but shall not be required to,
cause such Remedial Work to be performed and all costs and expenses thereof, or
incurred in connection therewith shall be paid by Tenant to Landlord as
Additional Rent forthwith.

Section 30.8. Inspections. In the event that Landlord reasonably believes
-----------                                                
that there may be a violation or threatened violation by Tenant of any
Environmental Law or a violation or threatened violation by Tenant of any
covenant under this Article XXX.  Landlord is authorized, but not obligated, by
itself, its agents, employees or workmen to enter at any reasonable time, so
long as Landlord uses its reasonable best efforts to not unduly interfere with
Tenant's normal conduct of business, upon any part of the Premises for the
purposes of inspecting the same for Hazardous Substances and Tenant's compliance
with this Article XXX, and such inspections may include, without limitation,
soil borings. Tenant agrees to pay to Landlord, upon Landlord's demand, all
actual and customary expenses, costs or other amounts incurred by Landlord in
performing any inspection for the purposes set forth in this Section 30.8 which
results in the confirmation of the existence of Hazardous Substances in
violation of any Environmental Law or Tenant's obligations under this Lease.

Section 30.9. Costs and Expenses.  All costs and expenses incurred by
------------------                                     
Landlord under this Article XXX shall be immediately due and payable as
Additional Rent upon demand and shall bear interest at the Default Rate from the
date of notice of such payment by Landlord and 

30

the expiration of any grace period provided herein until repaid.

Section 30.10. "Environmental Laws" shall mean any federal, state or local
------------------                                        
law, statute, ordinance or regulation pertaining to health, industrial hygiene,
hazardous waste or the environmental conditions on, under, in or about the
Premises, including, without limitation, the laws listed in the definition of
Hazardous Substances below.

Section 30.11. "Hazardous Substances" shall mean any element, compound,
--------------------                                   
chemical mixture, contaminant, pollutant, material, waste or other substance
which is defined, determined or identified as a "hazardous substance",
"hazardous waste" or "hazardous material" under any federal, state or local
statute, regulation or ordinance applicable to a real property, as well as any
amendments and successors to such statute and regulations, as may be enacted and
promulgated from time to tune, including, without limitation, the following: (i)
the Comprehensive Environmental Response, Compensation and Liability Act of 1980
(codified in scattered sections of 26 U. S.C., 33 U.S.C., 42 U.S.C. and 42
U.S.C. (S) 9601 et seq.); (ii) the Resource Conservation and Recovery Act of
------                                                      
1976 (42 U.S.C. (S) 6901 et seq.); (iii) the Hazardous Materials Transportation
------                                                
Act (49 U.S.C. (S) 1801 et. seq.); (vi) the Toxic Substances Control Act (15
U.S.C. (S) 2601 et seq.; (v) the Clean Air Act (33 U.S.C.-(S) 1251 et seq.);
------                                             ------   
(vi) the Clean Air Act (42 U.S.C. (S) 7401 et seq.); (vii) the Safe Drinking
------                           
Water Act (21 U.S.C. (S) 349, 42 U.S.C. (S) 201 and (S) 300f et seq.); (viii)
------          
the National Environmental Policy Act of 1969 (42 U.S.C. (S) 3421); (ix) the
Superfund Amendment and Reauthorization Act of 1986 (codified in scattered
sections of 10 U.S.C., 29 U.S.C., 33 U.S.C. and 42 U.S.C.); and (x) Title III of
the Superfund Amendment and Reauthorization Act (40 U.S.C. (S) 1101 et seq.).
------   

ARTICLE XXXI
Validity of Lease

The terms, conditions, covenants and provisions of this Lease shall be
deemed to be severable.  If any clause or provision herein contained shall be
adjudged to be invalid or unenforceable by a court of competent jurisdiction or
by operation of any applicable law, the same shall be deemed to be severable and
shall not affect the validity of any other clause or provision herein, but such
other clauses or provisions shall remain in full force and effect, unless such
provisions shall relate, in any material respect, to any payment of Rent
hereunder, in which event, Landlord, on not less than thirty (30) days' written
notice to Tenant, shall have the right to terminate this Lease on the date
specified in such notice, whereupon all Rent charges shall be apportioned as of
the date of termination and with the same force and effect as if the Lease
terminated on the maturity date set forth herein.  This Lease shall be
interpreted, governed by and enforced in accordance with the laws of the state
in which the Premises are located.

ARTICLE XXXII
Reference

Wherever herein the singular number is used, the same shall include the
plural, and the masculine gender shall include the feminine and neuter genders,
if applicable.  The paragraph headings and captions used herein are for
reference and convenience only.  The words "re-enter" and "re-entry" as used
herein are not restricted to their technical legal meaning.

31

ARTICLE XXXIII
Entire Agreement

This Lease contains the entire agreement between the parties.  No oral
statement or prior written matter shall have any force or effect nor shall the
waiver of any provision of this Agreement be effective unless in writing, signed
by the waiving party.  Tenant agrees that it is not relying on any
representations or agreements other than those contained in this Lease.  This
Agreement shall not be modified except by a writing executed by both parties,
nor may this Lease be cancelled by Tenant except with the written consent of
Landlord, unless otherwise specifically provided herein.  The covenants,
provisions, terms, conditions and agreements contained in this Lease shall bind
Landlord and Tenant and their respective successors and assigns and shall inure
to the benefit of Landlord, Tenant, their respective successors, the assigns of
Landlord and the assigns or sublessees of Tenant who shall have obtained an
assignment of lease or sublease in accordance with the provisions of this Lease
hereto.

ARTICLE XXXIV
Merger of Title

There shall be no merger of this Lease or of the leasehold estate created
hereby by reason of the fact that the same Person may acquire, own or hold,
directly or indirectly, in whole or in part, (a) this Lease or the leasehold
estate created hereby or any interest in this Lease or such leasehold estate, or
(b) the ground leasehold estate in the Premises, except as may expressly be
stated in a written instrument duly executed and delivered by the appropriate
Person.

ARTICLE XXXV
Assignment by Landlord

Except in connection with any indebtedness secured by the Premises from
time to time, Landlord agrees not to assign all or any part of Landlord's
interest in this Lease or the Premises to any party who, at the time of such
assignment, is a material competitor of Tenant in the business of information
technology or has been or is involved in material litigation or threatened
litigation with Tenant (collectively, an "adverse assignee") without first
offering the Premises to Tenant on the same terms and conditions contained in
any such offer.  Landlord may in writing submit to Tenant the name of any party
to whom Landlord wishes to assign all or any part of Landlord's interest in this
Lease.  Within fifteen (15) days after receipt, Tenant shall in writing advise
Landlord that such party is or is not an adverse assignee and whether Tenant
wishes to exercise its right of first offer. Any exercise of the right of first
offer shall be in accordance with the provisions of Article XV.  If Tenant fails
to respond to Landlord within such period of time, said party shall been deemed
not to be an adverse assignee.  The limitations set forth in this Article shall
not apply to any purchaser at a judicial or non-judicial foreclosure sale, or to
any deed in lieu of foreclosure to or on behalf of a Mortgagee, pursuant to the
terms of any Mortgage.

ARTICLE XXXVI
Ground Lease and Bond Documents

During the Term, Tenant shall not do or permit anything that would violate,
breach, or be contrary to any of the terms, conditions or covenants of the
Ground Lease and the Bond Documents, and Tenant shall observe and perform all
the obligations of Landlord under the Ground Lease and the Bond Documents which
relate to Tenant's use and occupancy of the 

32

Premises other than the payment rent.

ARTICLE XXXVII
Miscellaneous

Section 37.1 Amendments and Modifications.  Neither this Lease, any lease
----------------------------                                
supplement nor any provision hereof may be amended, waived, discharged or
terminated except by an instrument in writing in recordable form signed by
Landlord and Tenant.

Section 37.2 Successors and Assigns. All the terms and provisions of this
----------------------                                      
Lease shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

Section 37.3 Headings and Table of Contents.  The headings and table of
------------------------------                            
contents in this Lease are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof.

Section 37.4 Counterparts. This Lease may be executed in any number of
------------                                             
counterparts, each of which shall be an original, but all of which shall
together constitute one and the same instrument.

Section 37.6 Governing Law. THIS LEASE SHALL BE GOVERNED BY, AND CONSTRUED
-------------                                                
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TENNESSEE, WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES. WITHOUT LIMITING THE FOREGOING, IN THE
EVENT THAT THIS LEASE IS DEEMED TO CONSTITUTE A FINANCING, WHICH IS THE
INTENTION OF THE PARTIES, THE LAWS OF THE STATE OF TENNESSEE, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES, SHALL GOVERN THE CREATION, TERMS AND PROVISIONS OF
THE INDEBTEDNESS EVIDENCED HEREBY.

Section 37.7 Lease Contingency. Notwithstanding any other terms and
-----------------                                     
provisions of this Lease, this Lease shall not be effective unless and until
Lessor acquires the leasehold title to the Premises, but upon the acquisition of
such title, this Lease shall become effective and in full force and effect
without further action of the parties. If Lessor shall not have acquired such
title on or before September 28, 2001, then this Lease shall be null and void
and of no further force and effect.

The balance of this page has been left blank intentionally.

33

IN WITNESS WHEREOF, the parties hereto have caused these presents to be
duly executed as of the day and year first above written.

WITNESS:                       LANDLORD:

/s/ W. L. O'Callaghan
-----------------------        WELLS OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership
By:  Wells Real Estate Investment Trust,
Inc., its General Partner

By:  /s/ Douglas P. Williams
--------------------------  

Its: Douglas P. Williams
--------------------------
Executive Vice President

WITNESS:                       TENANT:

INGRAM MICRO L.P.,
/s/ [ILLEGIBLE]                a Tennessee Limited Partnership
----------------------         By:  Ingram Micro Inc.,
its General Partner

By:  /s/ Mr. Paul H. LaPlante
------------------------

Its: President
------------------------

34

EXHIBIT 10.102

GUARANTY OF LEASE AGREEMENT FOR

INGRAM MICRO DISTRIBUTION FACILITY

GUARANTY OF LEASE

THIS GUARANTY OF LEASE (this "Guaranty") is executed as of September 7,
2001, by Ingram Micro Inc., a Delaware corporation ("Guarantor"), whose address
is 1600 East St. Andrews Place, Santa Ana, California 92705 for the benefit of
Wells Operating Partnership, L.P. ("Landlord"), whose address is 6200 The
Corners Parkway, Suite 240, Norcross, Georgia 30092, with reference to the
following facts:

A.  Landlord and Ingram Micro L.P., a Tennessee limited partnership
("Tenant") intend to enter into that certain Indenture of Lease dated as of
_________, 2001, (the "Lease") pursuant to which Tenant shall lease from
Landlord the real property described in the Lease;

B.  As a condition to Landlord's execution of the Lease, Landlord requires
that the undersigned guaranty the full and timely performance of the obligations
of Tenant under said Lease; and

C.  The Guarantor desires that Landlord enter into the Lease with Tenant
and has a beneficial interest in Tenant.  Capitalized terms not expressly
defined herein shall have the definitions set forth in the Lease.

NOW, THEREFORE, in consideration of the execution of the Lease by Landlord,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

1.  Guarantor unconditionally guaranties, without deduction by reason of
setoff, defense or counterclaim (except as otherwise permitted under the Lease),
to Landlord and its successors and assigns the full and punctual payment, and
the performance and observance by Tenant, of all sums, terms, covenants and
conditions in the Lease to be paid, kept, performed or observed by Tenant.

2.  If Tenant shall at any time default in the performance or observance of
any of the terms, covenants or conditions of the Lease to be kept, performed or
observed by Tenant, Guarantor will keep, perform and observe same, as the case
may be, in the place and stead of Tenant. Guarantor has the right to cure any
default of Tenant, provided such cure is performed in accordance with the terms
and within the time periods set forth in the Lease. It is specifically agreed
and understood that this Guaranty is a continuing guarantee under which Landlord
may proceed immediately against Tenant or Guarantor following any breach or
default by Tenant or for the enforcement of any rights which Landlord may have
as against Tenant pursuant to or under the terms of the Lease or at law or in
equity; provided that, in all cases Guarantor may exercise such rights and
remedies, and assert such defenses, to which Tenant is entitled under the Lease.

3.  Any act or omission of Landlord, or of its successors or assigns,
constituting a waiver of any of the terms or conditions of the Lease (including,
without limitation, concerning any consent required under the Lease) or the
granting of any indulgences or extensions of time to Tenant, may be done without
notice to Guarantor and without releasing Guarantor from any of its obligations
hereunder.

4.  The obligations of Guarantor hereunder shall not be released by
Landlord's receipt, application or release of any security given for the
performance and observance of any covenant or condition of the Lease to be
performed or observed by Tenant, nor by any modification of the Lease,
regardless of whether Guarantor consents thereto or receives notice thereof.

5.  The liability of Guarantor hereunder shall in no way be affected by (a)
the release or discharge of Tenant in any creditor's receivership, bankruptcy or
other proceedings; (b) the impairment, limitation or modification of the
liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for
the enforcement of Tenant's liability under the Lease resulting from the
operation of any present or future provision of any federal or state bankruptcy
or insolvency law or other statute or from the decision of any court; (c) the
rejection or disaffirmance of the Lease in any such proceedings; (d) the
assignment or transfer of the Lease by Tenant; or (e) the exercise by Landlord
of any of its rights or remedies reserved under the Lease or by law.

6.  Guarantor further agrees that it may be joined in any action against
Tenant in connection with the obligations of Tenant and recovery may be had
against Guarantor in any such action. Landlord may enforce the obligations of
Guarantor hereunder without first taking any action whatsoever against Tenant or
its successors and assigns, or pursue any other remedy or apply any security it
may hold, and Guarantor hereby waives (a) notice of acceptance of this Guaranty,
(b) demand of payment, presentation and protest, (c) all right to assert or
plead any statute of limitations relating to this Guaranty and/or the Lease, (d)
any right to require Landlord to proceed against Tenant or any other guarantor
or any other person or entity liable to Landlord, (e) any right to require
Landlord to 

apply to any default any security deposit or other security it may hold under
the Lease, (f) any right to require Landlord to proceed under any other remedy
Landlord may have before proceeding against Guarantor, (g) any right of
subrogation, and (h) any and all surety or other defenses in the nature thereof
including, without limitation, the provisions of California Civil Code Section
2819 and 2845 or any similar, related or successor provisions of law.

7.  This Guaranty shall apply to the Lease, any extension, renewal,
modification or amendment thereof, and to any assignment, subletting or other
tenancy thereunder or to any holdover term following the term granted under the
Lease or any extension or renewal thereof; provided, however, that with respect
to any assignment to other than an Affiliate, this Guaranty shall not apply to
any modification or amendment to the Lease made after such an assignment solely
to the extent of any additional obligations or modifications to existing
obligations. It is specifically agreed and understood that the terms of the
Lease may be altered, affected, modified or changed by agreement between
Landlord and Tenant, or by a course of conduct, and said Lease may be assigned
by Landlord or any assignee of Landlord without consent or notice to Guarantor
(except as otherwise permitted in the Lease) and that this Guaranty shall
thereupon and thereafter guaranty the performance of said Lease as so changed,
modified, altered or assigned.

8.  Intentionally Omitted.

9.  In the event of any litigation between Guarantor and Landlord with
respect to the subject matter hereof, the unsuccessful party to such litigation
agrees to pay to the successful party all reasonable fees, costs and expenses
thereof, including reasonable attorneys' fees and expenses.

10. No delay on the part of Landlord in exercising any right hereunder or
under the Lease shall operate as a waiver of such right or of any other right of
Landlord under the Lease or hereunder, nor shall any delay, omission or waiver
on any one occasion be deemed a bar to or a waiver of the same or any other
right on any future occasion. This Guaranty shall not be released, modified or
affected by failure or delayed on the part of Landlord to enforce any of the
rights or remedies of Landlord under the Lease, whether pursuant to the terms
thereof or at law or in equity.

11. If there is more than one undersigned Guarantor, the term Guarantor, as
used herein, shall include all of the undersigned; each and every provision of
this Guaranty shall be binding on each and every one of the undersigned; they
shall be jointly and severally liable hereunder; and Landlord shall have the
right to joint one or all of them in any proceeding or to proceed against them
in any order.

12. This instrument constitutes the entire agreement between Landlord and
Guarantor with respect to the subject matter hereof, superseding all prior oral
or written agreements or understandings with respect thereto and may not be
changed, modified, discharged or terminated orally or in any manner other than
by an agreement in writing signed by Guarantor and Landlord.

13. This Guaranty shall be governed by and construed in accordance with the
laws of the State of California.

14. All notices or other communications required or permitted hereunder
shall be in writing, and shall be personally delivered or sent either to
Guarantor at the address set forth on Page 1 hereof to the attention of
Corporate Real Estate (with a copy to General Counsel at the same address), or
to Landlord, at the address set forth on Page 1 hereof, by registered or
certified mail, postage prepaid, return receipt requested, by personal delivery
or by nationally recognized overnight courier service and shall be deemed
received upon the earlier of (i) if personally delivered, the date of delivery
to the address of the person to receive such notice; (ii) if mailed, four (4)
business days after the date of posting by the United States Post Office; or
(iii) if delivered by overnight courier, the date of receipt as confirmed by the
courier.

15. If Landlord desires to sell, finance or refinance the "Building" or the
"Premises" (as such terms are defined in the Lease), or any part thereof,
Guarantor hereby agrees to deliver to any lender or buyer designated by Landlord
such estoppel statements of Guarantor as may be reasonably required by such
lender or buyer.  All such statements shall be received by any such lender or
buyer in confidence and shall be used only for the foregoing purposes, and such
lender or buyer shall acknowledge the same to Guarantor in writing (should
Guarantor require such an acknowledgement) as a precondition to Guarantor's
obligations under this Paragraph 15.

2

16.  The term "Landlord" whenever hereinabove used refers to and means the
Landlord in the Lease specifically named and also any assignee of said Landlord,
whether by outright assignment or by assignment for security, and also any
successor to the interest of said Landlord of any assignee in such Lease or any
part thereof, whether by assignment or otherwise.  So long as the Landlord's
interest in or to the leased premises or the rents, issues and profits
therefrom, or in, to or under said Lease, are subject to any mortgage or deed of
trust or assignment for security, no acquisition by Guarantor of Landlord's
interest in the leased premises or under said Lease shall affect the continuing
obligation of Guarantor under this Guarantee which shall nevertheless continue
in full force and effect for the benefit of the mortgagee, beneficiary, trustee
or assignee under such mortgage, deed of trust or assignment, or any purchase at
sale by judicial foreclosure or under private power of sale, and of the
successors and assigns of any such mortgagee, beneficiary, trustee, assignee or
purchaser.

17.  The term "Tenant" wherever hereinabove used refers to and means the
Tenant in the foregoing Lease specifically named and also any assignee or
sublessee of said Lease and also any successor to the interests of said Tenant,
assignee or sublessee of such Lease or any part thereof, whether by assignment,
sublease or otherwise.

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date
first above written.

GUARANTOR:

INGRAM MICRO INC.,
A Delaware corporation

By:   /s/ Mr. Paul H. LaPlante
------------------------

Its:  President
------------------------
Ingram Micro, Inc.    

EXHIBIT 10.103

ABSOLUTE ASSIGNMENT OF LEASE AND ASSUMPTION AGREEMENT FOR 

INGRAM MICRO DISTRIBUTION FACILITY

THIS INSTRUMENT PREPARED BY:
William L. O'Callaghan, Esq.
O'Callaghan & Stumm LLP
Suite 1330, The Candler Building
127 Peachtree Street, N.E.
Atlanta, Georgia 30303

ABSOLUTE ASSIGNMENT OF LEASE AND ASSUMPTION AGREEMENT
-----------------------------------------------------

THIS ABSOLUTE ASSIGNMENT OF LEASE AND ASSUMPTION AGREEMENT (the
"Assignment"), made and entered into as of the 26/th/ day of September, 2001, by
and between INGRAM MICRO L.P., a Tennessee limited partnership ("Assignor") and
WELLS OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("Assignee");

W I T N E S S E T H:

WHEREAS, The Industrial Development Board of the City of Millington,
Tennessee, a Tennessee not-for-profit corporation ("IDB"), as Lessor, and Lease
Plan North America, Inc. ("Lease Plan") entered into that Bond Real Property
Lease dated as of December 20, 1995, recorded at Instrument No. FN 4357 in the
Register's Office of Shelby County, Tennessee (said Bond Real Property Lease,
together with any and all modifications, extensions, replacements, amendments
and renewals thereof are collectively referred to herein as the "Lease")
relating to certain real property and the improvements thereon (the real
property and improvements thereon are collectively referred to herein as the
"Property") located in Shelby County, Tennessee;

WHEREAS, the interest of Lease Plan was assigned to Assignor by that
certain Absolute Assignment of Lease and Assumption Agreement dated as of
December 20, 2000, and recorded as Instrument No. KV 3970 in the Register's
Office of Shelby County, Tennessee;

WHEREAS, Assignor represents and warrants that Assignor owns the rights,
title and interest of the Lessee under the Lease;

WHEREAS, Assignor now desires to assign to Assignee the Assignor's
leasehold interest in and to the Property, together with all other rights, title
and interest existing under the Lease, including, but not limited to, all of
Assignor's right, title and interest as Lessee under the Lease; and

WHEREAS, Assignee, in consideration of Assignor's assignment, has, except
as otherwise set forth herein, agreed to assume the obligations and duties of
Assignor existing under the Lease as Lessee under the Lease arising from and
after the date hereof;

NOW, THEREFORE, for and in consideration of TEN DOLLARS ($10.00), and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee hereby agree as follows:

1.  Assignment of Lease.  Assignor hereby assigns, transfers and sets over
-------------------                                                   
to Assignee all of Assignor's right, title and interest as Lessee under the
Lease, together with all 

credits, deposits, rights of refusal, options (including, but not limited to,
any options to purchase or renew set forth in the Lease), benefits, privileges
and rights of Assignor under the Lease.

2.  Assumption of Lease Obligations.  Assignee hereby accepts the
-------------------------------                              
assignment set forth in Section 1 above, and further agrees to assume all of the
obligations of Assignor under the Lease arising from and after the date hereof
except to the extent such obligations relate to Assignor's continued use and
occupancy of the Property.

3.  Further Assurances.  The parties hereby agree to execute such other
------------------                                                 
documents and perform such other acts as may be reasonably necessary or
desirable to carry out the intents and purposes of this Assignment.

4.  Authority of Signatories.  The individuals signing this Assignment on
------------------------                                             
behalf of the parties hereto represent and warrant that they are authorized and
empowered to execute this Assignment and to bind the party on whose behalf such
individual signs this Assignment.

5.  Binding Effect.  This Assignment shall be binding upon, and shall inure
---------------                                                        
to the benefit of, the parties hereto and their respective heirs, successors and
assigns.

6.  Counterparts.  This Assignment may be executed in several counterparts,
-------------                                                          
each of which shall be deemed an original, and all such counterparts together
shall constitute one and the same instrument.

[SEPERATE SIGNATURE PAGE FOLLOWS]

2

SIGNATURE PAGE 
TO
ABSOLUTE ASSIGMENT OF LEASE AND ASSUMPTION AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of
the day and year first above written.

"ASSIGNOR"

INGRAM MICRO L.P., a Tennessee limited partnership

By:   INGRAM MICRO INC., a Delaware corporation, its general partner

By:  ____________________________________

Its: ____________________________________

"ASSIGNEE"

WELLS OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership

By:   Wells Real Estate Investment Trust, Inc., a Maryland
corporation, as general partner

By:  ____________________________________

Its: ____________________________________

S-1

THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF MILLINGTON, TENNESSEE, a
Tennessee not-for-profit corporation, joins in the execution hereof to
acknowledge its consent to the above assignment and assumption of Lease.

THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF
MILLINGTON, TENNESSEE

By:  Tom Seale, Jr  
-----------------------------  
Name:  Tom Seale, Jr
---------------------------
Title: Chairman 
--------------------------

/s/ Doris J. Smith
------------------------------
Notary Public

My Commission Expires: 2/10/2004
----------

S-2

STATE OF TENNESSEE
COUNTY OF SHELBY

Before me, /s/ Doris J.Smith, a Notary Public in and for the State and
County aforesaid, personally appeared Tom Seale Jr, with whom I am personally
acquainted (or proved to me on the basis of satisfactory evidence), and who,
upon oath, acknowledged himself/herself to be the Chairman of THE INDUSTRIAL
DEVELOPMENT BOARD OF THE CITY OF MILLINGTON, TENNESSEE, the within-named
bargainor, a Tennessee not-for-profit corporation, and that he/she as such
Chairman, being duly authorized so to do, executed the foregoing instrument for
the purposes therein contained, by signing the name of the corporation by
himself/herself as such Chairman.

WITNESS my hand and seal at office, on this the 26/th/ day of September,
2001.

/s/ Doris J. Smith
-----------------------------
Notary Public

My Commission Expires: 2/10/2004
-------------

S-4

STATE OF __________________________

COUNTY OF _________________________

Personally appeared before me, _______________________________________, a
Notary Public in and for said State and County duly commissioned and qualified,
______________________________________________________, with whom I am
personally acquainted (or proved to me on the basis of satisfactory evidence),
and who, upon oath, acknowledged that ___ executed the within instrument for the
purposes therein contained, and who further acknowledged that ___ is the
_______________________________________ of INGRAM MICRO INC. (the
"Constituent"), the sole general partner of INGRAM MICRO L.P., a Tennessee
limited partnership (the "Maker") and is authorized by the Maker or by its
Constituent, the Constituent being authorized by the Maker, to execute this
instrument on behalf of the Maker.

WITNESS my hand, at office, this ____ day of ___________, 2001.

_____________________________
Notary Public                

My Commission Expires:

____________________________________

STATE OF _______________________

COUNTY OF _____________________

Personally appeared before me, _______________________________________ , a
Notary Public in and for said State and County duly commissioned and qualified,
______________________________________________________, with whom I am
personally acquainted (or proved to me on the basis of satisfactory evidence),
and who, upon oath, acknowledged that ___ executed the within instrument for the
purposes therein contained, and who further acknowledged that ___ is the
_______________________________________ of WELLS REAL ESTATE INVESTMENT TRUST,
INC. (the "Constituent"), the sole general partner of WELLS OPERATING
PARTNERSHIP, L.P., a  Delaware limited partnership (the "Maker") and is
authorized by the Maker or by its Constituent, the Constituent being authorized
by the Maker, to execute this instrument on behalf of the Maker.

WITNESS my hand, at office, this ____ day of ___________, 2001.

_____________________________
Notary Public                

My Commission Expires:

________________________

S-3

EXHIBIT 10.104

BOND REAL PROPERTY LEASE AGREEMENT FOR 

THE INGRAM MICRO DISTRIBUTION FACILITY

THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF MILLINGTON, TENNESSEE

(a Tennessee public nonprofit corporation)

TO

LEASE PLAN NORTH AMERICA, INC.

(an Illinois corporation)

___________________________________

BOND REAL PROPERTY LEASE

DATED AS OF DECEMBER 20, 1995
___________________________________

This instrument prepared by:

Baker, Donelson, Bearman & Caldwell
Twentieth Floor
First Tennessee Building
165 Madison Avenue
Memphis, TN 38103

TABLE OF CONTENTS
-----------------

(This table of contents is provided for purposes of convenience only and does
not constitute a part of the Lease.)

Page
----

ARTICLE I                                                
Definitions...........................................................   2

ARTICLE II                                               
Representations, Warranties and Covenants of        
Lessor and Lessee.....................................................   4

ARTICLE III                                              

Commencement and Completion of Project; Issuance of 
the Bond; Compliance with Laws; Lessee's Acceptance;
Permitted Contests; Assignment of Lessor's Rights.....................   5

ARTICLE IV                                               
Lease Term............................................................  10

ARTICLE V                                                
Rent..................................................................  10

ARTICLE VI                                               
Rent Absolute; State of Title.........................................  11

ARTICLE VII                                              
Taxes and Other Charges...............................................  13

ARTICLE VIII                                             
Liens.................................................................  15

ARTICLE IX                                               
Indemnification and Non-Liability of Lessor...........................  16

ARTICLE X                                                
Insurance.............................................................  17

ARTICLE XI                                               
Maintenance and Repair................................................  19

i

ARTICLE XII                                                         
Condemnation..........................................................

19

ARTICLE XIII                                                        
Casualty..............................................................  22

ARTICLE XIV                                                         
Additions, Alterations, Improvements,                          
Replacements and New Construction.....................................  23

ARTICLE XV                                                          
Subletting, Assignments and Mortgaging................................  24

ARTICLE XVI                                                         
Performance of Lessee's Obligations by Lessor;                 
Permitted Contests....................................................  25

ARTICLE XVII                                                        
Events of Default; Termination........................................  26

ARTICLE XVIII                                                       
Repossession..........................................................  27

ARTICLE XIX                                                         
Reletting.............................................................  28

ARTICLE XX                                                          
Survival of Lessee's Obligations; Damages.............................  28

ARTICLE XXI                                                         
Purchase and Purchase Prices..........................................  30

ARTICLE XXII                                                        
Recording and Filing; Other Instruments...............................  31

ARTICLE XXIII                                                       
Miscellaneous.........................................................  32

ii

BOND REAL PROPERTY LEASE
------------------------

THIS LEASE (the "Lease"), made and entered into as of December 20, 1995, by
and between THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF MILLINGTON,
TENNESSEE, a public nonprofit corporation organized and existing under the laws
of the State of Tennessee (hereinafter called "Lessor"), and LEASE PLAN NORTH
AMERICA, INC., an Illinois corporation (hereinafter called "Lessee");

W I T N E S S E T H:

WHEREAS, Lessor is a public nonprofit corporation and a public
instrumentality of The City of Millington, and is authorized under Sections 7-
53-101 to 7-53-311, inclusive, Tennessee Code Annotated, as amended (hereinafter
called the "Act"), to acquire, whether by purchase, exchange, gift, lease, or
otherwise, and to own, lease and dispose of properties for the public purpose of
promoting industry and developing trade by inducing manufacturing, industrial,
governmental, educational and commercial enterprises to locate in or remain in
the State of Tennessee and further the use of its agricultural products and
natural resources; and

WHEREAS, to induce Lessee to cause a distribution facility to be operated
in Shelby County, Tennessee, Lessor has acquired land located in Shelby County,
Tennessee, and the Lessor will construct on such land such facility in
accordance with Lessee's requirements, and Lessor will lease said real property
to Lessee on the terms and conditions hereof; and

WHEREAS, to obtain funds for such purposes Lessor will issue and sell to
Lease Plan North America, Inc. (in its capacity as purchaser of the Bond,
hereinafter referred to as the "Purchaser") its Industrial Development Revenue
Note (Ingram Micro L.P.) Series 1995 (herein sometimes referred to as the
"Bond") in the principal amount of not exceeding $22,000,000.00, under and
pursuant to the Act, the Bond to be secured by a Fee Construction Mortgage Deed
of Trust and Assignment of Rents and Leases dated as of the date hereof (the
"Mortgage") from the Lessor to an individual trustee for the benefit of the
Purchaser, and the proceeds from the sale of the Bond shall be deposited as, and
withdrawn in the manner and for the purposes, hereinafter set forth; and

NOW, THEREFORE, Lessor, for and in consideration of the payments
hereinafter stipulated to be made by Lessee, and the covenants and agreements
hereinafter contained to be kept and performed by Lessee, does by these presents
demise, lease and let unto Lessee, and Lessee does by these presents hire, lease
and rent from Lessor, for the Term and upon the conditions hereinafter stated,
the premises described in Schedule A attached hereto (hereinafter called the
----------                                        
"Land") together with the 

1

distribution facility and other related facilities and improvements thereon or
hereafter constructed thereon and appurtenances thereto;

UNDER AND SUBJECT, however, to the encumbrances, if any, shown on Schedule
--------
B; and
-     

UNDER AND SUBJECT to the following terms and conditions:

ARTICLE I

Definitions
-----------

Terms not defined herein shall have the meanings ascribed thereto in the
Participation Agreement by and among Lessee, Sublessee and ABN Amro Bank, N.V.,
Atlanta Branch, of even date herewith (the "Participation Agreement").  In
addition to the words, terms and phrases elsewhere defined in this Lease, the
following words, terms and phrases as used in this Lease shall have the
following respective meanings:

"Act" shall mean Sections 7-53-101 to 7-53-311, inclusive, of Tennessee
Code Annotated, as amended.

"All Unpaid Installments" shall mean an amount equal to (i) the then unpaid
principal amount of the Bond and all interest accrued or to accrue on and prior
to the next succeeding date or dates on which the Lessor can pay or prepay the
Bond, and (ii) any additional rental and any other amounts due or to become due
hereunder prior to the time that the Bond is paid in full, including without
limitation any unpaid fees and expenses of Lessor which are then due or will
become due prior to the time that the Bond is paid in full.

"Authorized Lessee Representative" means the Authorized Sublessee
Representative, except that Lessee may, by written notice to the Purchaser,
designate an Authorized Lessee Representative in lieu of the Authorized
Sublessee Representative.

"Authorized Sublessee Representative" means Paul H. LaPlante, Senior
Director Facilities and Real Estate, except that Sublessee may, by written
notice to the Purchaser, designate additional Authorized Sublessee
Representatives or delete Authorized Sublessee Representatives.

"Basic Rent" shall mean the amounts described in Section 5.1 hereof.

"Bond" shall mean the $22,000,000.00 Industrial Development Revenue Note
(Ingram Micro L.P.) Series 1995 issued by the Lessor.

2

"Bond Documents" shall mean the Bond, this Lease, the Mortgage, and the
PILOT Agreement.

"Building" shall mean all improvements situated on the Land, as they now
exist or may hereafter be modified.

"Business Day" means any day other than a Saturday, a Sunday, or a public
holiday or the equivalent for banks generally in the State of Tennessee.

"Completion Date" means the date of receipt by the Purchaser of the last of
the Certificates and other items required pursuant to the last paragraph of
Section 3.3 hereof.

"Initial Basic Rent Payment" means the $294,172.50 payment due from the
Lessee to the Lessor.

"Land" shall mean the real property described in Schedule A attached hereto
----------                
which, by this reference, is incorporated herein.

"Lease" shall mean this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more instruments supplemental
hereto.

"Mortgage" shall mean the Fee Construction Mortgage Deed of Trust and
Assignment of Rents and Leases dated as of the date hereof from the Lessor to a
trustee for the benefit of the Purchaser.

"PILOT Agreement" shall mean the Payment in Lieu of Taxes Agreement between
Lessor and Sublessee, of even date herewith.

"Prime Rate" shall mean the U.S. Prime Rate most recently published in The
---
Wall Street Journal and, if more than one such Prime Rate is simultaneously so
-------------------                                                           
published, the highest of such rates or, if the Wall Street Journal ceases
-------------------       
publishing such Prime Rate, the rate from time to time announced by Citibank,
N.A. as its "Prime Rate" or "Base Rate".

"Project" shall mean the Land and the Building.

"Purchaser" shall mean Lease Plan North America, Inc., an Illinois
corporation, as the original purchaser of the Bond, and any subsequent owner of
the Bond.

"Sublease" shall mean that certain Master Lease of even date herewith
between the Lessee, as lessor, and Sublessee, as lessee, or any other sublease
by the Lessee permitted under Section 15.1 hereof.

3

"Sublessee" shall mean Ingram Micro, L.P. a Tennessee limited partnership,
or other permitted sublessee under a Sublease.

"Term" shall mean the term described in Section 4.1.

ARTICLE II

Representations, Warranties and Covenants of
--------------------------------------------
Lessor and Lessee
-----------------

2.1  Representations of Lessor.  The Lessor is a public corporation and
-------------------------                                         
governmental instrumentality of the State of Tennessee and is duly incorporated,
validly existing and in good standing under the laws of the State of Tennessee
and is validly organized pursuant to the provisions of the Act.  The Lessor is
authorized and empowered by the provisions of the Act, and has all requisite
corporate power and authority to execute and deliver and perform its obligations
under this Lease.  This Lease has been duly authorized, executed and delivered
on behalf of the Lessor and constitutes valid and binding obligations of the
Lessor in accordance with its terms, subject to bankruptcy, insolvency or other
laws affecting creditors' rights generally and general principles of equity.
The execution, delivery and performance by the Lessor of this Lease will not
contravene or constitute a default under any provision of applicable law or
regulation, the certificate of incorporation or by-laws of the Lessor or of any
material contract, agreement, judgment, order, decree, rule, regulation or other
instrument binding on it in each case where the result thereof would have a
material adverse effect on the ability of Lessor to perform hereunder.

2.2  Representations, Warranties and Covenants of Lessee.  Lessee hereby
---------------------------------------------------
represents and warrants to, and agrees and covenants with the Lessor and the
Purchaser as follows:

(a)  Organization and Good Standing.  Lessee is a corporation duly
------------------------------                                 
organized, validly existing and in good standing under the laws of the
State of Illinois and is duly qualified as a foreign corporation in the
State of Tennessee.

(b)  Requisite Power and Authorization.
---------------------------------

(i)   This Lease constitutes the legal, valid and binding
obligation of the Lessee enforceable against the Lessee in
accordance with its terms, subject to bankruptcy, insolvency or
other laws affecting creditors' rights generally and general
principles of equity.

(ii)  Lessee has all requisite power, authority and legal
right to execute and deliver this Lease and all other instruments
and documents to
4

be executed and delivered by Lessee pursuant hereto, to perform and
observe the provisions thereof and to carry out the transactions
contemplated thereby. All corporate action on the part of Lessee which
is required for the execution, delivery, performance and observance by
Lessee of this Lease has been duly authorized and effectively taken.

(iii) None of the execution and delivery of this Lease,
consummation of the transactions contemplated hereby or compliance
with the terms and conditions hereof will conflict with, constitute a
breach of or a default under or violate, any material agreement or
instrument to which Lessee is a party or by which Lessee or any of
Lessee's property is bound, or any existing law, administrative
regulation, court order or consent decree applicable to Lessee, in
each case where the result thereof would have a material adverse
effect on the ability of Lessee to perform hereunder.

(iv)  There is no action, suit or proceeding at law or in equity
or by or before any governmental agency or authority or arbitral
tribunal now pending or, to the knowledge of the Lessee, threatened
against or affecting the Lessee or any of its properties or rights
which might adversely affect the validity of this Lease or the
transactions contemplated hereby.

ARTICLE III

Commencement and Completion of Project; Issuance of
--------------------------------------------------- 
the Bond; Compliance with Laws; Lessee's Acceptance;
----------------------------------------------------
Permitted Contests; Assignment of Lessor's Rights
------------------------------------------------- 

3.1  Agreement to Acquire, Construct and Equip the Project.  Subject to
-----------------------------------------------------
the provisions of Section 3.5 hereof Lessor agrees that:

(a)  It has acquired the Land.

(b)  Except for agreements previously executed by Sublessee and Lessor, it
shall not execute any contract for or with respect to the construction of the
Project or any part thereof without the prior written approval of Lessee.

(c)  Before entering into any contract for the construction of the Building
or any part thereof, it will cause the contractor to execute and deliver (i) any
bond required by Tenn. Code Ann. (S) 12-4-101 et seq. and (ii) such other bond
-- ---                          
as Lessee may request.

Lessor agrees that it will enter into, or accept the assignment of, such
contracts as Lessee or Sublessee may request in order to effectuate the purposes
of this Section but that it will not execute any other contract or give any
order for such construction and 

5

acquisition of the Project unless and until Lessee or Sublessee shall have
approved the same in writing.

Lessor hereby makes, constitutes and appoints Sublessee as its true and
lawful agent, (a) to construct the Project, (b) to make, execute, acknowledge
and deliver any contracts, order, receipts, writings and instructions, either in
the name of the Sublessee solely or as the stated agent for Lessor, with any
other persons, firms or corporations, and in general to do all things which may
be requisite or proper, all for the construction of the Project with the same
powers and with the same validity as Lessor could do if acting in its own
behalf, (c) pursuant to the provisions of this Lease, to pay all fees, costs and
expenses incurred in the construction of the Project from funds made available
therefor in accordance with this Lease, and (d) to ask, demand, sue for, levy,
recover and receive all such sums of money, debts, dues and other demands
whatsoever which may be due, owing and payable to Lessor under the terms of any
contract, order, receipt, writing or instruction in connection with the
construction of the Project, and to enforce the provisions of any contract,
agreement, obligation, bond or other performance security.  So long as Lessee is
not in default under any of the provisions of this Lease, this appointment of
Sublessee to act as agent and all authority hereby conferred are granted and
conferred irrevocably to the Completion Date and thereafter until all activities
in connection with the construction of the Project shall have been completed,
and shall not be terminated prior thereto by act of Lessor or of Lessee or by
operation of law.

Lessee agrees, pursuant to the authority and power granted in the preceding
paragraph, promptly to commence construction of the Project and to proceed with
such acquisition and renovation with due diligence, in a good and workmanlike
manner and in compliance with all legal requirements, ordinances and
restrictions, and to complete such construction within 2 years after the date
hereof.

Lessor agrees to use its best efforts to cause the construction of the
Project to be completed with all reasonable dispatch and in accordance with the
schedule desired by the Sublessee.

Lessee shall, on behalf of Lessor, pay all costs and fees incurred by
Lessor in connection with the issuance of the Bond, and to the extent that the
proceeds of the Bond are available therefor Lessee shall be reimbursed for
payment of such costs and fees and for such reimbursement pursuant to Section
3.3 hereof.

3.2  Agreement to Issue Bond; Application of Bond Proceeds.  In order to
-----------------------------------------------------
provide funds for payment of the costs of the construction provided for in
Section 3.1 hereof, Lessor agrees that it will sell at par and cause to be
delivered to the Purchaser the Bond in the original principal amount not
exceeding $22,000,000.

6

3.3  Use of Proceeds.  The proceeds of the Bond will be deposited by the
---------------                                                
Purchaser, on behalf of Lessor, in a separate demand deposit account (the
"Construction Fund") to be established by Lessee with a bank of its choice and
withdrawals therefrom shall be made by the Lessee only for the payment of, or
reimbursement of Lessee for payment of, the following costs and expenses:

(a)  The fees, taxes and expenses for recording or filing any of the
Bond Documents; the fees, taxes and expenses for recording or filing any
financing statements and any other documents or instruments that either the
Lessor or the Purchaser may deem desirable to file or record in order to
perfect or protect the lien of any of the Bond Documents:

(b)  The legal and fiscal fees and expenses incurred in connection
with the authorization and issuance of the Bond, the preparation of the
Bond Documents, and all other documents in connection therewith;

(c)  The fees for architectural, engineering and supervisory services
with respect to the Project;

(d)  All costs in connection with the construction of the Building;

(e)  All costs payable under Section 9.3 hereof; and

(f)  Any other costs and expenses relating to the Project which would
constitute a cost or expense for which Lessor may issue bonds under the
provisions of the Act.

Deposits into the Construction Fund shall be made by the Purchaser only
upon receipt by it of (i) a request for such deposit by Sublessee, and (ii) a
certification by Sublessee that such deposit is properly payable from the
proceeds of the sale of the Bond in accordance with this Section 3.3, the
requirements of the Operative Documents (with respect to an Advance under the
Participation Agreement) have been met, that none of the items for which the
deposit is proposed to be made has formed the basis for any payment theretofore
made from the proceeds of the sale of the Bond, and, with respect to any
reimbursement sought by Lessee, that it has incurred and paid costs in that
amount for the construction of the Project or the issuance of the Bond. Unless
the Purchaser consents to the contrary, disbursements shall not be made more
often than twice per month and only after the Purchaser has been in receipt of
the disbursement request and the other items required by this paragraph for
three (3) days.  Any payment of proceeds of the Bond made to the Lessee shall
constitute reimbursement of the costs certified by the Lessee or Sublessee to
have been paid.

7

Notwithstanding the foregoing, whenever there shall exist an Event of
Default hereunder, or whenever the Purchaser reasonably determines that the
unfunded portion of the Bond will be insufficient to pay the costs required to
complete the Project, the Purchaser shall not be required to make any further
deposits into the Construction Fund.

Nothing contained in this Lease or in any related document shall impose
upon the Lessor or the Purchaser any obligation to see to the proper application
of the proceeds of the Bond disbursed in accordance with the terms hereof.

Upon completion of the construction of the Project, Lessee shall cause all
costs and expenses in connection therewith to be paid, and shall deliver to the
Purchaser a certificate signed by the Authorized Lessee Representative that (i)
construction of the Building has been completed in all respects and all costs of
labor, services, materials and supplies used in such renovation have been paid,
and (ii) all other facilities necessary in connection with the Project have been
acquired and constructed and all costs and expenses incurred in connection
therewith have been paid.  Notwithstanding the foregoing, such certificate may
state that it is given without prejudice to any rights against third parties
which exist at the date of such certificate or which may subsequently come into
being.  No proceeds of the Bond shall be disbursed after receipt of such items
and certificate.

3.4  Lessee Required to Pay Construction Costs in Event Bond Proceeds
----------------------------------------------------------------
Insufficient.  In the event the proceeds of the Bond available for payment of
------------                                                                 
the costs of the Project and the other costs, fees and expenses listed in
Section 3.3 should not be sufficient to pay the same in full, Lessee agrees to
complete the Project and pay all that portion of the costs of the Project and
the other costs, fees and expenses listed in Section 3.3 as may be in excess of
the monies available therefor from the proceeds of the sale of the Bond.  Lessor
does not make any warranty, either express or implied, that the proceeds of the
Bond which, under the provisions of this Lease, will be available for payment of
the costs of the Project, will be sufficient to pay all the costs which will be
incurred in that connection.

3.5  Lessor to Pursue Remedies Against Contractors, Subcontractors and
-----------------------------------------------------------------
Suppliers and Their Sureties.  In the event of default of any contractor,
----------------------------                                             
subcontractor or supplier under any contract made by it in connection with the
Project or in the event of breach of warranty with respect to any material,
workmanship or performance guarantee, Lessor will at the request of Lessee
promptly proceed (subject to Lessee's advice to the contrary, and subject to
Lessor's rights of indemnity and reimbursement set forth in the Indemnity
Agreement, of even date herewith, in favor of the Lessor), either separately or
in conjunction with others, to exhaust the remedies of Lessor against the
contractor, subcontractor or supplier so in default and against each surety for
the performance of such contract. Lessee agrees to advise Lessor of the steps it
intends to take in connection with any such default.  If Lessee shall so notify
Lessor, Lessee may, in its own name or in 

8

the name of Lessor, prosecute or defend any action or proceeding or take any
other action involving any such contractor, subcontractor or surety which the
Lessee deems reasonably necessary, and in such event Lessor hereby agrees to
cooperate fully with Lessee and to take all action necessary to effect the
substitution of Lessee for Lessor in any such action or proceeding. Any amounts
recovered by way of damages, refunds, adjustments or otherwise in connection
with the foregoing (a) if Lessee has corrected, at its own expense, the matter
which gave rise to such default or breach, shall be paid to Lessee or (b) if
Lessee has not corrected, at its own expense, the matter which gave rise to such
default or breach, shall be paid to the Purchaser as a prepayment on the Bond.

3.6  Use of Leased Property.  Lessee is hereby granted and shall have the
----------------------                                          
right during the Term to occupy and use the Leased Property as a distribution
facility. Lessor agrees that at Lessee's request and expense it will use all
reasonable efforts to insure that such uses are and will continue to be lawful
uses under all applicable zoning laws and regulations.

3.7  Lessee's Acceptance of Leased Property.  With regard to Lessor, Lessee
--------------------------------------                         
accepts the Project in its condition on the date of the commencement of the
Term, and assumes all risks, if any, resulting from any present or future latent
or patent defects therein or from the failure of the Project to comply with all
legal requirements applicable thereto, reserving, however, any and all rights of
Lessee with respect to parties other than Lessor.

3.8  Assignment of Lessor's Rights.  Concurrently with the execution of 
-----------------------------                                     
this Lease, Lessor will enter into the Mortgage pursuant to which the Lessor
will assign to the Purchaser Lessor's rights under this Lease as security for,
among other things, the payment of the Bond.  Lessee hereby consents to such
assignment and agrees to make all payments to Lessor required hereunder (other
than the Initial Basic Rent Payment) directly to the Purchaser without defense
or set-off by reason of any dispute between Lessee and Lessor.  Lessee shall pay
the Initial Basic Rent Payment to Lessor, and Purchaser shall have no right to
receive such payment.  Lessee further agrees that upon such assignment the
Purchaser shall be entitled to enforce the provisions of this Lease without
regard to whether the Lessor is then in default with respect to the Bond.
Lessor and Lessee further acknowledge that the execution and delivery of the
Mortgage will not constitute the merger of all of the interests in the Lease in
Lessee or the extinguishment of the Lease.  Assignment of this Lease shall in no
event constitute a merger of the estate or interest of the Lessee hereunder with
the estate or interest of (a) the Lessor hereunder or (b) Purchaser as assignee
of Lessor.

3.9  Authorized Lessee Representatives.  Anything herein contained to the
---------------------------------                               
contrary notwithstanding, any notice, request, direction or similar
communication of Lessee required or permitted under this Article III shall be
executed by an Authorized Lessee Representative on behalf of the Lessee, and the
Purchaser and Lessor shall not 

9

be obligated to accept or act upon any such notice, request, direction or other
communication unless it is made by an Authorized Lessee Representative on behalf
of the Lessee.

3.10  Compliance with Laws; Lessee's Acceptance of Project.  Subject to the
----------------------------------------------------             
provisions of Section 16.2, Lessee shall throughout the Term and at no expense
to Lessor promptly cure any violations under all laws, ordinances, orders,
rules, regulations and requirements of duly constituted public authorities,
which are or shall become applicable to the Project, the repair and alteration
thereof, including, without limitation, the Building and the use or manner of
use of the Project, whether or not such laws, ordinances, orders, rules,
regulations and requirements are foreseen or unforeseen, ordinary or
extraordinary, and whether or not they shall involve any change of governmental
policy or shall require structural or extraordinary repairs, alterations or
additions, irrespective of the cost thereof; provided, however, that if after
the Bond has been paid in full, Lessee, in lieu of compliance with such laws,
orders, rules, regulations and requirements, or the making of such additions,
changes or alterations, may elect to terminate this Lease, and, in such event
shall have no further liability hereunder.

ARTICLE IV

Lease Term
----------

4.1   Term.  Subject to the provisions contained in this Lease, this Lease
----                                                          
shall be in full force and effect for a Term commencing on the date hereof and
ending at midnight December 31, 2026 (or, if such date is not a Business Day,
ending the next Business Day); provided, however, that Lessee's obligations
hereunder shall survive until principal of and interest on the Bond are paid in
full.

Notwithstanding the foregoing, the Term of this Lease may be terminated by
Lessee upon (i) payment to Purchaser, as assignee under this Lease, of an amount
equal to All Unpaid Installments, and (ii) written notice to Lessor and
Purchaser.

ARTICLE V

Rent
----

5.1   Basic Rent.  Lessee will pay to Lessor without notice or demand, in
----------                                                         
immediately available funds, on the date hereof the Initial Basic Rent Payment,
and thereafter, as Basic Rent on December 1, 1996 and on the first day of each
December thereafter during the Term (or, if any such date is not a Business Day
on the next Business Day together with interest through such date), an amount
equal to the principal of and interest on the Bond due on such date; provided,
that until the Bond has been paid in full, all such payments and all advance
payments of rent (other than the Initial 

10

Basic Rent Payment) shall be made to the Purchaser, as assignee of the Lessor's
rights hereunder. Any payment of rent hereunder made by Lessee to Purchaser for
the benefit of Lessor shall be deemed paid to Lessor as if delivered to Lessor.
All Basic Rent paid hereunder shall be absolutely net to Lessor, free of any
taxes, costs, expenses, liabilities, charges or other deduction whatsoever with
respect to the Project and the possession, operation, maintenance, repair,
rebuilding or use thereof, or of any portion thereof, so that this Lease shall
yield such Basic Rent net to or for the account of Lessor throughout the Term.
Upon full prepayment of All Unpaid Installments to the Purchaser, the Lessee
shall have no further obligation to pay Basic Rent during the remaining portion
of the Term hereof.

5.2  Advance Payment of Rent.  The Lessee may at any time without notice or
-----------------------                                            
penalty, at its option, pay in advance all or any portion of any installment or
installments of Basic Rent to become due hereunder. Any such prepayment shall be
applied first to accrued interest on the Bond and the remainder, if any, to
principal installments on the Bond in the inverse order of maturity, without
penalty or premium. Upon full prepayment of All Unpaid Installments, the Lessee
shall have no further obligation to pay Basic Rent during the remaining portion
of the Term hereof.

5.3  Additional Rent.  Lessee agrees to pay, as additional rent, all other
---------------                                                
amounts, liabilities and obligations which Lessee herein assumes or agrees to
pay, except that the liquidated damages referred to in Sections 20.2 and 20.3
shall not constitute additional rent. In the event of any failure on the part of
Lessee to pay any such amounts, liabilities or obligations, Lessor shall have
all rights, powers and remedies provided for herein or by law or equity or
otherwise in the case of nonpayment of the Basic Rent.

5.4  Net Lease.  This Lease is a "net lease" and the Basic Rent, additional
---------                                                  
rent and all other sums payable hereunder to or for the account of Lessor shall
be paid promptly and without set-off, counterclaim, abatement, suspension,
deduction, diminution or defense.

ARTICLE VI

Rent Absolute; State of Title
-----------------------------

6.1  No Termination or Abatement for Damage or Destruction, Etc.  Except as
----------------------------------------------------------  
otherwise expressly provided herein, and until the Bond has been paid in full,
this Lease shall not terminate, nor shall Lessee have any right to terminate
this Lease or be entitled to the abatement of any rent or any reduction thereof,
nor shall the obligations hereunder of Lessee be otherwise affected, by reason
of any damage to or the destruction of all or any part of the Project from
whatever cause, the loss or theft of the Project or any part thereof, the taking
of the Project or any portion thereof by condemnation or otherwise, the
prohibition, limitation or restriction of Lessee's use of 

11

the Project, or the interference with such use by any private person or
corporation, or by reason of any eviction by paramount title or otherwise, or
for any other cause whether similar or dissimilar to the foregoing, any present
or future law to the contrary notwithstanding, it being the intention of the
parties hereto that the Basic Rent and additional rent reserved hereunder shall
continue to be payable in all events and the obligations of Lessee hereunder
shall continue unaffected, unless the requirement to pay or perform the same
shall be terminated pursuant to an express provision of this Lease.

Lessee acknowledges that Lessor has made no representations as to the
condition of the Project.  This Lease shall not terminate, nor shall Lessee have
any right to terminate this Lease, or be entitled to the abatement of any rent
or any reduction thereof, nor shall the obligations hereunder of Lessee be
otherwise affected, by reason of or due to the condition of the Project.

The obligations of Lessee to make the payments required in Article V and to
perform and observe the other agreements on its part contained herein shall be
absolute and unconditional.  Until such time as the principal of and interest on
the Bond shall have been fully paid, Lessee (i) will not suspend or discontinue
any payments provided for in Article V, (ii) will perform and observe all of its
other agreements contained in this Lease and (iii) except as provided in Article
XXI will not terminate this Lease for any cause including, without limiting the
generality of the foregoing, any acts or circumstances that may constitute
failure of consideration, destruction of or damage to the Project, commercial
frustration of purpose, or any change in the tax or other laws of the United
States of America, the State of Tennessee or any political subdivision thereof.

6.2  No Termination for Insolvency, Etc. of Lessor.  Lessee covenants and
---------------------------------------------                   
agrees that it will remain obligated under this Lease in accordance with its
terms, and that Lessee will not take any action to terminate, rescind or avoid
this Lease, notwithstanding the bankruptcy, insolvency, reorganization,
composition, readjustment, liquidation, dissolution, winding-up or other
proceedings affecting Lessor or any assignee of Lessor in any such proceeding
and notwithstanding any action with respect to this Lease which may be taken by
any trustee or receiver of Lessor or any assignee of Lessor in any such
proceeding, or by any court in any such proceeding. Lessor covenants and agrees
that it will not voluntarily submit to any bankruptcy, insolvency,
reorganization, composition, readjustment, action for appointment of a receiver,
liquidation, dissolution, winding-up or other proceeding affecting it or any
assignee under this Lease without the prior written consent of Lessee, so long
as Lessee is not in default hereunder.

6.3  Waiver of Rights by Lessee.  Except as provided in Article XV hereof
--------------------------                                   
until such time as the principal of and interest on the Bond shall have been
paid in full, Lessee waives, to the extent legally permissible, all rights now
or hereafter conferred by law (i) to quit, terminate or surrender this Lease or
the Project or any part thereof, or (ii) to any abatement, suspension, deferment
or reduction of the Basic Rent or additional 

12

rent or any other sums payable under this Lease, except as otherwise expressly
provided herein, regardless of whether such rights shall arise from any present
or future constitution, statute or rule of law.

6.4  Condition and Title of Project.  Lessee acknowledges that it has
------------------------------                                  
examined the premises described in Schedule A attached hereto and the state of
----------                                 
Lessor's title thereto prior to the making of this Lease and knows the condition
and state thereof as of the first day of the term of this Lease, and accepts the
same in said condition and state; that no representations as to the condition or
state thereof have been made by representatives of Lessor; and that Lessee in
entering into this Lease is relying solely upon its own examination thereof.
Lessor shall not be liable to Lessee for any damages resulting from failure of
or any defect in Lessor's title to the Land which interferes with, prevents or
renders burdensome the use of the Project or the compliance by Lessee with any
of the terms of this Lease, or from delay in obtaining possession of all or any
part thereof, from any cause whatsoever (except to the extent arising out of
Lessor's breach of its obligations under Section 6.5 or 8.1 hereof), and no such
failure of or defect in Lessor's title or delay shall terminate this Lease or
entitle Lessee to any abatement, in whole or in part, of any of the rentals or
any other sums provided to be paid by Lessee pursuant to any of the terms of
this Lease.

Lessor makes no warranty, either express or implied, that the Project will
be suitable for Lessee's purposes or needs.

6.5  No Conveyance of Title by Lessor.  Lessor covenants and agrees that,
--------------------------------                              
during the Term of this Lease and if Lessee shall then not be in default under
this Lease, it will not convey, or suffer or permit the conveyance of, by any
voluntary act on its part, its title to the Project to any person, firm or
corporation whatsoever, irrespective of whether any such conveyance or attempted
conveyance shall recite that it is expressly subject to the terms of this Lease;
provided, however, that nothing herein shall restrict the conveyance or transfer
of the Project in accordance with any terms or requirements of this Lease or the
execution and delivery of the Mortgage.

ARTICLE VII

Taxes and Other Charges
-----------------------

7.1  Payment by Lessee - General.  Lessee agrees, subject to the provisions
---------------------------                                
of Section 16.2, to pay and discharge, as additional rent, punctually as and
when the same shall become due and payable, each and every cost, expense and
obligation of every kind and nature, foreseen or unforeseen, for the payment of
which Lessor or Lessee is or shall become liable by reason of its estate or
interest in the Project or any portion thereof, by reason of any right or
interest of Lessor or Lessee in or under this Lease, or by reason of 

13

or in any manner connected with or arising out of the possession, operation,
maintenance, alteration, repair, rebuilding or use of the Project.

7.2  Taxes and Other Governmental Charges.  Lessee agrees, subject to the
------------------------------------                            
provisions of Section 16.2, to pay and discharge, as additional rent, punctually
as and when the same shall become due and payable without penalty, all real
estate taxes, personal property taxes, business and occupation taxes,
occupational license taxes, water charges, sewage charges, assessments
(including, but not limited to, assessments for public improvements or benefits)
and all other governmental taxes, impositions and charges of every kind and
nature, extraordinary or ordinary, general or special, unforeseen or foreseen,
whether similar or dissimilar to any of the foregoing, which at any time during
the Term shall be or become due and payable by Lessor or Lessee and which shall
be levied, assessed or imposed:

(i)   upon, or which shall be or become liens upon, the Project or any
portion thereof or any interest of Lessor or Lessee therein or under this
Lease or upon the rents payable hereunder;

(ii)  upon or with respect to the possession, operation, maintenance,
alteration, repair, rebuilding, use or occupancy of the Project or any
portion thereof; or

(iii) upon this transaction or any document to which Lessee is a
party creating or transferring an interest or an estate in the Project;

under and by virtue of any present or future law, statute, regulation or other
requirement of any governmental authority, whether federal, state, county, city,
municipal or otherwise; provided, however, Lessee shall have no liability (a)
for any tax, charge, assessment or imposition attributable to properties or
operations of Lessor not involving the Project, or (b) with respect to payment
of any income taxes or similar taxes imposed upon Lessor for any period during
which no part of the Bond is unpaid.  It is the intention of the parties hereto
that, insofar as the same may be lawfully done, Lessor shall be free from all
costs, expenses and obligations and all such taxes, water charges, sewer
charges, assessments and all such other governmental impositions and charges,
and that this Lease shall yield net to Lessor not less than the Basic Rent and
any additional rent due hereunder throughout the Term.

7.3  Lessee Subrogated to Lessor's Rights.  To the extent of any payments
------------------------------------                       
of additional rent by Lessee under this Article VII, Lessee shall be subrogated
to Lessor's rights in respect to the proceedings or matter which cause the Basic
Rent to be insufficient and any recovery by Lessor or release to Lessor of
moneys in such proceedings or matter shall be used to reimburse Lessee for the
amount of such 

14

additional rent so paid by Lessee, provided always that the Basic Rent is paid
in the manner and at the time herein set forth.

7.4  Utility Services.  Lessee agrees to pay or cause to be paid all proper
----------------                                               
charges for gas, water, sewer, electricity, light, heat, power, telephone, and
other utility services used, rendered or supplied to, upon or in connection with
the Project. Lessee agrees that Lessor is not, nor shall it be, required to
furnish to Lessee or any other user of the Project any gas, water, sewer,
electricity, light, heat, power or any other facilities, equipment, labor,
materials or services of any kind.

7.5  Fees and Expenses of Lessor.  Lessee agrees to pay as additional rent,
---------------------------                                     
or cause to be paid, the reasonable expenses of Lessor relating to the Project
or to Lessor's rights or obligations hereunder, whether or not such fees or
expenses are payable before the commencement of, during, or after the expiration
of the Term.

7.6  Proof of Payment.  Lessee covenants to furnish to Lessor, promptly
----------------                                                  
upon request, proof of the payment of any tax, assessment, and other
governmental or similar charge, and any utility charges, which is payable by
Lessee as provided in this Article.

7.7  Proration.  Upon expiration or earlier termination of this Lease 
---------                                                       
(except for the termination hereof pursuant to the provisions of Article XVII)
taxes, assessments and other charges which shall be levied, assessed or become
due upon the Project or any part thereof shall be prorated to the date of such
expiration or earlier termination.

7.8  Payments in Lieu of Taxes.  The Lessor and the Lessee recognize that
-------------------------                                      
under present law, including specifically Section 7-53-305 of Tennessee Code
Annotated, that properties owned by the Lessor are exempt from all taxation in
the State of Tennessee. However, Sublessee has entered into an agreement for
payments in lieu of ad valorem taxes with the Lessor requiring it to make
certain payments in lieu of taxes with respect to the Project.

ARTICLE VIII

Liens
-----

8.1  Permitted Liens.  Subject to the provisions of Sections 15.1 and 16.2
---------------                                                 
herein, Lessee and Lessor will not create or permit to remain, and will
discharge, any lien, encumbrance or charge (other than a lien, encumbrance or
charge created or accepted by Lessor at the time of acquiring title or any lien
to secure the Bond in accordance with the terms of the Mortgage) upon the
Project or any part thereof or upon Lessor's or Lessee's respective interest
therein without the prior written consent of the Purchaser; provided that the
existence of any tax, mechanic's, laborer's, materialman's, supplier's or

15

vendor's lien or right in respect thereof shall not constitute a violation of
this Section 8.1 if payment is not yet due and payable with respect to such
claim.

ARTICLE IX

Indemnification and Non-Liability of Lessor
-------------------------------------------

9.1  General.  Lessee covenants and agrees, at its expense, to pay, and to
-------                                                       
indemnify and save Lessor and the Purchaser harmless against and from any and
all claims by or on behalf of any person, firm, corporation, or governmental
authority, arising from the occupation, use, possession, conduct or management
of or from any work done in or about the Project or from the subletting of any
part thereof, including any liability for violation of conditions, agreements,
restrictions, laws, ordinances, or regulations affecting the Project or the
occupancy or use thereof. Lessee also covenants and agrees, at its expense, to
pay, and to indemnify and save Lessor harmless against and from, any and all
claims arising from (i) any condition of the Project, (ii) any breach or default
on the part of Lessee in the performance of any covenant or agreement to be
performed by Lessee pursuant to this Lease, (iii) any act or negligence of
Lessee, or any of its agents, contractors, servants, employees or licensees, or
(iv) any accident, injury or damage whatever caused to any person, firm or
corporation in or about the Project and from and against all costs, reasonable
counsel fees, expenses and liabilities incurred in any action or proceeding
brought by reason of any claim referred to in this Section. In the event that
any action or proceeding is brought against Lessor or Purchaser by reason of any
such claims, Lessee, upon notice from Lessor or Purchaser, covenants to resist
or defend such action or proceeding at no cost to Lessor.

9.2  Costs of Repossession.  Lessee covenants and agrees to pay, and to
---------------------                                             
indemnify Lessor and the Purchaser against, all costs and charges, including
reasonable counsel fees, lawfully and reasonably incurred in obtaining
possession of the Project after default of Lessee or upon expiration or earlier
termination of any term hereof, or in enforcing any covenant or agreement of
Lessee contained in this Lease.

9.3  Expenses Paid by Lessee.  The Lessee will pay or cause to be paid in
-----------------------                                          
full all reasonable out-of-pocket expenses of the Lessor and the Purchaser
incurred in connection with the execution and delivery of this Lease and the
Mortgage and the consummation of the transactions contemplated by such
documents, including but not limited to (i) the reasonable fees and
disbursements of the Lessor's counsel, Purchaser's counsel and bond counsel,
(ii) all taxes (other than income taxes) applicable to such transactions, (iii)
all present and future recording and filing fees and taxes, and (iv) all
expenses incident to the preparation of the Mortgage, the Bond and the Lease and
any waivers, amendments, modifications or enforcement of the terms or provisions
thereof, or consents thereunder.

16

9.4   Survival.  Lessee's obligations under this Article IX shall survive
--------                                                           
the termination or expiration of this Lease.

ARTICLE X

Insurance
---------

10.1  Insurance in General.  Lessee shall, at its expense, keep the Project
--------------------                                         
continuously insured against such risks as are customarily insured against by
businesses of like size and type engaged in the same or similar operations
(other than business interruption insurance) including, without limiting the
generality of the foregoing, the insurance coverage required by Sections 10.2
and 10.3. Each insurance policy required under this Article X shall be provided
by Tennessee Insurance Company or by another insurer (or insurers) as shall be
financially responsible, qualified to do business in Tennessee, and of
recognized standing. Each policy of insurance obtained in satisfaction of this
Section 10.1 shall be in form and have such provisions (including without
limitation the loss payable clause, the deductible amount, if any, and the
standard, mortgagee endorsement clause) as are generally considered standard
provisions for the type of insurance involved and are acceptable in all respects
to the Purchaser.

10.2  Fire and Extended Coverage.  Lessee shall, at its expense, cause the
--------------------------                                          
Building to be insured against loss or damage by fire, with uniform broad form
extended coverage endorsement covering loss or damage by lightning, windstorm,
explosion, aircraft, smoke damage, vehicle damage, sprinkler leakage, vandalism,
malicious mischief and such other hazards as are normally covered by such
endorsement in such amount that the proceeds of such insurance, in the event of
the total destruction of the Building, will at least be sufficient to retire the
Bond, or in the amount of 100% of the insurable value of the Building (if
insurance is obtainable to such an amount, and, if not, to such an amount as is
obtainable), whichever shall be less (with deductible provisions not to exceed
$500,000).  For purposes of this Lease, insurable value shall mean actual
replacement value.

10.3  Public Liability.  Lessee shall, at its expense, cause to be 
----------------                                            
maintained general public liability insurance against claims for bodily injury,
death or property damage occurring on, in or about the Project, and the
adjoining sidewalks and passageways, such insurance to afford protection to
Lessor of not less than $2,000,000 per occurrence for third party  bodily injury
and property damage.  Policies for such insurance shall be for the mutual
benefit of Lessor and Lessee.

10.4  Loss Payable.  All policies of insurance required by Section 10.2
------------                                                     
hereof shall name Lessor, Lessee and Purchaser as additional insureds as the
respective interest of each of such parties may appear, and shall provide that
the proceeds of such insurance shall be payable to the Lessor, Lessee and the
Purchaser, as their interests may appear, 

17

under a standard mortgage loss payable clause; provided, however, that in the
absence of an Event of Default hereunder, payment shall be made by the insurance
company directly to any sublessee of Lessee by check payable solely to such
sublessee or order. All such proceeds shall be held and disbursed as provided
herein. All such policies shall, to the extent obtainable, provide that any loss
shall be so payable notwithstanding any act or negligence of Lessee or any
sublessee or assignee of Lessee which might otherwise result in a forfeiture of
said insurance.

10.5  Evidence of Existence; Modification of Policies.  Certificates from
-----------------------------------------------                    
the insurers evidencing the existence of all policies required under Sections
10.1 through 10.3 shall be filed with Lessor and the Purchaser, and such
policies of insurance shall contain an undertaking by the respective insurers
that such policies shall not be modified adversely to the interests of Lessor or
the Purchaser and that such policies shall not be cancelled without at least
thirty (30) days' prior written notice to Lessor and to the Purchaser.  Prior to
the expiration dates of the policies, originals of the renewal policies (or
certificates therefor from the insurers evidencing the existence thereof) shall
be deposited with Lessor and the Purchaser, or the Lessee shall provide Lessor
and the Purchaser with evidence satisfactory to Lessor and the Purchaser that
such policies or certificates are no longer required by the Lease.

10.6  Adjustment of Claims.  Any claims under the policies of insurance
--------------------                                             
described in this Article shall be adjusted by the Lessee or its designee (at
Lessee's or such designee's expense), and the decision of the Lessee as to any
adjustment shall be final and conclusive; provided, that the proceeds from such
insurance shall be applied pursuant to the terms of this Lease.

10.7  Blanket Policies.  Nothing in this Article shall prevent Lessee or 
----------------                                                  
its designee from including the insurance required by Sections 10.1 through 10.3
within one or more blanket policies of insurance; provided, however, that in no
event shall the insurance coverage provided under any such blanket policy and
applicable to the Project be less than the amount and type of coverage otherwise
required to be provided by Lessee or its designee pursuant to the provisions of
this Article.

10.8  Advances by Lessor or the Purchaser.  In the event that the Lessee
-----------------------------------                               
shall fail to maintain or cause to be maintained, the full insurance coverage
required by this Lease or shall fail to keep the Project in good repair and good
operating condition, as required by Article XI of this Lease, the Lessor or the
Purchaser may (but shall be under no obligation to), after 10 days' written
notice to the Lessee, contract for the required policies of insurance and pay
the premiums on the same or make any required repairs, renewals and
replacements; and the Lessee agrees to reimburse the Lessor and the Purchaser to
the extent of the amount so advanced by them or any of them with interest
thereon at a rate per annum equal to the Prime Rate plus two percent (2%), or
the maximum rate permitted by applicable law, whichever is lower, from the date
of advance 

18

to the date of reimbursement. Any amount so advanced by the Lessor or the
Purchaser shall become an additional obligation of the Lessee, shall be payable
upon demand and shall be deemed a part of the obligation of the Lessee evidenced
and secured by this Lease.

ARTICLE XI

Maintenance and Repair
----------------------

11.1  Maintenance of Building.  Lessee, at its expense, will keep and
-----------------------                                        
maintain the Building in good repair and appearance, ordinary wear and tear
excepted.  Lessee shall promptly make, or cause to be made, all repairs,
interior and exterior, structural and nonstructural, ordinary and extraordinary,
foreseen and unforeseen, necessary to keep the Building in good and lawful order
and condition, wear and tear from reasonable use excepted, whether or not such
repairs are due to any law, rules, regulations or ordinances hereafter enacted
which involve a change of policy on the part of the governmental body enacting
the same, provided, however, that if the Bond has been paid in full, Lessee, in
lieu of making any structural or extraordinary repairs required during the Term,
may elect to terminate this Lease pursuant to Section 4.1(b), and in such event
Lessee shall have no further rights or obligations hereunder.

11.2  Lessor Not Required to Repair.  Lessor shall not be required to make
-----------------------------                                  
any repairs, replacements or renewals of any nature or description to the
Project or to make any expenditures whatsoever in connection with this Lease or
to maintain the Project in any way. Lessee expressly waives the right contained
in any law now or hereafter in effect to make any repairs at the expense of
Lessor.

ARTICLE XII

Condemnation
------------

12.1  Awards Assigned to Purchaser.  If, during the Term, all or any part
----------------------------                                  
of the Project be taken by the exercise of the power of eminent domain or
condemnation, or sold under threat of condemnation, Lessee shall, subject to all
the terms of this Article, be entitled to, and shall receive, the entire award
for the taking. So long as the Bond has not been paid in full, Lessor hereby
irrevocably assigns all its right, title and interest in and to such award or
awards to the Purchaser, and Lessor and Lessee shall immediately pay the same to
the Purchaser and any such award or awards shall be held and disbursed as
provided herein.

19

12.2  Condemnation of All or Material Part of Project.
----------------------------------------------- 

(a)  If title to, or the temporary use or control of, all or substantially
all of the Project, shall be taken by the exercise of the power of eminent
domain or condemnation, or sold under the threat of condemnation, or if such use
or control of a substantial part of the Project shall be so taken or so sold as
results in rendering the Project unsatisfactory to Lessee for the purposes for
which the same was used immediately prior to such taking or condemnation (to be
determined in the sole judgment of Lessee), Lessee shall purchase for cash
Lessor's interest in the award or payment for such taking or sale and in the
remaining portion of the Project not taken or sold, if any, and such purchase
shall be made as of the first day of the first month occurring subsequent to
sixty (60) days after the effective date of such taking or sale.  The purchase
price for Lessor's interest in such award or payment for such taking or sale and
in the remaining portion of the Project not taken or sold, if any, shall be
determined as set forth in Section 21.1 hereof.  Lessee shall deliver to Lessor
and the Purchaser at least thirty (30) days before the date of purchase a
certificate, signed by an Authorized Lessee Representative, to the effect that
title to, or the temporary use or control of, all or substantially all of the
Project has been taken by the exercise of the power of eminent domain or
condemnation or sold under the threat of the exercise of such power.

(b)  On the date of purchase the purchase price shall be paid as follows:

(i)  an amount equal to the unpaid principal amount of the Bond and
interest accrued thereon to the purchase date shall be paid to the
Purchaser as the assignee of the Lessor to be applied to the payment of
corresponding amounts of principal of and interest on the Bond; and

(ii) the balance of the purchase price shall be paid to the Lessor.

Upon payment of the purchase price in cash, Lessor shall convey Lessor's
interest in the remaining portion, if any, of the Project to Lessee, subject to
and pursuant to Article XXI, and the Purchaser shall assign and pay over the
entire amount of the Lessor's and the Lessee's interest in the award for the
taking or proceeds of the sale to the Lessee, less any expenses incurred by the
Lessor in collecting such award or proceeds (hereinafter called the "Net
Award").

12.3  Condemnation of Less than Material Part of Project.
-------------------------------------------------- 

(a)  If a lesser portion of the Project be taken by exercise of the power
of eminent domain or condemnation or sold under the threat of condemnation, this
Lease shall nevertheless continue in full force and effect without abatement of
rent (except such rental reduction as results from a partial prepayment of the
Bond) and if such taking or sale shall have caused damage to, or necessitated
restoration or rebuilding of, any of the 

20

improvements on the Land, Lessee, at its sole cost and expense, may at its
option restore such improvement to such condition as shall be reasonable in view
of the nature of the taking or the sale and the then intended use of the Project
by Lessee, whether or not the award for the taking or the proceeds from a sale
under threat of condemnation are sufficient for the purpose. Except as provided
in Section 12.3(b) hereof, if the Lessee shall not elect to so restore the
Project, the Lessee shall purchase for cash the remaining portion of the Project
and such purchase shall be made as of the first day of the first month occurring
subsequent to sixty (60) days after the effective date of such taking or sale.
The Lessee shall deliver to the Lessor and the Purchaser at least thirty (30)
days before such date a certificate signed by an Authorized Lessee
Representative to the effect that such lesser portion of the Project has been
taken or sold and stating whether or not the Lessee is exercising its option to
restore the Project. If the Lessee shall not elect to so restore the Project,
the Lessee, the Lessor and the Purchaser shall proceed as provided in Section
12.2(b). If the Lessee shall elect to restore the Project, the Lessee shall
promptly begin and diligently proceed with such restoration.

(b)  So long as the Bond has not been paid in full, upon the filing by the
Lessee with the Lessor and the Purchaser of a certificate stating that the
restoration and rebuilding required by this Section 12.3 has been completed and
the costs thereof or stating that such restoration or rebuilding is not
required, as the case may be, the Purchaser shall assign and pay over to the
Lessee the cost of such restoration and rebuilding, if any, as if so certified
up to the full amount of the Net Award; provided, however, that the Purchaser
shall be authorized to make progress payments to the Lessee from time to time
upon certification by the Lessee that it is proceeding to so rebuild, restore,
replace or repair and that the amount requested does not exceed the amount
expended to date for such purpose.  If there shall remain any balance of the
proceeds of such taking or sale under threat of condemnation, the Purchaser
shall apply the balance to the prepayment of principal installments of the Bond
in the inverse order of maturity.  In the event the Bond has been paid in full,
the Purchaser shall assign and pay over to the Lessee any such balance.  In lieu
of such rebuilding or restoring as herein provided, the Lessee may direct that
the entire amount of the Net Award be applied by the Purchaser to the prepayment
of principal installments of the Bond in the inverse order of maturity.

If any taking or sale of the character referred to in this Section shall
occur when no part of the Bond is unpaid, or if the amount of the proceeds of
such taking or sale under threat of condemnation, together with other sums
available for such purpose, is sufficient to pay in full all amounts owed on the
Bond, Lessee, in lieu of restoring as herein provided, may elect to terminate
this Lease, and in such event this Lease shall terminate, neither party shall
have any further liability hereunder, and all such proceeds shall be retained by
Lessee; subject, however, to the payment to the Purchaser of such part thereof
as shall be required in order to pay in full the remaining unpaid amounts on the
Bond.

21

12.4  Notice of Condemnation.  In the case of any taking or proposed taking
----------------------                                        
of all or any part of the Project, the Lessee shall, upon receipt of notice of
such taking or proposed taking, give prompt notice to the Lessor and the
Purchaser. Each such notice shall describe generally the nature and extent of
such taking, loss, proceeding or negotiations.

ARTICLE XIII

Casualty
--------

13.1  Lessee to Rebuild or Repair.
--------------------------- 

(a)  If during the Term all or any part of the Project shall be destroyed
or damaged, the Lessee shall promptly notify the Lessor and the Purchaser, and
at the Lessee's sole cost and expense (whether or not the insurance proceeds
hereinafter mentioned are sufficient for the purpose) the Lessee may at its
option rebuild, restore, replace and repair the same to such condition as shall
be reasonable in view of the nature of the casualty and the then intended use of
the Project by Lessee.  Except as provided in Section 13.1(b) hereof, if the
Lessee shall not elect to so restore the Project, the Lessee shall purchase for
cash the remaining portion of the Project, and such purchase shall be made as of
the first day of the first month occurring subsequent to sixty (60) days after
the effective date of such casualty.  The Lessee shall deliver to the Lessor and
the Purchaser at least thirty (30) days before such date a certificate signed by
an Authorized Lessee Representative to the effect that such damage or
destruction has occurred and stating whether or not the Lessee is exercising its
option to restore the Project.  If the Lessee shall not elect to so restore the
Project, the Purchaser shall proceed to purchase the remaining portion of the
Project on the terms set forth in Section 12.2(b).  If the Lessee shall elect to
restore the Project, the Lessee shall promptly begin and diligently proceed with
such restoration.

(b)  So long as the Bond has not been paid in full, the Lessee shall file
with the Lessor and the Purchaser a certificate stating that such rebuilding,
restoration, replacement and repair has been completed and certifying the cost
thereof.  If there shall remain any balance of such insurance proceeds, the
Lessee shall apply the balance to the prepayment of the Bond.  In lieu of
rebuilding, restoration, replacement and repair as herein provided, Lessee may
apply the entire amount to the purchase of the Project on the terms set forth in
Section 12.2(b).

Notwithstanding any other provision hereof, if all or any part of the
Project shall be destroyed or damaged after the Bond has been paid in full, (i)
Lessee shall have no obligation to effect the repair or restoration of the
Project and (ii) Lessee may elect by written notice to Lessor to terminate this
Lease, in which event Lessee shall have no further liability hereunder.

22

13.2  Notice of Casualty.  In the case of any material damage to or
------------------                                           
destruction of all or any part of the Project, the Lessee shall, upon receipt of
notice of such damage or destruction, give prompt notice thereof to the Lessor
and the Purchaser.  Each such notice shall describe generally the nature and
extent of such damage, destruction, loss, proceeding or negotiations.

ARTICLE XIV

Additions, Alterations, Improvements,
-------------------------------------
Replacements and New Construction
---------------------------------

14.1  Additions, Alterations and Improvements by Lessee.  Provided that the
-------------------------------------------------                
Project will continue to constitute a "project" under the Act, Lessee shall have
the right to make additions to, alterations of, and improvements on the
Building, structural or otherwise, and to construct additional facilities, at
its expense.

Lessee shall have the privilege of erecting any additional buildings and of
remodeling the Building from time to time as it in its discretion may determine
to be desirable for its uses and purposes, provided that such remodeling shall
not damage the basic structure of the then existing building or decrease its
value, with no obligation to restore or return the Building to its original
condition, but the cost of such new building or buildings and improvements and
remodeling shall be paid for by it and upon the expiration or termination of
this Lease shall belong to and be the property of Lessor, subject, however, to
the right of Lessee to remove from the Project at any time before the expiration
or termination of this Lease and while it is in good standing with reference to
the payment of Basic Rent and performance of its other obligations under this
Lease, all improvements placed in or upon the Project by Lessee which can be
removed without damage to the existing buildings or structures or if they cannot
be removed without such damage, then provided that Lessee repairs any damage
caused by such removal.

14.2  Installation and Removal of Lessee's Equipment.  Lessee may at any
----------------------------------------------                    
time or times during the Term install or commence the installation of any
Lessee's equipment as Lessee may deem desirable, and Lessee may also remove any
Lessee's equipment, provided, however, that such installation or removal shall
not be permitted to interfere with the acquisition and installation of the
Project or in any way materially damage the Project.  All such Lessee's
equipment shall be acquired and installed at the expense of Lessee and shall
remain the property of Lessee.  Any item of Lessee's equipment may be removed at
any time by the Lessee and shall, upon the occurrence of an Event of Default, be
removed by the Lessee at the request of the Lessor.  Any such removal shall be
at the expense of the Lessee and the Lessee shall bear the costs of repair of
all damage to the Project resulting from or incident to such removal.

23

14.3  Additions and Alterations Not to Diminish Value of Project.  The
----------------------------------------------------------      
Project as improved or altered upon completion of additions, alterations,
improvements or construction made pursuant to the provisions of this Article XIV
shall be of a value of not less than the value of the Project immediately prior
to the making of such additions, alterations, improvements or the construction
of additional facilities.

14.4  Quality of Work; Compliance With Laws; Insurance.  Lessee shall use
------------------------------------------------               
its best efforts to cause all work done in connection with such additions,
alterations, improvements or construction, or repair or restoration in the event
of condemnation, damage or destruction to be done promptly, and in good and
workmanlike manner, and in compliance with all laws, ordinances, orders, rules,
regulations and requirements of all federal, state and municipal governments and
the appropriate departments, commissions, boards and offices thereof.  Lessee
shall maintain or cause to be maintained, at all times when any work is in
process in connection with such additions, alterations, improvements or
construction, worker's compensation insurance covering all persons employed in
connection with such work and with respect to whom death or bodily injury claims
could be asserted against Lessor, Lessee or the Project.

ARTICLE XV

Subletting, Assignments and Mortgaging
--------------------------------------

15.1  Continuing Obligations of Lessee.  With the prior written consent
--------------------------------                                 
of Lessor and Purchaser, Lessee may sublet the Project or any part thereof, and
may assign or otherwise transfer all of its rights and interest hereunder,
including the purchase option granted in Section 21.1 hereof; provided, however,
(a) that no assignment, transfer or sublease shall affect or reduce any of the
obligations of Lessee hereunder, except to the extent that the Purchaser and
Lessor each specifically agree in writing otherwise, and (b) that Lessee shall
give Lessor and the Purchaser not less than 10 days' prior written notice of any
such proposed assignment, transfer or sublease; provided, however, that no
consent of the Purchaser nor notice to Lessor and Purchaser shall be required in
order for the Lessee to execute and deliver the Sublease.  Nothwithstanding the
foregoing, Lessee may assign or otherwise transfer all of its rights and
interest hereunder without the prior written consent of the Lessor so long as
the Lessor receives, prior to the effective date of such transfer or assignment
(i) an opinion of counsel to such assignee that such assignment or transfer is
an exempt transaction under any securities laws or otherwise does not require
registration under any applicable securities laws; (ii) a certificate of Lessee
that at the time of such assignment or transfer there is  no default or event of
default existing under the Sublease and that the assignee is a commercial
lending institution or an insurance company or an affiliate of or trust for the
benefit of such commercial lending institution or insurance company or affiliate
thereof.

24

15.2  Collection of Rent from Others No Release of Lessee.  If this Lease
---------------------------------------------------                
be assigned or transferred, or if the Project or any part thereof be sublet or
occupied by anybody other than Lessee, Lessor may, after default by Lessee,
collect rent from the assignee, transferee, subtenant, or similar occupant and
apply the net amount collected to the Basic Rent and any other amounts reserved
hereunder, but no such assignment, transfer, subletting, possession or
collection shall, except to the extent that the Lessor and the Purchaser
specifically agree otherwise, be deemed the acceptance of the assignee,
transferee, subtenant or similar possessor as lessee, or a waiver or release of
Lessee from the performance of the terms, covenants and conditions of this Lease
to be performed by Lessee.  Any violation of any provision of this Lease,
whether by act or omission, by an assignee, transferee, subtenant, or similar
occupant, shall be deemed a violation of such provision by Lessee, it being the
intention of the parties hereto that Lessee shall, except to the extent that the
Lessor and the Purchaser specifically agree otherwise, assume and be liable to
Lessor for all and any acts and omissions of any and all assignees, transferees,
subtenants and similar occupants.

15.3  Merger, Consolidation or Transfer of Assets by Lessee.  Lessee agrees
-----------------------------------------------------         
that at all times during the Term it will maintain its corporate existence as a
corporation qualified and authorized to do business in the State of Tennessee,
will not dissolve nor dispose of all or substantially all of its assets nor
consolidate with nor merge into another corporation nor permit another
corporation to consolidate with or merge into it, except with the prior written
consent of Lessor and Purchaser.

ARTICLE XVI

Performance of Lessee's Obligations
-----------------------------------
by Lessor; Permitted Contests
-----------------------------

16.1  Performance of Lessee's Obligations by Lessor.  If Lessee at any time
---------------------------------------------                   
shall fail to make any payment or perform any act on its part to be made or
performed under this Lease, then, subject to the provisions of Sections 15.2 and
16.2, Lessor may (but shall not be obligated to), upon ten (10) days' prior
written notice to Lessee and without waiving or releasing Lessee from any
obligations or default of Lessee hereunder, make any such payment or perform any
such act for the account and at the expense of Lessee; and may enter upon the
Project for the purpose and take all such action thereon as may be reasonably
necessary therefor.  No such entry shall be deemed an eviction of Lessee.  All
sums so paid by Lessor and all necessary and incidental costs and expenses
(including, without limitation, reasonable attorneys' fees and expenses)
incurred in connection with the performance of any such act by Lessor, together
with interest, at the lesser of (i) the overdue rate provided in the Sublease so
long as a Sublease is in effect or the Prime Rate plus two percent (2%) per
annum if a Sublease is not in effect or (ii) the maximum rate permitted by
applicable law, shall be deemed additional rent hereunder and shall be 

25

payable by Lessee to Lessor on demand, and Lessee covenants to pay any such sum
or sums with interest as aforesaid.

16.2  Permitted Contests.  Lessee shall not be required to (a) pay, 
------------------                                           
discharge or remove any tax, lien or assessment, or any mechanic's, laborer's or
materialman's lien, or any other lien or encumbrance, or any other imposition or
charge against the Project or any part thereof, or (b) comply or cause
compliance with the laws, ordinances, orders, rules, regulations or requirements
referred to in Sections 3.10 or 14.4 hereof, so long as Lessee shall, at
Lessee's expense, contest the same or the validity thereof in good faith, by
appropriate proceedings which shall operate to prevent the collection of the
tax, lien, assessment, encumbrance, imposition, charge, fine or penalty so
contested or resulting from such contest and the sale of the Project or any part
thereof to satisfy the same.  Such contest may be made by Lessee in the name of
Lessor or of Lessee, or both, as Lessee shall determine, and Lessor agrees that
it will, at Lessee's expense, cooperate with Lessee in any such contest to such
extent as Lessee may reasonably request.  It is understood, however, that Lessor
shall not be subject to any liability for the payment of any costs or expenses
in connection with any such proceeding brought by Lessee, and Lessee covenants
to pay, and to indemnify and save harmless Lessor from, any such costs or
expenses.  Pending any such proceeding Lessor shall not have the right to pay,
remove or cause to be discharged the tax, lien, assessment, encumbrance,
imposition or charge thereby being contested, provided, that Lessee shall have
given such security as Purchaser and Lessor may require.

ARTICLE XVII

Events of Default; Termination
------------------------------

17.1  Events of Default.  If any one or more of the following events
(herein individually called an "Event of Default") shall happen:

(a)  if Lessee shall fail to make payment of (i) any Basic Rent within
five (5)  days after the same has become due and payable or (ii) any amount
due under Article IX, Sections 12.02 or 13.01 hereof, after the same has
become due and payable;

(b)  if default shall be made in the due and punctual payment of any
additional rent or other amount payable to Lessor or for the benefit of
Lessor hereunder (other than as referred to in clause (a) above) within
five (5) days after the same has become due and payable;

(c)  if Lessee shall fail to observe or perform any term, covenant or
condition of the Lessee under this Lease, or any representation or warranty
set 

26

forth in this Lease or in any document entered into in connection herewith
or in any document, certificate or financial or other statement delivered
in connection herewith shall be false or inaccurate in any material way,
and such failure or misrepresentation or breach of warranty shall remain
uncured for a period of thirty (30) days after receipt of written notice
thereof; provided, that if such failure to perform is not capable of being
cured within one hundred eighty (180) days after the occurrence of such
default and the Lessee is proceeding diligently to cure such default, the
Lessee shall be entitled to an additional period (not to exceed one hundred
eighty (180) days from the date of such default) to cure such default;

(d)  if Lessee shall file a voluntary petition in bankruptcy, or shall
be adjudicated a bankrupt or insolvent, or shall file any petition or
answer seeking any reorganization, composition, readjustment, liquidation
or similar relief for itself under any present or future statute, law or
regulations, or shall seek or consent to or acquiesce in the appointment of
any trustee, receiver, custodian or liquidator of Lessee or of all or any
substantial part of its properties or of the Project, or shall make any
general assignment for the benefit of creditors, or shall admit in writing
its inability to pay its debts generally as they become due; or

(e)  if a petition shall be filed against Lessee seeking any
reorganization, composition, readjustment, liquidation or similar relief
under any present or future statute, law or regulation, and shall remain
undismissed or unstayed for an aggregate of sixty (60) days, or if any
trustee, receiver, custodian or liquidator of Lessee or of all or any
substantial part of its properties or of the Project shall be appointed
without the consent or acquiescence of Lessee and such appointment shall
remain unvacated or unstayed for an aggregate of sixty (60) days (whether
or not consecutive); or

(f)  if a default or an event of default shall occur under any of the
other Bond Documents;

then in any such event (regardless of the pendency of any proceeding which has
or might have the effect of preventing Lessee from complying with the terms of
this Lease) Purchaser, as assignee of Lessor, or Lessor if the Bond has been
paid in full, at any time thereafter and until such Event of Default shall have
been waived may give a written termination notice to Lessee which shall specify
a date of termination of this Lease not less than ten (10) days after the giving
of such termination notice, and, subject to the provisions of Section 20.1
relating to the survival of Lessee's obligations, the Term shall expire and
terminate by limitation and all rights of Lessee under this Lease shall cease on
such date, except with respect to Lessee's option to purchase pursuant to
Section 21.1 hereof.

27

ARTICLE XVIII

Repossession
------------

18.1 At any time after the expiration of the Term pursuant to Section
17.1, Purchaser, as assignee of Lessor, or Lessor, without further notice may
enter upon the Project and may remove Lessee and all other persons and any and
all property from the Project.  If any Event of Default occurs, Purchaser, as
assignee of Lessor, or Lessor if the Bond has been paid in full, shall also have
the right of entry repossession, and removal, after not less than ten (10) days'
prior written notice to Lessee of its intent to exercise such right and
specifying the nature of the Event of Default, prior to the expiration of the
Term and without any obligation on the part of Purchaser or Lessor to terminate
this Lease, provided that such right shall not be in contravention of the laws
of the jurisdiction in which the Project is located.  In the event of the
exercise of such right without termination of this Lease, the Lease shall
continue in full force and affect for the balance of the Term except that Lessee
shall have no right of possession from the date of the exercise of such right,
provided that the exercise of such right shall not preclude the subsequent
exercise of any other right under this Lease, including the right of termination
pursuant to Section 17.1.  Neither Purchaser nor Lessor shall be under any
liability for or by reason of any such entry, repossession or removal.

ARTICLE XIX

Reletting
---------

19.1 If the Term shall have expired pursuant to Section 17.1, or if
Purchaser or Lessor shall have exercised its right of entry, repossession and
removal pursuant to Section 18.1, Lessor may relet the Project or any part
thereof for the account and benefit of Lessee for such rental terms, to such
persons, firms or corporations and for such period or periods as may be fixed
and determined by Lessor; provided, however, that Lessor shall not unreasonably
refuse to accept or receive any suitable occupant or tenant offered by Lessee,
so long as such tenant proposes to use the Project as a "project" under the Act.
Lessor shall not otherwise be required to do any act or exercise any diligence
to mitigate the damages to Lessee and, subject to the foregoing provisions,
Lessor shall not be responsible or liable for any failure to relet the Project
or any portion thereof.

ARTICLE XX

Survival of Lessee's Obligations; Damages
-----------------------------------------

20.1 Lessee's Obligations to Survive Expiration or Repossession. No
----------------------------------------------------------
expiration of the Term pursuant to Section 17.1 or repossession of the Project
pursuant to Section 18.1 shall relieve Lessee of its liability and obligations
under this Lease, including its

28

obligations under Article IX, all of which shall survive any such expiration or
repossession.

20.2 Amounts Payable by Lessee on Expiration by Default.  In the event
--------------------------------------------------
of the expiration of the Term pursuant to Section 17.1, Lessee shall pay to
Lessor the Basic Rent and all additional rent and other charges required to be
paid, and not theretofore paid, under this Lease or otherwise, by Lessee up to
the time of such expiration; and thereafter Lessee, until the end of what would
have been the Term in the absence of such expiration and whether or not the
Project or any part thereof shall have been relet, shall be liable for and shall
pay to Lessor, as and for liquidated and agreed current damages for Lessee's
default:

(i)  the Basic Rent and all additional rent and other charges which
would be payable under this Lease by Lessee if the Term had not so expired,
less

(ii) the net proceeds, if any, of any reletting effected for the
account of Lessee pursuant to the provisions of Section 19.1, after
deducting all Lessor's necessary and incidental expenses in connection with
such reletting, including, without limitation, all repossession costs,
brokerage commissions, legal expenses, reasonable attorneys' fees and
expenses, employees' expenses, reasonable alteration costs, insurance
premiums paid to insure the Project until it is relet and any taxes,
special assessments or other similar governmental charges for such period
and expenses of preparation for such reletting.

Lessee shall pay such current damages on the days on which the Basic Rent would
have been payable under this Lease if the Term hereof had not so expired, and
Lessor shall be entitled to recover the same from Lessee on each such day.

The liability and obligations of Lessee as set forth in this Section 20.2
shall be the same if Lessor shall exercise its right of entry, repossession or
removal without termination of this Lease as provided in Section 18.1.

20.3 Optional Recovery by Lessor on Expiration by Default.  At any 
----------------------------------------------------
time after the expiration of the Term pursuant to Section 17.1, whether or not
Lessor shall have collected any current damages as aforesaid, Lessor shall, at
its option, be entitled to recover from Lessee, and Lessee will pay to Lessor on
demand, as and for liquidated and agreed final damages for Lessee's default and
in lieu of all current damages beyond the date of such demand, an amount equal
to the greater of:

(i)  The Basic Rent and additional rent and other charges which would
be payable under this Lease from the date of such demand (or, if it be
earlier, the date to which Lessee shall have satisfied in full its
obligations under Section 20.2 to pay current damages) for which would be
the then unexpired Term if the same

29

had not been so expired, less the then fair net rental value of the Project
for the same period, or

(ii) All Unpaid Installments of Rent if the Bond has not been paid in
full.

20.4 Rights and Obligations on Default Unchanged by Non-Termination.
--------------------------------------------------------------
The right of recovery of Lessor and the obligation of Lessee to pay the amount
set  forth in Section 20.3 shall be the same if Lessor shall exercise its right
of entry, repossession or removal without termination of this Lease as provided
in Section 18.1.

20.5 Law Affecting Liquidated Damages.  If any statute or rule of law
--------------------------------
shall validly limit the amount of such liquidated final damages to less than the
amount agreed upon in Section 20.3, Lessor shall be entitled to the maximum
amount allowable under such statute or rule of law.

ARTICLE XXI

Purchase and Purchase Prices
----------------------------

21.1 Option to Purchase.  At any time during the Term or within ninety
------------------
(90) days after the end of the Term, Lessee shall have an option to purchase the
Project for an amount equal to All Unpaid Installments plus the sum of $100.00.
Lessee shall deliver to Lessor and Purchaser at least fifteen (15) days before
the proposed date of purchase a notice signed by an Authorized Lessee
Representative stating that Lessee desires to exercise its option to purchase
under the provisions of this Section 21.1 on the date specified in such notice.
On the proposed date of purchase the purchase price shall become due and payable
and upon payment of the purchase price, in cash, Lessor shall convey the Project
to Lessee subject and pursuant to this Article.  Upon Lessee's exercise of the
option to purchase pursuant to this Section, the Term of this Lease shall
terminate.  The purchase price shall be paid as follows:

(i)  an amount equal to the unpaid principal amount of the Bond and
interest accrued thereon to the purchase date shall be paid to the
Purchaser as the assignee of the Lessor to be applied to the payment of
corresponding amounts of principal of and interest on the Bond; and

(ii) the balance of the purchase price shall be paid to the Lessor.

21.2 Granting of Easements.  From time to time during the Term Lessee shall
---------------------
have the right to cause Lessor (i) to grant easements affecting the Project,
(ii) to dedicate or convey, as required, portions of the Project for road,
highway and utilities and other public purposes, and (iii) to execute petitions
to have the Project or portions thereof annexed to any municipality or included
within any utility, highway or other 

30

improvement or service district provided that, prior to the exercise of any of
the powers granted by this Section 21.2, (a) Lessee shall have obtained the
written consent of Purchaser to the granting of such easement; (b) Lessee shall
notify Lessor in writing of the action to be taken; and (c) Lessee shall furnish
Lessor with a certificate signed by an officer of Lessee certifying that the
action to be taken will not either adversely affect the market value of the
Project or the use of the Project in Lessee's business. Upon compliance with the
provisions hereof, Lessor shall, to the extent necessary, execute and deliver
all such documents as are necessary to effectuate the intent of this Section
21.2.

21.3 Conveyance on Purchase.  In the event of any purchase of Lessor's
---------------------
interest in the Project or the remaining portion or remainder of the Project by
Lessee pursuant to any provision of this Lease, Lessor shall convey merchantable
title by quitclaim deed thereto to Lessee, but Lessor shall not otherwise be
obligated to give or assign any better title to Lessee than existed on the first
day of the Term.  Lessee shall accept such title, subject, however, to (i) any
liens, encumbrances, charges, exceptions and restrictions not created or caused
by Lessor or caused by Lessor at the request of lessee and/or Sublessee, and
(ii) any laws, regulations and ordinances.  Although Lessor shall be obligated
to convey title to the Project as aforesaid on the date of purchase upon receipt
of the purchase price therefor, Lessor shall nevertheless have such additional
time as is reasonably required by Lessor to deliver or cause to be delivered to
Lessee, at Lessee's expense, all instruments and documents reasonably required
by Lessee and necessary to remove from record or otherwise discharge any liens,
encumbrances, charges or restrictions in order that Lessor may convey title as
aforesaid.

21.4 Charges Incident to Conveyance.  Lessee shall pay all charges incident
--------------------------------                               
to any conveyance, including any escrow fees, recording fees, title insurance
premiums, Lessor's reasonable attorney's fees and any applicable federal, state
or local taxes and the like, including any federal or local documentary or
transfer taxes.

21.5 Time of Payment of Purchase Price.  Notwithstanding any other
---------------------------------
provisions hereof, this Lease shall not terminate on the date on which Lessee
shall be obligated to purchase (whether or not any delay in the completion of
such purchase shall be the fault of Lessor), nor shall Lessee's obligations
hereunder cease until Lessee shall have paid the purchase price then payable for
the Project, without set-off, counterclaim, abatement, suspension, deduction,
diminution, or defense for any reason whatsoever, so long as the Bond has not
been paid in full, and until Lessee shall have discharged or made provision
satisfactory to Lessor for the discharge of, all of its obligations under this
Lease, which obligations have arisen on or before the date for the purchase of
the Project, including the obligation to pay the Basic Rent due and payable on
the date for the purchase of Lessor's interest in the Project, but exclusive of
any obligations with respect to maintenance, repair or restoration.

31

ARTICLE XXII

Recording and Filing; Other Instruments
---------------------------------------

22.1 Recording.  This Lease and every supplement and modification
---------
hereof shall be recorded in the Register's Office of Shelby County, Tennessee,
or in such other office as may be at the time provided by law as the proper
place for the recordation of a deed conveying the Land.

ARTICLE XXIII

Miscellaneous
-------------

23.1 Waiver of Statutory Rights.  This Lease shall not be affected by any
--------------------------
laws, ordinances, or regulations, whether federal, state, county, city,
municipal or otherwise, which may be enacted or become effective from and after
the date of this Lease affecting or regulating or attempting to affect or
regulate (i) the Basic Rent and other amounts herein reserved or (ii) the
continuing in occupancy of Lessee or any sublessees, transferees or assignees of
Lessee's interest in the Project beyond the dates of termination of their
respective leases, or otherwise.

23.2 Non-Waiver by Lessor.  No failure by Lessor or by any assignee to
--------------------
insist upon the strict performance of any term hereof or to exercise any right,
power or remedy consequent upon a breach thereof, and no acceptance of the Basic
Rent, in full or in part, during the continuance of such breach, shall
constitute a waiver of such breach or of such term. No waiver of any breach
shall affect or alter this Lease or constitute a waiver of a then existing or
subsequent breach.

23.3 Remedies Cumulative. Each right, power and remedy of Lessor provided
-------------------
for in this Lease shall be cumulative and concurrent and shall be in addition to
every other right, power or remedy provided for in this Lease or now or
hereafter existing at law or in equity or by statute or otherwise, in any
jurisdiction where such rights, powers and remedies are sought to be enforced,
and the exercise or beginning of the exercise by Lessor of any one or more of
the rights, powers or remedies provided for in this Lease or now or hereafter
existing at law or in equity or by statute or otherwise shall not preclude the
simultaneous or later exercise by Lessor of any or all such other rights, powers
or remedies.

23.4 Surrender of the Project.  Except as otherwise provided in this Lease,
------------------------                                       
Lessee shall, upon the expiration or termination of this Lease for any reason
whatsoever, surrender the Project to Lessor in good order, condition and repair,
except for reasonable wear and tear.

32

23.5   Acceptance of Surrender.  No surrender to Lessor of this Lease or of
-----------------------
the Project or any part thereof or of any interest therein shall be valid or
effective unless agreed to and accepted in writing by Lessor, and no act by any
representative or agent of Lessor, and no act by Lessor, other than such a
written agreement and acceptance by Lessor, together with the concurring written
consent of the Purchaser if the Bond has not been paid in full, shall constitute
an acceptance of any such surrender.

23.6   No Claims Against Lessor.  Nothing contained in this Lease shall
------------------------
constitute any consent or request by Lessor, expressed or implied, for the
performance of any labor or services or the furnishing of any materials or other
property in respect of the Project or any part thereof, nor give Lessee any
right, power or authority to contract for or permit the performance of any labor
or services or the furnishings of any materials or other property in such
fashion as would permit the making of any claim against Lessor.  Lessor shall
have the right to post and keep posted at all reasonable times on the Project
any notices which Lessor shall be required to post for the protection of Lessor
and the Project from the perfecting of any lien.

23.7   Amendments, Changes and Modification.  Except as otherwise provided
------------------------------------
provided in this Lease, subsequent to the sale of the Bond, this Lease may not
be effectively amended, changed, modified, altered or terminated without the
concurring written consent of the Purchaser.

23.8   Applicable Law. This Lease shall be governed exclusively by the
--------------
provisions hereof and by the applicable laws of the State of Tennessee.

23.9   Severability.  In the event that any clause or provision of this
------------
Lease shall be held to be invalid by any court of competent jurisdiction, the
invalidity of such clause or provision shall not affect any of the remaining
provisions hereof.

23.10  Notices and Demands.  All notices, certificates, demands, requests,
-------------------
consents, approvals and other similar instruments under the Bond Documents,
shall be in writing, and shall be deemed to have been properly given and
received if sent by United States certified or registered mail, postage prepaid,
when delivered at the address specified (a) if to Lessee addressed to Lessee, at
135 So. LaSalle Street, Suite 711, Chicago, Illinois 60603, Attention: E. Bruce
Mumford, or at such other address as Lessee from time to time may have
designated by written notice to Lessor and the Purchaser; (b) if to Lessor
addressed to Lessor at 7743 Church Street, Millington, Tennessee 38054,
Attention: Frank Ryburn, or at such other address as Lessor may have designated
from time to time by written notice to Lessee and the Purchaser; and (c) if to
Purchaser addressed to Purchaser, at 135 So. LaSalle Street, Suite 711, Chicago,
Illinois 60603, Attention: E. Bruce Mumford, or at such other address as
Purchaser may have designated, from time to time, by written notice to Lessor
and Lessee.

33

23.11  Headings and References.  The headings in this Lease are for
-----------------------
convenience of reference only and shall not define or limit the provisions
thereof.  All references in this Lease to particular Articles or Sections are
references to Articles or Sections of this Lease, unless otherwise indicated.

23.12  Successors and Assigns.  The terms and provisions of this Lease
----------------------
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.

23.13  Multiple Counterparts.  This Lease may be executed in multiple
---------------------
counterparts, each of which shall be an original but all of which together shall
constitute but one and the same instrument.

23.14  Quiet Possession.  Lessee, by keeping and performing the
----------------
covenants and agreements on its part herein contained, shall at all times during
the Term peaceably and quietly have, hold and enjoy the Project without suit,
trouble or hindrance from Lessor or its successors or assigns.

23.15  Amendments, Changes and Modifications of Bond.  Lessor covenants
---------------------------------------------
and agrees during the Term that it will not, without the prior written consent
of Lessee, enter into or consent to any amendment, change or modification of the
Bond or the Mortgage which would adversely affect Lessee's rights under this
Lease.

23.16  No Liability of Officers, Etc.  No recourse under or upon any
-----------------------------
obligation, covenant or agreement contained in this Lease shall be had against
any incorporator, employee, member, director or officer, as such, past, present
or future, of the Lessor, either directly or through the Lessor.  Any and all
personal liability of every nature, whether at common law or in equity, or by
statute or by constitution or otherwise, of any such incorporator, employee,
member, director or officer is hereby expressly waived and released by Lessee as
a condition of and consideration for the execution of this Lease.

23.17  Limitations on Recourse.  The parties hereto agree that the
-----------------------                                    
Lessee shall have no personal liability whatsoever to the Lessor or its
respective successors and assigns for any claim based on or in respect of this
Lease or arising in any way from the transactions contemplated hereby; provided,
however, that the Lessee shall be liable in its individual capacity for its own
willful misconduct or gross negligence (or negligence in the handling of funds).
It is understood and agreed that, except as provided in the preceding proviso:
(i) the Lessee shall have no personal liability under the Lease; (ii) all
obligations of the Lessee to the Lessor are solely nonrecourse obligations
except to the extent that it has received payment from others and are
enforceable solely against the Lessee's interest in the Project and the Bond;
and (iii) all such personal liability of the Lessee is expressly waived and
released as a condition of, and as consideration for, the executive and delivery
of the Lease by the Lessee.

34

23.18  Respecting the Sublease.  Certain of the covenants of the Lessee
-----------------------                                         
hereunder will be assumed by the Sublessee in the Sublease and, while the
Sublease remains in full force and effect, the obligations contained in such
covenants shall be the responsibility of the Sublessee, or if the Sublease is
terminated, then such covenants are enforceable only to the extent of the
revenues derived from the Leased Property.

23.19  No Usury.  No provision in this Lease shall require the payment
--------                                                       
or permit the collection of interest in excess of the maximum permitted by law.
If any excessive interest in such respect is hereby provided for, or shall be
adjudicated to be so provided for herein, the provisions of this paragraph shall
govern, and the undersigned shall not be obligated to pay the amount of such
interest to the extent that it is in excess of the amount permitted by law.  In
the event Lessor or the Purchaser shall collect monies hereunder or otherwise
which are deemed to constitute interest which would increase any effective
interest rate to a rate in excess of that permitted to be charged by applicable
law, all such sums deemed to constitute interest in excess of the legal rate
shall be immediately returned to the payor thereof upon such determination.

23.20  No Liability of the City of Millington or Shelby County, Tennessee.
------------------------------------------------------------------
The City of Millington and Shelby County, Tennessee shall not in any event be
liable for the performance or payment of any pledge, mortgage, obligation,
indebtedness, agreement of any kind whatsoever herein or in any agreement or
instrument mentioned herein, and none of the agreements or obligations of the
Lessor contained in this Lease or in any agreement or instrument mentioned
herein or otherwise shall be construed to constitute

35

an obligation or indebtedness of The City of Millington or Shelby County,
Tennessee within the meaning of any constitutional or statutory provision
whatsoever.

IN WITNESS WHEREOF, THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF
MILLINGTON, TENNESSEE has executed this Lease by causing its name to be hereunto
subscribed and attested by its duly authorized officers; and LEASE PLAN NORTH
AMERICA, INC. has executed this Lease by causing its name to be hereunto
subscribed by its duly authorized officer, all being done as of the day and year
first above written, but actually on the dates hereinafter indicated in the
acknowledgements.

ATTEST:                       THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF
MILLINGTON, TENNESSEE

/s/ [ILLEGIBLE]               By: /s/ Tom Seale, Jr.
-------------------------        -------------------------
Title: Secretary              Title: Chairman
-------------------           ----------------------

LEASE PLAN NORTH AMERICA, INC.

By: /s/ E. Bruce Mumford
-------------------------  
Title: Vice President
----------------------

36

STATE OF Illinois )

COUNTY OF Cook    )

Before me, the undersigned authority, a Notary Public within and for the State
and County aforesaid, personally appeared E. Bruce Mumford, with whom I am
personally acquainted (or proved to me on the basis of satisfactory evidence),
and who upon oath acknowledged himself to be the Vice President of LEASE PLAN
NORTH AMERICA, INC., the within-named bargainor, a corporation, and that he, as
such authorized signatory, executed the foregoing instrument (Lease) for the
purpose therein contained by signing the name of said corporation by the said
__________________ as such __________________.

WITNESS my hand and official seal at office in chicago, Illinois this 20th
day of December, 1995.

/s/ Mary E. Cioe
----------------------------
Notary Public
My Commission Expires:

November 15, 1999                              [SEAL]

37

STATE OF TENNESSEE)

COUNTY OF SHELBY)

Before me, the undersigned authority, a Notary Public within and for the
State and County aforesaid, personally appeared T. M. Seale, Jr., with whom I am
personally acquainted (or proved to me on the basis of satisfactory evidence),
and up upon his oath acknowledged himself to be the Chairman of THE INDUSTRIAL
DEVELOPMENT BOARD OF THE CITY OF MILLINGTON, TENNESSEE, the within-named
bargainor, a public not-for-profit corporation, and that he, as such Chairman,
executed the foregoing instrument (Lease) for the purpose therein contained by
signing the name of said corporation by the said T. M. Seale, Jr. as such
Chairman.

WITNESS my hand and official seal at office, this 19/th/ day of December,
1995.

/s/ Sheila Jordan (ILLEGIBLE)
--------------------------------
Notary Public

My Commission Expires:

My Commission Expire April __, ____
-----------------------------------

38

EXHIBIT A
LEGAL DESCRIPTION

THAT PORTION OF THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF MILLINGTON,
TENNESSEE 109 ACRE TRACT WHICH LIES TO THE EAST OF MILLINGTON INDUSTRIAL
PARKWAY, SOUTH OF OLD MILLINGTON ROAD (40'R.O.W.) SOUTHWEST OF BILLY G. HALL AND
WIFE, EZELLE F. HALL (INSTRUMENT K6 3222) AND NORTH OF U.S. HIGHWAY 51, BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A SET IRON PIN IN THE NORTHEASTERLY LINE OF MILLINGTON INDUSTRIAL
PARKWAY (88 FOOT R.O.W. AS CONSTRUCTED) 50.08 FEET NORTHWESTWARDLY FROM THE
TANGENT INTERSECTION OF THE ABOVE SAID NORTHEASTERLY LINE WITH THE NORTHWESTERLY
LINE OF U.S. HIGHWAY NO. 51 (100 FEET TO CENTERLINE); THENCE NORTH 46 DEGREES 26
MINUTES 58 SECONDS WEST ALONG THE ABOVE SAID NORTHEASTERLY LINE OF MILLINGTON
INDUSTRIAL PARKWAY 306.88 FEET TO A SET IRON PIN AT A POINT OF CURVE TO THE
RIGHT HAVING A RADIUS OF 1866.81 FEET; THENCE NORTHWESTWARDLY ALONG SAID CURVE
TO THE RIGHT (CONTINUING ALONG SAID NORTHEASTERLY LINE) AN ARC DISTANCE OF
695.18 FEET (CENTRAL ANGLE = 21 DEGREES 20 MINUTES 11 SECONDS - CHORD = NORTH 35
DEGREES 46 MINUTES 29 SECONDS WEST - 691.18 FEET) TO A SET IRON PIN; THENCE
NORTH 25 DEGREES 12 MINUTES 56 SECONDS WEST (CONTINUING ALONG SAID NORTHEASTERLY
LINE) 62.53 FEET TO A SET IRON PIN AT A POINT OF CURVE TO THE RIGHT HAVING A
RADIUS OF 50.00 FEET; THENCE NORTHEASTWARDLY ALONG SAID CURVE TO THE RIGHT AN
ARC DISTANCE OF 76.28 FEET (CENTRAL ANGLE - 87 DEGREES 24 MINUTES 21 SECONDS -
CHORD = NORTH 18 DEGREES 29 MINUTES 14 SECONDS EAST - 69.09 FEET) TO A SET IRON
PIN IN THE SOUTHERLY LINE OF OLD MILLINGTON ROAD (20 FEET TO CENTERLINE); THENCE
NORTH 62 DEGREES 11 MINUTES 25 SECONDS EAST ALONG THE SAID SOUTHERLY LINE OF OLD
MILLINGTON ROAD 921.31 FEET TO A SET IRON PIN AT A POINT OF CURVE TO THE LEFT
HAVING A RADIUS OF 2735.77 FEET; THENCE NORTHEASTWARDLY ALONG SAID CURVE TO THE
LEFT (CONTINUING ALONG SAID SOUTHERLY LINE) AN ARC DISTANCE OF 201.38 FEET
(CENTRAL ANGLE = 4 DEGREES 13 MINUTES 03 SECONDS - CHORD = NORTH 60 DEGREES 04
MINUTES 53 SECONDS EAST - 201.33 FEET) TO A SET IRON PIN; THENCE NORTH 57
DEGREES 58 MINUTES 21 SECONDS EAST (CONTINUING ALONG SAID SOUTHERLY LINE) 440.15
FEET TO A SET IRON PIN AT A POINT OF CURVE TO THE RIGHT HAVING A RADIUS OF
2866.87 FEET; THENCE NORTHEASTWARDLY ALONG SAID CURVE TO THE RIGHT (CONTINUING
ALONG SAID SOUTHERLY LINE) AN ARC DISTANCE OF 103.00 FEET (CENTRAL ANGLE = 02
DEGREES 03 MINUTES 31 SECONDS - CHORD = NORTH 59 DEGREES 00 MINUTES 06 SECONDS
EAST - 102.99 FEET) TO A SET IRON PIN IN THE SOUTH LINE OF THE BILLY K. HALL AND
WIFE, EZELLE F. HALL PROPERTY RECORDED IN INSTRUMENT NUMBER K6-3222 (S.C.R.O.);
THENCE SOUTH 80 DEGREES 50 MINUTES 30 SECONDS EAST ALONG THE SOUTHERLY LINE OF
SAID HALL PROPERTY 765.05 FEET TO A SET IRON PIN IN THE SAID NORTHWESTERLY LINE
OF U.S. HIGHWAY NO. 51; THENCE SOUTH 43 DEGREES 27 MINUTES 30 SECONDS WEST ALONG
SAID NORTHWESTERLY LINE 2186.87 FEET TO A SET IRON PIN AT A POINT OF CURVE TO
THE RIGHT HAVING A RADIUS OF 50.00 FEET; THENCE SOUTHWESTWARDLY-WESTWARDLY AND
NORTHWESTWARDLY ALONG SAID CURVE TO THE RIGHT AN ARC DISTANCE OF 78.62 FEET
(CENTRAL ANGLE = 90 DEGREES 05 MINUTES 32 SECONDS - CHORD - SOUTH 88 DEGREES 30
MINUTES 16 SECONDS WEST - 70.77 FEET) TO THE POINT OF BEGINNING.

SCHEDULE B
----------

Encumbrances
------------

Easement at Book 2725, Page 58 in said Register's Office.

Easement at Book 3474, Page 65 in the Register's Office of Shelby County,
Tennessee.

Easement at Instrument No. V6 5631 in said Register's Office.

Easement at Instrument No. AX 8110 in said Register's Office.

Restrictions contained in Special Warranty Deed at Instrument No. AU 5950
in said Register's Office.

Restrictions contained in Special Warranty Deed at Instrument No. AW 4802
in said Register's Office.

Easements, setbacks and restrictions at Plat Book 121, Page 12 in said
Register's Office.

Easements, setbacks and restrictions at Plat Book 138, Page 41 in said
Register's Office.

B-1

EXHIBIT 10.105

AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY FOR

THE LUCENT BUILDING

PURCHASE AND SALE AGREEMENT

FOR

200 LUCENT LANE

CARY, NORTH CAROLINA

LUCENT TECHNOLOGIES INC.

SELLER

TO

WELLS OPERATING PARTNERSHIP, L.P.

BUYER

DATE: as of September __, 2001

* * * *

The mailing, delivery or negotiation of this Agreement by Seller or its
agent or attorney shall not be deemed an offer by Seller to enter into any
transaction or to enter into any other relationship, whether on the terms
contained herein or on any other terms. This Agreement shall not be binding upon
Seller, nor shall Seller have any obligations or liabilities or Buyer any rights
with respect thereto, or with respect to the Property, unless and until Seller
has executed and delivered this Agreement. Until such execution and delivery of
this Agreement, Seller may terminate all negotiation and discussion of the
subject matter hereof, without cause and for any reason, without recourse or
liability.

* * * *

TABLE OF CONTENTS

Page
----

ARTICLE 1.  DEFINITIONS...................................................................................................    1
-----------

ARTICLE 2.  TERMS OF SALE.................................................................................................    6
-------------
Section 2.1.  Purchase Price.........................................................................................    6
--------------
Section 2.2.  Down Payment...........................................................................................    6
------------
Section 2.3.  Payment of Purchase Price..............................................................................    7
-------------------------
Section 2.4.  Buyer's Right to Terminate.............................................................................    7
--------------------------

ARTICLE 3.  CLOSING.......................................................................................................

8
-------
Section 3.1.  Closing................................................................................................    8
-------
Section 3.2.  Seller's Closing Obligations...........................................................................    8
----------------------------
Section 3.3.  Buyer's Closing Obligations............................................................................    9
---------------------------

ARTICLE 4.  TITLE.........................................................................................................    9
-----
Section 4.1.  Title Commitment.......................................................................................    9
----------------
Section 4.2.  Seller's Right to Extend Closing.......................................................................   10
--------------------------------
Section 4.3.  Limitation on Seller's Title Obligations...............................................................   10
----------------------------------------
Section 4.4.  Buyer's Right to Accept Title..........................................................................   10
-----------------------------
Section 4.5.  Seller's Failure to Perform............................................................................   10
---------------------------

ARTICLE 5.  SELLER'S RIGHT TO REMOVE FF&E.................................................................................   11
-----------------------------
Section 5.1.  Seller's Right to Remove FF&E..........................................................................   11
-----------------------------
Section 5.2.  Sale to Buyer of Remaining FF&E........................................................................   12
-------------------------------
Section 5.3.  Modular Office Furniture...............................................................................   12
------------------------

ARTICLE 6.  BUYER'S RIGHTS OF ACCESS AND INFORMATION......................................................................   13
----------------------------------------
Section 6.1.  Buyer's Access Prior to Closing........................................................................   13
-------------------------------
Section 6.2.  Buyer's Access to Plans and Due Diligence Material.....................................................   14
--------------------------------------------------
Section 6.3.  Buyer's Indemnity......................................................................................   15
-----------------

(i)

Page
----

Section 6.4.  Buyer's Insurance..................................................................................   15
-----------------
Section 6.6.  Environmental Reports..............................................................................   15
---------------------
Section 6.7.  Environmental Inspection...........................................................................   16
------------------------
Section 6.8.  Survival...........................................................................................   17
--------

ARTICLE 7.  REPRESENTATIONS AND WARRANTIES............................................................................   17
------------------------------
Section 7.1.  Seller's Representations...........................................................................   17
------------------------
Section 7.2.  Property to be Sold "As Is"........................................................................   21
---------------------------
Section 7.3.  Buyer's Representations............................................................................   22
-----------------------
Section 7.4.  Survival of Representations and Warranties and No Third Party Beneficiaries........................   22
---------------------------------------------------------------------------

ARTICLE 8.  ADJUSTMENTS AND EXPENSES..................................................................................   23
------------------------
Section 8.1.  Seller's Expenses..................................................................................   23
-----------------
Section 8.5.  Tax Adjustment.....................................................................................   24
--------------

ARTICLE 9.  FIRE AND OTHER CASUALTY...................................................................................   25
-----------------------
Section 9.1.  Seller's Obligation to Insure......................................................................   25
-----------------------------
Section 9.2.  Buyer's Elections Upon Casualty....................................................................   25
-------------------------------
Section 9.3.  Buyer's Election to Repair.........................................................................   26
--------------------------
Section 9.4.  Purchase Price Unaffected..........................................................................   26
-------------------------

ARTICLE 10.  CONDEMNATION.............................................................................................   26
------------
Section 10.1.  Taking of Less than Substantial Part..............................................................   26
------------------------------------
Section 10.2.  Taking of Substantial Part........................................................................   27
--------------------------

ARTICLE 11.  BROKERS..................................................................................................   27
-------
Section 11.1.  Brokers...........................................................................................   27
-------

ARTICLE 12.  CONFIDENTIALITY AND USE OF NAME..........................................................................   28
-------------------------------
Section 12.1.  Confidentiality...................................................................................   28
---------------
Section 12.2.  Use of Lucent Name................................................................................   28
------------------

(ii)

Page
----

Section 12.3.  Press Release.....................................................................................   29
-------------
Section 12.4.  Survival of Seller's and Buyer's Obligations......................................................   29
--------------------------------------------

ARTICLE 13.  ATTORNEYS' FEES..........................................................................................   29
---------------
Section 13.1.  Attorneys' Fees...................................................................................   29
---------------

ARTICLE 14.  RECORDATION AND ASSIGNMENT...............................................................................   29
--------------------------
Section 14.1.  Recordation and Assignment........................................................................   29
--------------------------

ARTICLE 15.  MERGER OF CONTRACT.......................................................................................   30
------------------
Section 15.1.  Merger............................................................................................   30
------

ARTICLE 16.  APPLICABLE LAW...........................................................................................   30
--------------
Section 16.1.  Applicable Law....................................................................................   30
--------------

ARTICLE 17.  [Intentionally Deleted]..................................................................................   30

ARTICLE 18.  EXCHANGE OF PROPERTIES...................................................................................   31
----------------------
Section 18.1.  Exchange of Properties............................................................................   31
----------------------

ARTICLE 19.  MISCELLANEOUS............................................................................................   32
-------------
Section 19.1.  Entire Agreement..................................................................................   32
----------------
Section 19.2.  All Amendments in Writing.........................................................................   32
-------------------------
Section 19.4.  Counterparts......................................................................................   32
------------
Section 19.5.  Origination Of Document...........................................................................   32
-----------------------
Section 20.1.  Notices...........................................................................................   33
-------
EXHIBIT A  The Land...................................................................................................   A-1

EXHIBIT B  Escrow Agreement...........................................................................................   B-1

EXHIBIT C  Permitted Exceptions.......................................................................................   C-1

EXHIBIT D  Certificate of Nonforeign Transfer.........................................................................   D-1

EXHIBIT E  Bill of Sale...............................................................................................   E-1

EXHIBIT F  Violations.................................................................................................   F-1

EXHIBIT G  Environmental Reports......................................................................................   G-1

(iii)

Page
----

EXHIBIT H  Assignment Agreement.......................................................................................   H-1

EXHIBIT I  Lucent Lease...............................................................................................   I-1

EXHIBIT J  Seller's Affirmation of Representations and Warranties.....................................................   J-1

EXHIBIT K  Contracts..................................................................................................   K-1

EXHIBIT L  Buyer's Affirmation of Representations and Warranties......................................................   L-1

EXHIBIT M  Declarant Estoppel.........................................................................................   M-1

EXHIBIT N  Waiver of Right of First Purchase and Approval of Recombination Plat.......................................   N-1

EXHIBIT O  Modular Office Furniture...................................................................................   O-1

(iv)

PURCHASE AND SALE AGREEMENT
---------------------------

This Purchase and Sale Agreement (the "Agreement") is dated as of
September _____, 2001, by and between LUCENT TECHNOLOGIES INC., a Delaware
corporation, having its principal office at 600 Mountain Avenue, Murray Hill,
New Jersey 07962 ("Seller"), and WELLS OPERATING PARTNERSHIP, L.P., a Delaware
limited partnership, having an office at 6200 The Corners Parkway, Suite 250,
Atlanta, Georgia 30082 ("Buyer").

WITNESSETH:
---------- 

WHEREAS, Seller owns and desires to sell to Buyer (a) the real
property and improvements commonly known as 200 Lucent Lane located on an
existing subdivided parcel designated Lot 1-B-I on plat of survey entitled
"Subdivision Map:  LUCENT TECHNOLOGIES Lot 1-B Triangle Medical & Surgical
Associates, LLC dated 02-23-99 prepared by Sullivan Surveying (the "Plat")
recorded in Book of Maps 1999, Page 1059, Wake County, North Carolina Registry
(the "Building Parcel") and (b) the real property comprising an existing
subdivided parcel adjacent to the Building Parcel shown as Lot 1-B-II on the
Plat (the "Development Parcel"), and Buyer desires to purchase such property
from Seller, upon the terms and conditions herein contained.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1.  DEFINITIONS
-----------

(a)  As used in this Agreement, the following terms shall have the
meanings set forth below when capitalized:

(i)  "Agreement" shall mean this Purchase and Sale Agreement.
---------                                              

(ii) "Building" shall mean all buildings and improvements situated on
--------                                                    
the Building Parcel.

-1-

(iii)  "Building Fixtures" shall mean the heating, air conditioning,
-----------------                                           
compressed air, steam, ventilation, plumbing, substations and electrical wiring
systems, racking, elevators and all other systems and equipment located on the
Property, including spare parts and tools specifically designed and used
exclusively for the maintenance or operation of such systems and equipment.

(iv)   "Business Day" shall mean any day other than a Saturday,
------------ 
Sunday, or legal holiday in the State of North Carolina.

(v)    "Buyer's Broker" shall mean jointly Adevco Realty and First
--------------                                            
Fidelity Investments Corporation.

(vi)   "Buyer's Intended Use" shall mean any use permitted under
--------------------                                    
zoning ordinances applicable to Regency Park, Cary, North Carolina and
consistent with the use of the Property as a first class commercial or corporate
park.

(vii)  "Closing Date" shall mean September 26, 2001.
------------                                

(viii) "Date of this Agreement" shall be the date of execution by the
----------------------                                   
last to sign of the parties to this Agreement.

(ix)   "Days" shall mean calendar days unless otherwise expressly set
----                                                         
forth.

(x)    "Down Payment" shall mean the Initial Down Payment and the
------------                                             
Subsequent Down Payment, which shall be an official bank  check payable to
Escrow Agent or a wire transfer of immediately available federal funds to Escrow
Agent.  The Down Payment shall be held by Escrow Agent in an interest bearing
account.  All interest on the Down Payment shall accrue to the benefit of Buyer
and shall be credited to the Purchase Price if title closes.  If the Down
Payment is forfeited, Seller retains the interest.

(xi)   "Due Diligence Period" shall mean the period of Buyer's
--------------------                                  
inspection of the Property ending September 18, 2001, at 6:00 p.m. Eastern
Standard Time.

(xii)  "Escrow Agent" shall mean the authorized agent of the Title
------------                                              
Company in Raleigh, North Carolina.

(xiii) "FF&E" shall mean all moveable, non-attached furniture
----                                                 
[excluding the Modular Office Furniture (as hereinafter defined)], furnishings,
fixtures (excluding Building Fixtures), 

-2-

fittings, trade fixtures, equipment, machinery, apparatus, appliances and other
articles of personal property owned by Seller and located at the Building as of
the Date of this Agreement and used in connection with the operation,
maintenance and management of the Building. FF&E expressly does not include
moveable, non-attached personal property of Seller used in connection with its
business such as personal computers, room partitions, bookcases, photocopiers,
telecommunications equipment, microwaves, refrigerators, televisions and
monitors, portable heating or air conditioning equipment, and office supplies
and furniture other than the Modular Office Furniture.

(xiv)  "Hazardous Substances" shall mean those substances identified
--------------------                                        
as "regulated substances", "toxic substances", "toxic wastes", "hazardous
substances", or "hazardous wastes", including petroleum and petroleum products,
under the Resource Conservation and Recovery Act or the Comprehensive
Environmental Response, Compensation, and Liability Act, or any applicable
state, county or local law or regulation.

(xv)   "Indemnify" shall mean to defend, indemnify and save harmless
---------                                                   
against all claims, liabilities, losses, damages, costs and expenses (including
reasonable attorney's fees, expert witness fees and other costs of defense).

(xvi)  "Initial Down Payment" shall mean Two Hundred Fifty Thousand
--------------------                                       
and No/100 Dollars ($250,000.00) to be paid to Escrow Agent.

(xvii)  "Intangible Property" shall mean the following intangible
-------------------                                     
property owned by Seller and now or hereafter located upon the Land and relating
to or used in connection with the Property: (i) the name of the Building, (ii)
logos associated with the Building, (iii) warranties and guaranties relating
solely to the Building and Building Fixtures, (iv) certificates of occupancy (or
the local equivalents), permits, licenses, approvals and authorizations related
solely to the Property, and (v) all plans and specifications relating to the
development of the Property including, without limitation, the plans and
specifications for the Building.  Notwithstanding the foregoing, Intangible
Property does not include any intangible property related to Seller's 

-3-

products, services or business or any tradename, trademark, servicemark or logo
not specifically and solely related to the Building or the Property.

(xviii)  "Land" shall mean, collectively, the Building Parcel and the
----                                                       
Development Parcel as more particularly described on Exhibit A attached hereto.

(xix)    "Listing Broker" shall mean CB Richard Ellis, Inc.
--------------                                   

(xx)     "Lucent and Affiliates" shall mean Lucent Technologies Inc. 
---------------------  
and any company directly or indirectly controlled by it, and each current or
former officer, director and employee of any of the foregoing.

(xxi)    "Lucent Lease" shall mean the triple net lease of the 
------------
Building Parcel to be entered into on the Closing Date by Buyer as landlord and
Seller as Tenant.

(xxii)   "Maximum Amount" shall mean one-half of one percent (0.5%) 
--------------  
of the Purchase Price.

(xxiii)  "Permitted Exceptions" shall mean the matters specified on
--------------------                                     
Exhibit C attached hereto.

(xxiv)   "Property" shall mean the Land; the Building; the Building
--------                                                 
Fixtures; the Intangible Property; all right, title and interest of Seller, if
any, in and to the land lying in the bed of any street or highway in front of or
adjoining the Land and to any unpaid award for any taking by condemnation, or
any damage to the Land by reason of a change of grade of any street or highway;
and the appurtenances and all the estate and rights of Seller in and to the Land
and Building.

(xxv)    "Seller's Broker" shall mean CB Richard Ellis, Inc.
---------------                                   

(xxvi)   "Seller's Knowledge" shall mean the actual knowledge of 
------------------   
Michael Charles, Seller's manager responsible for the sale of the Property, and
Wade Murphy, Seller's employee responsible for the management and operation of
the Property, and, with respect to environmental matters only, Niki Farbotko,
Seller's regional environmental engineer for the Property.

-4-

(xxvii)  "Subsequent Down Payment" shall mean Two Hundred Fifty
-----------------------                              
Thousand and No/100 Dollars ($250,000.00) to be paid to Escrow Agent.

(xxviii) "Substantial Part" shall mean a part of the Property without
----------------                                           
which, in the reasonable opinion of Buyer, the remainder of the Property will
not be suitable for Buyer's intended use.

(xxix)   "Survey" shall mean an ALTA "as built" survey to be obtained
------
by Seller for Buyer, at Seller's expense.

(xxx)    "Taking" shall mean any taking by condemnation or eminent
------
domain (or a deed in lieu thereof) of all or a portion of the Property.

(xxxi)   "Title Company" shall mean Fidelity National Title Insurance
-------------
Company of New York.

(xxxii)  "Title Report" shall mean Binder No. 01R167839-S0 effective
------------
August 2, 2001, issued by the Title Company or its authorized agent for an
Owner's ALTA Title Insurance Policy for the Property.

(b)      In addition, the following terms, wherever used in this
Agreement, shall have the meanings set forth in the following Sections:

Term                          Section
----                          -------
Casualty                        9.2   
Closing                         3.1   
Environmental Reports           6.6   
Information                    12.1   
Intermediary                   18.1(d)   
Lucent Lease Default            5.3   
Modular Office Furniture        5.1   
Notices                        20.1   
Offer                           2.5   
Property Records                6.2   

-5-

Purchase Price                  2.1   
Repair                          9.2   
Violations                      7.1(d)(i)  

ARTICLE 2.  TERMS OF SALE
-------------
Section 2.1.  Purchase Price.
-------------- 

Subject to the terms and conditions hereof, Seller hereby agrees to sell to
Buyer, and Buyer hereby agrees to purchase from Seller, the Property for
Seventeen Million Six Hundred Fifty Thousand and No/100 Dollars ($17,650,000.00)
(the "Purchase Price").

Section 2.2.  Down Payment.
------------ 

Within two (2) Business Days after Buyer's receipt of a counterpart of this
Agreement as executed by Seller, Buyer shall pay the Initial Down Payment to
Escrow Agent and deliver to Seller the Escrow Agreement as executed by Buyer and
Escrow Agent, time being of the essence, failing which Seller may terminate this
Agreement upon written notice to Buyer. Unless this Agreement is terminated in
accordance with Section 2.4, Buyer shall pay the Subsequent Down Payment to
Escrow Agent on the date of or prior to the expiration of the Due Diligence
Period, time being of the essence. These payments shall be credited against the
Purchase Price specified in Section 2.1 or disbursed as provided in this
Agreement. In the event Buyer defaults in the performance of its obligations
under this Agreement, Seller shall be entitled to the full amount of any Down
Payment paid to Escrow Agent, plus any interest earned thereon, as liquidated
damages. Buyer and Seller expressly acknowledge that such liquidated damages are
reasonable and appropriate in the case of Buyer's default, since it would be
impracticable or extremely difficult to determine the exact amount of Seller's
damages. Upon receipt by Seller of the Down Payment, plus any such interest,
Seller expressly waives all other remedies against Buyer, including the right to
sue for specific performance, and all parties shall thereupon be released from
this Agreement. Nothing in this Section 2.2 shall limit or affect any rights to

-6-

indemnification which Seller may have against Buyer under any of the provisions
of this Agreement. Buyer and Seller shall execute on the date of their
respective executions of this Agreement the Escrow Agreement in the form
attached hereto as Exhibit B and made part hereof by this reference.

Section 2.3.  Payment of Purchase Price.
------------------------- 

The Purchase Price, minus the Down Payment and interest earned thereon
specified in Section 2.2, plus or minus prorations and adjustments, shall be
paid to Seller at the Closing by the wire transfer of federal funds to a bank
account to be designated by Seller in writing at or prior to the Closing or if
no such designation is given, by certified check of Buyer, or bank cashier's
check, payable directly to Seller to be delivered at Closing.

Section 2.4.  Buyer's Right to Terminate.
-------------------------- 

During the Due Diligence Period, Buyer shall seek to satisfy itself as to
the physical and environmental condition of the Property and its suitability for
Buyer's Intended Use, as determined by Buyer in its sole discretion. If Buyer is
satisfied with its investigation of the Property, Buyer shall advise Seller in
writing prior to the end of the Due Diligence Period that the condition of the
Property is satisfactory and shall simultaneously forward the Subsequent Down
Payment to Escrow Agent on the date of or prior to the expiration of the Due
Diligence Period, time being of the essence. If Buyer does not give the notice
and pay the Subsequent Down Payment on the date of or prior to the expiration of
the Due Diligence Period, this Agreement shall be automatically terminated
without further obligation of any party hereto and Escrow Agent shall
immediately return to Buyer, with any interest earned thereon, any portion of
the Down Payment held by Escrow Agent. Within ten (10) Business Days after
termination of this Agreement pursuant to this section, Buyer shall, without
cost to Seller, deliver to Seller (without representation as to accuracy or
completeness) copies of any engineering data, surveys, title work, environmental
or soil reports, zoning or land use documents, and other third party studies or
reports in Buyer's possession relating to the Property, but excluding any
information or materials relating to market or investment analysis.

-7-

ARTICLE 3.  CLOSING
-------
Section 3.1.  Closing.
------- 

Consummation of the purchase and sale contemplated by this Agreement (the
"Closing") shall take place on the Closing Date at 10:00 a.m. at the office of
Seller's counsel, Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.,
2500 First Union Capitol Center, Raleigh, North Carolina 27601, or at such other
place as Seller and Buyer may mutually agree in writing. TIME IS OF THE ESSENCE
with respect to the Closing Date. At Buyer's option, Seller agrees to cooperate
with Buyer to effect an escrow closing through delivery of documents, in
advance, to the Title Company, thereby obviating the need for representatives of
Seller and Buyer to actually attend the Closing.

Section 3.2.  Seller's Closing Obligations.
---------------------------- 

At the Closing, and as a condition to the payment of the Purchase
Price, Seller shall deliver or cause to be delivered the following:

(a) a special warranty deed in the customary and proper form for recording,
duly executed and acknowledged, so as to convey the real estate portion of the
Property (including Building Fixtures) to Buyer, subject only to the Permitted
Exceptions;

(b) such affidavits of title and other customary documents and
instruments as the Title Company may reasonably require in accordance with
customary practice with respect to mechanic's liens and parties in possession
affecting the Property, other than Seller under the Lucent Lease, and a duly
executed affidavit that Seller is not a "foreign corporation" as defined in the
Internal Revenue Code in the form attached hereto as Exhibit D;

(c) a bill of sale transferring such FF&E as may remain on the Property to
Buyer in the form attached hereto as Exhibit E;

(d) the Lucent Lease substantially in the form of Exhibit I, duly executed
by Seller;

(e) Seller's affirmation of representations and warranties, as referred to
in Section 7.4, in the form attached hereto as Exhibit J;

-8-

(f)  the Declarant Estoppel in the form attached hereto as Exhibit M;

(g)  the Waiver of Right of First Purchase and Approval of Recombination
Plat in the form attached hereto as Exhibit N; and

(h)  any other documents reasonably necessary for the consummation of the
transaction contemplated by this Agreement.

Section 3.3.  Buyer's Closing Obligations.
--------------------------- 

At the Closing, as a condition to the delivery of the deed and the other
documents to be delivered by Seller hereunder, Buyer shall deliver or cause to
be delivered to Seller the following:

(a)  the balance of the Purchase Price as set forth in Section 2.3;

(b)  Buyer's affirmation of representations and warranties, as referred to
in Section 7.4, in the form attached hereto as Exhibit L;

(c)  the Lucent Lease substantially in the form of Exhibit I, duly executed
by Buyer; and

(d)  any other documents reasonably necessary for the consummation of the
transaction contemplated by this Agreement.

ARTICLE 4.  TITLE
-----
Section 4.1.  Title Commitment.
---------------- 

Seller has furnished to Buyer the Title Report. Within ten (10) Business
Days after receipt of the Title Report, Buyer shall advise Seller in writing if
any matter disclosed by the Title Report renders title unmarketable or impairs
or restricts the use and occupancy of the Property for Buyer's Intended Use;
provided, however, the Permitted Exceptions shall not be deemed to impair or
restrict the Buyer's Intended Use of the Property. Buyer shall have an
additional ten (10) Business Days after receipt of the Survey to advise Seller
if any matter disclosed on the Survey, and not contained in the Title Report,
renders title unmarketable or

-9-

impairs or restricts the use and occupancy of the Property for Buyer's Intended
Use. Buyer's failure to give such notices shall constitute an irrevocable waiver
of all such matters disclosed by the Title Report and the Survey and any
exceptions not objected to shall be deemed to be Permitted Exceptions; provided,
however, the foregoing shall not bar the right of Buyer to object to any matters
of title or survey that appear after the effective date of the Title Report or
the date of the Survey.

Section 4.2.  Seller's Right to Extend Closing.
-------------------------------- 

In the event of any objection by Buyer under Section 4.1, Seller shall, at
its option, be entitled to an adjournment of the Closing, if necessary, for a
period not to exceed thirty (30) Days to enable Seller to attempt to remove any
claimed defect, lien, encumbrance or objection.

Section 4.3.  Limitation on Seller's Title Obligations.
---------------------------------------- 

Seller shall not be required or obligated to (i) commence any litigation or
(ii) to incur any costs or expenses in excess of the Maximum Amount to cure or
remove any defect, lien, encumbrance or objection, except that Seller shall be
obligated to cure, remove or provide for the satisfaction of any defect, lien,
encumbrance or objection which arises from Seller's actions after the Date of
this Agreement and Seller shall be obligated to cure, remove or provide for the
satisfaction of any contractual liens such as mortgages or deeds of trust,
mechanic's and materialmen's liens, and judgment liens and tax liens.

Section 4.4.  Buyer's Right to Accept Title.
----------------------------- 

If Seller advises Buyer that Seller is unable to remove any defect, lien,
encumbrance or objection (other than matters Seller is obligated to cure
pursuant to Section 4.3), Buyer may nevertheless elect to accept such title as
Seller may be able to convey, and Buyer shall not be entitled to any abatement,
reduction of or any credit or allowance against the Purchase Price by reason
thereof, and Seller shall have no further liability with respect thereof.

Section 4.5.  Seller's Failure to Perform.
--------------------------- 

If Seller fails to convey the Property to Buyer in accordance with the
terms, conditions and provisions herein contained and such failure is not
excused by Buyer's failure to perform its 

-10-

obligations under this Agreement, Buyer shall have the right as its sole and
exclusive alternate remedies (i) to terminate this Agreement and receive a
refund of the entire Down Payment with interest and to receive from Seller an
amount equal to the actual documented and reasonable out-of-pocket expenses of
third parties incurred by Buyer in connection with its investigation of the
Property and the preparation and negotiation of this Agreement, the Lucent Lease
and any closing documents, such as attorneys' fees, appraisal fees, inspection
fees, and environmental consultant fees, not to exceed $100,000.00, Lucent
having no liability to Buyer for any costs attributable to Buyer's officers or
employees such as home office overhead or their costs and expenses in connection
with investigation of the Property and the preparation and negotiation of this
Agreement; or (ii) to institute an action for specific performance, and in a
successful action therefor to recover its reasonable attorneys' fees and costs
incurred directly in connection with such action, or (iii) in the event that an
action for specific performance is not available to Buyer due to the willful act
of Seller (for example, the conveyance of title to the Property or the
conveyance of an interest in the Property in violation of the terms of this
Agreement which is not removed by Seller at Closing and which materially,
adversely affects the Property), and only in such event, Buyer may pursue all
rights and remedies against Seller for such default by Seller; provided,
however, in no event shall Buyer be entitled to seek, claim or recover any
consequential or punitive damages from Seller.

ARTICLE 5.  SELLER'S RIGHT TO REMOVE FF&E
-----------------------------

Section 5.1.  Seller's Right to Remove FF&E.
----------------------------- 

Seller, at its election, may either remove from the Property, or leave on
the Property, on or prior to the Closing Date, all FF&E on the Property as of
the Date of this Agreement except the modular office furniture attached to the
floors and ceilings of the Building and associated chairs and more particularly
described on Exhibit O attached hereto (the "Modular Office Furniture"), which
must remain in the Building. Seller may remove, at its option, any FF&E 

-11-

placed on the Property after the Date of this Agreement except any additions to
or replacements of the Modular Office Furniture. Seller shall use reasonable
care in removing any FF&E and shall repair any damage or destruction done to the
Property by such removal, but shall otherwise have no obligation in connection
with such removal.

Section 5.2.  Sale to Buyer of Remaining FF&E.
------------------------------- 

All FF&E remaining on the Property on the Closing Date but excluding
Seller's trade fixtures such as movable, non-attached personal property of
Seller used in connection with its business such as personal computers, room
partitions, bookcases, photocopiers, telecommunications equipment, microwaves,
refrigerators, televisions and monitors, portable heating or air conditioning
equipment, and office supplies and furniture other than the Modular Office
Furniture, is included in the Purchase Price. THE FF&E SOLD UNDER THIS AGREEMENT
IS SOLD AS USED OR SURPLUS MATERIAL AND IS SOLD "AS IS, WHERE IS" WITH ALL
FAULTS, LATENT AND PATENT. SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
WARRANTY AGAINST PATENT, TRADEMARK, OR COPYRIGHT INFRINGEMENT.

Section 5.3.  Modular Office Furniture.
------------------------ 

Notwithstanding anything in this Agreement to the contrary, Buyer agrees
that the Modular Office Furniture in the Building on the Closing Date shall
remain the personal property of Seller and Seller shall be entitled to all
benefits of ownership, including the right to depreciate its investment in such
personal property. If Seller does not renew the Lucent Lease at the end of the
base term or any renewal term or upon the default (beyond any applicable grace
or cure period) of Seller as tenant under the Lucent Lease (a "Lucent Lease
Default"), title to the Modular Office Furniture shall automatically pass to
Buyer free and clear of any lien or security interest; provided, however, Buyer
agrees that, in the event of a Lucent Lease Default, Buyer 

-12-

shall not remove the Modular Office Furniture from the Building or deny Seller
the right to use the Modular Office Furniture unless and until one of the
following has occurred: (i) Seller's right to possession to the Building has
been terminated pursuant to entry of an order of ejectment entered in Wake
County, North Carolina after a Lucent Lease Default, or (ii) Seller has vacated
the Building following a Lucent Lease Default, or (iii) Seller has otherwise
been adjudicated to be in default under the Lucent Lease by a court of competent
jurisdiction.

If Buyer is entitled to the Modular Office Furniture as described above, at
Buyer's request, Seller shall execute and deliver to Buyer a bill of sale for
the Modular Office Furniture and shall, as necessary, cause any such lien or
security interest to be released.  Seller shall not grant any lien or security
interest with respect to the Modular Office Furniture.  The Modular Office
Furniture shall be subject to ordinary wear and tear, and Seller shall not be
obligated to replace any of the Modular Office Furniture due to ordinary wear
and tear.

ARTICLE 6.  BUYER'S RIGHTS OF ACCESS AND INFORMATION
---------------------------------------

Section 6.1.  Buyer's Access Prior to Closing.
------------------------------- 

Subject to Seller's reasonable requirements for security and the protection
of its confidential information, Buyer and its representatives, lenders,
consultants and contractors shall be permitted access to the Property upon prior
telephonic and email notice to Wade Murphy at (336) 279-3052 and
wademurphy@lucent.com with additional telephonic and email notice to George Hill
---------------------                                                           
at (919) 463-4150 and gshill@lucent.com during normal business hours or at other
-----------------                                         
mutually convenient times prior to Closing in order to inspect the same, prepare
a survey, take measurements and conduct tests, provided Seller gives its prior
written approval of any tests involving coring or drilling into the Building or
parking areas, sidewalks, or plazas, which approval Seller shall not
unreasonably withhold, condition or delay.  During such access, the foregoing
personnel shall not cause any interference with the operation of Seller  or
damage to 

-13-

the Property which will not be repaired by Buyer pursuant to Section 6.7 below.
If such access to the Property requires entry into the Building then used by
Seller, Seller may require that persons having access be accompanied by
representatives of Seller while inside the Building.

Section 6.2.  Buyer's Access to Plans and Due Diligence Material.
-------------------------------------------------- 

Prior to the Date of this Agreement, Seller has delivered to Buyer
offering materials about the Property, an existing environmental site assessment
of the Property, a previously approved site plan, existing surveys of the
Property, and the existing owner's title insurance policy and copies of the
title exceptions noted therein (the "Due  Diligence Material").  Seller has also
delivered to Buyer a proposed recombination plat of the Property to be recorded
before the Closing Date changing the location of the property line between the
Development Parcel and the Building Parcel.  To the extent not previously
furnished with the Due Diligence Material, Seller, at its option, shall deliver
to Buyer or permit Buyer to make, at Buyer's expense, photocopies or other
reproductions of plans and specifications, for the Building and Building systems
(including any "as built" drawings), maintenance records, licenses, permits,
reports, certificates and such other items relating to the construction and
operation of the Property, if any, as may be in the possession of Seller at the
Property or readily available to Seller  ("Property Records") and be reasonably
reproducible by mechanical means.  To the extent the Property Records are not
reasonably reproducible by mechanical means, Seller shall make nonreproducible
items available for inspection by Buyer or Buyer's employees, representatives or
consultants at Seller's office at the Property or such other location that
Seller shall reasonably designate.  Seller makes no representation and assumes
no liability for the accuracy, availability or completeness of the Due Diligence
Material or the Property Records and Buyer assumes all risk in connection with
the use thereof, and, with the exception of alterations of the Due Diligence
Material or the Property Records by Seller or the knowing and intentional
withholding of information or documents respecting the accuracy, availability or
completeness of the Due Diligence Material or the Property Records or in the
event of any fraudulent use of the Due Diligence Material or the 

-14-

Property Records by Seller in connection with the purchase and sale contemplated
by this Agreement, releases Lucent and Affiliates from any liability in
connection with the use of the Due Diligence Material and the Property Records
by Buyer or by any other person. If for any reason not attributable to Seller
the Closing does not occur, Buyer shall promptly return to Seller any
photocopies or reproductions of the Due Diligence Material or the Property
Records Buyer has obtained without retaining any copies thereof. The provisions
of this Section 6.2 shall expressly survive for a period of two (2) years after
the Closing or any cancellation or termination of this Agreement.

Section 6.3.  Buyer's Indemnity.
----------------- 

The rights granted under this Article 6 shall be at Buyer's sole risk.
Buyer shall Indemnify Lucent and Affiliates against injury, including death, to
any person, or damage or loss of any kind to property, including the Property
and other property of Seller, that may occur as a result of Buyer's exercise of
any of the rights granted under this Article 6.

Section 6.4.  Buyer's Insurance.
----------------- 

Buyer shall keep in force public liability insurance in good and solvent
insurance companies in limits of at least $1,000,000/$5,000,000 for bodily
injury and $1,000,000 for property damage, covering its liability hereunder.
Lucent and Affiliates shall be named as additional insureds under such insurance
and certificates of such insurance shall be delivered to Seller prior to such
entry. Such certificates shall provide that they may not be cancelled or
modified unless Seller is given at least ten (10) Days prior written notice.
Buyer may maintain such coverage under its national blanket coverage.

Section 6.5.  [Intentionally Deleted]

Section 6.6.  Environmental Reports.
--------------------- 

Seller has previously delivered to Buyer a copy of those environmental
reports pertaining to the Property listed on Exhibit G (the "Environmental
Reports"). The Environmental Reports shall be subject to the confidentiality
obligations of Section 13.1 whether or not so marked. Seller makes no
representation or warranty and assumes no liability for the accuracy or

-15-

completeness of the Environmental Reports or any of the matters contained in
such reports, and Buyer assumes all risk in connection with the use thereof and,
with the exception of alterations of the Environmental Reports by Seller or the
knowing and intentional withholding of information or documents respecting the
accuracy, availability or completeness of the Environmental Reports or in the
event of any fraudulent use of the Environmental Reports by Seller in connection
with the purchase and sale contemplated by this Agreement, releases Lucent and
Affiliates from any liability in connection with the use of the Environmental
Reports by Buyer or any other person. If for any reason the Closing does not
occur, Buyer shall promptly return to Seller all copies of the Environmental
Reports without retaining any copies thereof. The provisions of this Section 6.6
shall expressly survive for a period of two (2) years after the Closing or any
termination or cancellation of this Agreement.

Section 6.7.  Environmental Inspection.
------------------------ 

After the Date of this Agreement, Buyer may, at its sole cost and
expense, make, upon prior telephonic and email notice to Seller's
representative, Niki Farbotko at (404) 573-6196 and nhoffman@lucent.com with
-------------------     
telephonic and email notice to George Hill at (919) 463-4150 and

gshill@lucent.com, such environmental inspections and tests of the Property as
-----------------                                                             
Buyer chooses, provided Seller gives its prior written approval of any tests
involving coring or drilling into the Building or parking areas, sidewalks or
plazas and of any plan for disturbing any material surface area of the Land in
connection with Buyer's environmental due diligence, which approval Seller shall
not unreasonably withhold, condition or delay, and that Buyer repairs any damage
to the Property occasioned by such inspections and tests and restores the
Property to substantially the condition that existed prior to such inspections
and tests.  If Buyer's inspection of the Property during the Due Diligence
Period reveals any Hazardous Substances the assessment and remediation of which
is required under applicable law, Buyer shall promptly advise Seller of same.
Notwithstanding any termination of this Agreement pursuant to the provisions
hereof, Buyer shall, within ten (10) Days after receipt, promptly provide Seller
with one legible copy of each report produced with respect to such inspections
and tests.

-16-

Section 6.8.  Survival.
-------- 
The provisions of this Article 6 shall survive for a period of two (2)
years after the Closing or any termination or cancellation of this Agreement.

ARTICLE 7.  REPRESENTATIONS AND WARRANTIES
------------------------------
Section 7.1.  Seller's Representations.
------------------------ 
Seller represents and warrants the following are true and correct as of the
Date of this Agreement and shall be true and correct at the Closing:

(a)  Seller is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, is qualified to do business in
the state where the Property is located and has all necessary power, corporate
and otherwise, to execute and deliver this Agreement, to perform all obligations
hereunder, and that this Agreement and any other documents delivered in
connection therewith have been duly authorized by all requisite action on its
part, and that this Agreement is valid and legally binding on Seller.

(b)  There is no litigation or proceeding pending or, to Seller's
Knowledge, threatened, which would interfere with Seller's ability to comply
with any of its obligations under this Agreement.

(c)  Other than the Permitted Exceptions, there are no contracts which
cannot be terminated on thirty (30) Days notice or less or leases affecting the
Property which would be binding on Buyer or "run with the land" at Closing.
Seller shall not enter into any service, maintenance or management contract or
other agreement with respect to the Property which would be binding on Buyer or
"run with the Land" at Closing unless such contract or agreement can be
terminated at or before Closing or unless Buyer has approved such contract or
agreement.  To the extent any Contract relates to the Development Parcel, Seller
agrees to cancel, on or prior to the date of Closing, any of the Contracts
specified by Buyer in a written notice to Seller given prior to the date of
Closing.  To Seller's Knowledge, all Contracts relating to the Development

-17-

Parcel are assignable by Seller to Buyer and no Contract prohibits such
assignment or provides for any right, claim or cause of action against Buyer or
the Property as a result solely of such assignment. Seller has cancelled or will
cancel, effective as of the Closing, any agreement in the nature of a management
agreement relating to the Property or any service contract between Seller and
any party affiliated with or related to Seller. To the extent any of the
Contracts relate to services for the Building and/or the Building Parcel and
Seller desires for such Contracts to remain in place as the responsibility of
Seller under the Lucent Lease, Seller may keep such Contracts in place provided
that such Contracts do not impose any obligation upon Buyer, as the owner of the
Property.

(d)  (i)  Any written notice of violations (other than written notice
of violations arising from the acts or omissions of Buyer or Buyer's employees,
agents, contractors, or representatives, which shall be Buyer's sole
responsibility) of any law, code, ordinance, regulation, rule, requirement,
order or restriction, issued by any municipal, county, state or federal
department or authority having jurisdiction over the Property ("Violations")
received by Seller prior to the Date of this Agreement shall be removed or
complied with by Seller.  Seller shall give Buyer notice of the receipt of
Violations promptly upon Seller's receipt thereof.  To Seller's Knowledge,
Exhibit F sets forth a true, correct and complete list of all Violations
received by Seller as of the Date of this Agreement.

(ii) Seller shall use reasonable efforts to remove any Violations
specified in Section 7.1(d)(i) prior to Closing.  If any Violation occurs after
the Date of this Agreement due to the fault of Seller and the same is not cured
or removed by Seller at or prior to Closing then, if (a) the violation does not
consist of any violation of any environmental law and does not consist of the
presence, release or storage of Hazardous Materials on the Property, (b) the
cost of cure or removal is less than $50,000, (c) Seller gives assurances
reasonably acceptable to Buyer that removal or cure of such Violation can be
completed within one hundred eighty (180) Days after Closing, and (d) Seller
deposits with Buyer funds in an amount reasonably estimated by Buyer to pay the
cost of removal or cure (collectively, a "Curable Violation"), Buyer shall
accept such 

-18-

Curable Violation and consummate the Closing in which event Seller shall be
obligated to use commercially reasonable efforts to cure the Curable Violation,
at its sole cost and expense, within such 180 day period after Closing. If
Seller shall fail to cure the Curable Violation as aforesaid, Buyer shall have
all rights and remedies at law or in equity, including the right of specific
performance. In the event of any other Violation which is due to the fault of
Seller, the same shall constitute a default by Seller hereunder in which event
Buyer shall have the remedies set forth in Section 4.5 (i) hereof. If such
Violation is not due to the fault of Seller and Seller has used reasonable
efforts to cure or remove it prior to Closing, then Buyer may, as its sole
alternate remedies, elect to accept title to the Property subject to the
Violation or elect to terminate this Agreement and to receive a refund of the
Down Payment. Buyer, and not Seller, shall be solely responsible for any
Violation involving the Property arising from the acts or omissions of Buyer or
Buyer's employees, agents, contractors, or representatives. Notwithstanding any
other provision of this Agreement to the contrary, the provisions of this
subparagraph d(ii) shall expressly survive for a period of two (2) years after
the Closing.

(e)  There are no leases or real property licenses involving any of the
Property.

(f)  Except as disclosed on Exhibit K (the "Contracts"), there are no other
agreements, licenses or contracts involving the Property. Seller has not
received any notice of termination or uncured notice of default under any of the
Contracts and, to Seller's Knowledge, there is no existing default under the
Contracts by any party thereto.

(g)  There are no outstanding special assessments, or to Seller's
Knowledge, pending special assessments against the Property. The Property has
not been classified under any designation authorized by law to obtain a special
low ad valorem tax rate or to receive a reduction, abatement or deferment of ad
valorem taxes which will result in additional, "catch-up" or "roll-back" taxes
in the future in order to recover the amounts reduced, abated or deferred.

(h)  Seller has not received any written notice that any condemnation or
other taking by eminent domain of any of the Property or any portion thereof or
access thereto has been 

-19-

instituted and, to Seller's Knowledge, there are no pending or threatened
condemnation or eminent domain proceedings.

(i)  Within three (3) Days after the Date of this Agreement, Seller shall
provide Buyer with complete and accurate copies of all warranties and guarantees
which are known by Seller to relate to the Property and which are in the
possession or control of Seller.  Seller has not received written notice of
Seller's violation of any of such warranties or guarantees.

(j)  To Seller's Knowledge, Seller has obtained all licenses, permits and
approvals required to be obtained from all applicable governmental authorities
in order to construct and occupy the Building and operate the current business
on the Property.

(k)  To Seller's Knowledge, there are no structural or other defects,
latent or otherwise, in the Building. To Seller's Knowledge, the electrical,
plumbing, HVAC, water, elevator, roofing, storm drainage and sanitary sewer
systems servicing the Building and the Property are in good condition and
working order. To Seller's Knowledge, the Building was constructed and installed
in accordance with the requirements and conditions of all governmental permits
applicable thereto and any private restrictive covenants affecting the Property.

(l)  There are no employment, collective bargaining, or similar agreements
or arrangements between Seller and any of its employees or other parties which
will be binding on Buyer.

(m)  Seller represents and warrants to Buyer that, to Seller's Knowledge,
except as disclosed in the Environmental Reports:  (i) no Hazardous Substances,
nor any other pollutants, toxic materials, or contaminants have been or shall
prior to Closing be discharged, disbursed, released, stored, treated, generated,
disposed of, or allowed to escape on the Property, except that Seller's use on
the Building Parcel of cleaning supplies, copying fluids, other office and
maintenance supplies and other substances normally and customarily used by, and
in amounts customarily used by, tenants occupying space for office and
administrative purposes similar to the Building shall not be a breach of this
representation and warranty, (ii) no asbestos or asbestos containing materials
have been installed, used, incorporated into, or disposed of on the Property,

-20-

(iii) no polychlorinated biphenyls are located on or in the Property, in the
form of electrical transformers, fluorescent light fixtures with ballasts,
cooling oils, or any other device or form, (iv) no underground storage tanks are
located on the Property or were located on the Property and subsequently removed
or filled, (v) no investigation, administrative order, consent order and
agreement, litigation, or settlement with respect to Hazardous Substances is
threatened or in existence with respect to the Property, and (vi) the Land has
not previously been used as a landfill, cemetery, or as a dump for garbage or
refuse.

Seller makes no warranty or representation with regard to the presence or
absence of wetlands on the Property or with respect to Buyer's ability to
develop the Development Parcel for a particular use or size, type of
construction or density.

Section 7.2.  Property to be Sold "As Is".
--------------------------- 
(a)  Buyer has not been induced by and has not relied upon any
representations, warranties or statements, whether express or implied, made by
Seller or any agent, employee, attorney or other representative of Seller or by
any broker or any other person representing or purporting to represent Seller,
which are not expressly set forth in this Agreement, whether or not any such
representations, warranties or statements were made in writing or orally,
including, without limitation, the following:  (i) the condition of the
Property, including without limitation the FF&E, or its compliance with laws,
ordinances or governmental regulations, or its suitability for Buyer's Intended
Use; (ii) zoning, building code, subdivision and environmental regulations which
may be applicable to the Property or any part thereof, or the impact, if any, of
such requirements on Buyer's Intended Use, expressly including Buyer's intention
to develop the Development Parcel; (iii) the assignability of licenses or
contractual or other rights or permits now held by Seller in regard to the
Property or any part thereof, if any; or (iv) any other matter or thing
affecting the Property or any part thereof, and it is hereby agreed by Buyer
that, except as expressly set forth herein, the Property is to be sold "AS IS"
as of the Date of this Agreement, subject to reasonable wear and tear occurring
after the Date of this Agreement until Closing and that Buyer has had an
opportunity to inspect the Property

-21-

Section 7.3.  Buyer's Representations.
----------------------- 

Buyer represents and warrants the following are true and correct on the
Date of this Agreement and shall be true and correct at the Closing.

(a)  Buyer has all necessary power to execute and deliver this Agreement,
to perform all obligations hereunder, and that this Agreement and any other
documents delivered in connection herewith is valid and legally binding on
Buyer.

(b)  There is no litigation or proceeding pending which would interfere
with Buyer's ability to comply with any of its obligations under this Agreement.

(c)  Buyer has been duly formed, organized or created under the laws of its
jurisdiction of formation, organization or creation and is in good standing or
existence under the laws of such jurisdiction and, if necessary, has qualified
to transact business in the State of North Carolina.

(d)  Buyer expressly acknowledges that its ability to obtain capital or
financing is not a condition precedent to its obligation to close its purchase
of the Property in accordance with the terms of this Agreement.

Section 7.4.  Survival of Representations and Warranties and No Third Party
-------------------------------------------------------------
Beneficiaries.
------------- 

The representations and warranties in Section 7.1 and 7.3 shall survive for
one (1) year after the Closing [except for clause 7.1(d)(ii), which shall
survive without limitation in the event of a Curable Violation as to which
Seller is obligated to cure following the Closing] and are personal to the
parties to this Agreement; none of such representations and warranties, nor any
other provisions of this Agreement, shall confer any rights or remedies on any
third parties, nor discharge any obligations of any third parties nor give any
third party any right of subrogation over or action against any party to this
Agreement.

-22-

ARTICLE 8.  ADJUSTMENTS AND EXPENSES
------------------------
Section 8.1.  Seller's Expenses.
----------------- 

Seller shall pay at or prior to Closing the cost of the Title Report, the
Survey, all state, county and municipal real property transfer taxes and
documentary stamps incident to this sale, the first month's triple net rent
under the Lucent Lease prorated in accordance with the terms of the Lucent
Lease, one-half of all escrow fees, its attorneys' fees and the commission owed
the Listing Broker.   Seller's obligations under Section 8.1 shall survive the
expiration or termination of this Agreement.

Section 8.2.  Buyer's Expenses.
---------------- 

Buyer shall pay at or prior to Closing the cost of the premium for the
title insurance policy for the Property, all document recordation fees, all
costs associated with Buyer's Due Diligence, one-half of all escrow fees, its
attorneys' and consultants' fees and the commission owed the Buyer's Broker.
Buyer's obligations under Section 8.2 shall survive the expiration or
termination of this Agreement.

Section 8.3  Closing Adjustments.
------------------- 

The following are to be apportioned as of midnight of the Day immediately
prior to the Closing if and only to the extent that the same relate to the
Development Parcel, as Seller and Buyer acknowledge and agree that all such
obligations which relate to the Building Parcel are and shall remain the
responsibility of Seller, as tenant under the Lucent Lease, and proration
thereof is therefore waived:

(a)  Taxes on the basis of the fiscal year for which assessed but prorated
on a calendar year basis;

-23-

(b)  Water meter charges and sewer rents, and any other applicable public
utility charges on the basis of the fiscal year for which assessed or in
accordance with the amounts fixed with respect thereto by meter reading made as
of the Closing Date, as the case may be; and

(c)  Property association dues and assessments, if applicable.

Prepaid amounts under the Contracts which relate to the Building Parcel for
periods after the Closing Date shall not be prorated and shall be the
responsibility of Seller.

Section 8.4.  Assessments.
----------- 

If, at Closing, the Property or any part thereof shall be affected by any
special assessments that are or may become payable in installments, then for the
purposes of this Agreement, if and to the extent that the same relate to the
Development Parcel, Seller shall be required to pay only those installments that
are due and payable on or prior to the Closing, and assessments during the year
of Closing shall be prorated between Buyer and Seller. Assessments coming due
after the Closing Date relating to the Development Parcel shall be paid by
Buyer. All assessments relating to the Building Parcel shall be paid by Seller.

Section 8.5.  Tax Adjustment.
-------------- 
(a)  If the Closing shall occur before a tax rate is fixed, the
apportionment of taxes shall be based upon the tax rate for the next preceding
year applied to the latest assessed valuation, and Buyer and Seller, at the
request of either party, agree to reapportion said taxes as soon thereafter as
the tax rate is fixed.

(b)  Seller shall be entitled to the benefits of any refunds for any tax
years prior to Closing, and shall pay all expenses for any administrative or
judicial proceedings brought at any time to secure such refunds.  Buyer shall
execute all necessary documents and consents reasonably required by Seller in
any such proceedings without cost or expense to Seller.

(c)  Any refund and associated expenses relating to the tax year during
which Closing occurs shall be apportioned between Buyer and Seller based upon
the Closing Date.  Unless otherwise agreed between Buyer and Seller, if Buyer
owns the Property for fifty percent (50%) or 

-24-

more of the tax year Buyer shall control any proceedings brought to secure such
tax refund. In all other cases, Seller shall control such proceedings.

(d)  The provisions of this Section 8.5 shall expressly survive for a
period of two (2) years after the Closing.

ARTICLE 9.  FIRE AND OTHER CASUALTY
-----------------------

Section 9.1.  Seller's Obligation to Insure.
----------------------------- 

From the Date of this Agreement until Closing, Seller shall maintain fire
and extended coverage insurance upon the Property in an amount not less than the
full replacement value of the Building and business interruption insurance for a
period of twelve (12) months and shall give a certificate of insurance to Buyer
before the end of the Due Diligence Period evidencing such coverages.

Section 9.2.  Buyer's Elections Upon Casualty.
------------------------------- 

In the event of any damage to the Property by reason of fire or other
casualty occurring prior to the Closing (a "Casualty"), Seller shall give Buyer
immediate notice thereof.  If the cost of repairing the Building necessitated by
the Casualty exceeds One Million Dollars ($1,000,000.00), then by written notice
given within thirty (30) days after notice of the Casualty is received, either
party may elect to terminate this Agreement, in which event the Down Payment
shall be refunded to Buyer.  In the event that neither Seller nor Buyer elect to
terminate the Agreement as provided above, Buyer shall close upon the Property
and cause the Building to be repaired, in which event the terms of the Lucent
Lease shall control with respect to restoration, except as set forth in 9.3
below.  The date of Closing shall be extended, as necessary, in order to give
Buyer a thirty (30) day period in which to make its election.  If the cost of
repairing the Building necessitated by the Casualty is One Million Dollars
($1,000,000.00) or less, Buyer shall not have the right to terminate this
Agreement, and Buyer shall cause the Building to be repaired, 

-25-

in which event the terms of the Lucent Lease shall control with respect to
restoration, except as set forth in 9.3 below.

Section 9.3.  Buyer's Election to Repair.
-------------------------- 

If Buyer elects to repair the Building or if the Buyer is required to cause
the Building to be repaired pursuant to the last sentence of Section 9.2, Buyer
shall be obligated to complete the repair only to the extent the insurance
proceeds received from Seller's insurance company, plus Seller's deductible, are
adequate to cover the cost of such repair.  Seller shall pay to Buyer all
proceeds of its insurance for the purpose of the repair, together with the
amount of Seller's deductible (which deductible shall be credited to Buyer at
Closing).   If the funds made available to Buyer for repair as provided above
are not sufficient to repair the Building to its condition before the Casualty,
Seller shall be obligated to make available to Buyer sufficient funds to pay the
difference between the cost of such repair and insurance proceeds plus Seller's
deductible.  Further, rent shall not abate under the Lucent Lease during any
such restoration period.  The provisions of this Section 9.3 shall expressly
survive the Closing without limitation in the event of a Casualty and shall
supercede and override any contrary provisions of the Lucent Lease.

Section 9.4.  Purchase Price Unaffected.
------------------------- 

Notwithstanding the occurrence of any Casualty and regardless of the extent
thereof, if Buyer elects to repair the Building, the sale contemplated by this
Agreement shall be consummated at the Closing without abatement of the Purchase
Price.

Section 9.5.  The provisions of this Article 9 shall expressly survive the
Closing in the event a Casualty occurs and the purchase and sale is consummated
as contemplated herein.

ARTICLE 10.  CONDEMNATION
------------

Section 10.1.  Taking of Less than Substantial Part.
------------------------------------ 

If, prior to the Closing, a Taking which does not involve any Substantial
Part of the Building or the Property shall occur or be threatened, the Closing
shall take place without any abatement of the Purchase Price, and neither party
shall have any right to terminate its 

-26-

obligations hereunder by reason thereof. At the Closing, Seller shall assign to
Buyer all Seller's rights to awards in respect to such Taking. Seller agrees
that it will not settle or compromise any such award without the written consent
of Buyer, which shall not be unreasonably withheld, conditioned or delayed.

Section 10.2.  Taking of Substantial Part.
-------------------------- 

If, prior to the Closing, a Taking of any Substantial Part of the Building
or the Property shall occur or be threatened, Buyer may terminate this Agreement
by notice to Seller given not later than thirty (30) Days after the date on
which Seller notifies Buyer of such Taking or threatened Taking.  Further, if
the Taking affects a Substantial Part of the Building Parcel and Seller's
ability to continue to operate for business would be materially and adversely
affected thereby, Seller may elect to terminate this Agreement.  If either party
so elects to terminate this Agreement, Seller shall return the Down Payment to
Buyer, with interest earned thereon, and neither party shall have any further
liability to the other, except as expressly reserved in this Agreement.  If
neither party elects to terminate this Agreement as permitted above, the Closing
shall take place on the terms specified in Section 10.1.

ARTICLE 11.  BROKERS
-------
Section 11.1.  Brokers.
------- 

Buyer and Seller each represents to the other that no broker or similar
party has been involved in bringing about or negotiating this transaction except
Buyer's Broker and the Listing Broker.  Seller agrees to pay a commission to the
Listing Broker in accordance with its separate written agreement with the
Listing Broker, and Buyer agrees to pay any commission due Buyer's Broker.
Buyer agrees to Indemnify Lucent and Affiliates for matters arising out of the
breach of the foregoing representation by Buyer, and from any claim by any
person, other than the Listing Broker, that they have dealt with Buyer in
connection with this transaction.  Seller agrees to Indemnify Buyer for matters
arising out of the breach of the foregoing representation by Seller 

-27-

and from any claim by any person, other than Buyer's Broker, that they have
dealt with Seller in connection with this transaction. The provisions of this
Section 11.1 shall survive the Closing or any termination or cancellation of
this Agreement.

ARTICLE 12.  CONFIDENTIALITY AND USE OF NAME
-------------------------------

Section 12.1.  Confidentiality.
--------------- 

Any specifications, drawings, sketches, diagrams, computer or other
apparatus programs, manuals, technical, business or tenant information or
Property Records or data, including methods and concepts set forth or utilized
therein ("Information"), if any, which either party may furnish hereunder or in
contemplation hereof shall be held in confidence by the other party and shall
not be published or otherwise disclosed (except to such party's attorneys,
accountants, consultants, employees, investors, lenders, partners, shareholders
and tenants, who shall be instructed as to the confidential nature of the
Information) without Buyer's and Seller's written permission except as
hereinafter provided.  Unless such Information was previously known to either
party free of any obligation to accept it in confidence or has been or is
subsequently made public by Buyer or Seller to a third party, it shall be kept
in confidence by both parties and may be used solely in connection with the
transaction contemplated hereunder (including disclosure as permitted in the
preceding sentence) and may not be used for other purposes except upon such
terms as may be agreed upon in writing between Buyer and Seller.

Section 12.2.  Use of Lucent Name.
------------------ 

Buyer acknowledges that Seller's name and logo, as well as the name "Bell
Laboratories" and its logo, constitute Seller's intellectual property. Buyer
will not use such names or logos in a manner that will violate Seller's
intellectual property rights. Buyer may not use the names "Lucent" and "Bell
Laboratories", except in Buyer's materials that identify Seller as the occupant
of the Building on the Property and Buyer may give general information about
Seller which is public knowledge (for example, information contained in Seller's
annual report) but no such 

-28-

materials shall imply an endorsement or sponsorship by Seller or an affiliation
between Seller and Buyer.

Section 12.3.  Press Release.
------------- 
Prior to the Closing, Buyer shall not make any public announcement or press
release concerning this transaction.

Section 12.4.  Survival of Seller's and Buyer's Obligations.
-------------------------------------------- 

Seller's and Buyer's obligations under this Article 12 shall survive the
Closing or any termination or cancellation of this Agreement.

ARTICLE 13.  ATTORNEYS' FEES
---------------
Section 13.1.  Attorneys' Fees.
--------------- 

The prevailing party to any action or proceeding between Buyer and Seller
with respect to the interpretation of or breach of this Agreement or the
transaction contemplated hereunder shall be entitled to have and recover all
reasonable costs, expenses, and attorneys' fees, expert witness fees and other
costs of defense incurred in connection therewith.  The provisions of this
Section 13.1 shall expressly survive the Closing or any termination or
cancellation of this Agreement.

ARTICLE 14.  RECORDATION AND ASSIGNMENT
--------------------------

Section 14.1.  Recordation and Assignment.
-------------------------- 

This Agreement shall not be recorded.  This Agreement is personal to Buyer
and shall not be assigned by Buyer except to an affiliate of Buyer or an
affiliate of Wells Capital, Inc. without the consent of Seller, which consent
shall not be  unreasonably withheld.  No assignment by Buyer of its rights and
obligations under this Agreement shall release Buyer from its obligations
hereunder.

-29-

ARTICLE 15.  MERGER OF CONTRACT
------------------

Section 15.1.  Merger.
------ 

The acceptance of a deed by Buyer shall be deemed to be a full performance
and discharge of every agreement and obligation on the part of Seller to be
performed pursuant to the provisions of this Agreement, except those in the
Lucent Lease and those, which are herein specifically stated to survive the
Closing or any termination or cancellation of this Agreement.

ARTICLE 16.  APPLICABLE LAW
--------------

Section 16.1.  Applicable Law.
-------------- 

This Agreement shall be governed by the laws of the state where the
Property is located.  Buyer and Seller consent to be subject to the jurisdiction
of the courts of such State.

ARTICLE 17.  [Intentionally Deleted]

-30-

ARTICLE 18.  EXCHANGE OF PROPERTIES
----------------------

Section 18.1.  Exchange of Properties.
---------------------- 

(a)  Notwithstanding any terms in the Agreement to the contrary, Seller
shall have the right to exchange the Property to qualify as a tax-deferred
exchange under the provisions of Section 1031 of the Internal Revenue Code of
1986, as amended (the "Code"), and the Treasury Regulations thereunder.

(b)  Buyer agrees to cooperate with Seller with respect to any tax-deferred
exchange pursuant to the provisions of Section 1031 of the Code and the Treasury
Regulations thereunder, provided that (i) Buyer incurs no additional cost or
expense attributable to the exchange, including reasonable attorneys' fees, deed
excise taxes and recording fees; (ii) Seller agrees to indemnify and hold Buyer
harmless from and against all liability arising out of its cooperation in
effecting the exchange as requested by Seller; and (c) Buyer shall have no
personal liability with respect to the deferred exchange and shall not be
required to purchase any replacement property (the "Replacement Property").

(c)  Seller and Buyer acknowledge that Buyer shall not be deemed Seller's
agent in connection with said exchange. Seller and Buyer further acknowledge
that all agreements in connection with performing the Exchange shall be prepared
at Seller's expense by Seller's counsel.

(d)  Seller shall have the right to transfer its interests under the
Agreement to a qualified intermediary (the "Intermediary") in accordance with
the provisions of Section 1031 of the Code and the Treasury Regulations
thereunder, and, as a result of that transfer, the Intermediary will acquire an
equitable interest in the title to the Property.  At the request of Seller,
Buyer agrees, within five (5) days after request, to enter into an Assignment
Agreement in the form attached as Exhibit H.

-31-

ARTICLE 19.  MISCELLANEOUS
-------------
Section 19.1.  Entire Agreement.
---------------- 

This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior written or oral
understandings of the parties, all of which are merged herein.

Section 19.2.  All Amendments in Writing.
------------------------- 

This Agreement may not be modified or changed in any respect except in the
event of a written amendment executed by both parties.

Section 19.3.  Invalidity.
---------- 

If any of the terms or conditions of this Agreement are determined to be
invalid, void or illegal, such determination shall in no way affect or
invalidate any of the other provisions of this Agreement.

Section 19.4.  Counterparts.
-------------

This Agreement may be signed in counterparts and each such counterpart
shall be deemed to be an original.  Any signature, witness's signature, or both,
appearing on a counterpart of this Agreement shall be deemed to appear on all
other counterparts of this Agreement.  This Agreement shall only be and become
effective upon its unconditional delivery by and between the parties hereto.

Section 19.5.  Origination Of Document
-----------------------

This Agreement has been negotiated by Seller and Buyer, and this Agreement,
together with all of the terms and provisions hereof, shall not be deemed to
have been prepared by either Seller or Buyer, but by both equally.

-32-

ARTICLE 20.  NOTICES
------- 

Section 20.1.  Notices.
------- 

Except as otherwise specified herein, all notices, demands, requests,
consents, approvals and other communications (collectively, "Notices") required
or permitted to be given hereunder must be in writing, and must be given or made
by personal delivery, overnight delivery service or by mailing the same by
certified, registered or express mail, or express delivery service, postage
prepaid, return receipt requested, addressed to the party to be so notified, as
follows:

If to Seller:         LUCENT TECHNOLOGIES INC.
475 South Street
Morristown, New Jersey  07962
Attn: District Manager, U.S. Transactions
Telecopy Number: 973-606-3078
with a copy
to:                   LUCENT TECHNOLOGIES INC.
475 South Street
Morristown, New Jersey  07962
Attn: Corporate Counsel, Real Estate
Telecopy Number: 973-606-3336

LUCENT TECHNOLOGIES INC.
2400 SW 145/th/ Avenue, Room IS021
Miramar, Florida  33027
Attn: Transaction Manager
Telecopy Number: 954-885-3855

If to Buyer:          WELLS OPERATING PARTNERSHIP, L.P.
6200 The Corners Parkway
Suite 250
Atlanta, Georgia 30082
Attn: Mr. Michael Berndt
Telecopy Number: 770-200-8199

with a copy
to:                   Maureen Theresa Callahan, Esq.
Troutman Sanders LLP
600 Peachtree Street, NE
Suite 5200
Atlanta, Georgia 30308-2216
Telecopy Number: 404-962-6520.

-33-

Any Notice shall be deemed given on receipt or three (3) Business Days
after the mailing thereof, whichever occurs first. Either party may change the
addresses for Notices to such party by mailing a Notice.  Notices may be given
by the attorneys for the parties.

IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the
date first above written.

SELLER:

WITNESS:                          LUCENT TECHNOLOGIES INC.,
a Delaware corporation

__________________________        By: /s/ Timothy Webb
-------------------------------------------
Name:  Timothy Webb
Title: Director, Asset Management
Date of Execution: September __, 2001

BUYER:
WITNESS:
WELLS OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership

/s/ Brent E. Jenkins              By:  Wells Real Estate Investment Trust, Inc.,
--------------------------             a Maryland corporation, general partner
Brent E. Jenkins
Senior Manager, Global Real            By:    /s/ Douglas P. Williams         
Estate Transactions                       ----------------------------------- 
Name:  Douglas P. Williams             
--------------------------------- 
Title: Executive Vice President        
--------------------------------  

Date of Execution: September 19, 2001

-34-

EXHIBIT A
---------

The Land
--------

Those certain lots of land in Cary, Wake County, North Carolina known as
Lot-B-I and Lot-1-B-II as shown plat of survey entitled "Subdivision Map:
LUCENT TECHNOLOGIES Lot 1-B Triangle Medical & Surgical Associates, LLC dated
02-23-99 prepared by Sullivan Surveying recorded in Book of Maps 1999, Page
1059, Wake County, North Carolina Registry.

The above description shall be revised at or before Closing in accordance
with a recombination plat changing the property line between the above lots to
be recorded at or before Closing.

EXHIBIT 10.106

LEASE AGREEMENT FOR THE LUCENT BUILDING

NET LEASE AGREEMENT

FROM

WELLS OPERATING PARTNERSHIP, L.P.

LANDLORD

TO

LUCENT TECHNOLOGIES INC.

TENANT

PREMISES: 200 Lucent Lane,
Cary, North Carolina

DATED:  September 28, 2001

* * * *

The mailing, delivery or negotiation of this Lease by Tenant or Landlord or
their respective agents, brokers, or attorneys shall not be deemed an offer by
Tenant or Landlord to enter into this Lease or to enter into any other
relationship with Landlord or Tenant, as the case may be, whether on the terms
contained herein or on any other terms. This Lease shall not be binding upon
Tenant or Landlord, and neither Tenant nor Landlord shall have any rights,
obligations or liabilities with respect thereto, or with respect to the
Premises, unless and until Tenant and Landlord have executed and delivered this
Lease. Until such execution and delivery of this Lease, Tenant and Landlord each
may terminate all negotiation and discussion of the subject matter hereof,
without cause and for any reason, without recourse or liability to the other.

* * * *

TABLE OF CONTENTS
-----------------

Page
----

1.  DEFINITIONS.............................................................  1

2.  PREMISES DEMISED........................................................  2

3.  TERM....................................................................  2

4.  RENTAL..................................................................  3

5.  DELIVERY OF POSSESSION..................................................  4

6.  INTENTIONALLY OMITTED...................................................  4

7.  TENANT'S PROPERTY.......................................................  4

8.  USE.....................................................................  4

9.  COMPLIANCE WITH LEGAL REQUIREMENTS......................................  5

10.  ENVIRONMENTAL COMPLIANCE...............................................  5

11.  REPAIRS AND MAINTENANCE................................................  7

12.  INTENTIONALLY OMITTED..................................................  9

13.  TAXES..................................................................  9

14.  SERVICES AND UTILITIES................................................. 11

15.  ALTERATIONS............................................................ 11

16.  ASSIGNMENT AND SUBLEASE................................................ 14

17.  DAMAGE OR DESTRUCTION.................................................. 17

18.  EMINENT DOMAIN......................................................... 18

19.  INSURANCE.............................................................. 20

20.  SUBROGATION AND WAIVER................................................. 22

21.  INDEMNITY.............................................................. 23

22.  INTENTIONALLY OMITTED.................................................. 23

23.  SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT.......................... 23

24.  LANDLORD'S RIGHT OF ENTRY.............................................. 24

25.  PARKING FACILITIES..................................................... 25

26.  SIGNS.................................................................. 25

27.  RULES AND REGULATIONS.................................................. 25

28.  ACCESS................................................................. 25

29.  USE OF THE ROOF AND BUILDING STRUCTURE................................. 26

30.  TENANT'S DEFAULT; RIGHTS AND REMEDIES.................................. 26

31.  LANDLORD'S DEFAULT; RIGHTS AND REMEDIES................................ 31

32.  HOLDING OVER........................................................... 32

33.  QUIET ENJOYMENT........................................................ 33

34.  MUTUAL REPRESENTATION OF AUTHORITY..................................... 33

35.  LANDLORD'S CLAIMS...................................................... 33

36.  REAL ESTATE BROKERS.................................................... 34

37.  ATTORNEYS' FEES........................................................ 34

38.  ESTOPPEL CERTIFICATE................................................... 35

39.  RECORDABLE MEMORANDUM.................................................. 36

40.  OPTIONS TO EXTEND...................................................... 36

41.  INTENTIONALLY OMITTED.................................................. 38

42.  CONFIDENTIALITY........................................................ 38

43.  GOVERNING LAW.......................................................... 38

44.  NOTICES................................................................ 38

45.  INTENTIONALLY OMITTED.................................................. 39

46.  COUNTERPARTS........................................................... 39

47.  ENTIRE AGREEMENT....................................................... 40

48.  MISCELLANEOUS.......................................................... 40

49.  INTENTIONALLY OMITTED.................................................. 42

50.  INTENTIONALLY OMITTED.................................................. 42

51.  SURRENDER.............................................................. 42

52. DECLARATION OF EASEMENTS................................................ 43

LEASE AGREEMENT

THIS LEASE AGREEMENT made this 28 day of September, 2001 between WELLS
OPERATING PARTNERSHIP, L.P. ("Landlord"), a Delaware limited partnership, having
an office at 6200 The Corners Parkway, Suite 250, Norcross, Georgia 30092, and
LUCENT TECHNOLOGIES INC. ("Tenant"), a Delaware corporation, having its
principal office at 600 Mountain Avenue, Morristown, New Jersey 07960.

W I T N E S S E T H:
------------------- 

1.   Definitions.
----------- 

The following terms are defined in the paragraphs listed below:

TERM                               PARAGRAPH          
----                               ---------        

Additional Rent                     4(c)           
Alterations                        15(a)           
BOMA Standards                      2(b)           
Building                            2(a)           
Casualty                           17(a)           
Environmental Laws                 10(b)           
Event of Default                   30(a)           
Expiration Date                     3(a)           
Extended Term                      40(a)           
Fair Market Rent                   40(b)           
Fixed Rent                          4(a)           
Fixtures                           15(f)           
Force Majeure                      48(d)           
Hazardous Substances               10(b)           
Impositions                        13(a)(i)(1)     
Interest Rate                       4(c)           
Land                                2(a)           
Legal Requirements                  9(c)           
Listed Broker                      36(a)           
Net Rent                           30(e)(ii)       
Premises                            2(a)           
Primary Term                        3(a)           
Property                            2(a)            

TERM                               PARAGRAPH
----                               ---------

Qualified Real Estate

1

Appraiser                          42(f)
Rent                                4(c)
Rentable Floor Area of
the Premises                       2(b)
Rentable Floor Area of
the Building                       2(b)
Rental Commencement Date            3(a)
Substantial Taking                 18(a)
Superior Interest                  23
Taking                             18(a)
Target Date                         5(a)
Taxes                              13(a)(iii)
Tenant Affiliate                   16(d)
Tenant's Property                   7
Term                                3(a)

2.   Premises Demised.
----------------

(a)  Landlord leases and demises to Tenant and Tenant hires from Landlord
the "Premises" (as hereinafter defined). The "Premises" shall mean the
"Property" (as hereinafter defined). The "Property" shall mean the "Land" (as
hereinafter defined), together with all improvements now or hereafter located on
the Land, including but not limited to the "Building" (as hereinafter defined),
the Building's parking facilities, any walkways, covered walkways or other means
of access to the Building and the Building's parking facilities, lobbies,
plazas, and landscaping. The "Building" means that certain building consisting
of approximately 120,000 rentable square feet and located at 200 Lucent Lane,
Cary, North Carolina. No easement for light, view or air is included in the
Premises or granted hereunder. The Building is located on the parcel of land
described on the attached Exhibit B (the "Land").
---------              

(b)  For purposes of this Lease, the "Rentable Floor Area of the Premises"
shall mean 120,000 square feet and the "Rentable Floor Area of the Building"
shall mean 120,000 square feet.

3.   Term.
---- 

The primary term of this Lease (the "Primary Term") shall commence on the
date hereof and shall expire at 11:59 p.m. on September 30, 2011 (the "Initial
Expiration Date"). The date of this Lease is sometimes referred to as the
"Rental Commencement Date". As used in this Lease, "Term" shall mean the Primary
Term and any duly exercised extension of the term. "Expiration Date" shall mean
the later of the Initial Expiration Date or the date upon which any Extended
Term (the option for which has been exercised) would have expired but for any
termination of this Lease.

2

4.   Rental.
------ 

(a)  For each Lease Year (as hereinafter defined), Tenant agrees to pay
Landlord the annual rent set forth in subparagraph (b) of this Paragraph 4 (the
"Fixed Rent").  Fixed Rent shall be payable in equal monthly installments, in
advance, on the first day of each month of the Term.  Rent for any month's
partial occupancy shall be prorated, as shall Rent for any Lease Year consisting
of more or less than twelve (12) full calendar months.  As used in this Lease,
the term "Lease Year" shall mean the twelve month period commencing on the
Rental Commencement Date, and each successive twelve month period thereafter
during the Term, except that if the Rental Commencement Date is not on the first
day of a calendar month, the first Lease Year shall extend through the end of
the twelfth month after the Rental Commencement Date.

(b)  Fixed Rent: The Fixed Rent payable in each Lease Year of the Primary
Term shall be:

Lease Year          Fixed Rent          Monthly Installments
----------          -------------       --------------------
1               $1,800,000.00           $150,000.00  
2               $1,854,000.00           $154,500.00 
3               $1,909,620.00           $159,135.00 
4               $1,966,908.60           $163,909.05 
5               $2,025,915.96           $168,826.33 
6               $2,086,693.44           $173,891.12 
7               $2,149,294.20           $179,107.85 
8               $2,213,772.96           $184,481.08 
9               $2,280,186.12           $190,015.51 
10              $2,348,591.76           $195,715.98  

(c)  "Rent" shall mean Fixed Rent.  Tenant covenants and agrees to pay to
Landlord, from time to time as provided in this Lease, (i) interest at the
"Interest Rate" [which for all purposes of this Lease shall equal two percent
(2%) plus the "prime rate" (as used herein, "prime rate" shall mean the rate of
interest per annum announced from time to time by Bank of America, N.A., or its
successor organization, as its prime commercial lending rate)] on all
installments of Rent not paid by the fifth (5th) day after receipt by Tenant of
notice of nonpayment, from the due date through the date of payment, provided,
however, such five (5) day grace period shall be applicable only two (2) times
in any twelve (12) month period, and with respect to any installment of Rent
thereafter coming due within said twelve (12) month period, interest shall
accrue from the due date of such Rent through the date of payment regardless of
whether same is paid by the fifth (5/th/) day after receipt by Tenant of notice
of nonpayment, (ii) all amounts, other than

3

Rent, which Tenant herein agrees to assume and pay to Landlord, (iii) all other
amounts (including but not limited to Taxes) which Tenant herein agrees to
assume and pay to a third party or third parties, in those circumstances where
Tenant shall fail or refuse to pay to such third party or parties and Landlord
elects to pay such amounts as herein provided, and (iv) interest at the Interest
Rate on amounts referred to in (ii) and (iii) above not paid within five (5)
days after receipt by Tenant of notice of nonpayment thereof, from the due date
through the date paid or, if demand is required therefor by the terms of this
Lease, from the date which is forty-five (45) days after the date of demand
through the date paid (all of the aforementioned items being herein included in
"Additional Rent"). If Tenant fails to pay any Additional Rent, Landlord shall
have the same rights, powers and remedies for such failure as are provided in
this Lease, at law, in equity or otherwise for the nonpayment of Rent.

5.   Delivery of Possession.
---------------------- 

As of the date hereof, Tenant acknowledges that Landlord has delivered
possession of the Premises to Tenant and accepts the Premises in their current
"AS-IS" condition.  Tenant further acknowledges that the Premises are acceptable
for Tenant's permitted use, as set forth in Paragraph 8.

6.   Intentionally Omitted.
--------------------- 

7.   Tenant's Property.
----------------- 

"Tenant's Property" shall mean all of Tenant's personal property,
furniture, furnishings, signs, telecommunication equipment, equipment and trade
fixtures, including but not limited to all modular office furniture located on
the Premises. Tenant's right to remove Tenant's Property upon the expiration or
other termination of this Lease shall be governed by the provisions of Paragraph
51 hereof.

8.   Use.
--- 

The Premises shall be used for executive, general administrative, office
space, telemarketing center, telephone customer service center, research and
development, and other similar purposes and no other purposes and in accordance
with all applicable Legal Requirements, all nationally recognized industry
standards applicable to such uses and the Rules and Regulations attached hereto
and made a part hereof. Manufacturing and assembly are expressly prohibited
uses. Tenant covenants and agrees to abide by the Rules and Regulations in all
respects as now set forth and attached hereto and, upon receipt of a copy
thereof, as hereafter promulgated by Landlord. Landlord shall 

4

have the right at all times during the Term to publish and promulgate and
thereafter enforce such rules and regulations or changes in the existing Rules
and Regulations as it may reasonably deem necessary to protect the
tenantability, safety, operation, and welfare of the Premises and the Property.

9.   Compliance with Legal Requirements.
---------------------------------- 

(a)  Landlord shall comply with all applicable Legal Requirements which
apply to the use of the Premises for office use in general and which pertain to
the structural components of the Building, including without limitation the
roof, roofing system, exterior walls, bearing walls, support beams, foundations,
columns, exterior doors and windows and lateral support to the Building. Tenant
shall comply with Legal Requirements which apply to any particular manner in
which Tenant uses the Premises (as distinguished from general office use) and
which pertain to the structural components of the Building.  With respect to any
changes, repairs, alterations, or additions to the Premises which are non-
structural, Tenant will also comply with all Legal Requirements pertaining to
the Premises, whether required of office buildings in general or required for
Tenant's particular use of the Premises.  Tenant shall defend, indemnify and
save Landlord harmless from any claims, fines, penalties, liabilities, losses,
damages, costs and expenses (including reasonable attorney's fees, expert
witness fees and other costs of defense) arising from the failure of Tenant to
comply with its obligations under this Paragraph 9.

(b)  "Legal Requirements" shall mean (i) all federal, state, county,
municipal and other governmental statutes, laws, rules, orders, regulations,
ordinances or recommendations affecting the Premises or any part thereof, or the
use thereof, including without limitation those which require repairs to or any
structural changes in the Premises or the Building whether or not any such
statutes, laws, rules, orders, regulations, ordinances or recommendations which
are now existing or which may hereafter be enacted involve a change of policy on
the part of the governmental body enacting the same, (ii) all rules, orders and
regulations of the National Board of Fire Underwriters or other bodies
exercising similar functions and responsibilities in connection with the
prevention of fire or the correction of hazardous conditions which apply to the
Premises, (iii) the requirements of all policies of public liability, fire and
other insurance which at any time may be in force with respect to the Premises,
and (iv) private restrictive covenants applicable to the Property.

10.  Environmental Compliance.
------------------------ 

5

(a) Tenant agrees to comply with all applicable Environmental Laws [as
defined in Paragraph 10(b) hereof] insofar as they pertain solely to the
particular manner in which Tenant shall use the Premises.

(b) Tenant shall not generate, store, handle, transport, treat,
dispose of or use on the Premises any Hazardous Substances, except that Tenant's
use on the Premises of cleaning supplies, copying fluids, other office and
maintenance supplies and other substances normally and customarily used by, and
in amounts customarily used by, tenants occupying space for office and
administrative purposes similar to the Premises shall not be deemed a violation
of this Paragraph 10(b), but only so long as the quantities thereof do not pose
a threat to public health or to the environment and do not necessitate a
"response action", as that term is defined in the Comprehensive Environmental
Response, Compensation, and Liability Act, as amended, and so long as Tenant
strictly complies or causes compliance with all Environmental Laws concerning
the use, storage, production, transportation and disposal of such Hazardous
Substances.  "Hazardous Substances" shall mean and include those elements or
compounds which are contained in the list of Hazardous Substances adopted by the
United States Environmental Protection Agency (EPA) or in any list of toxic
pollutants designated by Congress or the EPA or which are defined as hazardous,
toxic, pollutant, infectious or radioactive by any other federal, state or local
statute, law, ordinance, code, rule, regulation, order or decree regulating,
relating to or imposing liability (including, without limitation, strict
liability) or standards of conduct concerning, any hazardous, toxic or dangerous
waste, substance or material, as now or at any time hereinafter in effect
(collectively "Environmental Laws").  Tenant agrees that any Alterations (as
permitted in accordance with the provisions of Paragraph 15) made by it to the
Premises will contain no Hazardous Substances that would violate Environmental
Laws or pose a threat to public health or the environment except that Tenant's
use of commercially available construction products and materials, normally and
customarily used in, and in amounts customarily used in, the construction of
improvements in buildings similar to the Building by tenants occupying space for
office and administrative purposes similar to the Premises shall not be deemed a
violation of this sentence when such products and materials are used and
installed as is usual and customary in the construction of improvements similar
to the Building at the time of construction or installation.

(c) Tenant shall defend, indemnify and save Landlord harmless from any
claims, fines, penalties, liabilities (including without limitation strict
liability), losses, damages, costs and expenses (including without limitation
reasonable

6

attorney's fees, expert witness fees and other costs of defense and costs of any
settlement or judgment or claims asserted or arising under the Comprehensive
Environmental Response, Compensation, and Liability Act, any so-called federal,
state or local "Superfund" or "Superlien" laws or any other Environmental Law)
which arise from Tenant's breach of its representations, warranties, covenants
and agreements contained in this Paragraph 10.

11.  Repairs and Maintenance.
----------------------- 

(a)  Landlord shall not be required to maintain nor make any repairs,
replacements or improvements to the Property.

(b)  Except for the obligations of Landlord under Paragraphs 11(a), 17 and
18 hereof, Tenant covenants and agrees that at Tenant's sole cost (i) Tenant
will take good care of the Premises and all alterations, additions and
improvements thereto and will keep and maintain the same in good condition and
repair, except for normal wear and tear and casualty, (ii) Tenant shall perform
diligently, promptly and in a good and workmanlike manner in compliance with all
applicable Legal Requirements, all maintenance, repairs and replacements to the
Premises, and (iii) Tenant shall operate, use, clean, repair and maintain
(including without limitation replacements), and provide security for, the
Property, in a first-class manner, including without limitation providing the
Building Standard Services and providing the following:

(1)  electricity, gas, steam, water, sanitary sewer, air
conditioning and other fuel and utilities for the Property;

(2)  casualty, liability, fidelity, rental loss, plate glass and
any other insurance applicable to the Property;

(3)  repairs, maintenance and painting;

(4)  all supplies, tools, materials and equipment used in the
operation, management, maintenance and access control of the Property;

(5)  supplies, work clothes and dry cleaning;

(6)  maintenance and service agreements for the Property and the
equipment therein, including but not limited to window cleaning, security
personnel, service or system, elevator maintenance, HVAC maintenance,
janitorial service, 

7

waste recycling service, landscaping maintenance and customary landscaping
replacement;

(7)   telephone and stationery;

(8)   legal, accounting and other professional fees and
disbursements incurred in connection with the operation, management,
maintenance and repair of the Property;

(9)   association fees and dues levied pursuant to recorded
instruments affecting the Property, if any;

(10)  decorations;

(11)  exterior and interior landscaping;

(12)  wages, salaries and other costs of all on-site and off-site
employees engaged in the operation, management, maintenance or access
control of the Property, including taxes, insurance and benefits;

(13)  operating and maintaining the signage described in
Paragraph 26 hereof;

(14)  all items (including security equipment and energy
management equipment), amortized over their respective useful lives, which
are installed for the purpose of reducing operating expenses, promoting
safety, complying with governmental requirements, or maintaining the first-
class nature of the Property; and

(15)  trash and garbage removal, vermin extermination, and snow,
ice and debris removal.

Tenant shall at once report, in writing, to Landlord any defective or dangerous
condition known to Tenant. To the fullest extent permitted by law, Tenant agrees
that the rights of Tenant set forth in this Lease to make repairs at the expense
of Landlord are the sole and exclusive rights and remedies of Tenant for the
failure of Landlord to make repairs. Landlord has no obligation and has made no
promise to alter, remodel, improve, repair, decorate or paint the Premises or
any part thereof, except as may be specifically and expressly herein set forth.
This Lease sets forth the sole and exclusive rights of Tenant to terminate this
Lease or quit and surrender the Premises or receive an abatement of rent by
reason of any happening, event, occurrence or situation during the Term, whether
foreseen or unforeseen, and however extraordinary. In addition to and not in
limitation of the foregoing, during the Term, Tenant shall, at its sole expense,
(i) do its own redecorating of the interior of 

8

the Premises; (ii) be responsible for normal, routine maintenance and care of
the interior of the Premises, such as changing filters and light bulbs, and
(iii) make all repairs caused by Tenant's negligence, unless covered by any
insurance policy maintained by Landlord or unless caused by the negligence or
willful misconduct of Landlord, its agents, independent contractors,
representatives or employees. Landlord shall grant Tenant a nonexclusive
assignment, to be shared in common with Landlord, its successors and assigns, of
all warranties and guaranties assigned to Landlord by Tenant, upon Landlord's
acquisition of the Property from Tenant, with respect to items which Tenant is
obligated to repair hereunder.

12.  Intentionally Omitted
---------------------

13.  Taxes.
----- 

(a)  For purposes of this Lease, the following Definitions shall apply:

(i)  "Taxes" shall mean all real estate taxes, assessments (special or
otherwise), sewer and water rents, rates and charges, and any other governmental
(including without limitation taxing districts and authorities now existing or
hereafter created) levies, impositions and charges of a similar nature and any
other taxes and assessments attributable to the Property or its operation (and
the costs of contesting any of the same), including without limitation business
license taxes and fees ("Impositions"), which may be levied, assessed or imposed
on or in respect of all or any part of the Property, whether or not the same
constitute one or more tax lots.  If, however, by law, any assessment may be
divided and paid in annual installments, then, for the purposes of this
definition, (i) such assessment shall be deemed to have been so divided and to
be payable in the maximum number of annual installments permitted by law, and
(ii) there shall be deemed included in Taxes for each calendar year the annual
installment of such assessment becoming payable during such year, together with
interest payable during such year on such annual installment and on all
installments thereafter becoming due as provided by law, all as if such
assessment had been so divided.  Impositions do not include taxes and
assessments imposed on the personal property of the tenants of the Property,
federal and state taxes on income, death taxes, franchise taxes.

(ii) "Taxes" shall include penalties and interest resulting from Tenant's
failure to pay all or any portion of the Taxes in accordance with Paragraph
13(b) hereof.

9

(b)  Tenant shall be solely responsible for and shall pay prior to
delinquency all Taxes. On or before the date such Taxes become delinquent or any
interest or penalty shall be imposed for nonpayment thereof, Tenant shall
provide Landlord with written evidence of such payment of Taxes.

(c)  Tenant shall pay promptly when due all taxes directly or indirectly
imposed or assessed upon Tenant's gross sales, business operations, machinery,
equipment, trade fixtures and other personal property or assets, whether such
taxes are assessed against Tenant, Landlord, the Property or the Building. In
the event that such taxes are imposed or assessed against Landlord or the
Property or the Building, Landlord shall furnish Tenant with copies of all
applicable tax bills, public charges and other assessments or impositions and
Tenant shall forthwith pay the same either directly to the taxing authority or,
at Landlord's option, to Landlord. In addition, in the event there is imposed at
any time a tax upon and/or measured by the rental payable by Tenant under this
Lease, whether by way of a sales or use tax or otherwise, Tenant shall be
responsible for the payment of such tax and shall pay the same on or prior to
the due date thereof; provided, however, that the foregoing shall not include
any inheritance, estate, succession, transfer, gift or income tax imposed on or
payable by Landlord.

(c)  Tenant shall be entitled to any reductions or refunds (net of the
costs of collection thereof) for taxes paid by Tenant. If any reduction or
refund is credited or paid to Landlord for taxes paid by Tenant, said amount
shall be paid by Landlord to Tenant within twenty (20) days after receipt by
Landlord of credit or payment. This provision shall survive the expiration of
this Lease.

(d)  Provided Landlord consents, which consent shall not be unreasonably
withheld or delayed, Tenant, at Tenant's sole cost and expense, shall have the
right to contest the validity or the amount of any Taxes by appropriate
proceedings conducted in good faith and with due diligence in the applicable
jurisdiction, and may defer payments of such obligations, pay same under
protest, or take such other steps as Tenant may deem appropriate, provided,
however, that (a) Tenant shall first make all contested payments (under protest
if it desires) unless such proceeding shall suspend the collection thereof from
Landlord and from Rent under this Lease and from the Property and the Premises,
(b) no part of the Premises or the Property or any interest therein or the Rent
under this Lease shall be subjected thereby to sale, forfeiture, foreclosure or
interference, (c) Landlord shall not be exposed thereby to any civil or criminal
liability for failure to comply with any law, statute, code or regulation and
neither the Premises nor the Property shall be subject to the imposition

10

of any lien as a result of such failure, and (d) Tenant shall have furnished any
security required in such proceeding or under this Lease or reasonably requested
by Landlord to ensure payment of any Taxes. Landlord shall cooperate in the
institution and prosecution of any such proceedings and will execute any
documents required therefor without cost or expense to Tenant. The expense of
such proceedings shall be borne by Tenant. Tenant shall be entitled to retain
any refunds or rebates secured in such proceedings. Tenant agrees that it shall
pay, and save Landlord harmless from and against, any and all losses, judgments,
decrees and costs (including all attorneys' fees and expenses) in connection
with any such contest and that, promptly after the final determination of every
such contest, Tenant shall fully pay and discharge all amounts which shall be
levied, assessed, charged or imposed or be determined to be payable therein,
together with all penalties, fines, interest, costs and expenses resulting
therefrom.

14.   Services and Utilities.
---------------------- 

(a)   Tenant acknowledges that all utility service connections to the
Premises and the Building, including but not limited to connections for water,
sewerage, and electrical service, currently exist and are sufficient to permit
Tenant's use of the Premises and Building as permitted hereunder. The cost of
any additional or upgraded utility service connections desired by Tenant during
the Term of this Lease shall be paid for by Tenant.

15.   Alterations.
----------- 

(a)   Without first obtaining Landlord's prior written consent, Tenant
shall not make any alterations, additions or improvements or install any floor
covering, lighting, plumbing fixtures, shades or awnings or any exterior
"Fixtures" [as defined in Paragraph 15(f)] or make any changes in the Premises
(individually, an "Alteration", collectively, "Alterations"); provided, however,
that Tenant shall have no obligation to obtain Landlord's consent for any
Alteration or related series of Alterations if such Alteration or related series
of Alterations:

(i)    are nonstructural;

(ii)   do not cause any violation of and do not require any change in
any certificate of occupancy applicable to the Building;

(iii)  do not cause any change in the outside appearance of the
Building, do not weaken or impair the structure of the 

11

Building and do not materially reduce the value of the Premises or the Building
or the Property;

(iii) do not affect the proper functioning of the Building equipment;
and

(iv)  do not cost in excess of $100,000.00.

Even if Landlord's consent is not required for any Alteration or Alterations,
Tenant shall give Landlord prior notice of any Alteration or related series of
Alterations, and upon completion of any Alterations (other than decorations),
Tenant shall deliver to Landlord three (3) copies of the "as-built" plans for
such Alterations.

(b)  With respect to any Alterations that require Landlord's consent, such
consent shall not be unreasonably withheld, delayed or qualified.

(c)  Tenant agrees that all Alterations shall at all times comply with all
applicable Legal Requirements and that Tenant, at its expense, shall (i) obtain
all necessary municipal and other governmental permits, authorizations,
approvals and certificates for the construction of such Alterations, (ii)
deliver a copy of such items to Landlord and (iii) cause all Alterations to be
constructed lien free, in a good and workmanlike manner, in accordance with all
Legal Requirements. Tenant, at its expense, shall promptly procure the
cancellation or discharge of all notices of violation arising from or otherwise
connected with Alterations issued by any public authority having or asserting
jurisdiction.

(d)  Throughout the making of all Alterations (other than mere
decorations), Tenant, at its expense, shall carry or cause its contractors to
carry the following:

(i)  Builder's Risk Insurance, covering Landlord, Landlord's agents and
Landlord's lender(s), and Tenant and Tenant's contractor, as their
interests may appear, against loss or damage by fire, vandalism, and
malicious mischief and other such risks as are customarily covered by the
so-called "broad form extended coverage endorsement" upon all the
Alterations in place and all materials stored at the site of the
Alterations and all materials, equipment and supplies of all kinds incident
to the Alterations, all on a completed value basis to the full insurable
value at all times.  Said Builder's Risk Insurance will also include
coverage for loss of rents for a period of twelve (12) months.  Said
Builder's Risk Insurance shall contain an express waiver of any right 

12

of subrogation by the insurer against Landlord, its agents, employees and
contractors.

(ii)  Commercial general liability insurance covering any occurrence in or
about the Premises in connection with such Alterations which complies with
the requirements of Paragraph 20. Such liability insurance shall be on a
comprehensive basis including:

(A)  Premises - Operations (including X-C-U);

(B)  Independent contractors protection;

(C)  Contractual liability; and

(D)  Broad form coverage for property damage.

(iii) Automobile liability for owned, non-owned and hired motor vehicles;
and

(iv) Statutory Workers' Compensation as required by the State of North
Carolina or local municipality having jurisdiction.

All insurance policies procured and maintained pursuant to this subparagraph
shall name Landlord, Landlord's partners, Landlord's agents and Landlord's
lender(s) as additional insureds and/or loss payees, shall be carried with
companies licensed to do business in the State of North Carolina reasonably
satisfactory to Landlord and shall provide twenty (20) days' written notice to
Landlord. Duly executed certificates of insurance with respect thereto shall be
delivered to Landlord before the commencement of the Alterations, and renewals
thereof as required shall be delivered to Landlord prior to the expiration of
each respective policy term. If Tenant carries the foregoing insurance rather
than its contractor, the insurance company identified in Section 19 shall be
acceptable to Landlord.

(e)  Tenant shall indemnify Landlord against liability for any and all
mechanics' and other liens filed in connection with Alterations. Tenant, at its
expense, shall procure the discharge of any such lien within thirty (30) days
after the filing thereof against any part of the Property. If Tenant fails to
discharge any such lien within such thirty (30) day period, then, in addition to
any other right or remedy, Landlord may, upon giving ten (10) days' prior
written notice to Tenant, discharge the same either by paying the amount claimed
to be due or by deposit or bonding proceedings if Tenant has not discharged the
lien within the ten (10) day notice period provided herein. Any amount so

13

paid by Landlord, and all costs and expenses incurred by Landlord in connection
therewith, shall be payable by Tenant upon demand.

(f)    Except for items constituting Tenant's Property, all Alterations,
whether or not at the expense of Tenant, and whether or not Landlord's consent
is required shall be and remain a part of the Premises, shall be deemed the
property of Landlord as of the date such Alterations are completed, attached to
or built into the Premises, shall not be removed by Tenant and shall remain on
the Premises at the expiration or earlier termination of the Term without
compensation to Tenant. "Fixtures" shall mean electrical, plumbing, heating and
sprinkling equipment, fixtures, outlets, venetian blinds, partitions, gates,
doors, vaults, paneling, molding, shelving, radiator enclosures, cork, rubber,
linoleum and composition floors, ventilating, silencing, air conditioning and
cooling equipment, and all fixtures, equipment and appurtenances of a similar
nature or purpose. If any Alterations involve the removal of any Fixtures, such
Fixtures shall be promptly replaced, at Tenant's expense and free of superior
title, liens, security interests and claims, with like property, of at least
equal quality and value. Under no circumstances shall Tenant be required at any
time to remove or restore (i) any Alterations that do not require Landlord's
consent, (ii) any Alterations that do require Landlord's consent, unless
Landlord, at the time it gives such consent, expressly requires in writing
removal or restoration of such Alterations, or (iii) any partitions, flooring,
floor covering, pipes, wires, conduits run through a floor, ceiling, or
partition, provided these are cut off or capped in accordance with all
applicable Legal Requirements.

16.  Assignment and Sublease.
----------------------- 

(a)  Tenant shall not, without the prior written consent of Landlord, 
assign this Lease or any interest herein or in the Premises, or mortgage,
pledge, encumber, hypothecate or otherwise transfer or sublet the whole Premises
or any part of the Premises or permit the use of the Premises by any party other
than Tenant or a "Tenant Affiliate" (as hereinafter defined). Consent to one or
more such transfers or subleases shall not destroy or waive this provision, and
all subsequent transfers and subleases shall likewise be made only upon
obtaining the prior written consent of Landlord. Without limiting the foregoing
prohibition, in no event shall Tenant assign this Lease or any interest herein,
whether directly, indirectly or by operating of law, or sublet the Premises or
any part thereof or permit the use of the Premises or any part thereof by any
party (i) if the proposed assignee or subtenant is a party who would (or whose
use would) detract from the character of the Building as a first-class building,
such as, without limitation, a dental, medical or

14

chiropractic office or a governmental office, (ii) if the proposed
assignment or subletting shall be to a governmental subdivision or agency
or any person or entity who enjoys diplomatic or sovereign immunity, (iii)
if such proposed assignee or subtenant is an existing tenant of the
Building, or (iv) if such proposed assignment, subletting or use would
contravene any restrictive covenant (including without limitation any
exclusive use) granted to any other tenant of the Building. Sublessees or
transferees of the Premises for the balance of the Term shall become
directly liable to Landlord for all obligations of Tenant hereunder,
without relieving Tenant (or any guarantor of Tenant's obligations
hereunder) of any liability therefor, and Tenant shall remain obligated for
all liability to Landlord arising under this Lease during the entire
remaining Term including any extensions thereof, whether or not authorized
herein, unless such assignee assumes all liability hereunder and has a net
worth equal to or exceeding the aggregate net worth of Tenant and all other
parties then liable for the obligations of Tenant under this Lease. If
Tenant is a partnership, a withdrawal or change, whether voluntary,
involuntary or by operation of law, of partners owning a controlling
interest in Tenant shall be deemed a voluntary assignment of this Lease and
subject to the foregoing provisions; provided, however, if at least one of
the partners owning a controlling interest in Tenant both before and after
such withdrawal or change shall be a corporation (or any entity controlled
by a corporation) whose stock is publicly traded on a nationally recognized
securities exchange (including the NASDAQ over-the-counter market), then
such withdrawal or change shall not be deemed to be an assignment of this
Lease. If Tenant is a corporation, any dissolution, merger, consolidation
or other reorganization of Tenant, or the sale or transfer of a controlling
interest in the capital stock of Tenant, shall be deemed a voluntary
assignment of this Lease and subject to the foregoing provisions. The
preceding sentence shall not apply to, and Tenant shall not be in default
under this Paragraph 16(a) as a result of, an offering of voting stock to
the public pursuant to a registered securities offering, the transfer of
voting stock on a national securities exchange or through the NASDAQ
national market system, or the transfer of voting stock to Tenant's
employees pursuant to a bona fide employee stock ownership plan. If Tenant
shall be a corporation whose stock is publicly traded on a nationally
recognized securities exchange (including the NASDAQ over-the-counter
market), then any merger, consolidation or other similar reorganization of
Tenant, or the sale or transfer of a controlling interest in the voting
capital stock of Tenant shall not be deemed to be an assignment of this
Lease. In the event Landlord consents to an aggregate of three or more
assignments or subleases (in any combination), beginning with the third
such assignment or sublease, and continuing with respect to all subsequent
assignments and subleases, Tenant shall pay to

15

Landlord a fee to cover Landlord's reasonable accounting costs plus any legal
fees incurred by Landlord as a result of the assignment or sublease. Fifty
percent (50%) of any consideration, in excess of "Tenant's Out of Pocket Costs"
(as hereinafter defined), paid to Tenant by any assignee of this Lease (other
than a Tenant Affiliate) for its assignment, or by any sublessee (other than a
Tenant Affiliate) under or in connection with its sublease (when Landlord's
consent is required), or otherwise paid to Tenant by another party for use and
occupancy of the Premises or any portion thereof, shall be promptly remitted by
Tenant to Landlord as additional rent hereunder. "Tenant's Out of Pocket Costs"
shall mean all of Tenant's actual out-of-pocket costs associated with the
applicable assignment or subletting, including the Rent and other charges and
sums due and payable by Tenant under this Lease with respect to such space,
reasonable advertising costs, brokerage commissions, lease concessions,
improvement allowances, and legal fees. Where a portion of the Premises is
sublet, in calculating the profit from such sublease, the costs of Tenant
attributable to the sublet space but applicable to some larger portion of the
Premises shall be prorated on the basis of rentable areas determined according
to BOMA Standards. No assignment of this Lease consented to by Landlord shall be
effective unless and until Landlord shall receive an original assignment and
assumption agreement, in form and substance reasonably satisfactory to Landlord,
signed by Tenant and Tenant's proposed assignee, whereby the assignee assumes
due performance of this Lease to be done and performed for the balance of the
then remaining Term. No subletting of the Premises, or any part thereof, shall
be effective unless and until there shall have been delivered to Landlord an
agreement, in form and substance reasonably satisfactory to Landlord, signed by
Tenant and the proposed sublessee, whereby the sublessee acknowledges the right
of Landlord to continue or terminate any sublease, in Landlord's sole
discretion, upon termination of this Lease, and such sublessee agrees to
recognize and attorn to Landlord in the event that Landlord elects under such
circumstances to continue such sublease.

(b)  Any assignment of this Lease or any sublease of the Premises shall not
relieve Tenant of any of its obligations under this Lease.

(c)  Whenever Landlord's consent to an assignment or subletting is
required, Tenant shall submit to Landlord a written request for Landlord's
consent, which request shall include the name of the proposed assignee or
sublessee, and the basic business terms of the proposed assignment or
subletting. Landlord may, as a prior condition to considering any request for
consent to an assignment or sublease (when Landlord's consent is required),
require Tenant to obtain and submit current financial

16

statements of any proposed subtenant or assignee. Landlord's failure to respond
within ten (10) business days after receipt of Tenant's request and the
information required by this Paragraph 16(c) shall be deemed approval of the
proposed assignment or sublease.

(d)  The consent of Landlord need not be obtained if the assignment or
sublease is to any "Tenant Affiliate" (as hereinafter defined). Tenant shall
give Landlord written notice of any assignment to a Tenant Affiliate, including
the effective date of the assignment. Landlord acknowledges that the Premises
may be occupied by one or more Tenant Affiliates and their employees and that
such use of the Premises shall not be considered an assignment or sublease,
unless Tenant elects to treat it as such and provides Landlord with prompt
written notice thereof. For purposes hereof, "Tenant Affiliate" shall mean an
entity which owns, directly or indirectly, more than fifty percent (50%) of
Lucent Technologies Inc. or which is more than fifty percent (50%) owned,
directly or indirectly, by Lucent Technologies Inc. or an entity into which
Tenant is merged, provided that in the event of a merger, the surviving entity's
net worth exceeds that of Tenant at such time.

17.  Damage or Destruction.
--------------------- 

(a)  If the Premises are damaged by fire, other casualty, acts of God, or
the elements (a "Casualty"), this Lease shall not terminate and such damaged
portion of the Premises shall be repaired or rebuilt as set forth in Paragraph
17(b), unless this Lease is terminated as provided in this Paragraph 17(a). If
the Premises are (i) damaged to such an extent that repairs cannot, in
Landlord's judgment, be completed within one hundred eighty (180) days after the
date of the Casualty (if Landlord so determines that the repairs cannot be
completed within such one hundred eighty (180) day period, Landlord shall give
Tenant notice of such determination within forty-five (45) days after the date
of such Casualty), or (ii) damaged or destroyed as a result of a risk which is
not insured under standard fire insurance policies with extended coverage
endorsement, or (iii) damaged or destroyed during the last eighteen (18) months
of the Term, or if the Building is damaged in whole or in part (whether or not
the Premises are damaged), to such an extent that the Building cannot, in
Landlord's judgment, be operated economically as an integral unit, then and in
any such event Landlord may at its option terminate this Lease by notice in
writing to Tenant within forty-five (45) days after the date of such occurrence.
If the Premises are damaged to such an extent that repairs cannot, in Landlord's
judgment, be completed within one hundred eighty (180) days after the date of
the Casualty or if the Premises are substantially damaged during the last

17

eighteen (18) months of the Term, then in either such event Tenant may elect to
terminate this Lease by notice in writing to Landlord within forty-five (45)
days after the date of such occurrence. If the Lease is terminated pursuant to
this Paragraph 17(a), the termination shall be effective as of the date of the
Casualty and the Rent shall abate from that date, and any Rent paid for any
period beyond such date shall be refunded to Tenant.

(b)  If this Lease is not terminated as provided in Paragraph l7(a), then
Landlord shall, at its sole cost and expense, restore the Premises as speedily
as practical; provided, however, Landlord's obligation shall be limited to
restoration of the Premises substantially to the condition existing immediately
prior to the Casualty. During the restoration period, Fixed Rent and Additional
Rent shall not abate for any period the Premises are undergoing restoration or
repair. If the cost of performing such repairs exceeds the actual proceeds of
insurance paid or payable to Landlord on account of such Casualty, or if
Landlord's mortgagee or the lessor under a ground or underlying lease shall
require that any insurance proceeds from a casualty loss be paid to it, Landlord
may terminate this Lease unless Tenant, within forty-five (45) days after demand
therefor, deposits with Landlord a sum of money sufficient to pay the difference
between the cost of repair and the proceeds of the insurance available to
Landlord for such purpose.

(c)  If Landlord, subject to Force Majeure and subject to delays caused by
Tenant, does not restore the Premises as required in Paragraph 17(b) within the
time period therein set forth, Tenant may terminate this Lease at any time
thereafter [and Rent shall be accounted for as of the date of termination (as of
the date of the Casualty with respect to the damaged portion)], prior to the
date such restoration is substantially completed, provided (i) Tenant gives
Landlord not less than thirty (30) days' prior written notice, and (ii) Landlord
does not complete the restoration during such thirty (30) day period.

(d)  If the Modular Office Furniture set forth on Exhibit M shall be
---------         
destroyed by fire, other casualty, acts of God, or the elements during the Term
of this Lease, Tenant shall be required to replace such Modular Office Furniture
with modular office furniture of equal value as soon as reasonably practicable
using due diligence.

18.  Eminent Domain.
-------------- 

(a)  If there is a taking of all or any portion of the Property or the
Premises by right or threat of eminent domain or by private purchase in lieu
thereof (a "Taking"), this Lease 

18

shall terminate as to the part so taken as of the date of Taking, and, in the
case of a "Substantial Taking" (as hereinafter defined), either Landlord or
Tenant shall have the right to terminate this Lease as to the balance of the
Premises by written notice to the other within thirty (30) days after such date.
"Substantial Taking" shall mean either (i) that more than fifteen percent (15%)
of the Premises was taken, or (ii) that the portion of the Premises taken shall
be of such extent and nature as substantially to handicap, impede or impair
Tenant's use of the balance of the Premises and cannot be restored to a
condition suitable for Tenant's business needs within one hundred twenty (120)
days from the date of the Taking, or (iii) that more than fifteen percent (15%)
of the parking spaces for the Building were taken, unless within thirty (30)
days after the date of such Taking Landlord shall notify Tenant of its intention
to replace the parking spaces, and such replacement is provided within one
hundred fifty (150) days of such notice. If title to so much of the Building is
taken that a reasonable amount of reconstruction thereof will not in Landlord's
sole discretion result in the Building being a practical improvement and
reasonably suitable for use for the purpose for which it is designed, then this
Lease shall terminate on the date that the condemning authority actually takes
possession of the part so condemned or purchased. If this Lease is terminated
pursuant to this Paragraph 18(a), Rent shall be prorated and accounted for as of
the date of such termination.

(b) If there shall be a Taking which does not constitute a Substantial
Taking, this Lease shall not terminate but Landlord shall, at its sole cost and
expense, with due diligence, restore the Premises as speedily as practical;
provided, however, Landlord's obligation shall be limited to restoration of the
Premises substantially to the condition existing immediately prior to the
Taking.  During the restoration period, a just and proportionate part of the
Fixed Rent shall abate for the period during which the Premises or a portion
thereof are not suitable for Tenant's business needs.

(c) Tenant shall not be entitled to any part of the payment or award for a
Taking, provided that Tenant may file a claim for any loss of Tenant's Property;
moving expenses; or for damages for cessation or interruption of Tenant's
business, provided such claim will not diminish Landlord's recovery.  Subject to
the foregoing provisions of this subparagraph (c), Tenant hereby assigns to
Landlord any and all of its right, title and interest in or to any compensation
awarded or paid as a result of any such Taking.

(d) If Landlord, subject to Force Majeure and subject to delays caused by
Tenant, does not restore the Premises as 

19

required in Paragraph 18(b) within the time period therein set forth, Tenant may
terminate this Lease at any time thereafter [and Rent shall be accounted for as
of the date of termination (as of the date of the Taking with respect to the
portion taken)], prior to the date such restoration is substantially completed,
provided (i) Tenant gives Landlord not less than thirty (30) days' prior written
notice, and (ii) Landlord does not complete the restoration during such thirty
(30) day period.

19.  Insurance.
--------- 

(a)  Landlord shall maintain, at Tenant's sole cost and expense [and Tenant
shall reimburse Landlord such cost and expense within forty-five (45) days after
written demand therefor], during the Term, with solvent and responsible
companies having a rating from Best's Insurance Reports of not less than A-/X,
insurance covering the Property against loss or damage by fire and such other
risks as are from time to time included in a standard form of all-risk policy of
insurance available in the State of North Carolina.  Such coverage shall equal
one hundred percent (100%) of the replacement cost of the Building and any
parking facility, exclusive of excavation, footings and foundations, as such
replacement cost is determined from time to time by the insurance company (and
such insurance may provide for a $10,000.00 deductible, or such higher amount as
Tenant shall from time to time approve, which approval shall not be unreasonably
withheld, conditioned or delayed).  Notwithstanding the foregoing obligation of
Tenant to pay the cost of such insurance maintained by Landlord, in the event
Tenant reasonably believes that the cost of the insurance Landlord maintains
pursuant to this subparagraph (a) is above market or that Tenant can obtain
comparable insurance at a lower cost, Tenant, at its option and its sole cost
and expense, may obtain such comparable insurance subject to Landlord's
reasonable approval of the insurance carrier and the terms and conditions of the
coverage, including the deductible.

(b)  Landlord shall maintain, at Tenant's expense, during the Term, with
solvent and responsible companies having a rating from Best's Insurance Reports
of not less than A-/X, a policy or policies of commercial general liability
insurance insuring against the liability of Landlord arising out of the
maintenance, use and occupancy of the Property, with the limits of such policy
or policies to be in combined single limits for both damage to property and
personal injury and in amounts not less than Five Million Dollars
($5,000,000.00) for each occurrence.  Such insurance required herein shall be
issued by an insurance company licensed to do business in the State of North
Carolina.  Landlord, Landlord's partners, Landlord's agents, Landlord's managing
agent, any mortgagee of landlord, and any other party 

20

designated by Landlord shall be named as insureds under such policy.

(c)  Tenant shall maintain, at its expense, during the Term, with solvent
and responsible companies, a policy or policies of commercial general liability
insurance insuring against the liability of Tenant arising out of the
maintenance, use and occupancy of the Property, or occasioned by or arising out
of any construction work being done by Tenant or Tenant's contractors on the
Premises, or in any way occasioned by or arising out of the activities of
Tenant, its agents, contractors or employees in the Premises, or other portions
of the Building or the Property, and of Tenant's guests and licensees while they
are in the Premises, with the limits of such policy or policies to be in
combined single limits for both damage to property and bodily injury and in
amounts not less than Five Million Dollars ($5,000,000.00) for each occurrence.
Such insurance required herein shall be issued by an insurance company licensed
to do business in the State of North Carolina.  The per occurrence limit stated
above may be satisfied with any combination of primary and umbrella or excess
liability policies totaling the required limit of insurance.  Tenant shall name
Landlord, Landlord's managing agent, and any mortgagee of which Landlord has
advised Tenant, as additional insureds under such primary policy.

(d)  Tenant shall maintain, at its expense, during the Term a policy or
policies of all-risk insurance insuring the full replacement cost of its
furniture, equipment, supplies, and other property owned, leased, held or
possessed by it and contained in the Premises, and Tenant shall maintain such
worker's compensation insurance as is required by applicable law.

(e)  Tenant shall maintain, at its expense, during the Term, a policy or
policies of business interruption insurance for a period of twelve (12) months
after completion of any repairs or restoration required as a result of a
casualty, the period of business interruption insurance carried by Tenant not
being limited with respect to the period of time between the occurrence of the
casualty and completion of repairs or restoration.

(f)  All insurance policies procured and maintained by Tenant pursuant to
this Paragraph 19 shall name Landlord and any additional parties designated by
Landlord as additional insureds, shall be carried with companies licensed to do
business in the State of North Carolina having a rating from Best's Insurance
Reports of not less than A-/X, and shall not be subject to cancellation or
material change except after twenty (20) days' written notice to Landlord.
Notwithstanding the foregoing, Tenant is authorized to use its wholly-owned
captive insurance company, First Beacon Insurance Company, to maintain its
property 

21

insurance as outlined in Section 19(d) for as long as such company maintains a
rating from Best's Insurance Reports of not less than B++. Tenant represents
that First Beacon Insurance Company has a current rating from Best's Insurance
Reports of B++. Duly executed certificates of insurance with respect to such
policies have been delivered to Landlord prior to the date hereof and
certificates evidencing renewals of such policies shall be delivered to Landlord
prior to the expiration of each respective policy term.

(g) Landlord acknowledges that Tenant is or may be a self-insurer with
respect to all or a substantial portion of the risks commonly insured against
under liability insurance policies.  Notwithstanding any provisions of the Lease
to the contrary, so long as Tenant is Lucent Technologies Inc. or any Tenant
Affiliate, Lucent Technologies Inc. may, at its option, elect to either (i)
obtain and maintain liability insurance policies required of Tenant or (ii)
assume the risk contemplated by and otherwise required under liability insurance
policies pursuant to self-insurance programs of Lucent Technologies Inc.

(h) The policy or policies evidencing such insurance for Paragraphs
19(a), (b), (c),(d) and (e) shall provide that they may not be canceled or
amended without twenty (20) days' prior written notice being given to the party
for whose benefit such insurance has been obtained.  Prior to the Rental
Commencement Date, each party shall submit to the other insurance certificates
demonstrating that the required policies are in effect.

20. Subrogation and Waiver.
---------------------- 

To the full extent permitted by law, the parties waive all right of
recovery against the other for, and release each other and their respective
authorized representatives from, any claims for injury to any person or damage
to the Property that are caused by or result from risks insured against under
any fire, extended coverage, business interruption and loss of rents insurance
or self insurance carried or required to be carried by the party seeking
recovery.  Each party shall obtain, for each policy of insurance, a waiver by
the insurer of all right of subrogation against the other party for any loss or
damage within the scope of the insurance and each party to the extent permitted
by law, for itself and its insurer, waives all such insured claims against the
other party.  If such waiver or agreement shall not be, or shall cease to be,
obtainable without additional charge, any additional premium for such waiver
shall be paid by the primary insured.

22

21.  Indemnity.
--------- 

(a)  Tenant shall defend, indemnify and save harmless Landlord, its
affiliates, and their respective officers, directors, shareholders and partners,
against all claims, liabilities, losses, fines, penalties, damages, costs and
expenses (including without limitation reasonable attorneys' fees and other
costs of litigation) because of injury, including death, to any person, or
damage or loss of any kind to any property caused by any action or omission of
Tenant, or any of its employees, contractors, servants, agents, subtenants or
assignees, or of Tenant's invitees while such invitees are within the Premises
or the Building, or any failure on the part of Tenant to perform its obligations
under this Lease, except to the extent caused by the negligence or willful
misconduct of Landlord, or its employees, contractors, agents or
representatives.

(b)  Landlord shall defend, indemnify and save harmless Tenant, Tenant
Affiliates, and their respective officers, directors, shareholder and partners,
against all claims, liabilities, losses, fines, penalties, damages, costs and
expenses (including without limitation reasonable attorneys' fees and other
costs of litigation) because of injury, including death, to any person, or
damage or loss of any kind to any property caused by any action or omission of
Landlord, or any of its employees, contractors, servants or agents, or any
failure on the part of Landlord, to perform its obligations under this Lease,
except to the extent caused by the negligence or willful misconduct of Tenant,
or its employees, contractors, agents or representatives.

22.  Intentionally Omitted.
--------------------- 

23.  Subordination, Non-Disturbance and Attornment.
--------------------------------------------- 

Landlord may subordinate Tenant's interest in this Lease to the lien
of any mortgage or deed of trust which may now or hereafter be placed on the
Property.  Landlord shall obtain and deliver to Tenant from any present or
future mortgagee, trustee, fee owner, prime lessor or any person having an
interest in the Premises superior to this Lease (a "Superior Interest") a
written subordination, non-disturbance and attornment agreement ("SNDA") in
recordable form (and Tenant shall execute in recordable form and return to
Landlord such SNDA within fifteen (15) days after receipt by Tenant of such
SNDA), substantially in the form of Exhibit I attached hereto or in such other
---------                                 
commercially reasonable form as shall be agreed to by Tenant (which agreement

23

Tenant agrees not to unreasonably withhold, condition or delay), providing that
so long as Tenant performs all of the terms, covenants and conditions of this
Lease and agrees to attorn to the mortgagee, beneficiary of the deed of trust,
purchaser at a foreclosure sale, prime lessor or fee owner, Tenant's rights
under this Lease shall not be disturbed and shall remain in full force and
effect for the Term, except as set forth and agreed to by Tenant in such SNDA
(which agreement Tenant agrees not to unreasonably withhold, condition or delay;
provided, however, Tenant has agreed to the SNDA attached as Exhibit I), and
---------      
Tenant shall not be joined by the holder of any mortgage or deed of trust in any
action or proceeding to foreclose thereunder.  Landlord represents and warrants
that, as of the date hereof, the only Superior Interest to this Lease is set
forth on Exhibit J.
--------- 

24.  Landlord's Right of Entry.
------------------------- 

(a)  Landlord shall retain duplicate keys to all doors of the Premises
and Landlord and its agents, employees and independent contractors shall have
the right to enter the Premises at reasonable hours to inspect and examine same,
to make repairs, additions, alterations, and improvements, and to inspect the
Premises to ascertain that Tenant is complying with all of its covenants and
obligations hereunder; provided, however, that Landlord shall afford Tenant such
prior notification of an entry into the Premises as shall be reasonably
practicable under the circumstances, and, except in case of emergency, Landlord
shall enter only during Tenant's normal business hours (unless Tenant otherwise
consents to entry during other hours, which consent Tenant agrees not to
unreasonably withhold or delay).  Landlord shall be allowed to take into and
through the Premises any and all materials that may be required to make such
repairs, additions, alterations or improvements.  During such time as such work
is being carried on in or about the Premises, the Rent provided herein shall not
abate, and Tenant waives any claim or cause of action against Landlord for
damages by reason of interruption of Tenant's business or loss of profits
therefrom because of the prosecution of any such work or any part thereof.

(b)  During business hours and upon reasonable notice to Tenant,
Landlord may, during the Term, show the Premises to prospective purchasers and
mortgagees, and, during the six (6) months prior to expiration of this Lease, to
prospective tenants.

(c)  In exercising its rights under this Paragraph 24, Landlord shall
use reasonable and diligent efforts to minimize the disruption of the normal
operation of Tenant's business.  Landlord, and any third parties entering the
Premises at Landlord's invitation or request shall at all times strictly observe
any reasonable rules relating to security on the Premises 

24

which Tenant has provided to Landlord prior to such entry. Tenant shall have the
right, in its sole discretion, to designate a representative to accompany
Landlord, or any third parties, while they are on the Premises.

25.  Parking Facilities.
------------------ 

Tenant, its employees, agents, customers and visitors shall have the
right to use all parking facilities at the Building.  All parking shall be
provided at no cost to Tenant during the Term.  Landlord shall not make any
changes to the parking facilities at the Building that would result in parking
spaces (regular and, to the extent required by Legal Requirements, handicapped)
being less than four (4) spaces per each 1,000 rentable square feet in the
Building.

26.  Signs.
----- 

Tenant may retain its existing name and location on the bulletin board
or directory in the Building, and Tenant may place its customary number of names
in the Building directory.  Tenant shall be permitted to retain its name on the
exterior doors of the Building, the exterior of the Building, and the exterior
monument sign, all in accordance with Legal Requirement.  Tenant shall pay for
the cost of designing, purchasing, installing, maintaining and replacing any
signage under this Paragraph 26.  Any signage erected by Tenant (other than the
existing bulletin board or directory signage and the exterior Building and
monument signs) shall be subject to the prior approval of Landlord as to size,
materials and method of lighting and attachment, which approval shall not be
unreasonably withheld.  Tenant acknowledges that such signage must also comply
with, and may be replaced only if permitted by, Legal Requirements.

27.  Rules and Regulations.
--------------------- 

Tenant agrees to comply with all reasonable written rules and
regulations which Landlord may establish for the protection and welfare of
Tenant and the Building, provided that all such rules and regulations shall not
interfere with Tenant's use of the Premises.  Tenant shall be given a copy of
the rules at least ten (10) days before they become effective.  A copy of the
current rules and regulations are attached as Exhibit K.  In the event of a
---------                    
conflict between the rules and regulations, and the provisions of this Lease,
the provisions of this Lease shall prevail.

28.  Access.
------ 
25

For such period of time as Tenant has the right under this Lease to
occupy the Premises, subject to reasonable security procedures, Tenant shall
have full and unimpaired access to the Building and the Premises at all times,
and if access to a public road is via private roads or streets, Tenant shall
have the right to use such roads and streets for ingress and egress to the
Building and the Premises.

29.  Use of the Roof and Building Structure.
-------------------------------------- 

Tenant and Tenant Affiliates shall have the right to use a portion of
the roof of the Building and building structure for installation and use of one
or more microwave dishes or other communications radio antenna and associated
equipment ("Communication Equipment").  Tenant shall have no obligation to pay
Rent for such right, but Tenant shall, at its sole cost and expense, maintain
any Communication Equipment in good condition and repair, and comply with the
terms and conditions set forth on Exhibit L for use of the roof and building
---------                                 
structure.

30.  Tenant's Default; Rights and Remedies.
------------------------------------- 

(a) The occurrence of any one or more of the following matters
constitutes an "Event of Default" by Tenant under this Lease:

(i)  failure by Tenant to pay any installment of Rent or any
other charge or assessment against Tenant pursuant to the terms hereof within
five (5) days after receipt by Tenant of written notice of such failure to pay
on the due date; provided, however, such notice and such grace period shall be
required to be provided by Landlord and shall be accorded Tenant, if necessary,
only two times during any consecutive twelve (12) month period of the Term, and
an Event of Default shall be deemed to have immediately occurred upon the third
failure by Tenant to make a timely payment as aforesaid within any consecutive
twelve (12) month period of the Term;

(ii) failure by Tenant to observe or perform any other
covenant, agreement, condition or provision of this Lease, if such failure
continues for thirty (30) days after receipt of written notice from Landlord to
Tenant, provided, however, if such default is of a nature that it can be cured
and if Tenant in good faith commences to cure such default within such thirty
(30) day cure period, but due to the nature of such default it could not be
cured within such cure period after due diligence, no Event of Default shall be
deemed to have occurred at the end of the cure period if Tenant is then
diligently pursuing such cure to completion, and completes such cure as promptly
as reasonably possible under all the circumstances;

26

(iii) Tenant or any guarantor of this Lease shall make a general
assignment for the benefit of creditors, or shall admit in writing its inability
to pay its debts as they become due, or shall file a petition in bankruptcy, or
shall be adjudicated as bankrupt or insolvent, or shall file a petition in any
proceeding seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any present or future statute,
law or regulation, or shall file an answer admitting or fail timely to contest
the material allegations of a petition filed against it in any such proceeding;

(iv)  a proceeding is commenced against Tenant or any guarantor of
this Lease seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any present or future statute,
law or regulation, and such proceeding shall not have been dismissed within
forty-five (45) days after the commencement thereof;

(v)   a receiver or trustee shall be appointed for the Premises or for
all or substantially all of the assets of Tenant or of any guarantor of this
Lease;

(vi)  Tenant shall do or permit to be done anything which creates a
lien upon the Premises, the Property or Tenant's modular office furniture and
such lien is not removed or discharged by bond or otherwise within thirty (30)
days after written notice to Tenant of the filing thereof; or

(vii) Tenant shall assign this Lease or sublease the Premises, in
whole or in part, in contravention of the terms of Paragraph 16(a)(i) through
(iv) hereof.

(b) If an Event of Default by Tenant occurs,

(i)   Landlord may terminate this Lease, by giving Tenant written
notice of Landlord's election to do so, in which event the Term shall end, and
all right, title and interest of Tenant hereunder shall expire, and Tenant shall
surrender the Premises to Landlord, on the date stated in such notice, and if
Tenant fails to do so, Landlord may without prejudice to any other remedy which
it may have for possession or arrearages in Rent, enter upon and take possession
of the Premises and expel or remove Tenant and any other person who may be
occupying the Premises or any part thereof, by lawful force, if necessary,
without being liable for prosecution or any claim of damages therefor; or

27

(ii)  Landlord, without notice or demand, may terminate the right of
Tenant to possession of the Premises without terminating the Lease and if
Landlord so terminates Tenant's right of possession, Landlord may enter upon and
take possession of the Premises and expel or remove Tenant and any other person
who may be occupying the Premises or any part thereof, by entry (including the
use of lawful force, if necessary), dispossessory suit or otherwise, without
thereby releasing Tenant from any liability hereunder, without terminating this
Lease, and without being liable for prosecution or any claim of damages therefor
and, if Landlord so elects, make such alterations, redecorations and repairs as,
in Landlord's judgment, may be necessary to relet the Premises, and Landlord may
relet the Premises or any portion thereof in Landlord's or Tenant's name, but
for the account of Tenant, for such term or terms (which may be for a term
extending beyond the Term) and at such rental or rentals and upon such other
terms and conditions, which may include without limitation concessions and free
rent periods, as Landlord may reasonably deem advisable, with or without
advertisement, and by private negotiations, and receive the rent therefor; or

(iii) enter upon the Premises without being liable for prosecution or
any claim of damages therefor, and do whatever Tenant is obligated to do under
the terms of this Lease; and Tenant agrees to reimburse Landlord on demand for
any expenses including, without limitation, reasonable attorneys' fees which
Landlord may incur in thus effecting compliance with Tenant's obligations under
this Lease and Tenant further agrees that Landlord shall not be liable for any
damages resulting to Tenant from such action, whether caused by negligence of
Landlord or otherwise.

(c)  If Landlord shall reenter the Premises and take possession from Tenant
without terminating this Lease, provided that Tenant has vacated the Premises
and is not contesting Landlord's right to the possession of the Premises,
Landlord will use reasonable efforts to relet the Premises and thereby mitigate
the damages which Landlord shall incur. Tenant hereby agrees that Landlord's
agreement to use reasonable efforts to relet the Premises in order to mitigate
its damages shall not be deemed to impose upon Landlord an obligation to relet
the Premises (i) for any purpose other than use permitted under this Lease or
(ii) to any tenant who is not financially capable of performing the duties and
obligations imposed on such tenant under the applicable lease, or (iii) to
prefer the Premises over any other space available in the Building.

(d)  If an Event of Default by Tenant or any person claiming through or
under Tenant of any of the terms of this Lease should occur, Landlord shall be
entitled to seek to enjoin such default

28

and shall have the right to invoke any right allowed at law or in equity, by
statute or otherwise, as if re-entry, summary proceedings or other specific
remedies were not provided for in this Lease, except that Landlord shall not
have any right to place a lien on any of Tenant's Property and Landlord
expressly waives and releases any right to obtain such lien.

(e) Should Landlord terminate Tenant's rights to possession without
terminating this Lease,

(i)   Tenant shall pay to Landlord all Rent to the date upon which
Tenant's right to possession under this Lease shall have been terminated; and

(ii)  Tenant shall be liable for and shall pay to Landlord, as
damages, any deficiency between (A) all Rent reserved hereunder, and (B) the net
amount, if any, of rents ("Net Rent") collected by Landlord under any reletting
effected pursuant to the provisions of this Paragraph 30 for any period after
termination of Tenant's right to possession, after first deducting from the
rents collected under any such reletting all of Landlord's expenses in
connection with Landlord's reentry, such reletting, and the termination of
Tenant's right to possession, including without limitation all repossession
costs, brokerage commissions, lease assumptions, legal expenses, alteration
costs and other expenses of preparing the Premises for such reletting (such
expenses being referred to as the "Reletting Expenses").  Such deficiency shall
be paid in monthly installments by Tenant on the days specified in this Lease
for the payment of installments of Fixed Rent.  Landlord shall be entitled to
recover from Tenant each monthly deficiency as the same shall arise and no suit
to collect the amount of the deficiency for any month shall prejudice Landlord's
right to collect the deficiency for any prior or subsequent month by a similar
proceeding or otherwise.  A suit or suits for the recovery of such deficiencies
may be brought by Landlord from time to time at its election.  Tenant shall be
liable for the Reletting Expenses.  In no event shall Tenant be entitled to any
Net Rent received by Landlord.

(f) Whether or not Landlord shall have collected any monthly
deficiencies as provided in Paragraph 30(e), in the event Landlord at any time
terminates this Lease as a result of the occurrence of an Event of Default by
Tenant, Landlord shall be entitled to recover from Tenant, and Tenant shall pay
Landlord, on demand, as liquidated damages for Tenant's failure to comply with
the terms and provisions of this Lease (Landlord and Tenant agreeing that
Landlord's actual damages in such event are impossible to ascertain and that the
amount set forth below is a reasonable estimate thereof) and not as a penalty, a
sum equal to 

29

(v) the amount of Rent and other charges and assessments due and payable through
the date of termination of this Lease, plus (w) the cost (including, without
limitation, court costs and attorneys' fees) of recovering possession of the
Premises, plus (x) the cost of any alteration or redecoration of or repair to
the Premises which Landlord in good faith believes is necessary or proper to
prepare the same for reletting, plus (y) the amount by which (A) the entire
amount of Rent and other charges and assessments which in Landlord's reasonable
determination would have become due and payable to Landlord for the period
ending on the Expiration Date and beginning on the date of termination of this
Lease, exceeds (B) an amount equal to the then fair and reasonable rental value
of the Premises for the same period, both amounts discounted to present value at
the "Discount Rate" published in The Wall Street Journal at the time of
determination. If, before presentation of proof of such liquidated damages to
any court, commission or tribunal, the Premises or any part thereof shall have
been relet by Landlord for a period which but for the termination of this Lease
would have constituted all or any part of the unexpired portion of the Term, the
amount of rent upon such reletting (after giving due consideration to all
concessions such as but not limited to free rent and improvement allowances)
shall be deemed, prima facie, to be the fair and reasonable rental value for the
part or the whole of the Premises (as the case may be) so relet during the term
of such reletting, but shall not have any evidentiary effect with respect to the
fair and reasonable rental value of any other portion of the Premises or with
respect to the fair and reasonable rental value of the Premises or any portion
thereof for the period which but for the termination of this Lease would have
constituted the unexpired portion of the Term other than the term of such
reletting. Upon the acceleration of such amounts, Tenant agrees to pay the same
at once, together with all Rent and other charges and assessments theretofore
due, at Landlord's address as provided herein.

(g) In no event shall Tenant be entitled (A) to receive any excess of
any Net Rent over the sums payable by Tenant to Landlord hereunder or (B) in any
suit for the collection of damages pursuant to this Paragraph 30 to a credit in
respect of any Net Rent [except as provided in Paragraph 30(e)(ii)].  Should the
Premises or any part thereof be relet in combination with other space, then
proper apportionment on a square foot area basis (unless Landlord reasonably
determines that another method of allocation of such expenses is proper) shall
be made of the rent received from such reletting and the expenses of reletting.

(h) If Landlord spends any money to cure such Event of Default by
Tenant, then Landlord shall also be entitled to interest on such expenditure at
the Interest Rate.

30

(i) Nothing contained herein shall be construed as limiting or
precluding the recovery by Landlord from Tenant of any sums or damages to which,
in addition to the damages particularly provided above, Landlord may lawfully be
entitled by reason of any default hereunder on the part of Tenant.

(j) Pursuit by Landlord of any of the foregoing remedies shall not
preclude pursuit of any other remedy herein provided or any other remedy
provided by law or at equity, nor shall pursuit by Landlord of any remedy herein
provided constitute an election of remedies thereby excluding the later election
of an alternate remedy, or a forfeiture or waiver of any Rent or other charges
and assessments payable by Tenant and due to Landlord hereunder or of any
damages accruing to Landlord by reason of violation of any of the terms,
covenants, warranties and provisions herein contained.  No reentry or taking
possession of the Premises by Landlord or any other action taken by or on behalf
of Landlord shall be construed to be an acceptance of a surrender of this Lease
or the Premises or an election by Landlord to terminate this Lease unless
written notice of such intention is given to Tenant.  Forbearance by Landlord to
enforce one or more of the remedies herein provided upon an Event of Default
shall not be deemed or construed to constitute a waiver of such Event of
Default.  In determining the amount of loss or damage which Landlord may suffer
by reason of termination of this Lease or the deficiency arising by reason of
any reletting of the Premises by Landlord as above provided, allowance shall be
made for the expense of repossession.  Tenant agrees to pay to Landlord all
costs and expenses incurred by Landlord in the enforcement of this Lease,
including, without limitation, the fees of Landlord's attorneys as provided in
Paragraph 37 hereof.

31.  Landlord's Default; Rights and Remedies.
--------------------------------------- 

(a)  The occurrence of the following constitutes an "Event of Default"
by Landlord under this Lease:

failure by Landlord to observe or perform any covenant,
agreement, condition or provision of this Lease which materially
affects the use or tenantability of the Premises, if such failure
shall continue for thirty (30) days after receipt of written notice
from Tenant to Landlord (and any mortgagee of Landlord the address for
which Landlord has provided in a written notice to Tenant) specifying
such failure, provided, however, if such default is of a nature that
it can be cured and if Landlord in good faith commences to cure such
default within such thirty (30) day cure period, but due to the nature
of such default it could not be cured within such cure period after
due diligence, no Event of

31

Default shall be deemed to have occurred at the end of the cure period
if Landlord is then diligently pursuing such cure to completion, and
completes such cure as promptly as reasonably possible under all the
circumstances.

(b) If an Event of Default by Landlord occurs, Tenant shall have the
right, but not the obligation, to spend any monies to cure such Event of
Default.  If Tenant spends any money to cure such Event of Default by Landlord,
then Tenant shall also be entitled to interest on such expenditure at the
Interest Rate.

(c) If an Event of Default by Landlord occurs, Tenant shall have the
right to invoice Landlord the cost and expenses incurred by Tenant in connection
with curing such Event of Default, and Landlord shall reimburse Tenant within
thirty (30) days following receipt of such invoice.  If Landlord shall fail to
reimburse Tenant for such cost and expenses within such thirty (30) day period,
Tenant shall have the right to deduct such cost and expenses from Fixed Rental
thereafter due hereunder, provided, however, that in the event Landlord notifies
Tenant that it disputes the existence of any such Event of Default, during the
pendency of such dispute, Tenant may pay the amount in dispute to an independent
escrow agent of its choice to be held by the agent pending resolution of the
dispute.  Tenant shall not be deemed to be in default hereunder by reason of
such payment until the dispute is resolved in favor of Landlord and Tenant fails
to cause the agent to pay the amount determined to be payable to Landlord within
ten (10) days after Tenant is notified of the determination. Tenant and Landlord
shall negotiate in good faith to resolve the dispute by agreement.

32.  Holding Over.
------------ 

Should Tenant remain in possession of the Premises after the
expiration of this Lease, unless Landlord and Tenant have entered into a written
agreement to the contrary, Tenant shall become a tenant from month to month,
terminable as of the last day of any calendar month by either party upon at
least thirty (30) days' prior written notice to the other and there shall be no
renewal of this Lease by operation of law; provided, however, that in the event
of the giving of such notice of termination by Landlord, should Tenant remain in
possession of the Premises after the date of termination of such month to month
tenancy, Tenant shall become a tenant-at-sufferance as of the date of such
termination, and there shall be no renewal of this Lease or of such month to
month tenancy by this Paragraph or by operation of law.  During the period of
any such holding over, all provisions of this Lease shall be and remain in
effect except that the daily rental shall be calculated based on a monthly
rental equal to one hundred twenty-five percent (125%) of the amount of Rent
(including any 

32

adjustments as provided herein) payable for the last full calendar month of the
Term including renewals or extensions for the first three (3) months of any such
holding over and one hundred fifty percent (150%) thereafter. The inclusion of
the preceding sentences in this Lease shall not be construed as Landlord's
consent for Tenant to hold over. Notwithstanding the foregoing provisions of
this Paragraph 32 to the contrary, in the event of any conflict between the
terms and provisions of this Paragraph 32 and the terms and provisions of
Paragraph 30, the terms and provisions of Paragraph 30 shall control for all
purposes.

33.  Quiet Enjoyment.
--------------- 

Landlord covenants that if and for so long as Tenant pays the Rent and
performs the covenants and conditions hereof, Tenant shall peaceably and quietly
have, hold and enjoy the Premises for the Term, without hindrance, claim or
molestation by Landlord or any other person lawfully claiming under Landlord.

34.  Mutual Representation of Authority.
---------------------------------- 

(a) Landlord and Tenant represent and warrant to each other that they
have full right, power and authority to enter into this Lease without the
consent or approval of any other entity or person and each party makes these
representations knowing that the other party will rely thereon.

(b) The signatories on behalf of Landlord and Tenant further represent
and warrant that each has full right, power and authority to act for and on
behalf of Landlord and Tenant in entering into this Lease.

35.  Landlord's Claims.
----------------- 

Any "Surrender Claims" (as hereinafter defined) by Landlord must be
presented in writing by Landlord to Tenant within one hundred twenty (120) days
after expiration or termination of this Lease or shall be deemed irrevocably
waived.  "Surrender Claims" shall mean claims to the extent the same arise
solely out of the failure of Tenant to surrender the Premises in the condition
required by Paragraph 51 or to maintain and repair the Premises as required by
Paragraph 11.  Surrender Claims do not include, inter alia, claims arising under
or pursuant to Paragraph 10.  The foregoing provisions of this Paragraph shall
not apply in the event this Lease is terminated by Landlord as a result of an
Event of Default by Tenant.

33

36.  Real Estate Brokers.
------------------- 

(a)  Tenant represents that Tenant has dealt directly with and only
with CB Richard Ellis, Inc. (the "Listed Broker"), in connection with this Lease
and, except for Landlord's breach of Paragraph 36(b), agrees to defend,
indemnify and save harmless Landlord against all claims, liabilities, losses,
damages, costs and expenses (including without limitation reasonable attorneys'
fees and other costs of defense) arising from Tenant's breach of this
representation or as a result of any claim for any fee, commission or similar
compensation with respect to this Lease made by any broker, agent or finder
(including Listed Broker) claiming to have dealt with Tenant.

(b)  Except for Tenant's breach of Paragraph 36(a), Landlord hereby
agrees to defend, indemnify and save harmless Tenant against all claims,
liabilities, losses, damages, costs and expenses (including without limitation
reasonable attorneys' fees and other costs of defense) arising from the claims
or demands of any brokers or finders who represented Landlord, whether or not
disclosed, with respect to this Lease, for any commission alleged to be due any
such brokers or finders in connection with this Lease or the transactions
contemplated hereby, including ADEVCO Realty Group, LLC and First Fidelity
Investments Corporation ("Landlord's Brokers").

(c)  Tenant shall cause Listing Broker to execute a lien waiver to and
for the benefit of Landlord, waiving any and all lien rights with respect to the
Building, the Property and the Land which such agent or broker has or might have
under North Carolina law.  Landlord shall cause Landlord's Brokers to execute a
lien waiver to and for the benefit of Landlord and Tenant, waiving any and all
lien rights with respect to the Building, the Property and the Land which such
agent or broker has or might have under North Carolina law.

37.  Attorneys' Fees.
--------------- 

In the event Landlord or Tenant defaults in the performance of any of
the terms, agreements or conditions contained in this Lease and the non-
defaulting party places the enforcement of this Lease, or any part thereof, or
the collection of any Rent due or to become due hereunder, or recovery of the
possession of the Premises, in the hands of an attorney, or files suit upon the
same, and should such non-defaulting party prevail in such suit (and any and all
appeal periods, as provided by law, with respect thereto have expired with no
appeal having been filed; or if filed, rejected or terminated finally and
conclusively in favor of the non-defaulting party), the defaulting party, to the
extent permitted by applicable law, agrees to pay the non-defaulting 

34

party all reasonable attorney's fees actually incurred by the non-defaulting
party.

38.  Estoppel Certificate.
-------------------- 

(a)  Tenant agrees, upon not less than fifteen (15) days' prior
written request by Landlord, to deliver to Landlord a statement in writing
signed by Tenant, addressed to Landlord, any mortgagee or assignee of Landlord's
interest in, or purchaser of, the Premises or the Building or the Property or
any part thereof, certifying (i) that this Lease is unmodified and in full force
and effect (or if there have been modifications, identifying the modifications
and certifying that the Lease is in full force and effect as modified); (ii) the
date upon which Tenant began paying Fixed Rent and the dates to which the Fixed
Rent has been paid; (iii) that, to the best of Tenant's knowledge, Landlord is
not in default under any provision of this Lease, or, if in default, the nature
thereof; (iv) that there has been no prepayment of Fixed Rent other than that
provided for in this Lease; and (v) that there are no defenses or offsets
against the enforcement of this Lease or stating those claimed by Tenant. Such
certificate shall also include such other factual information as may reasonably
be required by such mortgagee, proposed mortgagee, assignee, purchaser or
Landlord. Any such certificate may be relied upon by Landlord, any mortgagee,
proposed mortgagee, assignee, purchaser and any other party to whom such
certificate is addressed. The estoppel certificate may contain the following:
"Notwithstanding any other provision of this Estoppel Certificate to the
contrary, nothing herein shall be construed as a waiver of (i) any right which
Tenant may have to audit any payments made under the Lease, (ii) any right to
claim that any such payments were not properly charged or calculated in
accordance with the Lease, or (iii) any right to recover from the applicable
present, former or future landlord (including Landlord) any such payments made
to such landlord which were in excess of the amount properly due under the
Lease."

(b) Landlord, upon not less than ten (10) days' prior written request
from Tenant, shall furnish a statement in writing to Tenant certifying (a) that
this Lease is unmodified and in full force and effect (or if there have been
modifications, that this Lease is in full force and effect as modified, and
stating the modifications), (b) the dates to which Rent payable by Tenant
hereunder have been paid, and (c) whether or not, to the knowledge of Landlord,
a default or Event of Default by Tenant has occurred under this Lease which has
not been cured (and if so, specifying the same).

35

39.  Recordable Memorandum.
--------------------- 

Landlord and Tenant agree not to record this Lease, but each party agrees,
upon request by the other, to execute a memorandum of this Lease in recordable
form and in compliance with applicable law, with a description of the Premises,
the term of this Lease and any other portions hereof, excepting the rental
provisions, as either party may reasonably request. Any and all recording costs
required in connection with the recording of such Memorandum of Lease shall be
paid by the party requesting recordation.

40.  Options to Extend.
----------------- 

(a)  Landlord hereby grants to Tenant the exclusive and irrevocable option
to extend the Term for three (3) additional periods (each such additional period
being an "Extended Term") of five (5) year(s) each by giving Landlord written
notice at least twelve (12) months prior to the Expiration Date of the Primary
Term or the then applicable Extended Term. Tenant shall have the right to
exercise these options to extend provided that on the date of such exercise no
Event of Default by Tenant then exists under this Lease and there then exists no
uncured default by Tenant with respect to which Landlord has given written
notice to Tenant pursuant to the provisions of Paragraph 30 hereof.

(b)  Each Extended Term shall be on the terms, covenants and conditions of
this Lease then applicable, except that the Fixed Rent for each Extended Term
shall be the "Fair Market Rent" (as hereinafter defined) and except that after
the exercise of the option for the first Extended Term, Tenant shall have only
two (2) options to extend and after the exercise of the option for the second
Extended Term, Tenant shall have only one (1) option to extend, and after the
exercise of the option for the third Extended Term, Tenant shall have no further
options to extend the Term.  "Fair Market Rent" shall mean (i) the annual
effective rental rate per square foot of rentable floor area then being charged
by landlords under new leases of office space in the metropolitan Cary, North
Carolina, market for space similar to the Premises in a building of comparable
quality and with comparable parking and other amenities, taking into account
concessions offered to new tenants such as free rent, tenant improvement
allowances, moving allowances and other such concessions, and taking into
account Tenant's repair and maintenance obligations under this Lease and the
Taxes and expenses Tenant is obligated to pay under this Lease; (ii) the amount
of space and length of term taken by the tenant; and (iii) the credit worthiness
and quality of the tenant.  The fair market value of Tenant's modular office
furniture shall 

36

specifically be excluded from the definition of "Fair Market Rent" set forth
above in this Paragraph 40.

(c)  On or before the date thirteen (13) months prior to the Expiration
Date of the Primary Term or the then applicable Extended Term, but in no event
more than sixteen (16) months prior to the Expiration Date of the Primary Term
or the then applicable Extended Term, Landlord will advise Tenant of Landlord's
determination of Fair Market Rent for the applicable Extended Term. If Tenant
exercises its option to extend, and Landlord and Tenant cannot agree on the Fair
Market Rate for the Extended Term within thirty (30) days after Tenant exercises
its option to extend, then within forty-five (45) days after Tenant exercises
its option to extend, Landlord and Tenant shall each appoint one (1) "Qualified
Real Estate Appraiser" (as hereinafter defined). Those two (2) Qualified Real
Estate Appraisers shall promptly appoint a third (3rd) Qualified Real Estate
Appraiser. If such Qualified Real Estate Appraisers fail to appoint such third
(3rd) Qualified Real Estate Appraiser within ten (10) business days after notice
of their appointment, then either Landlord or Tenant, upon written notice to the
other, may request the appointment of a third (3rd) appraiser by the then
President of the Board of Realtors in the Cary, North Carolina area or any then
similar existing body. Each appraiser so appointed shall independently make
appraisals of the Fair Market Rent for the applicable Extended Term. Except as
hereinafter provided, the Fair Market Rent for the applicable Extended Term
shall be the average of the three (3) appraisals of the Fair Market Rent;
provided, however, if the determination of the Fair Market Rent of one (1)
Qualified Real Estate Appraiser is disparate from the median of all three (3)
determinations of Fair Market Rent by more than twice the amount by which the
other determination is disparate from the median, then the determination of such
Qualified Real Estate Appraiser shall be excluded, the remaining two (2)
determinations shall be averaged and such average shall be binding and
conclusive on Landlord and Tenant. If, after notice by either Landlord or Tenant
of the appointment of a Qualified Real Estate Appraiser by the party giving such
notice, the other party to whom such notice is given shall fail, within a period
of ten (10) business days after such notice, to appoint a Qualified Real Estate
Appraiser, then the Qualified Real Estate Appraiser so appointed by the party
giving notice shall have the power to proceed as sole Qualified Real Estate
Appraiser to determine the Fair Market Rent for the applicable Extended Term.
Landlord shall pay the fees and expenses of the person appointed by Landlord as
a Qualified Real Estate Appraiser hereunder, and Tenant shall pay the fees and
expenses of the person appointed by Tenant as a Qualified Real Estate Appraiser
hereunder. Landlord and Tenant shall each pay one-half (1/2) of the fees and
expenses 

37

of the third (3rd) Qualified Real Estate Appraiser appointed pursuant to the
provisions of this Paragraph.

(d)  As used in this Paragraph, the term "Qualified Real Estate Appraiser"
shall mean a member of the American Institute of Real Estate Appraisers (or
successor organization) having at least ten (10) years experience in appraisal
of office buildings and office rental rates in the metropolitan Cary, North
Carolina area.

(e)  Tenant may not assign the options to extend under this Paragraph 40 to
any subtenant of the Premises or any assignee of this Lease other than an
"Affiliate" nor may any such subtenant or assignee other than an Affiliate
exercise the options to extend.

41.  Intentionally Omitted.
--------------------- 

42.  Confidentiality.
--------------- 

Except as hereinafter provided in this Paragraph 42, Landlord shall not
make, nor shall it authorize any broker to make, any public announcement or
press release concerning this transaction unless it has received Tenant's
written consent, which will not be unreasonably withheld or delayed.
Notwithstanding the foregoing, Tenant acknowledges and agrees that Landlord and
any affiliate of Landlord shall have the right to disclose this transaction,
this Lease and the identity of Tenant to the Securities and Exchange Commission
and to current, future and potential investors (and their representatives) in
such entities.

43.  Governing Law.
------------- 

This Lease shall be construed and interpreted in accordance with the laws
of the state where the Premises are located, except for its conflict of law
rules.

44.  Notices.
------- 

Any notice by either party to the other shall be in writing and shall be
deemed to be duly given only if delivered personally or by courier or sent by
registered or certified mail return receipt requested postage prepaid, or
recognized overnight delivery service (such as but not limited to Federal
Express, United Parcel Service, Airborne or DHL), to the following:

If to Tenant:       Lucent Technologies Inc.
475 South Street
Morristown, New Jersey 07962

38

Attn:  Lease Administration

with a copy to:

(a)  Lucent Technologies Inc.
475 South Street
Morristown, New Jersey 07962
Attn: Corporate Counsel - Real Estate

(b)  Michael W. Charles, II
Real Estate Transactions Manager
Lucent Technologies Inc.
2400 SW 145th Avenue, Room IS-021
Miramar, Florida 33027

If to Landlord:

Wells Operating Partnership, L.P.
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
Attn: Leo F. Wells, III

with a copy to:

Troutman Sanders LLP
Suite 5200
600 Peachtree Street
Atlanta, Georgia 30308-2216
Attn: John W. Griffin or Managing Partner

or at such other address in the United States as Landlord or Tenant may from
time to time designate by like notice.

Notice shall be deemed to have been given on the date received, if delivered
personally or by courier or overnight delivery service, or, if mailed, three (3)
business days after the date postmarked.  Rejection or other refusal to accept
or inability to deliver because of changed address of which no notice was given
shall be deemed to be receipt of such notice.

45.  Intentionally Omitted.
--------------------- 

46.  Counterparts.
------------ 

This Lease may be signed in counterparts and each such counterpart shall be
deemed to be an original, but all of which shall constitute one instrument.  Any
signature, witness's signature, or both, appearing on a counterpart of this
Lease shall be deemed to appear on all other counterparts of this 

39

Lease. The executed signature pages of any counterpart hereof may be appended or
attached to any other counterpart hereof; and, provided that all parties hereto
shall have executed a counterpart hereof, this Lease shall be valid and binding
upon the parties notwithstanding the fact that the execution of all parties may
not be reflected upon any one single counterpart. This Lease shall only be and
become effective upon its unconditional delivery by and between the parties
hereto.

47.  Entire Agreement.
---------------- 

This Lease constitutes the entire agreement between the parties, there
being no other terms, oral or written, except as herein expressed. No
modification of this Lease shall be binding on the parties unless it is in
writing and signed by both parties hereto.

48.  Miscellaneous.
------------- 

(a)  Time is of the essence of this Lease.

(b)  All personal property brought into the Premises by Tenant, or Tenant's
employees or business visitors, shall be at the risk of Tenant only, and
Landlord shall not be liable for theft thereof or any damage thereto occasioned
by any act of co-tenants, occupants, invitees or other users of the Building or
any other person, unless such theft or damage is the result of the act of
Landlord or its employees and Landlord is not relieved therefrom by Paragraph 20
hereof.  Unless caused by the negligence or willful misconduct of Landlord or
its employees and Landlord is not relieved therefrom by Paragraph 20 hereof,
Landlord shall not at any time be liable for damage to any property in or upon
the Premises which results from power surges or other deviations from the
constancy of the electrical service or from gas, smoke, water, rain, ice or snow
which issues or leaks from or forms upon any part of the Building or from the
pipes or plumbing work of the same, or from any other place whatsoever.

(c)  All personal pronouns used in this Lease, whether used in the
masculine, feminine or neuter gender, shall include all genders, the singular
shall include the plural and vice versa.  The headings inserted at the beginning
of each Paragraph are for convenience only and do not add to or subtract from
the meaning of the contents of each Paragraph.  No provision of this Lease shall
be construed against or interpreted to the disadvantage of either Tenant or
Landlord by any court, judicial or other governmental authority by reason of
such party's having been deemed to have structured, written, drafted or dictated
such provision.

40

(d)  In the event of strike, lockout, labor trouble, civil commotion, act
of God, or any other cause beyond a party's control (collectively "Force
Majeure") resulting in Landlord's inability to supply the services or perform
the other obligations required of Landlord hereunder, this Lease shall not
terminate and Tenant's obligation to pay Rent and all other charges and sums due
and payable by Tenant shall not be affected or excused and Landlord shall not be
considered to be in default under this Lease. If, as a result of Force Majeure,
Tenant is delayed in performing any of its obligations under this Lease, other
than Tenant's obligations to pay Rent and all other charges and sums payable by
Tenant hereunder, Tenant's performance shall be excused for a period equal to
such delay and Tenant shall not during such period be considered to be in
default under this Lease with respect to the obligation, performance of which
has thus been delayed.

(e)  Landlord shall have no personal liability with respect to any of the
provisions of this Lease. If Landlord is in default with respect to its
obligations under this Lease, Tenant shall look for satisfaction of Tenant's
remedies, if any, solely to the equity of Landlord in and to the Property and to
the proceeds of Landlord's insurance policy or policies actually paid to
Landlord and not applied by Landlord to the applicable claim or to the
restoration of the Building as required by the terms of this Lease (unless same
are not so applied because such proceeds are required by the holder of a
mortgage to be paid to it to reduce the debt secured by such mortgage). It is
expressly understood and agreed that Landlord's liability under the terms of
this Lease shall in no event exceed the amount of its interest in and to the
Property and the aforedescribed proceeds of insurance. In no event shall any
partner of Landlord nor any joint venturer in Landlord, nor any officer,
director or shareholder of Landlord or any such partner or joint venturer of
Landlord be personally liable with respect to any of the provisions of this
Lease.

(f)  If any clause or provision of this Lease is illegal, invalid or
unenforceable under present or future laws, the remainder of this Lease shall
not be affected thereby, and in lieu of each clause or provision of this Lease
which is illegal, invalid or unenforceable, there shall be added as a part of
this Lease a clause or provision as nearly identical to the said clause or
provision as may be legal, valid and enforceable.

(g)  No failure of Landlord to exercise any power given Landlord hereunder,
or to insist upon strict compliance by Tenant with any obligation of Tenant
hereunder, and no custom or practice of the parties at variance with the terms
hereof, shall constitute a waiver of Landlord's right to demand exact compliance
with the terms hereof.  No failure of Tenant to exercise any power given Tenant
hereunder, or to insist upon strict compliance by Landlord 

41

with any obligation of Landlord hereunder, and no custom or practice of the
parties at variance with the terms hereof, shall constitute a waiver of Tenant's
right to demand exact compliance with the terms hereof.

49.  Intentionally Omitted.
--------------------- 

50.  Intentionally Omitted.
--------------------- 

51.  Surrender.
--------- 

(a)  Upon the expiration or other termination of this Lease, Tenant shall
quit and surrender to Landlord the Premises and every part thereof and all
alterations, additions and improvements thereto, broom clean and in good
condition and state of repair, reasonable wear and tear only excepted.  Tenant
shall remove all of Tenant's Property from the Premises (with the exception of
Tenant's modular office furniture more particularly described on Exhibit M
attached hereto and incorporated herein by reference, which may only be removed
from the Premises by Tenant in accordance with the provisions of subparagraph
(b) below), and Tenant shall restore the Premises to the condition immediately
preceding the time of placement thereof.  If Tenant shall fail or refuse to
remove all of Tenant's Property from the Premises upon the expiration or
termination of this Lease for any cause whatsoever or upon Tenant being
dispossessed by process of law or otherwise, Tenant's Property shall be deemed
conclusively to be abandoned and may be appropriated, sold, stored, destroyed or
otherwise disposed of by Landlord without obligation to account for Tenant's
Property.  Tenant shall pay Landlord on demand any and all expenses incurred by
Landlord in the removal of Tenant's Property, including, without limitation, the
cost of repairing any damage to the Building or Property caused by the removal
of Tenant's Property and storage charges (if Landlord elects to store Tenant's
Property).  The covenants and conditions of this Paragraph 51 shall survive any
expiration or termination of this Lease.

(b)  Notwithstanding Tenant's general right to remove its Personal Property
from the Premises upon the expiration or other termination of this Lease, Tenant
shall only be permitted to remove (and, notwithstanding anything in this Lease
to the contrary, Landlord may not require Tenant to remove) the modular office
furniture contained on the Premises in the event that Tenant exercises all
extension options granted under this Lease and that, as of the expiration of the
third Extended Term, there is no uncured Event of Default under this Lease. In
the event Tenant does not extend the Term of this Lease as provided in the
preceding sentence or in the event of an uncured Event of Default, title to the
modular office furniture shall 

42

automatically pass to Landlord free and clear of any lien or security interest;
provided, however, Landlord agrees that in the event of an Event of Default,
Landlord shall not remove the modular office furniture from the Premises or deny
Tenant its right to use the modular office furniture unless and until one of the
following has occurred: (i) Tenant's right to possession of the Premises has
been terminated pursuant to entry of an order of ejectment entered in Wake
County, North Carolina after an Event of Default, or (ii) Tenant has vacated the
Premises following an Event of Default, or (iii) Tenant has otherwise been
adjudicated to be in default under this Lease by a court of competent
jurisdiction. In the event that Tenant has exercised the required renewals of
the Term of this Lease provided above and is not in default under this Lease
beyond any applicable grace or cure period, Tenant shall be permitted to remove
all of the modular office furniture contained on the Premises at the end of the
final Extended Term of this Lease. In the event that Tenant fails to satisfy the
above conditions of this subparagraph (b) or one of the events described in
clauses (i), (ii), or (iii) above has occurred, title to all modular office
furniture shall automatically pass to Landlord, free and clear of any lien or
security interest (and Landlord shall receive the modular office furniture in
the same condition existing as of the date hereof, subject to ordinary wear and
tear, Tenant having no obligation to replace any of such modular office
furniture that loses its utility as a result of ordinary wear and tear). If
Landlord is entitled to ownership of the modular office furniture, Tenant, at
Landlord's request, shall further execute and deliver to Landlord a bill of sale
for the modular office furniture and to the extent that there exist any liens or
security interests against the title to the modular office furniture, Tenant
shall cause such liens or security interests to be immediately released. At no
time during the Term of this Lease shall Tenant grant a lien or security
interest in favor of a third party against the modular office furniture; any
such grant shall constitute an Event of Default under Paragraph 30 if such lien
is not removed by Tenant within the time period specified thereunder.

(c)  Nothing contained herein shall prohibit Tenant from the benefits of
ownership of the modular office furniture contained on the Premises during the
Term of this Lease, including without limitation, the right to depreciate its
investment in such modular office furniture.

52.  Declaration of Easements
------------------------

(a)  Landlord hereby reserves, in favor of itself and its successors and/or
assigns, the right to record a Declaration of Easements (the "Declaration") in
the real estate records of Wake County, North Carolina encumbering the Property
and the adjacent 

43

land owned by Landlord described on the attached Exhibit C (the "Adjacent
---------
Land"). The Declaration may be recorded at any time during the Term of the Lease
for the purpose of establishing the rights and easements which burden the
Property and benefit the Adjacent Land described in subparagraph (b) below.
Attached hereto as Exhibit C-1 is a plat of survey entitled "Subdivision Map:
----------- 
LUCENT TECHNOLOGIES, Town of Cary, Wake County North Carolina RECOMBINATION,
WATER EASEMENT & ACCESS EASEMENT PLAT" (the "Plat"), which shows the respective
locations of the Property and Adjacent Land.

(b)  Landlord hereby leases the Property subject to the following rights
and easements benefiting the Adjacent Land and burdening the Property:

(i)    A non-exclusive, perpetual easement over, upon, under and
across that portion of the Property shown as "New 40' Private Access Easement"
on the Plat for the construction, installation, maintenance and repair of the
existing driveway located on the Property (including the right to construct and
install an extension of the existing driveway located on the Property within
such easement area) for the purpose of vehicular and pedestrian access, ingress
and egress to and from Ederlee Drive and the Adjacent Land.

(ii)   A non-exclusive, perpetual easement over, under, upon, through
and across the Property to install, use, connect, maintain, repair and replace
any necessary utility conduits, lines and facilities necessary for the
development and operation of the Adjacent Land, including the right to tie into
any existing utility facilities located on the Property. The location of any
such utility conduits, lines and facilities shall be subject to the prior,
reasonable approval of Tenant.

(iii)  In its exercise of its rights reserved under this Paragraph 52,
Landlord agrees that it shall not materially interrupt any of Tenant's
activities on the Property, all work shall be done at the cost and expense of
Landlord, no parking spaces on the Property shall be permanently taken and no
temporary taking of parking spaces may exceed ninety (90) days, and Landlord
shall defend, indemnify and hold harmless Tenant, its subtenants, officers,
employees, representatives, agents, invitees and contractors against any damage
or personal injury caused by Landlord, its officers, employees, agents,
representatives, invitees or contractors in the exercise of any rights reserved
by Landlord under this Paragraph 52.

(c)  Tenant's interest in this Lease is and shall be subordinate to the
rights and easements reserved herein and, upon recordation thereof, to the
Declaration. Tenant shall execute

44

any documentation requested by Landlord to further evidence such subordination;
provided, however, that Tenant shall be entitled to review the terms of the
Declaration, prior to recording, to confirm that none of the easements
established under the Declaration materially differ from the rights and
easements created and reserved hereby.

(Signatures appear on the following page)

45

IN WITNESS WHEREOF, the parties hereto have duly executed this Lease as of
the day and year first above written.

WITNESS:                           WELLS OPERATING PARTNERSHIP, L.P.
a Delaware limited partnership Landlord

By:  Wells Real Estate Investment Trust, 
Inc., a Maryland corporation

/s/ Michael Berndt
--------------------------         By: /s/ Douglas P. Williams
--------------------------------------
Name:   Douglas P. Williams
Title:  Executive Vice President

Attest: ________________________
Name:   ________________________
Title:  ________________________

WITNESS:                           LUCENT TECHNOLOGIES INC.
Tenant

/s/ Christine Sanci-Gentile         By: /s/ Timothy Webb  
---------------------------             --------------------------------------
Christine Sanci-Gentile         Name:  Timothy Webb
Title:  Director, Asset
Management

Attest: /s/ Brent E. Jenkins
------------------------------------
Name:   Brent E. Jenkins
------------------------------------
Title:  Senior Manager,
Global Real Estate Transactions
------------------------------------

46

EXHIBIT 10.107

SECOND AMENDMENT TO LEASE AGREEMENT 

FOR MATSUSHITA BUILDING

SECOND AMENDMENT TO OFFICE LEASE

THIS SECOND AMENDMENT TO OFFICE LEASE (the "Second Amendment"), made and
entered into as of the 30/th/ day of April, 2001, by and between WELLS OPERATING
PARTNERSHIP, L.P., a Delaware limited partnership (hereinafter referred to as
"Landlord") and MATSUSHITA AVIONICS SYSTEMS CORPORATION, a Delaware corporation
(hereinafter referred to as "Tenant").

WITNESSETH

WHEREAS, Landlord and Tenant entered into that certain Office Lease dated
as of February 18, 1999, as amended by that certain First Amendment to Office
Lease dated as of July 30, 1999 (collectively, the "Lease"), relating to
premises consisting of all of the rentable square feet in a building constructed
by Landlord on real property located in the City of Lake Forest, Orange County,
California; and

WHEREAS, Landlord and Tenant desire to modify and amend the Lease in
certain respects as herein expressly provided.

NOW, THEREFORE, for and in consideration of the premises, the sum of Ten
Dollars ($10.00) in hand paid by each of Landlord and Tenant to the other, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Landlord and Tenant do hereby covenant and agree as
follows:

1.  Defined Terms.  All terms and words of art used herein, as indicated by
-------------                                                          
the initial capitalization thereof, shall have the respective meanings
designated for such terms and words of art in the Lease.

2.  Confirmation of Lease Commencement Date.  Landlord and Tenant confirm
---------------------------------------                              
that the Lease Commencement Date occurred on January 4, 2000.

3.  Modification of Lease Expiration Date and Lease Year Definition.
---------------------------------------------------------------  
Landlord and Tenant do hereby agree that (i) the Lease Expiration Date under the
Lease shall be January 31, 2007 (instead of January 4, 2007 as currently
provided in the Lease), subject to extension as provided in Section 2.2 of the
Lease, (ii) the first Lease Year under the Lease shall be the period from
January 4, 2000 through January 31, 2001, and (iii) each succeeding Lease Year
under the Lease after the first Lease Year shall be the twelve (12) month period
from February 1 through the following January 31.

4.  Confirmation of Rentable Square Feet of Premises.  Landlord and Tenant
------------------------------------------------                      
confirm that the rentable square feet of the Premises based upon the as-built
condition thereof is 144,906.0 square feet.

5.  Adjustment in Base Rent.  Landlord and Tenant stipulate and agree that
-----------------------                                               
the Total Project Cost is $18,431,205.59.  Accordingly, effective as of the
Lease Commencement Date, the schedule of Base Rent set forth in Section 3 of the
Summary is hereby deleted and the following is substituted in lieu thereof:

Annual Base Rental 
Lease Year     Monthly Installments      Rate Per Rentable     
(Period)          of Base Rent              Square Feet    
---------------  --------------------     ------------------

1/4/00-1/31/00            $142,133.39            $13.032      
2/1/00-1/31/01            $157,361.97            $13.032      
2/1/01-1/31/02            $157,361.97            $13.032      
2/1/02-1/31/03            $167,121.97            $13.840      
2/1/03-1/31/04            $167,121.97            $13.840      
2/1/04-1/31/05            $176,881.97            $14.648      
2/1/05-1/31/06            $176,881.97            $14.648      
2/1/06-1/31/07            $186,641.97            $15.456      

6.  Reconciliation of Base Rent Payments.  Landlord and Tenant acknowledge
------------------------------------                                  
that, based upon the schedule set forth in Paragraph 5 above, the total Base
Rent payable by Tenant to Landlord for the period from January 4, 2000 through
April 30, 2001 is $2,502,562.94.  The total amount of Base Rent heretofore
actually paid by Tenant for such period from January 4, 2000 through April 30,
2001 is $2,462,873.26.  Accordingly, Tenant is currently indebted to Landlord in
the amount of $39,689.68 for Base Rent for such period from January 4, 2000
through April 30, 2001, and Tenant agrees to pay such shortfall amount to
Landlord not later than May 4, 2001.

7.  Ratification.  Except as expressly modified and amended herein, the
------------                                                       
Lease shall remain in full force and effect and, as modified and amended herein,
as expressly ratified and confirmed by the parties hereto.

8.  Binding Effect.  This Second Amendment shall be binding upon and shall
--------------                                                        
inure to the benefit of Landlord and Tenant and their respective legal
representatives, successors and assigns.  This Second Amendment shall be
governed by and construed under the laws of the State of California.

-2-

IN WITNESS WHEREOF, each of the parties hereto has caused this Second
Amendment to be duly executed as of the day, month and year first above written.

LANDLORD:

WELLS OPERATING PARTNERSHIP, L.P., a Delaware
limited partnership

By:  Wells Real Estate Investment Trust, Inc.,
a Maryland corporation, its general partner

By: /s/ Leo F. Wells III
---------------------------
Name: LEO F. WELLS III
-------------------------
Title: PRESIDENT
------------------------    

TENANT:

MATSUSHITA AVIONICS SYSTEMS CORPORATION, a
Delaware corporation

By: /s/ B. Bhatia
--------------------------------  
Name: B. Bhatia
------------------------------
Title: Executive Vice President
-----------------------------

(Signatures continued on next page)

-3-

CONSENT

The undersigned Matsushita Electric Corporation of America, a Delaware
corporation, as "Guarantor" under that certain Guaranty of Lease dated as of
February 18, 1999 (the "Guaranty"), does hereby consent to the execution and
delivery of the within and foregoing Second Amendment and does hereby confirm to
and agree with Landlord (i) that such Second Amendment shall not affect or
reduce the continuing liability of the undersigned under the Guaranty, and (ii)
that such Guaranty is and shall remain in full force and effect.

As of this 30/th/ day of April, 2001.

MATSUSHITA ELECTRIC CORPORATION OF AMERICA, a
Delaware corporation

By: /s/ Fujio Tsuji
-----------------------
Name: Fujio Tsuji
---------------------
Title: VP & CFO
--------------------

-4-

EXHIBIT 23.2

CONSENT OF ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made a part of this
registration statement.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
October 22, 2001

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 August 18, 2000,
by the following persons and in the capacities indicated below.

Signature                           Title
---------                           -----

/s/ Leo F. Wells, III               President and Director
-----------------------------       (Principal Executive Officer) 
Leo F. Wells, III                       

/s/ Douglas P. Williams             Executive Vice President and Director
-----------------------------       (Principal Financial and Accounting Officer)
Douglas P. Williams            

/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